QA 1 thru 29.pdf

# Question Answer 1 Are consulting firms that specialize in legal work, were founded by and are led by an attorney, employ attorneys, and have the requisite technical legal experience eligible to hold this IDIQ? Or is DFC solely seeking law firms as the Prime Contractor? We understand that OPIC historically engaged law firms to provide these services, however in light of DFC’s broader mandate, can a consulting firm bid if joined by a law firm as its team partner? If the Prime Contractor must be a law firm, can a consulting firm join the consortium as a teaming partner?

The ILSS IDIQ requires firms to be able to practice law in a court of law in the United States and issue NY law legal opinions. This is necessary for any awardee to be successful at the order level.

Any firm capable of representing DFC in a court of law in the United States and issuing NY law legal opinions may submit a proposal as prime contractor. Prime contractors may team with any firm of any type that they deem necessary to enhance their proposals/chances of award. DFC defers to the contractor on teaming strategies.

2 Page 52 of the RFP references “the proposed teaming partner.” Does this mean that Offerors may only have one teaming partner during Phase 1?

No, there are no restrictions. DFC defers to the contractor on teaming strategies.

3 If more than one partner is permitted, can Offerors include a relevant performance transaction from each of the partners?

Yes, see RFP instructions.

4 Page 56 of the RFP states that “A manageable number of awards will be made to ensure adequate competition at the task order level and to allow for the small business reserves outlined above.” Will DFC clarify how many small-business awards it intends to make at the IDIQ level?

No. See RFP for all relevant information.

5 The RFP contains several references to “New York law legal opinions,” including the page 52 requirement that “the Offeror is qualified to issue legal opinions in the state of New York.” Please clarify whether proposed attorneys must be members of the New York State Bar Association and/or if the Offeror must be presently engaged in the practice of law in New York.

Prime contractors must have attorneys with active NY bar membership for the firm to issue NY legal opinions.

6 Does the 2-page limit referenced on page 52 apply solely to the International Transaction List? Is there a page limitation for each of the individual International Transaction Descriptions?

Yes, the 2-page limit referenced on page 52 applies solely to the International Transaction List. Per the RFP, there is a 1 form/1 page limit for International Transaction Descriptions.

7 Page 52 states that Offerors should list three to five transactions “in each ILSS category the offeror proposes to perform.” May one transaction be used to apply for multiple categories, or does this mean that offerors should list different transactions for each ILSS category? If one transaction can be used for multiple categories, does the offeror need to resubmit the same International Transaction Description for each ILSS category?

Yes, one transaction may be used for multiple categories. This should be indicated in the submission, and does not have to be restated for each category. This does not preclude the requirement for submit minimum numbers of past performance instances per category.

8 Are all Offerors who are also small businesses required to submit a Small Businesses Subcontracting Plan, as listed in Section 6 of Volume I, and, if so, what are the elements that DFC needs to see included in said plan?

See RFP Section H.11 and Attachment 3: Small Business Subcontracting Plan

9 Page 52 of the RFP reads, “the Offeror shall have performed as the prime contractor providing services. Services shall not have been performed by a subsidiary or sister company”. How does this apply to law firms which use the verein structure or which have separate partnerships in different jurisdictions? Will they be permitted to list deals performed by any affiliate with the same or similar name as part of their Volume II: Past Performance submissions?

"Services shall not have been performed by a subsidiary or sister company." is deleted from Volume II - Factor 1: Past Performance Instructions

10 Section 1 of Volume II stipulates a 2-page limit. Does this limit mean 2 pages for each ILSS category and the three to five deals listed for it, or to 2 pages for each individual deal?

The limit is revised from 2 to 4 pages in total for all transactions listed across all ILSS categories.

11 Would all parties in a teaming arrangement be listed as a contract holder?

No, unless the parties form a joint venture to respond. Otherwise only the team lead would be listed as the contract holder.

12 As this is not a full or partial small business set-aside contract, please confirm that it will not be subject to 13 CFR §125.6 (and FAR 52.219-14(c)(1)).

Confirmed.

13 We are a HUBZone certified small business law firm based in Columbus, Ohio. Is there a list or registry where small businesses interested in teaming with a prime can register?

No. For assistance in teaming opportunities it is recommended to contact your SBA rep.

14 Is there a sample QCP template from former contracts DFC can share with offerors?

No.

15 Is the “value of the underlying transaction on which the offeror advised” (Section 2, International Transaction Descriptions) the same as “Approximate Project Value” (Section 1, International Transaction List)?

It can be. However, "value of the underlying transaction on which the offeror advised" may in some scenarios be less than the total "approximate project value"

16 Section 2, International Transaction Descriptions requires that Offerors describe “how services are relevant [to] the tasks described in the PWS”. Could you please confirm if these are the tasks described in Section C (Performance Work Statement), sub-section C3 (Description of ILSS Categories)?

Confirmed.

17 Are there any conflict rules that Offerors should be aware of in addition to the obligations set forth in Attachment 3 (Certain Obligations Regarding Potential Conflicts of Interest) and 48 CFR § 52.203-16 (Preventing Personal Conflicts Of Interest)? These are the only two sets of conflict rules referenced in the solicitation documents.

No. Conflict of Interest (CoI) rules beyond this are standard industry practice. If an offeror is considered for a task order award on the IDIQ, DFC will provide information on all stakeholders involved in the deal. The offeror would then need to review its current deals and operations and assert that there is no CoI.

18 The RFP appears to be for the acquisition of commercial legal services that are offered and sold competitively in substantial quantities in the commercial marketplace based on established catalog or market prices. Please clarify whether FAR 52.212-4, Contract Terms and Conditions – Commercial Items, will apply. If so, please also clarify whether the clauses incorporated by reference (e.g., FAR 52.246-4, Inspection of Services – Fixed Price; FAR 52.246-5, Inspection of Services – Cost-Reimbursement; FAR 52.246- 6, Inspection – Time-and-Material and Labor-Hour; FAR 52.249-14, Excusable Delays; FAR 52.232-23, Assignment of Claims; FAR 52.243-2, Changes – Cost-Reimbursement; FAR 52.243-1, Changes – Fixed Price; FAR 52.243-3, Changes – Time-and-Materials or Labor-Hours; FAR 52.249-2, Termination for Convenience of the Government (Fixed- Price); FAR 52.249-6, Termination (Cost-Reimbursement)) will not apply if the topic or subject matter of the clause is duplicative of a contract term or condition identified in FAR 52.212-4.

All clauses incorporated in the contract are correct and applicable. The IDIQ is designed to cover all contract scenarios. The majority of orders will be commercial where 52.212-4 will apply. However, some of this work, such as orders that require the offeror to directly represent DFC in Court, are considered non-commercial. The additional clauses, as applicable, will be included in those scenarios.

19 The RFP contemplates that task orders will be issued on a firm-price or time-and-material basis. Even if the RFP is not for the acquisition of a commercial item (i.e., commercial legal services that are offered and sold competitively in substantial quantities in the commercial marketplace based on established catalog or market prices), please clarify as to whether the clauses that are applicable to cost-reimbursement contracts (e.g., FAR 52.246-5, Inspection of Services – Cost-Reimbursement; FAR 52.243-2, Changes – Cost-Reimbursement; FAR 52.249-6, Termination (Cost- Reimbursement)) will apply.

Please see answer #18.

20 The RFP provides that the maximum amount of all task orders will not exceed $50 million during the five year ordering period. Please confirm whether the contract will be subject to full Cost Accounting Standards (“CAS”) coverage, and clarify whether the CAS clauses incorporated by reference (e.g., FAR 52.230-6, Administration of Cost Accounting Standards; FAR 52.230-3, Disclosure and Consistency of Cost Accounting Practices) will apply.

Please see answer #18.

21 Will we be responsible for engaging and paying local counsel or will you just be seeking advice as to which firm we would choose?

The contractor is responsible for engaging and paying local counsel on applicable orders.

22 For international finance examples, you request we list up to five matters with at least 2 but no more than 3 descriptions. Do you put any priority as to which types of matters we include, between funds, equity purchase transactions or political risk insurance and reinsurance policies?

No.

23 We understand the importance of delivering value, cost effective solutions and price predictability to our clients.

Are you able to provide a budget or historical analysis on your legal spend for each category of services you require support?

Please see the SOW, which outlines anticipated spend in each major category in relation to the overall ceiling. This is based on historical spend.

24 There are frequent references to small businesses. We ask, is it a disadvantage to not fit into the referenced criteria?

All vendors will be evaluated equally based on the evaluation criteria.

25 To the extent that you require information about certain third parties in our responses to Volume 2 – Factor 1: Past Performance and the parties have requested that they remain confidential, shall we anonymize the information or simply not include it?

All past performance references must be verifiable. Anonymous references will be considered non-responsive.

26 On page 52, Volume 1 – Administrative, states “The Offeror shall submit Sections 1 through 5 as listed below.” The table lists a #6, “Small Business Subcontracting Plan” which we assume is not applicable to large law firms who do not intend to subcontract for the purposes of this RFP. Please confirm that this section is not required to be a part of our response to this RFP.

Please reread this section. All large firms must have a subcontracting plan.

27 For the subcontracting with small businesses plan, can you clarify at what point – if any – we must submit a plan, how we apply the percentages and other compliance requirements. Section H.11 on p. 29 states that Large Business Offerors shall submit Attachment 3: Small Business Subcontracting Plan. Please confirm this requirement is not needed in Phase 1 and if it will be required later. Also, please explain box #10 on the cover page, which notes that this is “unrestricted.” Please clarify the meaning of unrestricted.

Subcontracting plans are included in Phase 1, Volume 1 submissions due on April 23, 2021 at 2pm EST. The "unrestricted" Box checked in Block 10 on page 1 indicates that businesses of any size can submit a proposal.

28 Can you explain the requirements regarding representations and certifications in SAM that are listed in Section K? Do we need to have or create an active registration in SAM and complete the items in (c)(1)? If we don’t have an active SAM registration, how do we complete the required certifications. Can you specify what is needed or required under this section?

All offerors are required to have an active SAM registration as part of Phase 1. Offerors can register at https://www.sam.gov/SAM/

29 1. The attachment we received with the RFP labeled Attachment 2 appears to be mislabeled, as it says Attachment 3 at the top of the document. Please clarify this is, in fact, Attachment 2.

Yes, Attachment 2 is the Potential COI and Acknowledgments