Amendment_0001_to_RFQ_95332419Q0052_(Signed).pdf

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing items 8 and 15, and returning or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

E. IMPORTANT: Contractor is not is required to sign this document and return copies to the issuing office.

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE

2. AMENDMENT/MODIFICATION NUMBER 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUISITION NUMBER 5. PROJECT NUMBER (If applicable)

7. ADMINISTERED BY (If other than Item 6) CODE

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

FACILITY CODE

9A. AMENDMENT OF SOLICITATION NUMBER

9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NUMBER

10B. DATED (SEE ITEM 13)

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers is extended. is not extended.

12. ACCOUNTING AND APPROPRIATION DATA (If required) copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER

NUMBER IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15C. DATE SIGNED

15A. NAME AND TITLE OF SIGNER (Type or print)

16C. DATE SIGNED

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

PAGE OF PAGES

6. ISSUED BY CODE

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, county, State and ZIP Code) (X)

CODE

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

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Millennium Challenge Corporation

Combined Synopsis Solicitation

OGC Attorney Advisor (International Operations) PSC

Date Posted: Thursday, April 25, 2019

Announcement Number: 95332419Q0052

Title: OGC Attorney Advisor (International Operations) PSC

Position Information: Intermittent Personal Services Contractor (PSC)

One year (up to 1,250 hours per year), renewable for up to 4 additional years at the sole discretion of the Government

Pay Band: Equivalent to MCC Pay-Band 3A ($58.46 - $84.11 per hour)

The intermittent PSC will receive a pay supplement of 30% of the employee’s direct labor cost in lieu of fringe benefits.

Closing Date for Questions: Wednesday, May 1, 2019 at 10:00 AM Eastern Time

Submission Deadline: Thursday, May 16, 2019, at 4:00 PM Eastern Time

Who May Be Considered: U.S. citizens

Duty Location: MCC Headquarters, Washington, DC, or remote location subject to the approval of MCC1

More than one (1) award may be made from this solicitation

1. INTRODUCTION AND BACKGROUND

The mission of the Millennium Challenge Corporation (MCC) is to provide grant assistance to support economic growth and poverty reduction in select developing countries with a demonstrated commitment to just and democratic governance, economic freedom, and investments in their citizenry. MCC’s partner countries enter into a five-year agreement (Compact) with MCC that includes a plan for achieving shared development objectives and the responsibilities of each country in achieving those objectives. Our model is defined by core principles, of selectivity, country ownership, transparency, and a focus on results.

Our values identify who we are and what is important to us. Our Values are CLEAR: Embrace

Collaboration, Always Learn, Practice Excellence, Be Accountable and Respect individuals and ideas.

MCC’s values define how we behave on a daily basis, both as individuals and as an institution, in pursuit of our mission. They guide how we make decisions, set priorities, address challenges, manage tradeoffs, recruit and develop staff, and work together with our country partners and stakeholders.

This Personal Services Contractor (PSC) position is located in the Office of the General Counsel (OGC), 1 Per Section 10 below, a PSC at an approved remote duty station (i.e., not based at MCC Headquarters) must personally cover the cost of travel (including transportation, accommodations, meals, etc.) between their remote location and

Washington, DC, when required to be present at MCC Headquarters, and will not be subject to reimbursement. Additionally, a remote PSC must reimburse MCC for any increase in the cost of official travel due to departure from a home of record outside of the metropolitan DC area.

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Millennium Challenge Corporation (MCC). OGC's mission is to provide full-service legal support for all requirements driven by MCC's mission.

2. SCOPE OF POSITION

The PSC will serve as an advisor, technical expert, and resource to MCC officials and employees by providing ongoing support and legal advisory services with respect to complex and difficult questions of

U.S. and international law, as well as regulations, policies and related MCC operational program issues.

Assistance provided will also support multi-disciplinary projects related to sensitive and complex public policies of national or international significance that have multifaceted legal aspects and involve controversial issues.

3. PERSONAL SERVICES CONTRACT

MCC is authorized to enter into a contract with an individual as a Personal Services Contractor (PSC) under the authority of Section 614(a) (8) of the Millennium Challenge Act of 2003.

A personal services contract is different from non-personal services Government contract, which establishes an independent contract relationship. Under a non-personal services contract, the contractor or employees of the contractor are subject to the technical direction but not the supervision of the MCC. As defined by the Federal Acquisition Regulation (FAR) 37.104, a personal services contract is characterized by the employer-employee relationship it creates between the Government and the contractor personnel.

Thus, the PSC is subject to the relatively continuous technical direction, supervision, and control of the

MCC. PSCs may be assigned inherently governmental duties (see FAR 7.502). By law and by the contract’s terms, the PSC is subject to most of the laws, rules and regulations applicable to the direct hire employee such as MCC regulations, conflict of interest, under some circumstances MCC authorized employment security clearances and financial disclosure. However, under the MCC personal services contract authority, PSCs are not employees for purposes of laws administered by the Office of Personnel

Management (OPM). The following elements apply to this contract:

(1) Performance in Washington, D.C., US, MCC eligible countries, other US and foreign cities (as required for outreach purposes), and/or at the PSC’s home of record.

(2) Principal tools and equipment furnished by the Government.

(3) Services are applied directly to the integral effort of agencies or an organizational subpart in furtherance of assigned function or mission.

(4) Comparable services, meeting comparable needs, are performed in the same or similar agencies using civil service personnel.

(5) The need for the type of service provided can reasonably be expected to last beyond 1 year.

(6) The inherent nature of the service, or the manner in which it is provided, reasonably requires directly or indirectly, Government direction or supervision of contractor employees in order to—

(i) Adequately protect the Government’s interest;

(ii) Retain control of the function involved; or

(iii) Retain full personal responsibility for the function supported in a duly authorized Federal officer or employee.

4. KEY REQUIREMENTS

https://www.acquisition.gov/?q=browsefar

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U.S. citizenship.

Must be able to obtain and maintain a federal security clearance at the Top Secret level.

Performance at MCC Headquarters in Washington, DC, or a remote duty location subject to the approval of MCC (see Section 10 for travel implications for remote PSCs).

Domestic and international travel may be required.

Statement of Employment & Financial Interest (i.e. Office of Government Ethics “OGE Form-

450”, or similar statement) may be required.

Active System for Award Management (SAM) (www.sam.gov) registration and be listed as sole-proprietor before the contract is awarded. See Addendum 4 for a Quick Start Guide on the SAM registration process. An active SAM registration is not required at the time of application (although candidates are highly encouraged to initiate the registration process before submission), but must be complete and active before the contract is awarded.

Designated and/or random drug testing required.

5. DUTIES

Major Duties and Responsibilities

Provides ongoing support and legal advisory services with respect to complex and difficult questions of U.S. and international law, as well as regulations, policies and related MCC operational program issues. Assistance is often rendered in support of multi-disciplinary projects related to sensitive and complex public policies of national or international significance that have multifaceted legal aspects and involve controversial issues.

Provides support to develop, negotiate, implement, monitor, and close out development assistance programs and projects.

Serves as a technical resource to MCC officials and employees in the identification and resolution of critical program-related issues and problems associated with development assistance programs and projects.

Assists MCC with assessments of development assistance activities in compact and threshold program countries and with the development of effective new strategies, including the development of strategic objectives and required supporting documentation.

Reviews, and in some cases prepares, interpretative analysis of compact and threshold program development, implementation, and close out topics and issues, many which involve new and novel initiatives.

Ensures legal opinions, briefs, memoranda, and other written work are fully researched, and contain accurate and appropriate legal and policy analysis and conclusions.

Supports implementation of MCC’s position regarding difficult and complex legal problems and issues that may be controversial or of significant public interest. Provides advice and consultation as a technical expert and recognized authority in the fields of U.S. law related to foreign assistance and MCC’s operations and mission, as well as international law.

Works to obtain a balance of conflicting interests by applying a high order of original and creative https://www.sam.gov/portal/SAM/

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Performs other duties as assigned.

6. QUALIFICATIONS REQUIRED

Offerors must meet all the required qualifications described below by the closing date of this announcement. Desired qualifications will only be considered once all required qualifications are met.

Candidates must demonstrate that they possess the following:

(a) Required Qualifications:

Demonstrate successful completion of a full course of study (graduation with a JD) in a school of law accredited by the American Bar Association (ABA).

Current, active membership in good standing of the bar of a state, territory of the United States, District of Columbia, or Commonwealth of Puerto Rico.

Minimum of four (4) years of international transactional or relevant development experience as a practicing attorney in private industry, public service, or non-profit arena. This experience must have provided the applicant with the knowledge, skills, qualifications, and abilities to successfully perform the duties of the position. This experience must be well documented within your resume or application package. Applicants are strongly encouraged to ensure the work history portion thoroughly documents the duties, responsibilities, and accomplishments that are directly related to this position in order to verify specialized experience.

Demonstrate French language proficiency to include the ability to speak, read, write and review documents in French, especially in a legal and business setting.

Demonstrate a high degree of skill in writing, reviewing, proofreading, editing, and formatting documents with the ability to give extremely close attention to detail and accuracy, drafting and delivering written work that is not only technically accurate, but essentially free of spelling, improper grammar and other inaccuracies, and that is effectively, efficiently and clearly organized and structured, utilizing “plain English” in place of “legalese” whenever possible.

Familiarity with Microsoft’s suite of software, primarily Word and Outlook.

(b) Desired Qualifications:

Knowledge of Microsoft Excel and PowerPoint, and familiarity with SharePoint are highly desirable.

Applicants should demonstrate their abilities with respect to, and will also be evaluated on, the following categories of soft skills:

- High degree of organizational skill and ability to work on a variety of assignments in a fast paced, sometimes stressful environment, with tight and often shifting priorities and deadlines all while maintaining a positive and "can-do" attitude.

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- Strong sense of initiative, self-motivation, and willingness to support departmental and agency needs and objectives.

NOTE: All experience must be well-documented on the resume and within the submission. All aspects of the submission must specifically show how the candidate meets the qualifications required.

Credit may be given for appropriate unpaid and/or part-time work. To receive credit, submissions must clearly identify the duties and responsibilities in each position held and the total number of hours worked per week.

7. REQUIRED DOCUMENTATION

Interested Candidates must submit all required documents to include, but not limited to:

Copy of a transcript demonstrating successful completion of a full course of study (graduation with a JD) in a school of law accredited by the American Bar Association (ABA). Failure to supply such a transcript will result in an incomplete application package. Unofficial copies are permissible for purposes of an application package. If selected for the position, prior to your appointment, an official transcript may be required.

Certificate of Good Standing or other valid proof that you are a current active member of a bar with a valid license to practice law in a state, territory of the United States, District of Columbia, or Commonwealth of Puerto Rico. Failure to supply evidence of membership in good standing of a bar association will result in an incomplete application package.

Completed and signed BIODATA FORM (Addendum 3) with proposed salary and duty station.

Typed signature is not acceptable. Physical signature or electronic signature are acceptable.

Curriculum vitae or resume (limit 10 pages).

A legal writing sample such as a legal memoranda that contains a legal analysis of an issue, or a document that demonstrates the candidate’s ability to practice law in the international transactional or foreign assistance and development arenas (minimum of 5 pages, must not exceed 15 pages in length).

A written narrative of up to five pages (total) clearly describing relevant experience and knowledge related to each of the qualification requirements (see Section 6). Include proposed duty station

(MCC Headquarters or remote location).

No less than three and no more than five professional references with current contact information.

References must either be either a present or past supervisor or client. No references from peers or non-supervisory co-workers will be accepted.

Desired Documentation:

A cover letter, not to exceed one page, to highlight your suitability for this position. The cover letter is NOT included in the required written narrative.

8. COMPENSATION

PSCs for the services of individual experts or consultants are limited by the Classification Act. In addition, the Office of Personnel Management (OPM) has established requirements which apply in acquiring the personal services of experts or consultants in this manner (e.g., benefits, taxes, conflicts of interest).

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This is an intermittent position for an Attorney Advisor (International Operations) PSC and the maximum number of hours allowed is 1,250 per year. The contract will have a one-year base period and four (4) one-year option periods that may be exercised at the sole discretion of MCC, for a total potential contract length of five (5) years.

Overtime is NOT authorized on this contract.

The pay range for this position is Pay-Band 3A ($58.46 - $84.11 per hour), inclusive of Washington, DC locality pay. Final compensation will be negotiated within this pay range based upon the successful candidate’s salary history, work experience and educational background. A salary above this pay range will NOT be entertained or negotiated.

MCC issues W-2s to the PSC. For U.S. citizens, MCC makes the employer contribution to FICA and

Medicare for the PSC. MCC withholds FICA, Medicare, federal tax and state tax on behalf of the PSC.

The PSC is not eligible for the Foreign Earned Income Exclusion.

9. BENEFITS

Under the MCC personal services contracting authority, PSCs are not employees for purposes of laws administered by OPM, such as Federal Retirement Benefits and health and life insurance. As such, the

PSC is not eligible for participation in the Civil Service Retirement System or the Federal Employees

Retirement System. Moreover, the PSC is ineligible to receive Federal Health and Life Insurance or participate in the Federal Thrift Savings Plan.

Notwithstanding the above, the intermittent PSC will receive a pay supplement of 30% of the employee’s direct labor cost in lieu of fringe benefits.

NOTE: An intermittent PSC is not eligible for sick leave, annual leave, payment for holidays and other days closed, parking/transit subsidy, compensatory time off for travel or credit hours.

10. TRAVEL

For official travel, the PSC is subject to the Federal Travel Regulations and MCC travel policies and procedures to the same extent as MCC direct-hire employees.

NOTE: A PSC at an approved remote duty station (i.e., not based at MCC Headquarters) must personally cover the cost of travel (including transportation, accommodations, meals, etc.) between their remote location and Washington, DC, when required to be present at MCC Headquarters, and will not be subject to reimbursement. Additionally, a remote PSC must reimburse MCC for any increase in the cost of official travel due to departure from a home of record outside of the metropolitan DC area.

11. INSTRUCTIONS TO PSC CANDIDATES

In accordance with FAR 52.214-34 & 52.214-35, all submissions are to be in the English language and

US Dollars. Submissions in other languages or monetary denominations shall not be considered.

The QUALIFICATIONS REQUIRED (Section 6) are the basis for evaluating all Submissions. Candidates must separately address each listed qualification requirement and demonstrate how s/he meets each.

Unless stated otherwise, all qualification elements will be weighted equally.

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(a) Qualified individuals must be registered in the System for Award Management (SAM) before the contract is awarded. Award of a contract cannot occur until the registration is in “Active” status.

Candidates are highly encouraged to register in SAM before submitting their application, as the registration process can take several weeks. See Addendum 4 for a Quick Start Guide on the registration process.

(b) Submissions shall be formatted to fit on 8 ½ x 11 paper only. Suggested margins are 1” x 1”. Font to be TIMES NEW ROMAN no larger than 12 point. Hourly rates shall not be mentioned anywhere in your submission other than on the BIODATA FORM (Addendum 3). It is the responsibility of the candidate to ensure that all pages are properly formatted to fit and that all information properly fits within the margins of each page.

(c) Qualified individuals must submit a completed and formally signed Biodata form (Addendum 3).

Typed signatures are not acceptable. Either physically sign or save the BIODATA FORM as a

PDF and electronically sign it. Please ensure that you provide a current, valid e-mail address and telephone number for notification purposes. The BIODATA FORM must be fully completed including a proposed hourly rate and proposed duty station and signed for the submission to be considered. A BIODATA FORM without a proposed hourly rate and/or signature may cause you to not be considered.

(d) Qualified individuals must submit a resume (or a curriculum vitae) which clearly demonstrates their education, experience, knowledge, and skills and abilities as they relate to the qualification elements. Resume must indicate: the earliest possible start date for the Candidate; as well as formal title, and duration (start date/end date) for each listed position. RESUME IS LIMITED TO

10 PAGES AND MUST NOT CONTAIN A PHOTO OR ANY SALARY INFORMATION.

(e) Describe your experience and knowledge in regards to the qualification requirements in no more than five pages. Clearly demonstrate how your prior experience is relevant to the duties and qualification requirements of this position. The responses should describe specifically and accurately what experience, training, education and/or awards you have received that are relevant to each factor. Cite specific examples where appropriate. Also include your proposed duty station

(MCC Headquarters or remote city name).

(f) Qualified individuals must submit no fewer than three and no more than five professional references, who are not relatives or family members. Submitted references MUST include current information, as follows:

Name and title of reference

Candidate’s relationship to reference

Reference current telephone number (work or personal)

Reference e-mail address (work)

(g) Submissions must be signed and received prior to the closing date and time specified above to be considered for this position. Typed signatures are not acceptable.

To ensure consideration of Submissions for the intended position, please reference the position title and announcement number on the subject line of your submission email and on supporting documentation and any cover letter.

12. RESPONSE DEADLINE

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Electronic submission is required. Mailed copies of any submission shall not be accepted. Electronic packages shall be submitted by e-mail to Ms. Cindy Guo (guoc@mcc.gov) and Ms. Jacqueline Naranjo

(naranjoj@mcc.gov) before the deadline stated on page 1 of this Combined Synopsis Solicitation.

Submission shall reference the position title AND the announcement number in the e-mail subject line.

MCC does not accept responsibility for delays in transmission or receipt of any submission. Candidates are responsible for submitting their package so as to reach the designated Government office by the closing date and time specified on page 1 of this Combined Synopsis Solicitation. Submissions received after the closing date and time will not be considered, unless there is acceptable evidence to establish that it was indeed received by the Government installation prior to the time and date specified in this announcement.

Receipt of submissions in response to this announcement does not constitute an award commitment. The

U.S. Government will not reimburse any costs incurred in the preparation of a submission. Any submission is at the sole risk and expense of the Candidate.

13. QUESTION DEADLINE

Any questions regarding this announcement shall be submitted in writing via email only (no phone calls) to guoc@mcc.gov, and naranjoj@mcc.gov before the deadline as given on page 1 of this Combined

Synopsis Solicitation.

14. SELECTION PROCESS

In order to be considered for the requirement, a candidate must meet the qualifications listed above.

Consideration and selection will be based on a panel evaluation in accordance with the

QUALIFICATIONS REQUIRED (see Section 6). In addition to the materials listed above, Candidates are strongly encouraged to write a cover letter, not to exceed one page, to highlight their suitability for this position. The cover letter is NOT included in the required written narrative.

All submissions will be evaluated based on the documentation submitted, the Candidate’s evidence of the above qualification requirements, performance in a potential discussion/negotiation session, if conducted, and information provided by references, if contacted. Please note that for evaluation purposes, MCC will take into consideration your proposed labor rate. All submissions will receive one of three scores for each of the required and desired qualifications: Does Not Meet, Meets, or Exceeds. MCC reserves the right to conduct interviews with the most qualified candidates and/or conduct a reference check on those individuals.

Candidates are strongly encouraged to ensure the work history portion thoroughly documents the duties, responsibilities and accomplishments that are directly related to this requirement in order to verify specialized experience. Errors or omissions may affect your evaluation.

The U.S. Government and MCC are not obligated to make any award or pay for any costs associated with the preparation and submission of a proposal in response to this announcement. Award of this contract is contingent on availability of funds. MCC reserves the right to not award any contract as a result of this announcement.

15. CONTRACT AWARD

This contract shall be awarded solely to an individual, not to a firm. The individual must have an active

DUNS # and an active record in the System for Award Management (SAM). The approval of your record in SAM may take a few weeks. Your SAM record must be active before the contract is awarded. MCC mailto:guoc@mcc.gov mailto:naranjoj@mcc.gov mailto:guoc@mcc.gov mailto:naranjoj@mcc.gov

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SAM at the time of award.

See Addendum 4 for a Quick Start Guide on the SAM registration process.

16. CONTRACT AND PERIOD OF PERFORMANCE

The successful candidate may be offered an intermittent (part-time), personal services type contract for a one-year base period, plus four (4) 12-month option periods, to be exercised based upon performance, agency requirements and available funding.

The base period of performance shall be from date of award through 12 months. All option periods are exercised at the sole discretion of MCC. This intermittent contract will have a maximum of 1,250 hours annually.

Overtime is not authorized on this contract.

17. PLACE OF PERFORMANCE

The Contractor’s primary duty station will be either at MCC headquarters in Washington, DC, or a remote location subject to the approval of MCC. If located at MCC Headquarters, the Contractor may also perform work at his or her home office (i.e., telework) as approved by MCC.

18. ADDENDA

Addendum 1: Additional Clauses

Addendum 2: Position Description

Addendum 3: MCC Biodata Form

Addendum 4: SAM Quick Start Guide for Contract Registrations

Addendum 5: How to Apply for a PSC Position

(CONTINUED ON NEXT PAGE)

ADDENDUM 1: Additional Clauses

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1. FAR 52.252-1 -- Solicitation Provisions Incorporated by Reference (Feb 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this address: https://www.acquisition.gov/?q=browsefar

The following provision(s) are incorporated by reference:

52.204‐16 COMMERCIAL AND GOVERNMENT ENTITY CODE

REPORTING

JUL 2016

52.212-1 INSTRUCTIONS TO OFFERORS – COMMERCIAL

ITEMS

JAN 2017

52.216-31 TIME-AND-MATERIALS/LABOR-HOUR PROPOSAL FEB 2007

REQUIREMENTS—COMMERCIAL ITEM

ACQUISITION

(End of Provision)

2. FAR 52.252-2 -- Clauses Incorporated by Reference (Feb 1998)

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

The following clause(s) are incorporated by reference

FAR Clause Title Date

52.204‐9 PERSONAL IDENTITY VERIFICATION OF

CONTRACTOR PERSONNEL

JAN 2011

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE

JUL 2016

52.204-19 INCORPORATION BY REFERENCE OF

REPRESENTATIONS AND CERTIFICATIONS

DEC 2014

52.212-4/Alt I CONTRACT TERMS AND CONDITIONS –

COMMERCIAL ITEMS / ALTERNATE I

OCT 2018 /

JAN 2017

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED

OBLIGATIONS

JUN 2013

52.232‐40 PROVIDING ACCELERATED PAYMENTS TO SMALL

BUSINESS

DEC 2013

SUBCONTRACTORS

52.237-1 SITE VISIT APR 1984

52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,

EQUIPMENT,VEGETATION

APR 1984

52.245-1 GOVERNMENT PROPERTY JAN 2017

52.245-9 USE AND CHARGES APR 2012

(End of Clause)

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3. FAR 52.204-1 – Approval of Contract (Dec 1989)

This contract is subject to the written approval of the Contracting Officer and shall not be binding until so approved.

(End of Clause)

4. FAR 52.212-2 – Evaluation – Commercial Items (Oct 2014)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

See Paragraph 6 – Qualifications Required on pages 4-5 above.

(b) Options. Except when it is determined in accordance with FAR 17.206(b) not to be in the

Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. This includes options under FAR clause

52.217-8, Option to Extend Services, which applies to this solicitation. Evaluation of options under FAR

52.217-8 will be accomplished by using the prices offered for the last option period to determine the price for a 6-month option period, which will be added to the base and other option years to arrive at the total price. Evaluation of options will not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of Provision)

5. FAR 52.212-3 – Offeror Representations and Certifications – Commercial Items (Oct 2018)

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the annual representations and certification electronically in the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (u)) of this provision.

(a) Definitions. As used in this provision—

“Economically disadvantaged women-owned small business (EDWOSB) concern” means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the

United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

“Forced or indentured child labor” means all work or service—

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

https://www.sam.gov/

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“Highest-level owner” means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

“Immediate owner” means an entity, other than the offeror, that has direct control of the offeror.

Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

“Inverted domestic corporation”, means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

“Manufactured end product” means any end product in product and service codes (PSCs) 1000-9999, except—

(1) PSC 5510, Lumber and Related Basic Wood Materials;

(2) Product or Service Group (PSG) 87, Agricultural Supplies;

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

(5) PSC 9410, Crude Grades of Plant Materials;

(6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) PSC 9610, Ores;

(9) PSC 9620, Minerals, Natural and Synthetic; and

(10) PSC 9630, Additive Metal Materials.

“Place of manufacture” means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the

Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

“Predecessor” means an entity that is replaced by a successor and includes any predecessors of the predecessor.

“Restricted business operations” means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174).

Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

(1) Are conducted under contract directly and exclusively with the regional government of southern

Sudan;

(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the

Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

(3) Consist of providing goods or services to marginalized populations of Sudan;

(4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization;

(5) Consist of providing goods or services that are used only to promote health or education; or

(6) Have been voluntarily suspended.

“Sensitive technology”— http://uscode.house.gov/

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(1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically—

(i) To restrict the free flow of unbiased information in Iran; or

(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

(2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency

Economic Powers Act (50 U.S.C. 1702(b)(3)).

“Service-disabled veteran-owned small business concern”—

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

“Small business concern” means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and size standards in this solicitation.

“Small disadvantaged business concern”, consistent with 13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that—

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by—

(i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and

(2) The management and daily business operations of which are controlled (as defined at 13.CFR

124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

“Subsidiary” means an entity in which more than 50 percent of the entity is owned—

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation.

“Successor” means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term

“successor” does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

“Veteran-owned small business concern” means a small business concern—

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C.

101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

“Women-owned small business (WOSB) concern eligible under the WOSB Program” (in accordance with 13 CFR part 127), means a small business concern that is at least 51 percent directly and http://uscode.house.gov/ http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section101(2)&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section101(16)&num=0&edition=prelim http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t37t40+200+2++%2838%29%20%20AND%20%28%2838%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20

95332419Q0052 OGC Attorney Advisor (International Operations) PSC Page 14 of 43 unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States.

“Women-owned small business concern” means a small business concern—

(1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

(b)(1) Annual Representations and Certifications. Any changes provided by the Offeror in paragraph

(b)(2) of this provision do not automatically change the representations and certifications in SAM.

(2) The offeror has completed the annual representations and certifications electronically in SAM accessed through http://www.sam.gov. After reviewing SAM information, the Offeror verifies by submission of this offer that the representations and certifications currently posted electronically at

FAR 52.212-3, Offeror Representations and Certifications—Commercial Items, have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), at the time this offer is submitted and are incorporated in this offer by reference (see FAR 4.1201), except for paragraphs

[Offeror to identify the applicable paragraphs at (c) through (u) of this provision that the offeror has completed for the purposes of this solicitation only, if any.

These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted electronically on SAM.]

(c) Offerors must complete the following representations when the resulting contract will be performed in the United States or its outlying areas. Check all that apply.

(1) Small business concern. The offeror represents as part of its offer that it □ is, □ is not a small business concern.

(2) Veteran-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents as part of its offer that it □ is, □ is not a veteran-owned small business concern.

(3) Service-disabled veteran-owned small business concern. [Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (c)(2) of this provision.] The offeror represents as part of its offer that it □ is, □ is not a service-disabled veteran-owned small business concern.

(4) Small disadvantaged business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents, that it □ is, □ is not a small disadvantaged business concern as defined in 13 CFR 124.1002.

(5) Women-owned small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it □ is, □ is not a women-owned small business concern.

(6) WOSB concern eligible under the WOSB Program. [Complete only if the offeror represented itself as a women-owned small business concern in paragraph (c)(5) of this provision.] The offeror represents that— http://www.sam.gov/ https://acquisition.gov/sites/default/files/current/far/html/52_212_213.html#wp1179194 https://acquisition.gov/sites/default/files/current/far/html/Subpart%204_12.html#wp1073667

95332419Q0052 OGC Attorney Advisor (International Operations) PSC Page 15 of 43

(i) It □ is,□ is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It □ is, □ is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (c)(6)(i) of this provision is accurate for each WOSB concern eligible under the WOSB Program participating in the joint venture. [The offeror shall enter the name or names of the

WOSB concern eligible under the WOSB Program and other small businesses that are participating in the joint venture: __________.] Each WOSB concern eligible under the WOSB Program participating in the joint venture shall submit a separate signed copy of the WOSB representation.

(7) Economically disadvantaged women-owned small business (EDWOSB) concern. [Complete only if the offeror represented itself as a WOSB concern eligible under the WOSB Program in (c)(6) of this provision.] The offeror represents that—

(i) It □ is, □ is not an EDWOSB concern, has provided all the required documents to the WOSB

Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and

(ii) It □ is, □ is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (c)(7)(i) of this provision is accurate for each EDWOSB concern participating in the joint venture. [The offeror shall enter the name or names of the EDWOSB concern and other small businesses that are participating in the joint venture:__________.] Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.

Note: Complete paragraphs (c)(8) and (c)(9) only if this solicitation is expected to exceed the simplified acquisition threshold.

(8) Women-owned business concern (other than small business concern). [Complete only if the offeror is a women-owned business concern and did not represent itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents that it □ is a women-owned business concern.

(9) Tie bid priority for labor surplus area concerns. If this is an invitation for bid, small business offerors may identify the labor surplus areas in which costs to be incurred on account of manufacturing or production (by offeror or first-tier subcontractors) amount to more than 50 percent of the contract price:____________________________________

(10) HUBZone small business concern. [Complete only if the offeror represented itself as a small business concern in paragraph (c)(1) of this provision.] The offeror represents, as part of its offer, that—

(i) It □ is, □ is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business

Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR Part 126; and

(ii) It □ is, □ is not a HUBZone joint venture that complies with the requirements of 13 CFR Part

126, and the representation in paragraph (c)(10)(i) of this provision is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The offeror shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: __________.] Each

HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

(d) Representations required to implement provisions of Executive Order 11246—

(1) Previous contracts and compliance. The offeror represents that—

95332419Q0052 OGC Attorney Advisor (International Operations) PSC Page 16 of 43

(i) It □ has, □ has not participated in a previous contract or subcontract subject to the Equal

Opportunity clause of this solicitation; and

(ii) It □ has, □ has not filed all required compliance reports.

(2) Affirmative Action Compliance. The offeror represents that—

(i) It □ has developed and has on file, □ has not developed and does not have on file, at each establishment, affirmative action programs required by rules and regulations of the Secretary of Labor (41

CFR parts 60-1 and 60-2), or

(ii) It □ has not previously had contracts subject to the written…