CI solicitation 83310122R0007 EXIM-wide Legal Services.pdf

EXIM-wide Legal Services FAR 12 Commercial Item - IDIQ T&M / LH - Full and Open Competition

RFP Solicitation # 83310122R0007

PROJECT: EXIM-wide Legal Services

PROPOSAL DUE

DATE AND TIME:

October 24, 2022 (Monday) 5:00pm Eastern Time (GMT -04:00)

SUBMIT TO: Export Import Bank of the United States See E.2 ADDENDUM TO 52.212-1 INSTRUCTIONS TO OFFERORS-COMMERCIAL ITEMS, of the Solicitation for instructions.

SOLICITATION

NUMBER:

RFP 83310122R0007

PROPERTY OF THE UNITED STATES GOVERNMENT COPYING, DISSEMINATION, OR DISTRIBUTION OF DRAWINGS, PLANS OR SPECIFICATIONS TO UNAUTHORIZED USERS IS PROHIBITED. PROPERLY DESTROY DOCUMENTS WHEN NO LONGER NEEDED. DO NOT REMOVE THIS NOTICE.

REQUEST

FOR

PROPOSAL

Table of Contents

Section A – Standard Form (SF) 1449

A.1 SF 1449 Solicitation / Contract / Order for COMMERCIAL ITEMS

A.2 NAICS Code and PSC Assignments

A.3 Contract Ceiling Limit and Minimum Guarantee

A.4 Communications and Currency

A.5 52.216-1 Type of Contract

A.6 Ordering Period

A.7 Other Direct Costs (ODCs)

A.8 Travel

A.9 Authorization of Government Paid Travel

A.10 Program Management Costs

A.11 Final Payment

Section B – Continuation of SF 1449

B.1 General and Legal Service Categories

B.2 Submission of Invoices (Continuation of Block 18b)

B.3 Advance Payments

B.4 Schedule of Supplies / Services

B.5 Fixed Price Task Orders

B.6 Time and Materials / Labor Hour Task Orders

B.7 Task Order (TO) Pricing

B.8 Cancellation / Termination Policy

B.9 Labor Standards and Work Hours

B.10 Safety Requirements

B.11 Limitation of Liability

B.12 Period of Performance

B.13 Delivery

B.14 Notification to the Government of Delays

B.15 Place of Performance

B.16 Observance of US Federal Holidays and Excused Absence

1.1. Performance Work Statement (PWS)

1.2. Agency Background

1.3. Purpose and Description of Legal Services Categories

1.4. Non-Personal Services

1.5. Awardee Assessments

1.6. List of Labor Categories

1.7. Transaction Regions and Sectors

1.8. Energy

1.9. Transportation – Equipment Finance

1.10. Transportation – Other Finance

1.11. Telecommunications and Information Technology

1.12. Agriculture

1.13. Metals and Mining

1.14. Space

1.15. Oil & Gas

1.16. Other Infrastructure and Business Activities

1.17. Non-Transactional Services – Litigation & Alternative Dispute Resolution

1.18. Non-Transactional Services – Compliance

1.19. Non-Transactional Services – Administrative Law

1.20. Non-Transactional Services – Other

1.21. Geographic Areas

1.22. Contractor Responsibilities

1.23. Compliance with EXIM Guidelines for Finance Matters

1.24. Duplication of Effort

1.25. Interpretation of Agreement and Notification of Ambiguities

1.26. Rights to Information

1.27. Subcontracting and Subcontracting Plan

1.28. Commercial vs. Individual Plans

1.29. Quality Control Plan (QCP) and Control Procedures

1.30. Quality Assurance Surveillance Plan (QASP)

1.31. Contractor Performance and CPARS Evaluation

1.32. IDIQ Overall Deliverables

1.33. Monthly TO List

1.34. Technical Capability Report

1.35. By-Name Attorney List

1.36. Additional reports

1.37. Acceptance of Deliverables

1.38. Acceptance Criteria

1.39. Insurance

1.40. Cooperation

1.41. Post-Award Conference

1.42. Professional Associations and Organizations

1.43. Key Personnel

1.44. Security and Clearance Requirements

1.45. Compliance with Information and Technology Security Policies, Procedures, and Requirements

1.46. Government Furnished Property (GFP)

Section C – Contract Clauses

Section D – Contract Exhibits

1.1 EXHIBIT 1 – Potential IDIQ Contract Holder’s Self-Assessment Checklist

1.2 EXHIBIT 2 – Subcontracting Plan Template and Instructions

1.3 EXHIBIT 3 – Fair Opportunity Order Method Procedures and Notice

Section E – Solicitation Provisions

Best Value Evaluation Determination

Evaluation Criteria

Basis for Contract Award

Phase 1 – Volume II PAST PERFORMANCE

Phase 2 – Volume III- TECHNICAL

Phase 2 – Volume IV - PRICE

Proposal Instructions:

VOLUME I – ADMINISTRATIVE

VOLUME II – FACTOR 1: PAST PERFORMANCE

VOLUME III – TECHNICAL

VOLUME IV – PRICING

Section A – Standard Form (SF) 1449

A.1 SF 1449 Solicitation / Contract / Order for COMMERCIAL ITEMS

Registered Interested Parties Session – Phase 1 Questions

1) SAM.gov, Contracting Opportunities,

2) Vendor must Sign-In / Log-In into SAM.gov.

3) Within the SAM.gov solicitation notice under the area “Interested Vendor List”, vendors can register as an interested party. See snapshot below.

4) Vendors must be registered within 21-days (Monday, October 10, 2021) after the solicitation notice posting.

a. All questions are to be submitted in one email.

b. Telephonic inquiries will not be entertained.

c. Offerors are responsible for confirming receipt of questions.

5) Submit questions no later than COB Tuesday, October 11, 2022, concerning this solicitation to both:

patricia.ludlow@exim.gov -and- thu.vo@exim.gov

6) Registered vendors with an identified individual and email address will receive an invite to a Registered Interested Parties Session with the requirements offices and the contracting officer conducted via teleconference.

a. All registered parties may participate.

b. Submitted questions will be answered.

c. Offerors may ask additional questions.

7) Answers to questions will also be posted as QandA to SAM.gov as an amendment to this solicitation.

mailto:patricia.ludlow@exim.gov

Definitions and Acronyms for Solicitation Commercial Service Services of a type offered and sold competitively in substantial quantities in the commercial marketplace based on established catalog or market prices for specific tasks performed or specific outcomes to be achieved and under standard commercial terms and conditions.

NAICS Code North American Industry Classification System (NAICS) Code is a standard used by Federal statistical agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data related to the US business economy performed by the US Census Bureau.

PSC Manual Product and Service Code (PSC) Manual provide codes to describe products, services, and research and development (R&D) purchased by the federal government. These codes indicate “WHAT” was bought for each contract action and reported and tracked in the Federal Procurement Data System (FPDS).

SBA US Small Business Administration (SBA) helps Americans start, build, and grow businesses. Through an extensive network of field offices and partnerships, the SBA assists and protects the interests of small business concerns.

SBA sets the SBA Size Standards within the published Table of size standards per the North American Industry Classification System (NAICS) Code.

Subcontracting and Subcontracting Plan

FAR 19.7 describes the Small Business Subcontracting Program.

SBA.gov Prime and subcontracting, provides information on subcontracting, subcontracting plans per FAR 52.219-9, and reporting requirements. Subcontracting templates can be found in numerous locations. The following template is included with the solicitation as EXIBIT 2:

• Subcontracting Plan TEMPLATE and Instructions

CONUS Continental United States (CONUS)

OCONUS Outside Contiguous United States (OCONUS) only includes Alaska, Hawaii, US territories, and US possessions outside the contiguous 48 United States of America.

Foreign (overseas) For the purpose of this solicitation requirements, foreign means a place or country situated outside both the Continental United States (CONUS) and Outside Contiguous United States (OCONUS).

Travel Regulations FAR 31.205-46 Travel costs CONUS – General Services Administration (GSA) OCONUS – Department of Defense (DoD) Foreign (overseas) – Department of State (State)

TDY Temporary Duty (TDY) may include CONUS, OCONUS, or foreign travel. For the purpose of this solicitation (if travel is authorized), TDY is identified as 50 miles or 80.47 kilometers from the official location / duty station of the contractor’s facilities.

COR Contracting Officer’s Representative (COR) has specific written delegated authority from the contracting officer to perform approved tasks.

The COR serves as a technical liaison between EXIM and the Contractor with respect to the IDIQ. The COR also performs contract administration duties as directed by the Contracting Officer. The COR is also responsible for the acceptance of all deliverables for the IDIQ specified herein, and such other responsibilities as may be specified in the IDIQ. The COR assists the Contracting Officer in the administration of the contract, and each Task Order issued thereunder.

The COR is not authorized to make any commitments or otherwise obligate EXIM or authorize any changes, which affect the IDIQ pricing, terms, or conditions, or of any Task Order issued thereunder. Any requests for changes by the Contractor shall be submitted to the Contracting Officer directly or through the COR. No such changes shall be made to the IDIQ contract or to any Task Order issued thereunder without the express prior authorization of the Contracting Officer.

https://www.census.gov/naics/ https://www.census.gov/naics/ https://www.acquisition.gov/psc-manual https://www.acquisition.gov/psc-manual https://www.sba.gov/federal-contracting/contracting-guide/size-standards https://www.sba.gov/document/support-table-size-standards https://www.census.gov/naics/ https://acquisition.gov/far/subpart-19.7 https://www.sba.gov/federal-contracting/contracting-guide/prime-subcontracting https://acquisition.gov/far/52.219-9 https://www.gsa.gov/travel/plan-book/per-diem-rates https://www.defensetravel.dod.mil/site/perdiemCalc.cfm https://aoprals.state.gov/web920/per_diem.asp

CO Contracting Officer (CO or KO) is a government employee empowered to bind the US Federal Government to the terms of a federal contract for the procurement of goods and/or services.

Contracting Officer's Authority - The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this IDIQ and in each of the Task Orders issued thereunder, and, notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and the contractor will be operating at its own risk of being compensated for the changed work. No adjustment will be made in the contract terms and conditions, including price, on the basis of any unauthorized change. Only the Contracting Officer has the authority to: (1) authorize any changes in the performance work statement; (2) modify or extend the period of performance; (3) change the delivery schedule, (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this IDIQ or a Task Order issued thereunder; or (5) otherwise change any terms and conditions of this IDIQ or of any Task Order issued thereunder.

Communications pertaining to IDIQ contract administration matters shall be addressed to the Contracting Officer.

No changes in or deviation from the scope of the work shall be affected without a supplemental agreement (IDIQ modification) executed by the Contracting Officer authorizing such changes. Contract administration shall be addressed in each Task Order to be issued hereunder. In the event a Task Order fails to address a contract administration matter that is addressed in the IDIQ contract, the terms of the IDIQ contract shall apply to the Task Order.

At time of this solicitation, the Contracting Officer for this IDIQ is: patricia.ludlow@exim.gov

EXIM Project Attorney / Subject Matter Expert (SME)

An EXIM project attorney (Project Attorney) for each Task Order (TO) will be designated at the time the order is issued. The Project Attorney serves as a SME in the matter that is the subject of the order. The Project Attorney generally will be either (a) the EXIM OGC staff attorney assigned to work on the transaction on a day-to-day basis and or (b) the other attorneys identified below. Within the scope of the order, the Project Attorney will provide technical direction to the Contractor on the timing and manner in which services are to be performed and will provide technical review and recommendations to the COR for final acceptance of written work product and deliverables. The Project Attorney will also be part of the review and approval process for the Contractor's invoices.

In addition to the assigned OGC staff attorney referenced above, the Project Attorney for orders related to sectors identified shall also be either the

• Assistant General Counsel for Structured & Project Finance, or the Assistant General Counsel for Trade Finance & Insurance / Small Business,

• Assistant General Counsel for Transportation Equipment,

• Assistant General Counsel for Litigation, Fraud and Compliance, or

• Any of the above attorneys as well as the Assistant General Counsel for Administrative Law.

In each instance, additional staff attorneys may be assigned to assist the primary Project Attorney, as may be authorized by the Project Attorney, or the General Counsel, or Deputy General Counsel.

Government Roles and Responsibilities

Primary Points of Contact (POC) for the Government on matters regarding contract administration as well as other administrative information will be identified at time of award and for each task order. The Government reserves the right to unilaterally change any of these individual assignments at any time.

Limitation of Authority Questions from the Contractor relating to the terms and or conditions of the IDIQ contract shall be referred to the IDIQ Contracting Officer. Questions regarding Task Orders (TOs) shall be addressed to the Contracting Officer identified on the TO. No written or oral statement of the COR or the Project Attorneys or any other person shall serve as a basis for modification of the terms of the IDIQ contract or of any TO, unless confirmed in writing by the Contracting Officer.

If the COR, the EXIM Project Attorney, or any other EXIM employee requests the Contractor to provide services which are outside the scope of the IDIQ contract or of the TOs, the Contractor should promptly advise the Contracting Officer immediately of the requested change, preferably in writing if time permits. The Contractor understands that providing services at the request of a person other than the Contracting Officer, to include services that are outside of the scope of the IDIQ contract or any of the TOs issued thereunder, will result in nonpayment for those services unless the Contracting Officer ratifies the change request.

IDV Indefinite Delivery Vehicle (IDV) a shortened acronym that is inclusive of IDIQs, Blanket Purchase Agreements (BPAs), Blanket Ordering Agreements (BOAs), or other base / master contracts or agreements under which task orders or delivery orders may be issued.

mailto:patricia.ludlow@exim.gov

IDIQ Indefinite Delivery Indefinite Quantity (IDIQ) per FAR 16.502 and 16.504, IDIQs provide a base / master contract terms and conditions (T&Cs) with a pool of determined qualified contractors for which task orders or delivery orders for specific tasks or products may be more easily awarded in a streamlined acquisition process.

TO Task Order (TO) is for services that is issued through the Request for Quotation (RFQ) or Task Order Request (TOR) as the ordering process to place an order for services against an established base master contract or established sources. Each TO has specific task performance requirements and its own Period of Performance (PoP).

DO Delivery Order (DO) is for services that is issued through the Request for Quotation (RFQ) or Request for DO Submission ordering process as an award from the relevant base master contract. Each DO have specific task performance requirements.

TO / DO Task Order and Delivery Order may be used interchangeably incidentally and/or unknowingly.

Ordering Instructions and Notification

Ordering instructions and fair opportunity notification process is identified within this solicitation.

RFP Request for Proposal (RFP) is a business document that announces a project, describes it, and solicits offers / proposals from qualified contractors to complete it.

RFQ Request for Quotation (RFQ) / Task Order Request (TOR) is the initiation process to begin the Fair Opportunity process against an established base master contract or established sources.

Time-and-Material (T&M)

T&M must have Fixed hourly rates. The contract shall specify separate fixed hourly rates that include wages, overhead, general and administrative expenses, and profit for each category of labor.

Time-and-Materials Contracts include:

Direct materials that are used or consumed directly in connection with the furnishing of the end product or service.

Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(1) Performed by the contractor;

(2) Performed by the subcontractors; or

(3) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

Materials means-

(1) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(2) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(3) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.); and

(4) Applicable indirect costs.

A time-and-materials contract provides for acquiring supplies or services on the basis of-

(1) Direct labor hours at specified fixed hourly rates that include wages, overhead, general and administrative expenses, and profit; and

(2) Actual cost for materials (except as provided for in 31.205-26(e) and (f)).

Labor-Hour (LH) Labor-hour contract is a variation of the time-and-materials contract, differing only in that materials are not supplied by the contractor.

Level-of-Effort (LoE)

Required level of effort may be identified and agreed upon in advance for a specific task order. As applicable for a specific task order, the contractor is to provide a specified level of effort, over a stated period of time, on work that can be stated only in general terms; and the government is to pay the contractor a fixed dollar amount. Payment is based on the effort expended rather than on the results achieved.

A.2 NAICS Code and PSC Assignments

• 541110 Offices of Lawyers --- USD $13.5M SBA Size Standard or

• 541199 All Other Legal Services --- USD $18M SBA Size Standard

• R418 LEGAL SERVICES

A.3 Contract Ceiling Limit and Minimum Guarantee In accordance with (IAW) this contract, there is a maximum ceiling of $175,000,000 as a potential estimated aggregate value of task orders that may be issued under each awarded IDIQ contract vehicle https://www.acquisition.gov/far/part-31#FAR_31_205_26 up to 5-years. This estimated ceiling represents the need to protect US financial interests and the unpredictability and unreliability of global economic situations.

An unlimited number of task orders may be placed under this IDIQ contract during the term of this IDIQ contract, including option periods and extension of contract period under 52.217-8, if exercised.

A contractor has the right to refuse or reject orders IAW the limitations set per 52.216-19 Order Limitations. The contractor shall immediately notify the contracting officer of its intention to accept, reject, or compete for a given order, in writing, as follows:

1. When provided a task order notice through the Fair Opportunity process, notify the contracting officer of its intent by the specified task order response due date; or

2. At the time, that the contracting officer informs the contractor that a follow-on is contemplated for the continuance of an existing task order, the incumbent task order holder shall immediately inform the contracting officer of its intention with regard to accepting the continuance of work under said task order.

The minimum guaranteed contract amount is $3,000.00 per IDIQ contract award (including all options and contract extensions, if any).

A.4 Communications and Currency All communications oral, written or electronic, offer or proposal, and/or other in response to this solicitation and award of the IDIQ contract(s) shall be in the English language. Offers or other communications received in other than the English language shall be rejected without evaluation or consideration.

All monetary values proposed and accepted shall be in United States Dollars (USD). Monetary values not in USD shall be rejected without evaluation or consideration.

A.5 52.216-1 Type of Contract Per the Federal Acquisition Regulations (FAR) Part 12 Acquisition of Commercial Products and Commercial Services, this acquisition constitutes an acquisition of commercial products or commercial services IAW 12.102. The contract format is generally IAW FAR 12.303, Contract Format for Acquisition of Commercial Products and Commercial Services.

As a Commercial Item/Service Acquisition, conducted as a Full and Open Competition (unrestrictive) per FAR 6.102 and 12, the Government contemplates T&M / LH and Fixed Price award(s) of a single or multiple IDIQ contract(s) with CLINS for Firm-Fixed-Price (FFP) Hourly Rates (fully burdened (loaded)) to cover any resulting tasks from this solicitation.

(End of provision)

The EXIM-wide legal services are to be acquired through this contract resulting from this RFP and is commercial in nature. In accordance with FAR 12.207(b) and (c), use of a T&M / Labor-Hour contract is permissible for acquisition of commercial services when competitive procedures are used, and for IDIQ contracts, rates are established for the services to be acquired on a time and material basis. In accordance with FAR 16.601(c), a T&M / Labor-Hour contract is proper when it is not possible to accurately estimate the extent of duration of costs to be incurred or level of services to be rendered.

FAR clause 52.216-31 is mandated for inclusion in this RFP.

https://www.acquisition.gov/far/part-12#FAR_12_102

The multiple award IDIQ vehicle for EXIM-wide legal services will allow for Task Orders (TOs) to be issued on either a Firm Fixed Price (FFP), a Firm Price (FP) with possible adjustment based on adjustment of requirements circumstances, or Time and Materiel (T&M) / Labor-Hour basis. TOs may specify more than one pricing arrangement for different Contract Line-Item Numbers (CLINs) identified in the RFQ / TOR for the TO, with clearly distinguishable work requirements for each CLIN.

TOs may contain CLINs for Other Direct Costs (ODCs), such as subcontractor law firms in foreign jurisdictions, court fees, translation and notary expenses, travel expenses when approved in advance by EXIM and other direct costs typically reimbursed in the legal services industry.

A.6 Ordering Period The term of the EXIM-wide Legal Services IDIQ ordering period is five (5) years from date of award excluding any extensions to the ordering period under the authority of FAR Part 52.217-8.

IAW FAR 12.214, the resulting IDIQ contract and each Task Order issued thereunder are exempt from 48 CFR § 9903.201-1 - CAS applicability, Cost Accounting Standards (CAS). However, the CAS standards/definitions/procedures for travel expenses are made applicable to this contract and each task order issued thereunder, as a matter of contract administration.

Contractor is to provide its commercial, “best customer” firm-fixed price labor hour rates to cover all the requirements and tasks per this solicitation. These rates will be utilized for each FFP task order issued per FAR 16.505 IAW the fair opportunity procedures specified in the FAR and amplified in this solicitation.

For each labor category proposed, offerors must specify fixed hourly rates (fully burdened (loaded)) that include wages, overhead, G&A expenses, and profit. Proposed subcontractor rates shall not exceed the fixed hourly rates proposed for the prime contractor and made a part of the resulting IDIQ contract award. The prime contractor shall not add additional profit to or otherwise “mark-up” its subcontractor rates.

Prime contractor task order invoicing for services performed under Time and Materials (T&M) / Labor Hour (LH):

Labor

The prime contractor must specify whether the hourly rates for each labor category apply to labor performed by the prime contractor, its subcontractors, and/or affiliates under common control of the prime contractor, and multiple the hourly rates y the number of hours claimed for each personnel.

Materials

Reimbursed at actual cost without mark-up.

1. Direct purchase of materials by the prime contractor and/or subcontracts for materials, either of which may include incidental services.

2. Exception for contractor’s commercial items: prime contractor may invoice at its established catalog or market price.

3. Prime contractor shall apply: “Less any rebates, refunds, or discounts” that are “identified within or applicable to the contract”.

4. Prime contractor must ensure that the US Government receives credit for “cash and trade discounts, rebates, scrap commissions, and other amounts that are identified within or applicable to the contract”.

5. Unless specifically stated in the contract, the US Government will not separately pay for materials.

6. Other Direct Costs (ODCs) (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.) shall be invoiced as “materials”, without “mark-up”.

7. Indirect Costs (e.g., material handling, subcontract administration, etc.)

a. Indirect costs shall not be billed to the US Government unless the prime contractor obtains approval, in advance, from the contracting officer, to apply a fixed percentage or a pro-rata formula to a particular type of material / ODC / indirect expense.

A.7 Other Direct Costs (ODCs) ODCs may be reimbursed depending on the Task Order (TO) contract type. ODCs include travel costs, filing and registration fees, printing and binding expenses, and other allowable costs as described in FAR Part 31. ODCs must be pre-approved by the Contracting Officer (CO) or the Contracting Officer Representative (COR) at the TO level prior to the Contractor incurring these costs. Such pre-approval may be on the basis of the “type” of ODC (e.g., court filing fees) rather than required for each individual expense. Engagement of subcontractor law firms shall require the CO’s/COR’s pre-approval of the engagement letter between the awardee and the proposed subcontractor. Note:

reimbursement for ODCs shall not be made for general office expenses allocated across the awardee’s customer base through a percentage applied to each billing, such general office expenses being compensated by the overhead or General and Administrative components of the awardee’s hourly rates. Receipts or other documentation shall be submitted with each request for reimbursement of expenses over $50. A spreadsheet or other supporting documentation will be submitted for any one type of expense comprised of multiple entries that together total more than $50.

A.8 Travel Travel shall not be undertaken unless authorized in advance, in writing, by the COR or as approved by an awarded task order. Prescribed per diem rates shall be used rather than actual expense reimbursement for Meals and Incidental Expenses (M&IE). Reimbursement shall be limited to those non-meal/non-M&IE actual expenses with proper supporting documentation. Travel will be reimbursed in accordance with the US Government Federal Travel Regulations. Reference the Definitions and Acronyms for Solicitation in Section A, A.1.

A.9 Authorization of Government Paid Travel Although the Government does not anticipate a routine need for Contractor personnel to perform travel in order to perform the requirements of a given Task Order, Contractor personnel may be required to perform travel within the Continental United States (CONUS) and or Outside the Continental United States (OCONUS) in order to perform the services required in a given Task Order.

All such travel must be approved in writing in advance of undertaking the travel. The COR, in consultation with the Contracting Officer, is authorized to approve such travel. The Contractor shall be responsible for obtaining all passenger transportation, lodging, subsistence, and incidental expense items. Reimbursement of travel costs will be IAW FAR 31.205-46, Travel Costs. Costs for transportation, lodging, meals, and incidental expenses incurred by the Contractor are allowable subject to FAR 31.205-46 and must be in compliance with the Federal Travel Regulation (FTR) or Department of State regulations concerning overseas travel. The Contractor shall provide a request for travel with cost estimate to the TO COR for approval prior to commencement of travel. Requests for travel shall include the following information:

1. Name of traveler

2. Dates of travel

3. Destination(s)

4. Purpose of travel

5. Estimated transportation costs

6. Estimated lodging expense

7. Estimated meals and incidental expenses

8. Other expenses

Reimbursable travel shall not be conducted prior to the appropriate funding being added to the TO, if applicable. All reimbursable expenses over $50 must be supported by a receipt or statement in lieu of receipt, detailing the parameters of the expense. Expenses paid in foreign currency shall be reimbursed in USD using a publicly available currency exchange rate in effect on the date that the expense was incurred, not on the date that the expense was paid if different from the date on which the expense was incurred. Contractor personnel will apply for Value Added Tax (VAT) exclusion, on any expenses it incurs overseas for travel, supplies, subcontractors or otherwise and may tender a copy of its Task Order to the vendor/purveyor/subcontractor and or tax authorities as evidence that the expense is being incurred in direct performance of a contract with the US Government.

A.10 Program Management Costs Program management support costs encompass support for management, reporting requirements, and other costs associated with the Contractor's program management staff as it relates to the overall management of the IDIQ contract. These costs shall not be proposed or billed as a direct charge to the EXIM-wide legal services IDIQ contract or Task Orders thereunder. The Contractor is expected to address its program management support costs in setting its labor category hourly rates.

A.11 Final Payment At all times before final making final payment under the resulting IDIQ contract, the US Government shall be granted access to the prime contractor’s records and its employees and subcontractor employees whose time has been billed to the US Government, such access being for the purpose of verifying that these employees have worked the hours shown on the invoices. The prime contractor understands that it is responsible for the veracity of all entries included in its invoices and of its subcontractor invoices.

Section B – Continuation of SF 1449

B.1 General and Legal Service Categories The Export-Import Bank of the United States (EXIM) requires a multiple-award Indefinite Delivery, Indefinite Quantity (IDIQ) suite of contracts for the provision of non-personal Legal Services.

The EXIM-wide Legal Services Indefinite Delivery Vehicle (IDV) will a consist of seven (7) service categories:

IDV

Category

IDs

Legal Service Category Titles

Legal Service Category Descriptions (further described in the Performance Work Statement (PWS))

General Estimated

Task Orders Percentage ^

1 Structured and Project Finance * business development support, special projects, impaired credit matters, and assistance with respect to non-transactional legal issues and general legal questions that relate to these areas;

50%

2 Transportation Equipment Finance * business development support, aviation regulatory support, special projects, impaired credit matters, and assistance with respect to non-transactional legal issues and general legal questions that relate to these areas.;

30%

Sovereign and Corporate Credit Trade Finance and Insurance Finance * business development support, special projects, impaired credit matters, and assistance with respect to non-transactional legal issues and general legal questions that relate to these areas;

10%

Litigation, Arbitration and Alternative Dispute Resolution support with respect to litigation, arbitration and alternative dispute resolution issues generally and representation of EXIM as requested with respect to proceedings.

10% 5 Compliance assistance with respect to sanctions and compliance issues generally, the establishment of compliance systems, and any audits and investigations

6 Administrative Law assistance with respect to all administrative law issues addressed by EXIM’s Office of General Counsel (OGC)

7 Other general legal issues support not covered by any of the above categories.

* The “special projects” are contemplated to include a broad range of legal and policy issues, examples being application of System for Award Management (SAM) and Unique Enterprise Identifier (UEI) requirements; analysis of European Union (EU) law and EU regulatory issues such as EU State Aid, EU Bank Recovery and Resolution Directive (BRRD) and EU Blocking Regulation (EUBR) requirements, LIBOR transition, and assistance with establishment of reinsurance and other new programs and projects. With regard to each of the categories described above, it is anticipated that at times issues of local law in foreign jurisdiction may arise which will necessitate the prime contractor to retain local counsel in such jurisdictions on a sub-contract basis to provide relevant local law related assistance.

^ Note, the above is only an estimate since actual needs will depend on situational requirements. As a result, actual distribution of value across orders may vary per the maximum that may be ordered over the effective period of the IDIQ contracts to be awarded under this solicitation is $175,000,000 per IDIQ contract.

This Request for Proposal (RFP) will be the only solicitation issued for the EXIM-wide legal services requirement. To be awarded an IDIQ base contract under this RFP, an awardee must be capable of providing the requested legal services in at least one (1) of the seven (7) categories listed above.

It is the Government's desire to award between 20 and 25 IDIQ base master contracts in response to this RFP, with a desire to make awards broken-down by legal service category to qualifying firms to perform services for, IDV Category ID 1: five (5) awardees, IDV Category ID 2: three (3) awardees, IDV Category ID 3: two (2) awardees, and

IDV Category IDs 4 – 7: ten (10) to fifteen (15) awardees.

The Government reserves the ability to award more or fewer contracts in each category or on an overall basis as the needs of the Government dictate and taking into consideration the responses to the solicitation. The IDIQ contracts resulting from this RFP will provide EXIM-wide legal services in support of EXIM OGC's work with respect to transactions, special projects, litigation, compliance, and administrative law areas of legal practice. Awardees will provide support to EXIM OGC staff, as well as to other officers and employees of EXIM in other business divisions within EXIM, working in conjunction with EXIM personnel.

B.2 Submission of Invoices (Continuation of Block 18b) Offeror / contractor must be registered in the System for Award Management (SAM) https://www.sam.gov.

Invoicing instructions will be provided upon receipt of an award. Accounting and appropriation data will be established for each Task Order (TO).

Additional Invoice Requirements:

- Contractor invoices must clearly be in in a font size that is greater than a 7-font size.

- Contractor invoices must provide a clear explanation for each expense from a third-party vendor/subcontractor which the contractor is submitting to EXIM in its prime contractor invoice.

- Acronyms must be spelled out or an acronym key provided on the invoice.

- Each invoice must be complete and “proper” before it shall be considered received for the purposes of Prompt Payment Act interest accrual.

- Each invoice submitted by the contractor constitutes an official statement of the contractor seeking a benefit/compensation from the US Government.

- FAR 52.232-1 Payments applies to invoices for Fixed Price supplies and services tendered or performed under a given Task Order.

- FAR 52.232-7 Payments Under Time-and-Materials and Labor-Hour Contracts applies to request for payment for services performed on a T&M basis performed under a given Task Order.

B.3 Advance Payments For purchases of commercial products or commercial services, financing of the contract is the contractor’s responsibility.

B.4 Schedule of Supplies / Services Proposed pricing shall be in United States Dollars (USD) and rounded to the nearest whole cent. The Schedule of Supplies / Services (Schedule) is provided below.

https://www.sam.gov/

In the event that the contractor includes in its invoicing expenses incurred in foreign currency, the contractor must provide a citation to a commercially accepted currency conversion website that it used to convert the foreign currency amount to US Dollars. The date of the conversion shall be either the date that the expense was incurred, or the date that the contractor paid the provider/supplier.

Contractor is to provide labor categories, labor pools, labor mix, key personnel to meet task requirements within this solicitation.

Labor Categories, Labor Pools, Labor Mix, and Key Personnel Market Hourly Rate (fully burdened (loaded) in USD

[As applicable, fill out and complete the SF1449 Contract Line Items (CLINs) pricing]

• At the task order level, some task orders will be Firm-Fixed-Price while others will include Other Direct Costs (ODCs).

• Travel costs to be paid separately. Reference Definitions and Section B, Travel for additional information.

B.5 Fixed Price Task Orders Fixed price orders are defined under Federal Acquisition Regulation (FAR) Subpart 16.2.

B.6 Time and Materials / Labor Hour Task Orders T&M orders are defined under FAR Subpart 16.602.

B.7 Task Order (TO) Pricing This IDIQ contract vehicle for EXIM-wide legal services provides flexibility to determine fair and reasonable pricing specific to each TO requirement. Pricing structure for each TO awarded after fair opportunity notice shall be dependent upon established ceiling rates specified in the IDIQ vehicle, the level of competition for the specific need, known project risks, understanding of project uncertainties, complexity, urgency, and contract type. The ordering contracting officer (OCO) has the authority and responsibility to determine cost or price reasonableness for TO requirements which will be competed among qualified IDIQ awardees. The OCO must establish an appropriate CLIN structure and identify both the applicable contract type and clear delineation of work at the task level, for all CLINs in each

TO.

B.8 Cancellation / Termination Policy The US Government may terminate the IDIQ contract or the period of performance of any task order issued thereunder, for any reason, before or after the commencement of any work under a task order.

The US Government shall be liable for costs of a Termination for Convenience or Cause, as the case may be, IAW FAR 52.212-4. In the event the IDIQ contract is terminated or expires prior to the contractor having received a task order(s) totaling more than the “guaranteed minimum”, the US Government shall be liable to the contractor for payment of an invoice up to the amount of the “guaranteed minimum”.

Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party acknowledges the notice of cancellation. After the 30th business day all work will cease following completion of agreed work.

B.9 Labor Standards and Work Hours All work performed by the prime contractor and each of its subcontractors/suppliers shall be performed in accordance with commercial business practices and regulated labor standards prevailing in the jurisdiction where the services are being performed. The contractor is responsible for ensuring that all such practices and labor standards are enforced and followed and agrees to hold harmless and indemnify the US Government for any violation of same.

As determined by each task order, the contractor may be required to be “on-call” for emergency work and/or additional days, including weekends and holidays.

The contractor may only have a twenty-four (24) hour response time, from the time of notification from the government and/or issuance of a task order to begin task order services. Commencement of travel and or arranging for subcontractor performance in a foreign jurisdiction may constitute commencement of performance by the contractor.

B.10 Safety Requirements Reference FAR 52.212-4(q) and (r) the contractor shall comply with the US Occupational Safety and Health Administration's (OSHA) safety and health regulations and other such regulations applicable to the sites of the contractor’s performance of services, whether issued by a State within the US, or a foreign jurisdiction.

B.11 Limitation of Liability IAW FAR 52.212-4(p) and 52.246-25, the contractor’s liability to the US Government for damage to US Government property, materials, supplies, equipment shall be limited to that which is covered by the contractor’s policy of insurance and or reserve. The contractor shall maintain insurance as required by the jurisdictions in which it is located and in each jurisdiction in which it performs services under the resulting IDIQ contract.

B.12 Period of Performance The period of performance for the IDIQ contract resulting from this solicitation is five (5) years which may be extended up to six (6) months per clause 52.217-8.

The maximum period of performance under each task order issued under the IDIQ contract is five (5) years from the date of award of the task order with or without option periods depending on funding. A task order issued prior to the date of expiration of the IDIQ contract may continue to be performed for the period of performance specified in the said task order, notwithstanding the expiration of the IDIQ contract.

As applicable, notification requirements for unilateral exercise of option periods will be set out in each TO by FAR clause 52.217–9.

B.13 Delivery The services required under each individual task order shall be delivered and received by the Government within the time frame specified in each order.

B.14 Notification to the Government of Delays Task Order (TO) Pre-award: Prior to Task Order (TO) award, the Contractor shall determine if there are any risks to the performance schedule identified in the TO scope. The Contractor shall notify the Government of those risks in its response to the RFQ / TOR.

Task Order (TO) Post-award: In the event the Contractor anticipates difficulty in complying with the contract delivery schedule or completion date, or as soon as the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of the TO contract award, the Contractor shall immediately notify the TO Contracting Officer, TO COR, and SME/Project Attorney in writing of the cause and length of delay. This notification shall give pertinent details of the cause and anticipated length of the delay. This notification requirement shall not be construed as a waiver by the Government of any delivery schedule or date, or any rights or remedies provided by law or under this contract to include full or partial termination of the contract by default.

The Contractor shall comply with FAR 52.212-4(f) as pertains to excusable delays.

B.15 Place of Performance The primary place of performance will be the location of the awardee and/or subcontractor based on issuance of each task order unless other locations corresponding to the sites of the legal matter the subject of the task order.

The contractor’s facilities may be located within CONUS, OCUNUS, or Foreign (overseas) areas. The contractor shall furnish all labor, materials, supervision, equipment, transportation necessary to conduct, document, or other to successfully complete performance of each task order.

The Contractor may be required to attend occasional meetings in-person with EXIM staff at EXIM Headquarters located at:

811 Vermont Avenue, NW, Washington DC 20571

B.16 Observance of US Federal Holidays and Excused Absence The Government hereby provides notification that Government personnel observe the listed days as holidays:

(1) New Year's Day (7) Labor Day

(2) Martin Luther King's Birthday (8) Columbus Day

(3) President's Day (9) Veterans' Day

(4) Memorial Day (10) Thanksgiving Day

(5) Independence Day (11) Christmas Day

(6) Juneteenth

In addition to the days designated as holidays, the Government observes the following days:

(1) Any other day designated by Federal Statute

(2) Any other day designated by Executive Order

(3) Any other day designated by the President's Proclamation

1.1. Performance Work Statement (PWS)

1.2. Agency Background

EXIM is the official export credit agency of the United States. EXIM is an independent Executive Branch agency with a mission of supporting American jobs by facilitating the export of U.S. goods and services. For further information about EXIM see www.EXIM.gov.

1.3. Purpose and Description of Legal Services Categories

EXIM's Office of General Counsel (OGC) is charged with providing EXIM with high-quality legal representation and advice in the most practical, efficient, and cost-effective manner. To assist it in http://www.dfc.gov/ discharging these responsibilities, EXIM occasionally engages outside counsel for assistance with development of projects of programmatic significance, and origination, portfolio management and, when needed, restructuring, enforcement and dispute resolution with respect to transactions in countries worldwide, including, but not limited to, the regions of Central and South America, the Caribbean, Eastern Europe, the Middle East, North Africa, sub-Saharan Africa, Central Asia, South-East Asia, and Oceania. EXIM operates in multiple sectors, including but not limited to infrastructure, power (renewable, nuclear, oil/gas-fired, agriculture, metals and mining, transportation (including roadway, railway, and sea or air ports), aircraft and locomotives/rail, air traffic management, Liquefied natural gas (LNG) and other oil and gas, petrochemicals, telecommunications and information technology, space (including satellites and launch services, and supply chain logistics. EXIM has also recently initiated its Domestic Infrastructure in support of Exports program, authorizing financial assistance to domestic infrastructure projects with a demonstrable nexus to increasing exports.

Defined in Section B.1, contractors shall provide non-personal EXIM-wide Legal Services to EXIM OGC and other offices within EXIM in conjunction with OGC, involving one or more of the following:

IDV Category IDs Legal Service Categories 1 structured and project finance, 2 transportation equipment finance, 3 sovereign and corporate credit trade finance and insurance finance, 4 litigation, arbitration, and alternative dispute resolution, 5 compliance, 6 administrative law, and 7 other general legal issues support.

[see Section B.1, supra] In the case of (1), (2) and (3) such services shall include (but not be limited to) any or all of:

• due diligence,

• structuring,

• negotiation,

• documentation,

• monitoring,

• collection/enforcement and/or

• divestiture related to one or more of the relevant types of transactions and assistance with respect to non-transactional legal issues and general legal questions that relate to these areas.

The required services relate only to transactions and other matters in which EXIM pays its counsel's legal fees, and not to transactions in which the borrower/guarantor/insured/sponsor pays the fees of EXIM's counsel. There is no minimum amount of the financial assistance (direct loans, guaranteed loans, and insurance) made available to a particular transaction participation under EXIM’s programs. Loan and insurance transactions range from small amounts up to multi-billion-dollar financings.

In the case of (4), litigation, arbitration, and alternative dispute resolution services may include, but not be limited to expertise in analyzing legislation and regulations and applying same to EXIM, assisting in document production and discovery, serving in a support role to EXIM’s OGC and or the U.S. Department of Justice in litigation involving EXIM, participating in arbitration or other forms of alternative dispute resolution, domestically and or overseas.

In the case of (5), compliance support includes but is not limited to assistance in analyzing and applying relevant sanctions laws, regulations and establishment and implementation of compliance systems, and assistance with respect to audits and investigations relating to sanctions and compliance issues.

In the case of (6), administrative law subject matters may include, but not be limited to, Freedom of Information Act (FOIA) and records management, personnel law, environmental law, fiscal law, procurement law, ethics, property law (both real and personal property), and Federal administrative law such as involves the Administrative Procedures Act (APA), notice and opportunity to comment under Federal Register notices, analysis of actual or proposed legislation or rule-making, and collection of debt owed to EXIM.

Finally, (7) covers all legal issues not covered by any of the above, in connection to programs, policies and matters relating to all offices within EXIM, including but not limited to information management and technology, business development, office systems, and resource management.