Draft 77344421R0001.pdf

Dra ft

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

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

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF. OFFER

DATED . . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NAICS:

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

8 (A)

EDWOSB

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SMALL BUSINESSX

TBD

TBD

STANDARD FORM 1449 (REV. 2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

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

36. PAYMENT

COMPLETE PARTIAL FINAL

77344421R0001

TABLE OF CONTENTS:

1. Listing of Incorporated Purchase Requisitions

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

3. Section C - Description/Specifications/Work Statement

4. Section D - Packaging and Marking

5. Section E - Inspection and Acceptance Terms

6. Section F - Delivery or Performance

7. Section G - Contract Administration Data

8. Section H - Special Contract Requirements

9. Section I - Contract Clauses

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

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

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

13. Section M - Evaluation Factors for Award

77344421R0001

1. Listing of Incorporated Purchase Requisitions

Incorporated Purchase Requisition Numbers:

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

Item Number Base Item Number

Supplies/Services Minimum Hours Maximum Quantity

Unit

0001 Legal Support Services JB Contract Type:Time and Materials

Unit Price Other Direct Costs

Maximum Price

Description:

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

Ordering Period: 15 August 2021 to 14 August 2026

Purchase Requisitions

IDC Type: Indefinite Qty NAICS Code: 541110 Offices of Lawyers

TBD TBD

SECTION B

SUPPLIES OR SERVICES AND PRICE/COST

B.1 GENERAL

The International Finance and Political Risk Insurance Transactions, Legal Support Services (LSS) solution is a suite of multiple-award Indefinite Delivery, Indefinite Quantity (IDIQ) contracts consisting of four (4) legal support non-personal services categories: Finance, Direct Equity Investment, Investment Funds, and Political Risk Insurance. These categories provide resources in support of the U.S. International Development Finance Corporation (DFC) Office of General Counsel (OGC). The total ceiling dollar amount across all contracts for orders placed for all categories is $50,000,000.

This solicitation will be the only solicitation issued for these legal services. It is the Government’s intent to award between 6 and 10 contracts on this multiple award vehicle.

Awardees must be capable of providing support to a minimum of 2 of the 4 categories listed above. The IDIQ contracts resulting from the Request for Proposal (RFP) will provide services for OGC’s International Finance and Political Risk Insurance Transactions (hereafter “Legal Support Services”) under NAICS code 541110 - Offices of Lawyers.

The Statement of Work under Legal Support Services is defined in Section C.

B.2 ORDERING PERIOD

The term of the Legal Support Services (LSS) IDIQ ordering period is five (5) years from date of award; approximately August 15, 2021 through August 14, 2026 excluding any extensions to the ordering period under the authority of FAR Part 52.217-8.

B.3 CONTRACT TYPE

The multiple award IDIQ contracts for LSS will allow for task orders to be issued on a Fixed Price (FFP), Time and Materiel or Labor Hours(T&M/LH), and Cost Reimbursement basis. Task orders may combine more than one pricing arrangement (e.g., FFP/LH, etc.), although each pricing arrangement will have separate contract line item numbers (CLINs) with clearly distinguishable work requirements.

B.4 TASK ORDER PRICING

LSS provides the flexibility to determine fair and reasonable pricing specific to the task order requirement. Pricing structure is dependent upon level of competition, risk, uncertainties, complexity, urgency, and contract type. The Ordering Contracting Officer (OCO) has the authority and responsibility to determine cost or price reasonableness for task order requirements. Competition at the task order level is expected to establish fair and reasonable pricing for task orders placed for all contract types. The OCO must establish an appropriate CLIN structure, and identify both the applicable contract type and clear delineation of work at the task level, for all CLINs in each task order.

B.4.1 Fixed Price Orders

Fixed price orders are defined under Federal Acquisition Regulation (FAR) Subpart 16.202.

Firm-fixed-price, Level-of-Effort Orders are defined under FAR Subpart 16.207.

B.4.2 Cost-Reimbursement Orders

Cost-Reimbursement orders are defined under FAR Subpart 16.302.

B.4.3 Time and Materials and Labor Hour Orders

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

B.4.3 Other Direct Costs

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

B.4.4 Program Management Costs

Program management support costs encompass support for management, reporting requirements, and other costs associated with the Contractor’s program management staff as it relates to the overall management of the IDIQ contract. These costs shall not be proposed or billed as a direct charge to the LSS IDIQ contract or orders against on this multiple award vehicle. These shall be included in the cost elements of the labor category hourly rates.

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

During the term of the LSS IDIQ, the Government will place orders totaling a minimum of $3,000.00 applicable to the base ordering period only. The amount of all orders will not exceed $50,000,000 for all ordering periods across all service categories.

(End of clause)

(End of Section B)

SECTION C

STATEMENT OF WORK

C1. AGENCY BACKGROUND

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

C2. PROJECT SUMMARY

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

Contractors shall provide non-personal legal support services involving the structuring, negotiation, documentation, monitoring, collection/enforcement and/or divestiture related to one or more of the following types of transactions: (i) international finance transactions, (ii) privately managed investments funds, (iii) cross border equity purchase transactions, and (iv) political risk insurance and reinsurance policies, in each case for DFC’s projects in developing countries.

C3. DESCRIPTION OF SERVICE CATEGORIES

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

http://www.dfc.gov./

Category 1: Finance. Structuring, negotiation, documentation, monitoring, collection and enforcement of international finance transactions, and due diligence and other legal advice and litigation in connection with same. Loans/guaranties to these projects will generally range from $5 million to $35 million but some may be as low as $1 million, and some may be as high as $1 billion. Some of these transactions may include social “impact investing” projects.

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

ASSIGNMENT REQUIREMENT

Legal Due Diligence Review project documentation and advise DFC.

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

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

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

Local Counsel Advice Retain local counsel as appropriate.

First Disbursement and Legal Opinions

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

Post-Closing Coordinate the closing of each subsequent disbursement.

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

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

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

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

ASSIGNMENT REQUIREMENT

Legal Due Diligence Review fund formation documentation and advise DFC.

Term Sheet / Commitment Letter (if applicable)

Represent DFC project team in negotiating and finalizing the term sheet and commitment letter.

Fund Documents/Side Letter Negotiating and drafting documentation of the DFC investment (or loan per loan documents described above) including without limitation the DFC Side Letter, under the supervision of the DFC Project Team.

Local Counsel Advice Retain local counsel as appropriate.

First Drawdown and Legal Opinions

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

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

Legal Advice on Questions of Law

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

Category 3: Direct Equity Investment. Structuring, negotiation, documentation, monitoring, and enforcement, and divestiture of cross border equity purchase transactions, and due diligence and other legal and regulatory advice and litigation in connection with the same. Investments can be made using in any available structure, through offshore investment vehicles or directly into an onshore operating company. Target companies may be early stage to late stage. In most cases DFC will not be the lead investor.

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

Legal Due Diligence Review project documentation and advise DFC project team.

Term Sheet / Commitment Letter (if applicable)

Represent DFC project team in negotiating and drafting or finalizing the term sheet and commitment letter.

Purchase Documents/Side Letter Negotiating and drafting documentation of the DFC investment including without limitation the DFC Side Letter, under the guidance of the DFC Project Team.

Local Counsel Advice Retain local counsel as appropriate.

Legal Advice on Questions of Law

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

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

Prepare and negotiate New York law legal opinions, and ability to issue a New York law legal opinion, if requested.

If the firm has more than one legal qualification, additional legal opinions may be requested.

Post-Closing Prepare amendments, waivers, consents, as necessary. In the event of a breach of contract or representations and warranties scenario, provide advice and, if necessary, representation in enforcement proceedings and/or litigation in relation thereto.

Exit/Divestiture Under the guidance of the DFC Project Team, prepare and negotiate exit/divestiture documentation.

Retain local counsel as appropriate.

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

Assist with closing of the transaction by reviewing or preparing closing checklist and follow up on all conditions precedent to closing. Prepare all customary closing certificates and documents, in a timely and accurate manner.

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

Assist with political risk insurance product development.

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

ASSIGNMENT REQUIREMENT

Legal Due Diligence Review project documentation and advise DFC.

Legal Advice on Questions of Law Provide legal advice in writing or in a meeting or teleconference on questions of substantive law relevant to a transaction or proposed transaction as requested by DFC (e.g., insurance or reinsurance law). [Note: relevant experience may include New York law, English law, international law and investment arbitration expertise.]

Insurance Documentation Assist in negotiating by drafting documentation for the DFC political risk insurance program, including the insurance or reinsurance policy and any related documents, such as claims cooperation agreements and foreign enterprise support agreements.

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

Recoveries Obtaining recoveries or salvage where DFC has paid a claim for compensation.

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

C.4 LIST OF LABOR CATEGORIES

The Contractor shall provide services in the following labor hour categories to perform services required in Section C.3 and as described in the Task Order Statements of Work; Partner, Of Counsel, Senior Associate, Associate, and Paralegal. Senior Associate is an Associate with five or more years of experience.

C.5 TRANSACTION REGIONS AND SECTORS

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

C.5.1. Energy

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

C.5.2. Agriculture

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

C.5.3. Banking and Financial Services

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

C.5.4. Health Care

Types of Activities: The Health Care Category covers a wide range of health care sector activities. These activities could include activities related to the construction, expansion, and operation of health care facilities, as well as activities concerning the provisions of certain types of health care services.

C.5.5. Telecommunications and Information Technology

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

C.5.6 Other Infrastructure and Business Activities

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

C.5.7 Geographic Areas Covered: Central and South America, sub-Saharan Africa, Eastern Europe, the Middle East and North Africa, Central Asia, South-East Asia, and the Caribbean

C.6 DEFINITIONS

Development Finance Institution: National and international development finance institutions (DFIs) are specialized development banks or subsidiaries set up to support private sector development in developing countries. They are usually majority-owned by national governments and source their capital from national or international development funds or benefit from government guarantees.

SECTION D

PACKAGING AND MARKING

D.1 PACKAGING

Unless otherwise specified, packaging of all deliverables must conform to commercial packing standards to assure safe delivery at destination. Clauses and other requirements regarding packaging shall be designated by the OCO at the task order level.

D.2 MARKING

All deliverables required under this contract shall be marked in accordance with Government specifications. At a minimum, all deliverables shall be marked with the contract number and Contractor name.

Specific marking requirements may be addressed in individual task orders.

D.3 PAYMENT OF POSTAGE AND FEES

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

(End of Section D)

SECTION E

INSPECTION AND ACCEPTANCE

E.2 PLACE OF ACCEPTANCE

(a) The Contracting Officer Representative or the duly authorized representative Project Attorney will accept services to be provided under this contract.

(b) The place of acceptance will be specified in each individual Task Order. The Contractor shall coordinate with the Project Attorney regarding the manner in which the services are to be performed, including consultation regarding strategy and legal theory regarding the services.

The Project Attorney will review any written work product prior to such document being finalized, delivered or filed by the Contractor.

E.3 ACCEPTANCE CRITERIA

The Contractor shall provide deliverables that are responsive to the performance work statement and that meet the general acceptance criteria outlined. The deliverables shall be provided to the Project Attorney for dissemination to DFC subject matter expert(s) for review and comments.

Final inspection and acceptance of all work performed, work products and other deliverables, will be performed by the Project Attorney.

All Contractor-produced documents and documentation (work products) shall meet the following general acceptance criteria. Final inspection and acceptance of all work performed, reports and other deliverables will be performed at the place of delivery by the Project Attorney.

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

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

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

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

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

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

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

h. Significant Deficiencies - Work products shall be free of significant deficiencies.

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

i. Omission of required documents.

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

iii. Review packages that are not organized.

iv. Documents with material errors or inadequacies.

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

(End of Section E)

77344421R0001

5. Section E - Inspection and Acceptance Terms

Supplies/Services will be inspected/accepted at:

Line Number Inspect At Inspect By Accept At 0001 Destination

1100 New York Avenue, NW Washington

DC

20527

US

Government Destination 1100 New York Avenue, NW Washington

DC

20527

US

Clauses incorporated by reference

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

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

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

Clauses incorporated by full text

None

SECTION F

DELIVERIES OR PERFORMANCE

F.1 PERIOD OF PERFORMANCE

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

(b) Task orders for the minimum order amount will be issued with a 2-year period of performance. All other periods of performance will be specified at task order award but will not exceed a total of three (3) years inclusive of option periods. Task orders placed within the last twelve (12) months of the IDIQ ordering period will not exceed two (2) years inclusive of options.

(c) The notice requirements for unilateral exercise of option periods are set out in FAR 52.217–9.

(End of clause)

F.1 DELIVERY

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

F.2 PLACE OF PERFORMANCE

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

1100 New York Avenue, NW Washington DC 20527

F.3 NOTICE TO THE GOVERNMENT OF DELAYS

In the event the Contractor encounters difficulty in meeting performance requirements, or when it anticipates difficulty in complying with the contract delivery schedule or completion date, or as soon as the Contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately notify the IDIQ CO and the TO COR, in writing. This notification shall give pertinent details, but this data shall be informational only in character; this notice 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.

F.4 DELIVERABLES

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

(b) For purposes of delivery, all deliverables shall be made by close of business (COB) 4:00 P.M. local time at destination, Monday through Friday, unless stated otherwise in the task order.

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

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

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

Report Description Number of Copies Due Dates

Quarterly Task Order Progress Report (Section F.4.1)

1-IDIQ CO

1-TO COR

On the 10th of the month following the end of the FY quarter

Annual Review Documents Due Dates

Technical Capability Report

(Section F.4.2)

1 – IDIQ CO

1 – COR

270 days after IDIQ award and annually thereafter

As requested by the IDIQ CO

LSS Team Attorney List

(Section F.4.3)

1 – IDIQ CO

1 – COR

270 days after IDIQ award and annually thereafter

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

F.4.1 Quarterly Task Order Progress Report The Contractor shall provide a Quarterly Task Order Progress Report, which lists all active task orders and task order modifications. The report shall list activities, issues, corrective actions, and planned significant activities projected in the next 90 days. The report is due by the 10th calendar day of the month following the end of the fiscal year quarter, January 10th, April 10th, July 10th, and September 10th. If the 10th calendar day falls on a weekend or holiday, the report is due the following business day. The Quarterly Task Order Progress Report shall be provided in Adobe electronic format and emailed to the IDIQ CO and COR. The subject line of the email shall be annotated with - Quarterly Task Order Progress Report; QX, 202X. (state the quarter and year). Additional report recipients, content, and due dates may be identified in individual task orders.

F.4.2 Annual Technical Capability Report The Contractor shall provide an Annual Technical Capability Report, 270 days after IDIQ award and annually thereafter. The CO will use the report to determine if any LSS service categories will be added or removed from the Contractor’s IDIQ SOW. The Technical Capability Report shall include the following:

i. Technical Capability Statement- statement that describes any added ability to perform service category(ies) not on the IDIQ holder’s SOW. The Contractor shall describe its breadth and depth of experience and qualifications performing the requirements of the SOW. The statement shall also identify any categories on the IDIQ SOW the Contractor can no longer perform.

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

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

F.4.3 Annual LSS Attorney List The Contractor shall provide an updated LSS Attorney By-Name List, 270 days after IDIQ award and annually thereafter. The list shall note any attorneys added or removed since IDIQ establishment. By-name lists shall include specific experience in each service category on the IDIQ SOW, regions, and sectors of expertise for newly added attorneys only. The Contractor shall also submit an updated list within 10 calendar days of end of employment of previously approved attorneys.

(End of Section F)

SECTION G

CONTRACT ADMINISTRATION DATA

G.1 ACCOUNTING AND APPROPRIATION DATA

Accounting and appropriation data for obligations under the contract will be set forth in individual task orders.

G.2 PRIMARY GOVERNMENT ROLES AND RESPONSIBILITIES

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

G.2.1 Government Personnel

G.2.1.1 CONTRACTING OFFICER’S AUTHORITY

The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this contract, 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 no adjustment will be made in the contract terms and conditions, including price. Only the CO has the authority to: (1) authorize any changes in the performance work statement; (2) modify or extend the period of performance; (3) change the delivery schedule, (4) authorize reimbursement to the Contractor for any costs incurred during the performance of this IDIQ; or (5) otherwise change any terms and conditions of this IDIQ.

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

The Contracting Officer for the IDIQ contract is:

Courtney Holbrook Deputy Managing Director - Acquisition U.S. International Development Finance Corporation (DFC) 1100 New York Ave, NW Washington, DC 20527 +1 202.408.6311 Courtney.Holbrook@dfc.gov

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

mailto:Courtney.Holbrook@dfc.gov

Alice Burke will be designated as the Contracting Officer's Representative (COR) for the IDIQ.

DFC may change the COR at any time without prior notice to the Contractor by a unilateral modification to the IDIQ. The COR is:

Alice Burke Contracting Officer’s Representative U.S. International Development Finance Corporation (DFC) 1100 New York Ave, NW Washington, DC 20527 +202-357-3902 alice.burke@dfc.gov

The COR serves as technical liaison between DFC and the Contractor with respect to the IDIQ.

The COR is also responsible for the acceptance of all deliverables for the IDIQ specified in Section F6, and such other responsibilities as may be specified in the IDIQ.

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

G.2.1.3 COR FOR THE IDIQ TASK ORDERS

The COR for each IDIQ Task Order will be Alice Burke, unless otherwise designated at the time the Task Order is awarded.

G.2.1.4 DFC PROJECT ATTORNEY

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

G.2.1.5 LIMITATION OF AUTHORITY

Questions relating to the terms of the IDIQ or IDIQ Task Orders shall be addressed to the CO.

No written or oral statement of the COR or the Project Attorneys shall serve as a basis for modification of the terms of the IDIQ or any IDIQ Task Order, unless confirmed in writing by the CO.

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

G.3 EVALUATION OF CONTRACTOR PERFORMANCE

Past performance information is relevant for task order source selection purposes. It includes, but is not limited to: the Contractor’s record of conforming to contract requirements and to standards of good workmanship; the Contractor’s adherence to contract schedules, including the administrative aspects of performance; execution within cost/price; the Contractor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the Contractor’s business-like concern for the interests of the customer.

(a) Purpose - In accordance with FAR 42.1502(d), the Contractor's performance will be periodically evaluated by the Government in the Contractor Performance Assessment Reporting System (CPARS) at https://www.cpars.gov/. The Contractor's performance on each IDIQ and on task orders that exceed the simplified acquisition threshold will be evaluated annually. CPARS is a web-enabled tool to evaluate the Contractor’s performance and for the Government and Contractor to review, comment on, and approve evaluations.

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

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

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

The completed evaluation shall not be released to other than Government personnel.

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

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

(h) Retention Period - The agency will retain past performance information for a maximum period of three years after completion of contract performance for the purpose of providing source selection information for future contract awards.

G.4 GOVERNMENT FURNISHED PROPERTY

The Government will not provide property for the performance of the contract.

G.5 NON-PERSONAL SERVICES

No personal services, as defined by subpart 37.104 of the FAR shall be performed under the LSS IDIQ. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer.

The Contractor shall not perform any inherently governmental functions under this contract. No Contractor employee shall represent themselves to be a Government employee, agent, or representative. No Contractor employee shall state orally or in writing at any time that he or she is acting on behalf of the Government. In all communications with third parties or other Government employees, in connection with this contract, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work.

In all communications with other Government agencies, the Contractor employee shall state that he/she have no authority to in any way change the contract. If any Contractor believes that a communication is a direction to change its contract, he or she should notify the appropriate Contracting Officer and not carry out the direction until a clarification has been issued by the Contracting Officer. The Contractor shall ensure that all of its employees and consultants working on LSS projects are informed of the substance of this section. This clause does not limit the Government's rights under any other provision of the contract, including those related to the Government's right to inspect and accept the services.

G.6 AUTHORIZATION OF GOVERNMENT PAID TRAVEL

Contractors may be required to perform travel for training or to provide services as requested by the COR and approved in advance. The Contractor shall be responsible for obtaining all passenger transportation, lodging, and subsistence. 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 Joint Travel Regulation

(JTR).

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.

(End of clause)

(End of Section G)

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 PLACEMENT OF ORDERS

(a) The contractor shall provide services under this contract only as directed in Task Orders issued by authorized individuals. In accordance with FAR 16.505, each order will include:

(1) Date of order;

(2) Contract number and order number;

(3) Item number and description, quantity, and unit price or estimated cost or fee;

(4) Delivery or performance date;

(5) Place of delivery or performance (including consignee);

(6) Packaging, packing, and shipping instructions, if any;

(7) Accounting and appropriation data;

(8) Method of invoicing, payment and payment office, if not specified in the contract;

(9) Any other pertinent information.

(b) In accordance with FAR 52.216-18, Ordering, the following individuals (or activities) are authorized to place orders against this contract:

All warranted DFC COs are considered designated ordering officials for this IDIQ.

(c) If multiple awards have been made, the contact information for the task order ombudsman is:

Keron White U.S. International Development Finance Corporation (DFC) 1100 New York Ave, NW Washington, DC 20527 keron.white@dfc.gov

H.1.1 Ordering Process

(a) General. DFC shall use the procedures in this subsection when ordering services priced at hourly rates as established by the IDIQ contracts. The applicable services will be identified in the IDIQ Contractor Specific Qualifications (CSQs) and the contractor’s pricelists.

(b) Fair Opportunity. For orders within an IDIQ holder’s SOW, each awardee will be considered for orders exceeding $3,500 in accordance with FAR 16.505(b)(1)(i). If the order does not exceed the simplified acquisition threshold, the DFC need not contact each of the multiple-award IDIQ holders before placing an order if information is available to ensure that each awardee is provided a fair opportunity. The contracting officer has developed placement procedure, orders at or below the simplified acquisition threshold, that will provide each awardee a fair opportunity to be considered for each order and that reflect the requirement and other aspects of the contracting environment. The procedures are outline in Section H.1.1.e.

mailto:keron.white@dfc.gov

(c) IDIQ Contract or Specific Qualifications. The Technical Capability Statement and LSS Attorney By-Name List furnishes DFC with information on the size, capabilities, personnel, and past experience of an interested firm. The reports in F.4 also provide qualifications and supplemental statements of ability to design specific projects. For example, the CSQ may include the following:

1. professional qualifications and experience of the firm with design of a specific type of project;

2. experience and professional qualifications of the firm's staff to be assigned to the project;

3. location of the main office of the proposing firm and its consultants;

4. firm's current workload.

(d) Statements of Work (SOWs). All SOWs will include a description of work to be performed;

location of work; period of performance; deliverable schedule; applicable performance standards; and any special requirements (e.g., security clearances, travel, special knowledge). To the maximum extent practicable, DFC requirements shall be performance-based statements (see subpart 37.6).

(e) Ordering Procedures

1. Task Orders at, or below, $3,500. DFC may place orders at, or below, $3,500 threshold with any IDIQ contractor that can meet the agency’s needs. The CO should attempt to distribute orders among contractors, as appropriate.

2. For orders exceeding the micro-purchase threshold, but not exceeding the simplified acquisition threshold.

i. Project Requirements - The COR/Project Attorney provides a SOW that clearly describes all services to be performed so the full cost or price for the performance of the work can be established when the order is placed. Orders shall be within the scope, issued within the period of performance, and be within the maximum value of the contract., in accordance with FAR 16.505 (a)(2).

ii. Review Technical Capabilities - The evaluation/selection process for IDIQ task order involves team members who, collectively, have experience in legal, financial, international development, and government and related acquisition matters. The members of the teams are usually appointed from among the professional employees of the agency. The team then reviews the IDIQ Holders’ Technical Capability Reports and Attorney Lists and evaluates them in accordance with the criteria cited in the SOW.