95332418Q0129_0_US.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 CODE 17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATED . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

8 (A)

NAICS:

SIZE STANDARD:

BLOCK 8. OFFER DUE DATE/LOCAL TIME (Cont'd)

Your final offer is due no later than 07/27/2018 by 12:00 PM Eastern Time.

staniewskirj Highlight staniewskirj Highlight

STANDARD FORM 1449 (REV. 3/2005) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

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

36. PAYMENT

COMPLETE PARTIAL FINAL

95332418Q0129

TABLE OF CONTENTS:

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

Listing of Incorporated Purchase Requisitions

Incorporated Purchase Requisition Numbers:

Section B - Supplies or Services and Prices/Costs

Item Number Base Item Number

Supplies/Services Quantity Unit

0001 BASE PERIOD: Task 1 - FIDIC Training

1 LT

Contract Type:Firm Fixed Price Unit Price

Extended Price

Description:

BASE PERIOD

TASK 1 - FIDIC Training Firm-Fixed-Price (FFP)

Period of Performance:

PoP Start: TBD PoP End: 12 Months from Date of Award

Purchase Requisitions

IDC Type: Not Applicable FSC Codes: R418 SUPPORT- PROFESSIONAL: LEGAL

NAICS Code: 541110 Offices of Lawyers

Supplies/Services Quantity Unit

0002 BASE PERIOD: Task 2 - Legal Advisory Services

0 LT

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

BASE PERIOD

TASK 2 - Legal Advisory Services Time-and-Materials (T&M)

Period of Performance:

PoP Start: TBD PoP End: 12 Months from Date of Award

Purchase Requisitions

Supplies/Services Quantity Unit

1001 0001 OPTION PERIOD I: Task 1 - FIDIC Training

1 LT

Contract Type:Firm Fixed Price Unit Price

Extended Price

Description:

OPTION PERIOD I

TASK 1 - FIDIC Training Firm-Fixed-Price (FFP)

Period of Performance:

PoP Start: TBD PoP End: 12 Months from Date of Award

Purchase Requisitions

Option: 1 Option Time Date: 8/5/19 Option Time Duration: 365 Option Time Units: Days

Item Number Base Item Number

Supplies/Services Quantity Unit

1002 0002 OPTION PERIOD I: Task 2 - Legal Advisory Services

0 LT

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

OPTION PERIOD I

TASK 2 - Legal Advisory Services Time-and-Materials (T&M)

Period of Performance:

PoP Start: TBD PoP End: 12 Months from Date of Award

Purchase Requisitions

Option: 1 Option Time Date: 8/5/19 Option Time Duration: 365 Option Time Units: Days

Supplies/Services Quantity Unit

2001 0001 OPTION PERIOD II: Task 1 - FIDIC Training

1 LT

Contract Type:Firm Fixed Price Unit Price

Extended Price

Description:

OPTION PERIOD II

TASK 1 - FIDIC Training Firm-Fixed-Price (FFP)

Period of Performance:

PoP Start: TBD PoP End: 12 Months from Date of Award

Purchase Requisitions

Option: 2 Option Time Date: 8/5/20 Option Time Duration: 364 Option Time Units: Days

Supplies/Services Quantity Unit

2002 0002 OPTION PERIOD II: Task 2 - Legal Advisory Services

0 LT

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

OPTION PERIOD II

TASK 2 - Legal Advisory Services Time-and-Materials (T&M)

Period of Performance:

PoP Start: TBD PoP End: 12 Months from Date of Award

Purchase Requisitions

Option: 2 Option Time Date: 8/5/20 Option Time Duration: 364 Option Time Units: Days

Supplies/Services Quantity Unit

3001 0001 OPTION PERIOD III: Task 1 - FIDIC Training

1 LT

Contract Type:Firm Fixed Price Unit Price

Extended Price

Description:

OPTION PERIOD III

TASK 1 - FIDIC Training Firm-Fixed-Price (FFP)

Period of Performance:

PoP Start: TBD PoP End: 12 Months from Date of Award

Purchase Requisitions

Option: 3 Option Time Date: 8/5/21 Option Time Duration: 364 Option Time Units: Days

Supplies/Services Quantity Unit

3002 0002 OPTION PERIOD III: Task 2 - Legal Advisory Services

0 LT

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

OPTION PERIOD III

TASK 2 - Legal Advisory Services Time-and-Materials (T&M)

Period of Performance:

PoP Start: TBD PoP End: 12 Months from Date of Award

Purchase Requisitions

Option: 3 Option Time Date: 8/5/21 Option Time Duration: 364 Option Time Units: Days

Supplies/Services Quantity Unit

4001 0001 OPTION PERIOD IV: Task 1 - FIDIC Training

1 LT

Contract Type:Firm Fixed Price Unit Price

Extended Price

Description:

OPTION PERIOD IV

TASK 1 - FIDIC Training Firm-Fixed-Price (FFP)

Period of Performance:

PoP Start: TBD PoP End: 12 Months from Date of Award

Purchase Requisitions

Option: 4 Option Time Date: 8/5/22 Option Time Duration: 364 Option Time Units: Days

Supplies/Services Quantity Unit

4002 0002 OPTION PERIOD IV: Task 2 - Legal Advisory Services

0 LT

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

BASE PERIOD

TASK 2 - Legal Advisory Services Time-and-Materials (T&M)

Period of Performance:

PoP Start: TBD PoP End: 12 Months from Date of Award

Purchase Requisitions

Option: 4 Option Time Date: 8/5/22 Option Time Duration: 364 Option Time Units: Days

Clauses incorporated by reference

None

Clauses incorporated by full text

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

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

(End of Provision)

B.3. Funding Type

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

B.4. MCC 52.232-72 – Limitation of Funds – Incrementally Funded Contracts (Nov 2006)

In accordance with clause MCC52.232-72, "Limitation of Funds – Incrementally Funded Contracts," funds in the amount of [ TBD] have been allotted to this contract. It is contemplated that funds now obligated under this contract will cover the work to be performed until [TBD]. The Contractor shall not perform work on the contract which exceeds the total amount actually allotted by the Government to the contract. The Government is not obligated to reimburse the Contractor for costs incurred in excess of the total amount allotted by the Government to this contract. The contractor assumes the risk for any increased costs beyond what the Government obligates.

(End of SECTION B)

Section C - Description/Specifications/Work Statement

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK (Continued) FIDIC Legal AdvisorySupport Services

Statement of Work

INTRODUCTION

The Millennium Challenge Corporation (MCC) is a United States Government Corporation created under Title VI of the Foreign Operations, Export Financing, and Related Programs Appropriations Act, 2004 (P.L. 108-199, Div. D; 22 U.S.C.A 7701). MCC requires FIDIC legal advisory services to support its program of development assistance.

MCC is engaging the countries that have been selected by MCC's board of directors as "eligible countries" for MCC assistance. MCC has entered into compacts with eligible countries that submitted quality proposals for programs that contribute to economic growth and poverty reduction. MCC is also in the process of overseeing the implementation of compacts already signed.

BACKGROUND

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

SCOPE

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

The Contractor shall provide advice and training to OGC and other MCC staff, and to MCA legal staff, in the legal use and interpretation of the FIDIC Conditions of Contract for Construction (Red Book), Conditions of Contract for Plant and Design-Build (Yellow Book), and Short Form of Contract (Green Book) and in the best practices of FIDIC Employers. This advice and training should focus on the Red and Yellow Books, and only focus on the Green Book to the degree that the Green Book possesses significant deviations from the legal terms concerning enforceability, variations or amendments, breach, termination and dispute resolution, in particular when compared to the Red Book. The advice and training should also consider, examine and advise on the application of MCC's Conditions of Particular Application, as included in its Standard Bidding Documents for Large Works and Design-Build on the MCC website.

TASKS

Task 1 – The contractor shall:

Develop and deliver specialized legal training in the different clauses of both the Red Book and Yellow Book FIDICContracts.

The training is expected to cover courses in the practical use of the FIDIC Conditions of Contract and in the management of contract claims and disputes under FIDIC 2017 contracts. Additionally, the course should review the legal elements of contract management and administrative disciplines underFIDIC 2017 contracts. The legal advisor shall be able to tie the material into the MCC standard bidding documents and Conditions of Particular application (COPAs), which canbe found on the MCC website. In so doing, the legal advisor should focus on the SBD for Consulting Services to assist MCC in ensuring that the Engineer performs as required to ensure on-time and within budget completion of a works or project under the applicable FIDIC contract. The training should also be tailored to address the facts and circumstances under which MCC implements its programs and uses the FIDIC contracts. In preparation for this training, the winning bidder should consult with MCC OGC on the types of contracts, countries, disputes, and related issues in the use of these contracts to tailor the training to address practical issues related to MCC OGC's work.

The legal advisor shall provide a combined1 to 2-day training, 10-14 hours total in-length, as proposed by the contractor and agreed with MCC, for four core topics, i.e. (a) Practical Use of the Conditions of Contract; (b) Legal Interpretation of the Terms and Conditions; (c) Management of Contract Claims and Disputes, including rights and remedies, and (d) Contract Management and Administration, with a focus on managing the Contractor and Engineer to ensure that the works or project are completed on time and within budget. Additional topics for review and discussion include:

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

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

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

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

• The availability of a no-cost extension.

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

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

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

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

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

Deliverables – Training materials delivered electronically. Offers/Proposals shall not include costs for photocopying or the preparation of materials to be distributed for training or advisory services, as MCC may facilitate the preparation and distribution of such.

(End of SECTION C)

Section D - Packaging and Marking

SECTION D (Continued)

SECTION D. PACKAGING AND MARKING

D.1. Training Materials

All training materials for any and all classes provided by this contractor shall be e-mailed to the COR at MCC in final form no later than 10 business days prior to scheduled training.

(End of SECTION D)

Section E - Inspection and Acceptance Terms

SECTION E (Continued)

SECTION E. INSPECTION AND ACCEPTANCE

E1. Inspection of Deliverables

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

E2. Quality Control Plan

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

(End of SECTION E)

Section F - Delivery or Performance

Line Item: 0001 Period Of Performance Start Date Period Of Performance

End Date Period Of Performance Address

MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

WASHINGTON

US 20005

Line Item: 0002

End Date Period Of Performance Address

MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

Line Item: 1001

End Date Period Of Performance Address

MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

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

End Date Period Of Performance Address

MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

Line Item: 2001

End Date Period Of Performance Address

MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

Line Item: 2002

End Date Period Of Performance Address

MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

Line Item: 3001

End Date Period Of Performance Address

MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

Line Item: 3002

End Date Period Of Performance Address

MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

Line Item: 4001

End Date Period Of Performance Address

MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

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

End Date Period Of Performance Address

MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

SECTION F (Continued)

SECTION F. DELIVERIES OR PERFORMANCE

F.1. Deliverables

The Contractor shall provide all course materials prepared and submitted in accordance with the "Statement of Work" or as requested in a technical directive. Unless otherwise stated, drafts will be reviewed and accepted or concerns raised, comments provided within two weeks of receipt. The contractor shall appropriately address MCC's concerns and provide final deliverables within one week of receiving the MCC response unless otherwise stated in the contract.

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

Deliverables will be considered "draft" upon initial receipt.

F.2. Acceptance Criteria

Deliverables will be evaluated according to the following criteria:

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

• Quality and clarity of analyses and work produced.

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

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

F.3. Period of Performance

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

PERIOD PERFORMANCE

Base Period Date of Award – 12 Months

Option Period I 12 Months

Option Period II 12 Months

Option Period III 12 Months

Option Period IV 12 Months

F.4. Place of Performance

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

(End of SECTION F)

Section G - Contract Administration Data

Requesting Office Address

MCC-HQ

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

Contact Details:

Property Administration Office Address

MCC-HQ

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

Contact Details:

Woodard, Pamela T woodardpt@mcc.gov

COTR Office Address

MCC-HQ

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

Contact Details:

Woodard, Pamela T woodardpt@mcc.gov

Issuing Office Address

MCC-HQ

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

Contact Details:

Staniewski, Raymond J staniewskirj@mcc.gov

SECTION G (Continued)

SECTION G. CONTRACT ADMINISTRATION DATA

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

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

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

(End of Clause)

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

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

Fax: 303.969.5151/7281 ATTN: MCC Payments, or

Email: MCC_Accounting_IBCDENVER@ibc.doi.gov, or

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

Interior Business Center

M/S D-2773

7301 West Mansfield Avenue

Lakewood, CO 80235-2230

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

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

(1) Name, address and telephone of the Contractor

(2) Date of invoice and invoice number mailto:MCC_Accounting_IBCDENVER@ibc.doi.gov mailto:MCC_Accounting_IBCDENVER@ibc.doi.gov

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

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

(5) A schedule depicting the following information:

Amount Invoiced

This Period

Cumulative Amount Invoiced

Authorized Value of Contract

Balance Remaining on Contract

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

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

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

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

BY:______________________________________

TITLE:___________________________________

DATE: ___________________________________

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

MCC_Accounting_IBCDENVER@ibc.doi.gov.

(End of Clause)

G.4. MCC 52.232-72 -- Limitation of Funds – Incrementally Funded Contracts (Nov 2006)

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

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

(c)(1) If the contractor considers the funds obligated under this contract to be insufficient to cover the work to be performed until the date specified in Section B, or another date agreed to by the parties, the contractor shall notify the contracting officer in writing and indicate the date on which it expects expended funds to approximate 75 percent of the total amount obligated. The notice shall state the estimated amount of additional funds required to continue performance through the date for which incremental funds is provided.

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

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

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

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

(End of Clause)

G.5. MCC 52.232-73 -- Travel Reimbursement (May 2017)

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

a) Traveler Responsibilities. All contractor travelers must:

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

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

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

b) Cabin Class Standards

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

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

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

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

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

To be reimbursable, the travel expenses must be:

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

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

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

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

1) The name of the traveler.

2) Destination (s) including itinerary.

3) Purpose of the travel; and

4) Cost breakdown.

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

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

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

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

1) Contractor traveler completes the Medical Employability Case Transmittal Form, A127523-S192701-W190333. Form can be faxed to (301) 492-4783 or e-mailed to medical.employability@foh.hhs.gov with a copy to the MCC Travel Office at mccmedical@mcc.gov.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(End of Clause)

G.6. MCC 52.232-74 -- Other Direct Charges (ODC) Reimbursement (Jan 2007)

Other Direct Charges (ODCs) will be reimbursed for direct costs as provided in the contract and/or task order. To be reimbursed, invoices including ODCs, must provide a detailed breakdown of the actual expenditures invoiced. The contractor shall maintain the original or legible copy of receipts for all ODCs invoiced. MCC reserves the right to request evidence of any ODC reimbursed. To assure timely reimbursement of ODC's, the contractor is strongly encouraged to submit charges within 45 days of the expense.

(End of Clause)

G.7. MCC 52.242-70 -- Contractor Performance Assessment Rating System (CPARS) Registration (Aug 2011)

The Millennium Challenge Corporation (MCC) utilizes the Contractor Performance Assessment Rating System (CPARS) to evaluate contractor performance (see FAR, Subparts 42.1502 and 42.1503). Contractors doing business with MCC are required to register in CPARS accessible via the Internet at: http://www.cpars.csd.disa.mil/cparsmain.htm. An evaluation of contractor performance using the CPARS is mandatory for all contract actions exceeding $150,000, but may be conducted for contract actions lower than that amount should significant events occur such as a contract termination or extraordinary contract performance by the contractor. Inquiries regarding the registration process should be addressed to the CPARS help desk. The email address is WEBPTSMH@NAVY.MIL and the telephone number is (207) 438-1690.

(End of Clause)

G.8. MCC 52.243-70 -- Increase In Services (Oct 2006)

The services described in Sections B and C (statement of work) represent the Government's best estimate for known requirements at this time. However, due to the uncertainty of the work, the Government reserves the right to add or delete services if the need arises.

(End of Clause)

(End of SECTION G)

Section H - Special Contract Requirements

SECTION H (Continued)

SECTION H. SPECIAL CONTRACT REQUIREMENTS

H.1. MCC 52.203-70 -- Contractor Non-Disclosure Agreement (May 2017)

All contractor employees or independent contractors engaged in this contract shall provide a non-disclosure agreement as follows signed by the individual contractor/consultant and, if a contractor employee, by the contractor's contract administrator:

NON-DISCLOSURE AGREEMENT

I, ____(contractor employee's name)____ do solemnly swear (or affirm) that I will not divulge any information, whether obtained orally or in writing from, or data maintained by the Millennium Challenge Corporation (MCC) to any unauthorized person for any purpose. I will not directly or indirectly use, or allow the use of Confidential Information for any other purpose other than that directly associated with my officially assigned duties for MCC.

Further, I will not directly or indirectly reveal or cause to be revealed the nature or content of any (Confidential Information), except to authorizedpersonnel.

I am aware that the unauthorized use of information may be a violation of law and this Agreement.

Company or Subcontractor

Understand that authorized persons refer only to persons assigned to a project requiring access to Confidential Information or directly in the line of management over the project requiring access to the data.

[Signatory]

Contract Administrator Date

(End of Clause)

H.2. MCC 52.209-70 -- Organizational Conflicts of Interest: Preclusion from Implementation Contract (July 2012)

Work under this contract may call for the Contractor to furnish important services in support of the design or feasibility of specific activities that may become part of a Millennium Challenge Corporation (MCC) Compact. In accordance with the principles of FAR Subpart 9.5, THE CONTRACTOR MAY BE INELIGIBLE TO FURNISH, AS A PRIME OR SUBCONTRACTOR OR OTHERWISE; THE IMPLEMENTATION SERVICES FOR ANY ACTIVITIES FOR WHICH IT PROVIDES SUBSTANTIAL DESIGN SERVICES EXCEPT FOR SUCH SERVICES THAT MAY BE FURNISHED UNDER THIS CONTRACT. If a determination is made that the contractor is ineligible for implementation services, the MCC Managing Director of Contracts and Grants Management may authorize a waiver (in accordance with FAR 9.503) if the Director determines that preclusion of the Contractor from the implementation contract would not be in the Government's best interest.

(End of Clause)

H.3. Provisions on Insurance Maintenance

Neither MCC nor the Government shall in any event be liable or responsible for any damage or injury to any person or property occasioned by the action of the Contractor or the Contractor's employees or agents in performing under this Contract. It is recommended that the Contractor, at the Contractor's expense, maintain adequate insurance, including general liability and professional liability insurance, during the term of this Contract insuring the Contractor against all claims for injury or damage.

H.4. Personally Identifiable Information and Confidentiality

All Contractor employees or independent contractors engaged in this contract shall not divulge any information, whether obtained orally or in writing from, or data maintained by the MCC to any unauthorized person for any purpose. Contractor and contractor employees shall not directly or indirectly use, or allow the use of Confidential Information (including Personally Identifiable Information) for any other purpose other than that directly associated with their officially assigned duties for MCC.

Further, the Contractor and contractor employees shall not directly or indirectly reveal or cause to be revealed the nature or content of any Confidential Information (including Personally Identifiable Information), except to authorized personnel. By signing this contract, the Contractor acknowledges that any unauthorized use of information may be a violation of law and this agreement. Authorized persons refers only to persons assigned to a project requiring access to Confidential Information (including Personally Identifiable Information) or directly in the line of management over the project requiring access to the data.

The Contractor shall provide a non-disclosure agreement letter signed by personnel working on the task.

Contractors responsible for handling Personally Identifiable Information should reference: 52.224-1 Privacy Act Notification (APR 1984); 52.224-2 Privacy Act (APR 1984). The link to view these clauses can be found here:

http://www.acquisition.gov/far/.

In handling Personally Identifiable Information, the Contractor shall provide media sanitization procedures for the clearing or purging of MCC media in accordance with NIST SP 800-88, Guidelines for Media Sanitization. Overwriting media by a

Government approved technology, method, or tool is acceptable. Sanitization procedures will need to be accepted by the Government.

The Contractor shall provide written attestation of the media sanitization for any MCC data generated through this solicitation.

The Contractor is responsible for ensuring that all public release documentation is reviewed to minimize any risk to respondent confidentiality. This may require submission of internal use only and public release reports indicated in the Deliverables schedule as intended for public use.

The Government will provide an Excel document containing information of individuals who require a notification. Transmission of this data will be provided through Accellion services. The Contractor shall ensure their hardware and software meet federal standards for PII data, in accordance with OMB 06-16 and NIST requirements.

H.5. Provision on Delivered Work Product Free From 3RD Party Rights

Upon delivery of any work product under this Contract, the Contractor shall be deemed to have represented and warranted that such work product does not infringe on any existing copyright, trademark, right of publicity or privacy, or any other third party right, and does not constitute the defamation or libel of any person, entity or product. The Contractor is solely liable for the content of any work product delivered under this Contract.

H.6. Alternative Dispute Resolution

Alternative Dispute Resolution (ADR) procedures increase the opportunity for relatively inexpensive and expeditious resolution of issues in controversy. These procedures may be used at any time that the Contracting Officer has authority to resolve the issue in controversy. If the Contractor submits a claim, ADR procedures may be applied to all or part of the claim. The Contractor must certify its claim in accordance with FAR 33.207. When ADR procedures are used after the issuance of a Contracting Officer's final decision, the time limitations or procedural requirements for filing an appeal of the Contracting Officer's final decision are not altered.

H.7. Key Personnel

a. The key personnel identified below are considered to be essential to work performance. During the first ninety (90) days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment.

b. The Contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph "H.7.d" below.

c. After the initial 90-day period, the Contractor shall submit the information required by paragraph (d.) to the Contracting Officer at least 15 days prior to making any permanent substitutions or additions.

d. The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitute(s); the resume(s) of the proposed substitute(s); written certification that the proposed substitute(s) meets the key personnel qualification requirements identified below; and any additional information requested by the Contracting Officer. Proposed substitutes shall have comparable qualifications to those of the persons being replaced.

e. The Contracting Officer will notify the Contractor within fifteen (15) calendar days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes of key personnel.

f. The Contractor shall assign to this contract the following key personnel:

[To be completed by the Offeror]

Key Personnel Labor Category Proposed Name

Senior Counsel

H.8. Key Personnel Qualifications

a. Key Personnel for this contract shall be governed by the following:

1. A unique resume must be submitted for each proposed Key Personnel clearly identifying which role the individual will fill (i.e. one Key Personnel position per resume).

2. Critical communications will take place in English. The proposed mix of team members must be able to accommodate this.

3. At a minimum, the following personnel shall be included in the staffing plan and shall be considered key personnel:

Key Personnel Labor Category

Qualifications

Senior Counsel Senior Counsel: The primary provider of legal support advisory services under Tasks 1 and 2 shall be a licensed attorney or otherwise authorized to practice law by a reputable bar or related association. This individual should have a minimum of ten years' experience working on FIDIC related contracts, issues and disputes, primarily Red and Yellow book. This individual shall have a minimum of 15 years of dispute resolution and/or contract management experience in the areas of civil, transport and infrastructure projects, or similar types of projects. This provider shall have a minimum of three years as a FIDIC accredited trainer. The individual preferably will have experience as a FIDIC adjudicator, or related type experience.

Senior Counsel may be assisted on a limited basis by junior counsel or an assistant, as such introduces cost savings, but does not detract from the overall quality and goals for the aforementioned Tasks.

(End of SECTION H)

Section I - Contract Clauses

SECTION I (Continued)

SECTION I. CONTRACT CLAUSES

I.1. FAR 52.212-5 – Contract Terms and Conditions Required to Implement Statutes or Executive Orders

– Commercial Items (Nov 2017)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act 2015 (Pub. L.

113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(3) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.