MCC-16-RFQ-0008_-_Legal_Advisory_Services.pdf

PAGE 1 OF 79 1. REQUISITION NO.

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NO. 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

a. NAME b. TELEPHONE NO. (No Collect Calls) 8. OFFER DUE DATE/LOCAL

TIME

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS:

SIZE STANDARD:

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

17a. CONTRACTOR/OFFEROR CODE FACILITY CODE 18a. PAYMENT WILL BE MADE BY CODE

TELEPHONE NO. DUNS: DUNS+4:

PHONE: FAX:

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

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

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

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

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______________ 29. AWARD OF CONTRACT: REF. ___________________________________ OFFER COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DATED ________________________________. YOUR OFFER ON SOLICITATION DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED SET FORTH HEREIN IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION (REV. 2/2012)

PREVIOUS EDITION IS NOT USABLE Prescribed by GSA - FAR (48 CFR) 53.212

7. FOR SOLICITATION

INFORMATION CALL:

STANDARD FORM 1449

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

MCC-16-RFQ-0008 October 21, 2015

REGINA MAXWELL 202-521-3600 11/16/2015

2:00 p.m.

Millennium Challenge Corporation Contracts and Grants Management Division 875 15th St, NW Suite 200 Washington DC 20005

541110

$11 Million

X

N/A

X

Millennium Challenge Corporation

CGM

875 Fifteenth St., NW Washington DC 20005

Millennium Challenge Corporation Contracts and Grants Management Division 875 15th St., NW Suite 200 Washington DC 20005

Interior Business Center

M/S D-2773 7301 West Mansfield Avenue Lakewood CO 80235-2230

See CONTINUATION Page

Legal Advisory Services

See CONTINUATION Page

X X

MCC‐16‐RFQ‐0008 Page 2

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 SERVICES TO BE PROVIDED

B.2 PRICING ARRANGEMENT/CONTRACT TYPE

B.3 FUNDING

B.4 INDEFINITE DELIVERY/INDEFINITE QUANTITY

B.5 SCHEDULE

B.6 LABOR CATEGORIES

B.7 ADDITIONAL LABOR CATEGORIES

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

SECTION D - PACKAGING AND MARKING

SECTION E - INSPECTION AND ACCEPTANCE

SECTION F - DELIVERIES OR PERFORMANCE

F.1 PLACE OF PERFORMANCE

F.2 PERIOD OF PERFORMANCE

F.3 DELIVERABLES

F.4 REPORTING REQUIREMENTS

F.5 NOTICE REGARDING LATE DELIVERY

F.6 KICK OFF MEETINGS

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 MCC 52.201-70 Contracting Officer’s Representative (COR) and/or Project Monitor (PM) (JULY 2012) ... 14

G.2 MCC 52.232-70 INVOICE INSTRUCTIONS (MAY 2013)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS ... 16

H.2 TASK ORDERS

H.3 ALTERNATE DISPUTE RESOLUTION

H.4 MCC NON-PERSONAL SERVICES

H.5 MCC ALL ITEMS TO BECOME PROPERTY OF THE GOVERNMENT

H.6 MCC NON-DISCLOSURE OF INFORMATION (Mandatory Subcontractor Flow down)

H.7 MCC KEY PERSONNEL

H.8 MCC GOVERNMENT FURNISHED FACILITIES

H.9 MCC TECHNICAL DIRECTION

H.10 MCC 52.203-70 CONTRACTOR NON-DISCLOSURE AGREEMENT (JULY 2012)

H.11 MCC 52.204-70 SECURITY REQUIREMENTS FOR CONTRACTOR PERSONNEL (MAY 2013)

H.12 MCC 52.209-70 ORGANIZATIONAL CONFLICTS OF INTEREST: PRECLUSION FROM

IMPLEMENTATION CONTRACT (July 2012)

MCC‐16‐RFQ‐0008 Page 3

H.13 MCC 52.232-72 – LIMITATION OF FUNDS – INCREMENTALLY FUNDED CONTRACTS (NOV

2006)

H.14 MCC 52.232-73 - TRAVEL REIMBURSEMENT (MAY 2013)

H.15 MCC 52.232-74 OTHER DIRECT CHARGES (ODCS) REIMBURSEMENT (JAN 2007)

H.16 MCC U.S. LANGUAGE AND U.S. CURRENCY

H.17 MCC PUBLIC RELEASE AND DISSEMINATION OF INFORMATION

H.18 REMOVAL OF CONTRACTOR'S EMPLOYEES (Mandatory Subcontractor Flow down)

H.19 TASK ORDER FUNDING STATUS

H.20 MCC SUBCONTRACTING GOALS (Not Applicable to Small Business)

PART II – CONTRACT CLAUSES

SECTION I – CONTRACT CLAUSES

I.1 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL ITEMS (OCT 2015)

I.2 NOTICE LISTING CLAUSES INCORPORATED BY REFERENCE

I.3 52.216-18 ORDERING (OCT 1995)

I.4 52.216-19 ORDER LIMITATIONS (OCT 1995)

I.5 52.216-22 INDEFINITE QUANTITY (OCT 1995)

I.6 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

I.7 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

I.8 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS

J.1 Attachment 1 – ATTACHMENT TO MCC 52.232-73 TRAVEL REIMBURSMENT - MEDICAL

ACCOMMODATION PROCEDURES

J.2 Attachment 2 – Price Template

J.3 Attachment 3 – Policy on Engagement of Outside Legal Counsel

J.4 Attachment 4 – List of Incumbent Outside Counsel In-Country Firms

SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF QUOTERS

K.1 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS—COMMERCIAL ITEMS (MAR

2015)

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO QUOTERS

L.1 ADDENDUM TO FAR 52.212-1 INSTRUCTIONS TO QUOTERS--COMMERCIAL ITEMS

L.2 GENERAL INFORMATION REQUIRED TO PREPARE OFFERS

L.2.1. Quote Format

L.2.2 Electronic Copy Submission

L.3 QUOTE PREPARATION & INSTRUCTIONS

L.3.1 Volume I – Technical Capability

L.3.2 Volume II - Past Performance

L.3.3 Volume III – Price/Business Quote

L.4 POINT OF CONTACT

MCC‐16‐RFQ‐0008 Page 4

L.5 DISCREPANCIES

L.6 PROPRIETARY INFORMATION

L.7 QUOTE SUBMISSION AND DUE DATE

L.8 QUESTIONS RESULTING FROM THE RELEASE OF THE RFQ

L.9 INFORMATION SESSION

L.10 ORGANIZATIONAL OR CONSULTANT CONFLICTS OF INTEREST

L.11 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (FEB 2012)

L.12 52.233-2 SERVICE OF PROTEST (SEP 2006)

L.13 MCC 52.216-29 TIME-AND-MATERIALS/LABOR-HOUR QUOTE REQUIREMENTS

(Jan 2009)

SECTION M - EVALUATION FACTORS FOR AWARD

M.1 GENERAL INFORMATION

M.2 EVALUATION PROCESS AND FACTORS

M.3. Exclusion of Quotes and Communications

M.4. EVALUATION METHODOLOGY

MCC‐16‐RFQ‐0008 Page 5

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 SERVICES TO BE PROVIDED

The Millennium Challenge Corporation (MCC) is soliciting to award a single or multiple indefinite delivery/indefinite quantity (IDIQ) contracts in support of Office of the General Counsel (OGC). Note: See Section M.1 for further guidance. The selected Contractor(s) shall provide Legal Advisory Services as ordered by individual Task Orders within the scope of the ID/IQ Contract in Support of the Office of the General Counsel.

B.2 PRICING ARRANGEMENT/CONTRACT TYPE

MCC anticipates awarding a single or multiple award IDIQ contract in which Time-and-Materials (T&M), Labor- Hour, or Firm-Fixed Price (FFP) Task Orders may be issued. Task Orders shall be issued in accordance with the provisions of the Federal Acquisition Regulation (FAR) Part 16. Note: See Section M.1 for further guidance.

B.3 FUNDING

Funding will be obligated in Individual Task Order(s) for the services to be provided. The Government is not obligated to reimburse and the Contractor shall not incur any costs in excess of the total amount allotted by the Government to the Task Order. The Contractor assumes the risk for any costs incurred beyond what the Government obligates. Funding from one task order shall not be used to expense work on another task order unless a modification to both task orders has been issued, in writing, by a warranted Contracting Officer. Increases in ceiling or funding amounts shall only be accomplished through direction and/or execution of modifications against the Task Orders.

B.4 INDEFINITE DELIVERY/INDEFINITE QUANTITY

Minimum Obligation: The minimum obligation is established at $2,500.00 for the Contract Period.

Maximum Obligation: The maximum obligation is established at $5,750,000.00 for the Contract Period.

B.5 SCHEDULE

Unless expressly identified otherwise in a Task Order, the Contractor shall furnish all personnel, facilities, equipment, supplies, transportation and other services required to provide legal advisory services to the MCC in accordance with Section C, Statement of Work, and the terms and conditions contained herein.

The required services are to be provided at the fixed hourly rates set forth in Section J, Attachment 2. The labor categories, fully burdened hourly billing rates (inclusive of direct labor, fringe benefits, applicable indirect costs and profit) and ODC burden rate(s), applicable under the contract should be provided by each quoter in Section J, Attachment 2.

(See Section J – Attachment 2)

B.6 LABOR CATEGORIES

The specific requirements for technical staff will be described in individual task orders. In general, the following qualities are often useful:

Relevant experience applying good international industry practice to projects (e.g. the International Finance Corporation’s Performance Standards);

Relevant experience in the sectors in which MCC invests (see Section C.2);

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Excellent English skills;

Experience working in developing countries; and Language skills relevant to the country of a given assignment. Examples include French, Spanish and

Portuguese.

B.7 ADDITIONAL LABOR CATEGORIES

In the performance of this contract, it may become desirable to add new labor categories to the schedule at Section B.5. In such cases, the Government may identify additional labor categories and the Contractor shall, in good faith, negotiate the hourly rates for the categories with the Contracting Officer. Upon completion of such negotiation, the Contracting Officer will modify the contract to add the new categories.

(End of Section B)

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SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 INTRODUCTION

The Millennium Challenge Corporation (MCC) is a United States Government Corporation created pursuant to the Millennium Challenge Act of 2003, as amended (P.L. 108-199, and codified at 22 U.S.C. 7701, et seq.). MCC’s mission is to reduce poverty through assistance designed to further economic growth in developing countries. MCC works only with those countries committed to strengthening good governance, encouraging economic freedom and promoting investments in people.

MCC provides its assistance in the form of grants to countries selected by its Board of Directors as eligible to participate in one of two programs. The first is an MCC “compact” which are large, five-year grants for countries that pass MCC’s eligibility criteria. The second is MCC’s “threshold” program which are smaller grants awarded to countries that come close to passing MCC’s eligibility criteria and are firmly committed to improving their policy performance.

To date, 25 countries have received funding through 29 compacts (Ghana, El Salvador, Cabo Verde and Georgia have signed two compacts each). Twenty-two countries have received funding through 24 threshold programs which are designed to give candidate countries the opportunity to demonstrate that they would be good compact partners (Albania and Paraguay each signed two). Burkina Faso, Honduras, Indonesia, Jordan, Malawi, Moldova, Philippines, Tanzania and Zambia have signed both compacts and threshold programs. In 2015, compacts are in development for Nepal, Mongolia, the Philippines, Lesotho, Liberia, Morocco, Niger, Tanzania and Benin.

Eligible countries propose assistance programs to build their own capacity for delivering solutions to their citizens.

These programs have focused on policy, institutional and infrastructure improvements in such sectors as energy;

agriculture and irrigation; transportation (e.g., roads, bridges, ports); water supply and sanitation; access to health care and education services; finance and enterprise development; anticorruption initiatives; and land rights and use.

MCC’s Office of General Counsel (OGC) provides advice to MCC’s Board of Directors and MCC staff on all legal issues affecting MCC, its programs, policies and procedures. Since 2010, the OGC has contracted with three law firms to assist MCC in the selection and management of local legal counsel in its partner countries and to provide advisory services on legal, policy and operational issues that arise during the development and implementation of programs funded by compacts. While the need for assistance in selecting and managing local counsel continues, MCC OGC’s seeks one or more international law firms with experience advising clients on the following: power, water supply and sanitation, and other infrastructure sectors (including both policy and project specific matters);

project finance and other complex transactional structures (including the drafting and negotiation of related project and financing agreements); principal forms of construction contracts employed internationally (e.g. FIDIC-based contracts and documents); international construction claims and dispute resolution, as well as claims and dispute resolution related to other forms of contracts; international transactions involving intellectual property and technology; legal and regulatory reform; establishing public-private partnerships; and areas of law related to MCC’s mission not contemplated at the time a contract may be awarded. MCC OGC also encounters issues arising in one country the solutions to which may form the basis for addressing similar issues in other countries in MCC’s portfolio, and seeks general legal expertise in the following regions: Africa, Asia Pacific, Europe and Latin America.

C.2 SCOPE

The Contractor will provide legal advisory services to support MCC’s review, negotiation, implementation, oversight and closeout of MCC-funded programs with selected eligible countries in Africa, Asia Pacific, Europe and Latin America, as well as countries in other regions with which MCC may be authorized to work. The list of countries in which MCC operates may be found at: https://www.mcc.gov/where-we-work.

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C.3 OBJECTIVE

The overall objective of this contract is to secure legal advisory services in support of MCC’s program of assistance, including but not limited to the review of program proposals received from MCC-eligible countries; legal due diligence on the components and sectors identified in program proposals; the negotiation, drafting, implementation, oversight and closeout of compacts, and possibly threshold program agreements, and related agreements with selected countries; the monitoring of programs funded under compacts, and possibly threshold program agreements;

and the identification, selection and management of local legal counsel located in MCC partner countries. The contractor will also advise MCC on legal issues that arise in the compact, and possibly threshold program, implementation and closeout phases on an as-needed basis.

C.4 TASKS

The Contractor will provide legal advice and assistance to MCC in support of MCC’s program of assistance to eligible countries selected in accordance with MCC’s authorizing legislation. Legal advisory services will be provided in response to long-term and short-term task assignments, including, without limitation, some or all of the legal advisory services set forth below. As requested by MCC, the contractor may work alone on particular tasks or may work as part of a team comprised of MCC staff and other contractors, including local counsel. Tasks will include, but not be limited to the following:

C.4.1 Task 1: Assist MCC in Selection of Local Counsel

The Contractor will assist MCC in identifying and proposing local legal counsel in eligible countries, and subject to the approval of MCC, engaging (if requested by MCC) such local counsel; working with, supervising and managing (including related to billing matters) this counsel in its performance of the scope of work and the resolution of local law issues related to the proposed program and compact or, potentially, threshold program agreement. The task may include:

a. Assessing the proposed assistance program, including performing legal due diligence, to the extent necessary, in connection with the implementation of the proposed assistance program and with respect to the components and sectors identified in the proposal;

b. Identifying and advising MCC on the resolution of legal issues related to the proposed assistance program, including the formation of legal entities (e.g., public, quasi-public and private organizations) in the eligible country designed to help implement the assistance program, as well as, governance, financial management, procurement, taxation, environment, labor and other project-specific matters (which may include, but are not limited to, projects in the energy, water supply and sanitation, access to health care and education, land rights and use, agribusiness, commercial, transportation, finance, construction and governmental policy sectors);

c. Advising on the legal risks associated with the proposed projects described in the eligible country’s proposal for assistance;

d. Assisting with the legal structuring of, as well as the drafting and negotiation of, the compact or threshold program agreement, and other related agreements; and reviewing and drafting other documents related to entry into force, implementation, oversight and closeout of the compact or threshold program;

e. Assisting with drafting and negotiating legal documents related to the formation of an accountable entity for implementation of the compact or threshold program agreement;

f. Reviewing the compact, or threshold program agreement, and other related agreements or other documents in order to identify and resolve any issues of local law that arise under such agreements;

g. Providing legal opinion(s) to MCC on, among other things, the validity and enforceability of agreements between and among MCC, the eligible country’s Government and other implementing entities or parties organized or existing in-country for the proposed assistance program’s implementation; ratification of the compact or threshold program agreement (or other required domestic steps to establish the grant and

MCC‐16‐RFQ‐0008 Page 9 certain related agreements as agreements governed by international law in accordance with the constitutional and other domestic legal requirements of the eligible country); the legal requirements necessary to achieve entry into force of the grant agreement and/or the enforceability of any supplemental agreements; and any other matters of law relevant to the proposed assistance program or related agreements or other implementation matters, as requested by MCC;

h. Assisting in ensuring execution of the compact or threshold program agreement and supplemental agreements and achieving entry into force of the compact or threshold program agreement and initial disbursement of funds;

i. Assisting in ensuring that the compact or threshold program agreement is approved and ratified (or other required domestic steps are taken) in a proper and timely fashion and supplemental agreements are approved in a proper and timely fashion; and

j. Advising and assisting with matters of local law that may arise during the implementation and eventual closeout of the executed compact or threshold program agreement and other related agreements, on an as-needed basis.

C.4.2 Task 2: Support MCC in the Negotiation, Implementation, Oversight and Close-Out of

Compacts, Threshold Program Agreements and Other Agreements

The Contractor will work primarily with MCC legal staff, but potentially also with program and technical staff, to support the negotiation and drafting of compacts and, potentially, threshold program agreements, as well as any related assistance program agreements. The Contractor will also support MCC efforts in respect of the implementation, oversight and eventual close-out of compact and threshold programs. In some cases, this task may involve issues encountered by MCC in one country the solutions to which may form the basis for addressing similar issues in other countries in MCC’s portfolio, in which case the task may not be limited to work in a particular country. This task may include:

a. Assessing the proposed program, including performing legal due diligence on the components and sectors identified in the proposal for assistance;

b. Performing any additional legal analysis required to determine and maximize the viability of the proposed program, including identifying and proposing solutions to legal impediments to the compact’s or threshold program agreement’s treatment as an international agreement, the terms of which will prevail over the domestic laws (other than the national constitution) of the recipient country in cases where the terms of the grant agreement conflict with the domestic laws;

c. Identifying and advising MCC on the resolution of legal issues related to the implementation structure of the proposed program, including governance and management structures of the accountable entity and implementing entities, financial management, procurement, taxation, labor, environment and project-specific matters (which may include, but are not limited to, projects in the energy, water supply and sanitation, access to health care and education, land rights and use, agribusiness, commercial, transportation, finance, construction and governmental policy sectors);

d. Assisting with the legal structuring, as well as the drafting and negotiation, of the compact or threshold program agreement, commercial contracts, implementation agreements (e.g., program implementation agreement, tax agreement, implementing entity agreements, and other agreements supplemental to the compact or threshold program agreement or otherwise in support of MCC’s efforts in-country);

e. Reviewing the compact, threshold program agreement and other related agreements in order to identify and resolve any issues of U.S. law that arise from such agreements;

f. Reviewing and drafting other documents relating to entry into force and implementation and closeout of the compact or threshold program;

g. Assisting in ensuring execution of the compact or threshold program agreement and any supplemental agreements and achieving entry into force of the compact or threshold program agreement and disbursement of funds;

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h. Providing legal opinion(s) to MCC, as requested by MCC, on matters of law relevant to the proposed compact, threshold program agreement or related agreements or other implementation matters;

i. Identifying and advising on multi-donor, project finance-type legal issues, including donor coordination, and reviewing and drafting applicable documents related to these arrangements;

j. Advising on issues related to power, water supply and sanitation, transportation, and other sectors, including legal, regulatory and policy issues, matters involving sector reform, and project specific matters;

k. Advising, potentially including document review and preparation, with respect to project finance and other complex transactional structures; forms of construction contracts employed internationally (e.g.

FIDIC-based contracts and documents); international construction claims and dispute resolution, as well as claims and dispute resolution related to other forms of contracts; international transactions involving intellectual property and technology; legal and regulatory reform; establishing public-private partnerships; and areas of law related to MCC’s mission not contemplated at the time a contract may be awarded; and

l. Advising and assisting with other matters that may arise during the development, implementation, oversight and eventual closeout of the executed compact or threshold program agreement and other related agreements, on an as-needed basis.

C.4.3 Task 3: Legal Research, Advice and Training on Development Assistance Legal, Policy and Operational Issues

The contractor will provide legal research, advice, and training, as requested by MCC, on selected legal, policy and operational issues related to the delivery of development assistance, including but not limited to:

a. Power, water supply and sanitation, and other infrastructure sectors, including both policy and project specific matters;

b. Project finance and other complex transactional structures;

c. Principal forms of construction contracts employed internationally (e.g. FIDIC form documents);

d. International construction claims and dispute resolution, as well as claims and dispute resolution related to other forms of contracts;

e. International transactions involving intellectual property and technology;

f. Legal reform;

g. Establishing public-private partnerships; and

h. Areas of law related to MCC’s mission not contemplated at the time a contract is awarded.

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SECTION D - PACKAGING AND MARKING

Preservation, packaging, and packing for all items delivered hereunder shall be in accordance with commercial practice and adequate to ensure acceptance by common carrier and safe arrival at destination. The Contractor shall place the contract number on or adjacent to the exterior shipping label. In addition, each package, report, or other deliverable shall be accompanied by a letter or other document that identifies the deliverable item number or reporting requirement that requires the delivered item(s) and indicates whether the contractor considers the delivered item(s) to be partial or full satisfaction of the requirement.

(End of Section D)

SECTION E - INSPECTION AND ACCEPTANCE

Terms of Inspection and Acceptance are contained in FAR 52.212-4.

(End of Section E)

Remainder of Page Intentionally Left Blank

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SECTION F - DELIVERIES OR PERFORMANCE

F.1 PLACE OF PERFORMANCE

The contractor shall perform services at their facilities and may be required to travel to foreign countries to perform services on location with entities that are the subject of the assessment, review or assistance. The specific place of performance will be identified in the Task Order.

F.2 PERIOD OF PERFORMANCE

The period of performance of this contract will be five (5) years from date of award.

F.3 DELIVERABLES

Each task order will specify the deliverables to be produced by the contractor, the place of delivery, and the schedule for completion. All deliverables shall be submitted in electronic format where feasible, and in hardcopy as necessary and/or required by specific task orders. Deliverables will be considered “draft” upon initial receipt. Unless otherwise stated in task order, drafts will be reviewed and accepted or concerns raised/comments provided within two weeks of receipt. The contractor shall appropriately address the MCC’s concerns and provide final deliverables within one week of receiving the MCC response unless otherwise stated in the task order.

F.4 REPORTING REQUIREMENTS

F.4.1 – Contract Level Reporting. The Contractor must submit a yearly report on task orders awarded. This report will be used to track overall work by the contractor and manage level of effort and ceiling.

F.4.2 – Task Order Level Reporting. Reporting requirements for each task order will be specified in the task order. All reports will be provided to the COR, with a copy of the cover page only to the Contracting Officer.

The following provides illustrative examples of the types of reports that may be required:

Task Order Progress Reports. Progress reports will provide a summary of the activities accomplished, deliverables submitted and approved or disapproved, problems and resolutions encountered during the month. It will also provide a summary of the activities anticipated during the upcoming reporting period. The report will highlight any circumstances that may lead to delays under the task order delivery schedule and the impact of such delay(s) to the remaining performance period. In addition, the report shall provide an overview of the actual expenditures to be billed, project of anticipated expenditures for the remaining task order period, and the funding remaining under the task order.

Task Order Reports. Reporting requirements for each task order (e.g., inception report, interim reports, etc.) will be specified in the task order.

Task Order Final Report. The final report will provide a summary of the activities accomplished, deliverables submitted and approved or disapproved, problems and resolutions encountered during the task order’s performance period. It will also provide an overview of the actual expenditures billed, payments received, outstanding balance, final invoice amount, and any funding remaining under the task order.

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F.5 NOTICE REGARDING LATE DELIVERY

In the event the contractor encounters difficulty in meeting performance requirements, or when they anticipate difficulty in complying with the contract delivery schedule or completion date, or whenever the contractor has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of the contract, the contractor shall immediately notify the Contracting Officer and the COR, in writing, giving pertinent details. Provision of such information only in character and that this provision 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.6 KICK OFF MEETINGS

F.6.1 - Contract Kick Off Meeting. The CO will hold a contract kick-off meeting with the selected quoters. The purpose of the meeting will be to:

Have MCC program and acquisition staff meet the Contractor and Contractors’ overall management staff to define and clarify roles;

Discuss the task order competition process;

Discuss the general contract administrative process;

Discuss the general task order administrative, invoicing, and reporting process; and Answer any questions.

F.6.2 - Task Order Kick Off Meeting. At the discretion of the CO, and as identified in the task order, the contractor and key personnel (as identified in the task order) may be required to attend a task order kickoff meeting. The kick off meeting will generally be held within 5 business days after task order award and the contractor’s attendance is MANDATORY. The location of the kick off meeting will be at MCC discretion. Generally, the purpose of the kickoff meeting will be to:

Have MCC task order program and acquisition staff meet the Contractor and Contractor’s task order management staff, key personnel/subcontractors to define and clarify roles;

Overview the requirements of the task order and finalize the task order delivery calendar Contract on the order’s delivery schedule and critical milestones;

Discuss SOW, task order objectives, and supplemental background and technical project information, as necessary;

Review the contractor’s project plan submitted under the task order proposal;

Define and clarify roles related to the task order; and Answer any questions.

(End of Section F)

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SECTION G - CONTRACT ADMINISTRATION DATA

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

(JULY 2012)

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

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

G.2 MCC 52.232-70 INVOICE INSTRUCTIONS (MAY 2013)

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

Fax: 303.969.5151/7281 ATTN: MCC Payments, or Email: MCC_Accounting_IBCDENVER@ibc.doi.gov, or

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

M/S D-2773 7301 West Mansfield Avenue Lakewood, CO 80235-2230

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

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

(1) Name, address and telephone of the Contractor

(2) Date of invoice and invoice number

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

(4) Description (quantity, unit of measure, unit price, and extended price) of the supplies/services rendered

(including hours incurred and billing rate, as applicable to the contract)

(5) A schedule depicting the following information:

Amount Invoiced This Period

Cumulative Amount Invoiced

Authorized Value of Contract

Balance Remaining on Contract

MCC‐16‐RFQ‐0008 Page 15

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

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

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

“The undersigned hereby certifies to the best of my knowledge and belief that: the sum claimed under this contract is proper and due, and all the costs of contract performance have been paid, or to the extent allowed under the applicable payment clause, will be paid by the Contractor when due in the ordinary course of business;

the work reflected by these costs has been performed, and amounts involved are consistent with the requirements of this Contract.

BY:______________________________________

TITLE:___________________________________

DATE: ___________________________________

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

MCC_Accounting_IBCDENVER@ibc.doi.gov.

(End of Section G)

MCC‐16‐RFQ‐0008 Page 16

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--

COMMERCIAL ITEMS

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract.

H.2 TASK ORDERS

MCC will issue specific task orders for each requested service. The task order will describe the assignment, define the specific services requested, specify deliverables, location and period of performance and provide budget parameters. The contractors shall not perform any work without MCC requesting such work through a task order.

MCC must concur with the final timing, technical approach, team composition and budget before the contractor is authorized to implement services. MCC could provide supporting documents or other background information as appropriate.

General parameters for task orders include:

a. There is no expectation of average size of any task order issued by MCC;

b. Task Orders may only be issued by a Contracting Officer. Each task order will carry a specific task order number which will be cited on each invoice placed against this IDIQ;

c. The labor categories included under Section J/Attachment 2 will be used in executed task orders. When additional labor categories are required for a task order, the contractors must propose fully loaded hourly rates and submit a labor description including the minimum years of experience and educational requirements. The rate may be negotiated for incorporation into the IDIQ contract or may be incorporated for the task order;

d. The Contactor should note that the fixed labor rates in the task order award can be no higher than the negotiated rates. There shall be no consideration given to escalation rates during this contract’s Period of Performance.

e. Contractors may propose discounts to the labor rates or the ODC burden rate, as specified in Section B. The task order proposal must separately show the contract rate, the discount percentage, and the discounted rate. In the event of task order award, the hourly rates will be fixed and applicable through the entire task order performance period.

f. No separate payment will be made to the contractor for the cost to prepare, submit and/or negotiate a task order proposal.

g. Orders will be within the scope described herein, issued within the period of performance and be within the maximum ceiling of the contract.

H.3 ALTERNATE DISPUTE RESOLUTION

Alternate Dispute Resolution (ADR) procedures increase the opportunity for relatively inexpensive and expeditious resolution of issues in controversy. These procedures may be used at any time that the Contracting Officer has authority to resolve the issue in controversy. If the Contractor submits a claim, ADR procedures may be applied to all or part of the claim. The Contractor must certify its claim in accordance with FAR 33.207. When ADR

MCC‐16‐RFQ‐0008 Page 17 procedures are used after the issuance of a Contracting Officer's final decision, the time limitations or procedural requirements for filing an appeal of the Contracting Officer's final decision are not altered.

H.4 MCC NON-PERSONAL SERVICES

a. The Government and the Contractor understand and agree that the services delivered by the Contractor to the Government are non-personal services. The parties also recognize and agree that no employer-employee exists or will exist between the Government and the Contractor. The Contractor and the Contractor's employees are not employees of the Federal Government and are not eligible for entitlement and benefits given federal employees.

b. Contractor personnel under this contract shall not:

(1) Be placed in a position where there is an appearance that they are employed by a Federal Officer or are under the supervision, direction, or evaluation of a Federal Officer.

(2) Be placed in a position of command, supervision, administration or control over Government personnel.

(End of provision)

H.5 MCC ALL ITEMS TO BECOME PROPERTY OF THE GOVERNMENT

Title to all sources of data, documents, software, and materials paid for and/or delivered, and all other items pertaining to the work and services to be performed under task orders pursuant to this contract, including any copyright shall become the property of the Government and remain with the government upon completion. The government shall have the full unlimited rights to use each of these for its purposes without compensation or approval on the part of the contractor. The government shall have access to and the right to reproduce of the above mentioned items. Any proprietary and/or limited/restrictive rights data provided as an end product or component of an end item delivered under this contract shall be properly indicated as such in contract and task order proposals, in accordance with FAR 52.227-15, and shall be so marked upon delivery to the Government. Data, documents, and software delivered without marking shall be considered as delivered with unlimited data rights. The Contractor shall not mark data, documents, and software with limited/restrictive data rights unless it was developed at private expense.

H.6 MCC NON-DISCLOSURE OF INFORMATION (Mandatory Subcontractor Flow down)

(a) The Contractor shall not release to anyone outside the Contractor's organization any unclassified information, regardless of medium (e.g., film, tape, document), pertaining to any part of this contract or any program related to this contract/Task Order, unless—

(1) The Contracting Officer has given prior written approval; or

(2) The information is otherwise in the public domain before the date of release.

(b) Requests for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The Contractor shall submit its request to the Contracting Officer at least 45 days before the proposed date for release.

(c) Any information made available to the Contractor by the Government shall be used only for the purpose of carrying out the provisions of this contract/Task Order and shall not be divulged or made known in any manner to any persons except as may be necessary in the performance of this contract/Task Order. In the performance of this

MCC‐16‐RFQ‐0008 Page 18 contract/Task Order, the Contractor assumes responsibility for protection of the confidentiality of Government data and shall ensure that all work performed by its subcontractors shall be under the direction of the Contractor or the Contractor’s responsible employees.

Each officer or employee of the Contractor and any of its subcontractors to whom any Government data may be made available or disclosed shall be notified in writing by the Contractor that information disclosed to such officer or employee can be used only for that purpose and to the extent authorized herein. Further disclosure of any such information, by any means, for a purpose or to an extent unauthorized herein, may subject the offender to criminal sanctions imposed by 18 U.S.C. 641. That section provides, in pertinent part, that whoever knowingly converts to their use or the use of another, or without authority, sells, conveys, or disposes of any record of the United States or whoever receives the same with intent to convert it to their use or gain, knowing it to have been converted, shall be guilty of a crime punishable by a fine of up to $10,000, or imprisoned up to ten years, or both.

(d) The Contractor’s procedures for protecting against unauthorized disclosure of information shall not require MCC employees or staff to relinquish control or access of their work products, whether classified or not, to the Contractor.

(e) The Contractor agrees to include a similar requirement in each subcontract or teaming arrangement under this contract/Task Order. Subcontractors/Team Partners shall submit requests for authorization to release through the prime contractor to the Contracting Officer.

(f) In addition, Compact information that is specific to a particular country (e.g. compact proposal and agreement information) shall not be disclosed to persons in another country by Contractor personnel during the course of this contract.

(End of provision)

H.7 MCC KEY PERSONNEL

The Contractor must provide and maintain all Key Personnel. Any changes are subject to prior approvals by MCC in accordance with the appropriate U.S. Government regulations.

(Key personnel will be designated at the Task Order level)

The Contractor shall provide resumes of Key Personnel for individual task orders. All personnel identified in a task order under this contract as Key Personnel are considered to be essential to the work being performed hereunder.

Before changing an individual identified as Key, the Contractor shall notify the Contracting Officer in no less than 15 business days and will submit written justification as to the reason for substitution. Substitution within the first 90 days will only be considered for reasons of illness, death, or termination of employment. The Justification must include the name and qualifications of the proposed substitute(s). The proposed substitute(s) will possess qualifications equal to or superior to those of the Key person being replaced.

The Contractor shall not substitute Key personnel without written consent from the Contracting Officer. No change in fixed unit prices may occur as a result of key personnel substitution. The key personnel may, with the consent of the contracting parties, be amended from time to time during the course of this contract to either add or delete personnel, as appropriate, provided that the contracting officer may ratify, in writing, such diversion and such ratification shall constitute the consent of the contracting officer. Substitutions of Key Personnel shall be equal to or have greater qualifications than the personnel being replaced.

(End of clause)

MCC‐16‐RFQ‐0008 Page 19

H.8 MCC GOVERNMENT FURNISHED FACILITIES

All facilities, equipment, and materials supplied by the Government for on-site operations will be furnished in an "as-is" condition.

(End of provision)

H.9 MCC TECHNICAL DIRECTION

(a) Performance of the work under this contract is subject to the written technical direction of the Contracting Officer Representative (COR), and any Government Project Monitors, (PM), who shall be specifically appointed, and responsibilities identified, by the Contracting Officer in writing in accordance with MCC policy. "Technical direction" means a directive to the Contractor that approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work or documentation items; shifts emphasis among work areas or tasks; or furnishes similar instruction to the Contractor. Technical direction includes requiring studies and pursuit of certain lines of inquiry regarding matters within the general tasks and requirements in Section C of this contract, and any resulting Task Order.

(b) The COR/Government PM does not have the authority to, and shall not, issue any instruction purporting to be technical direction that—

(1) Constitutes an assignment of additional work outside the statement of work;

(2) Constitutes a change as defined in the changes clause;

(3) Constitutes a basis for any increase or decrease in the total estimated contract/Task Order cost, the fixed fee

(if any), or the time required for contract/Task Order performance;

(4) Changes any of the expressed terms, conditions, or specifications of the contract/Task Order; or

(5) Interferes with the contractor's rights to perform the terms and conditions of the contract/Task Order.

(c) Technical direction may be oral or in writing; however, the COR or government PM shall confirm oral direction in writing within five workdays.

(d) The Contractor shall proceed promptly with the performance of technical direction duly issued by the COTR or PM in the manner prescribed by this clause and within the COR's/PM’s authority. If, in the Contractor's opinion, any instruction or direction by the COR/PM falls within any of the categories defined in paragraph (b) of this clause, the Contractor shall not proceed but shall notify the Contracting Officer in writing within 5 workdays after receiving it (either orally or in writing, whichever comes first) and shall request the Contracting Officer to take action as described in this clause. Upon receiving this notification, the Contracting Officer shall either issue an appropriate contract/Task Order modification within a reasonable time or advise the Contractor in writing within 30 days that the instruction or direction is—

(1) Rescinded in its entirety; or

(2) Within the requirements of the contract/Task Order and does not constitute a change under the changes clause of the contract/Task Order, and that the Contractor should proceed promptly with its performance.

(e) A failure of the contractor and Contracting Officer to agree that the instruction or direction is both within the requirements of the contract/Task Order and does not constitute a change under the changes clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, shall be subject to the Disputes clause of this contract.

(f) Any action(s) taken by the contractor in response to any direction given by any person other than the Contracting Officer or the COR/PM shall be at the Contractor's risk.

MCC‐16‐RFQ‐0008 Page 20

H.10 MCC 52.203-70 CONTRACTOR NON-DISCLOSURE AGREEMENT (JULY 2012)

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

NON-DISCLOSURE AGREEMENT

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

Further, I will not directly or indirectly reveal or cause to be revealed the nature or content of any (Confidential…