RFQ 95332421Q0022_Legal Advisory Services.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

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

8. OFFER DUE DATE/

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

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

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NO.

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

OFFER

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

BELOW IS CHECKED

RFQ IFB RFP

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

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

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED

29. AWARD OF CONTRACT: REF.

DATED . YOUR OFFER ON SOLICITATION

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

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

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

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

OFFER

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

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

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

11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

8 (A)

NAICS:

SIZE STANDARD:

541110

$12 Million

95332421Q0022

REGINA E. MAXWELL

202-521-7272

LOCAL TIME

05/18/2021 10:00AM/EDT

See Schedule

See Schedule

Jacqueline H. Naranjo

Contracting Officer

See Schedule

04/20/2021 naranjoj Typewritten Text X naranjoj Typewritten Text naranjoj Typewritten Text 04/20/2021

STANDARD FORM 1449 (REV. 3/2005) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

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

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

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

40. PAID BY

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

PARTIAL FINAL

37. CHECK NUMBER

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

36. PAYMENT

COMPLETE PARTIAL FINAL

See Schedule

95332421Q0022

TABLE OF CONTENTS:

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

Listing of Incorporated Purchase Requisitions

Incorporated Purchase Requisition Numbers:

Section B - Supplies or Services and Prices/Costs

Item Number Base Item Number

Supplies/Services Quantity Unit

0001 Base Period: Legal Advisory Services

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

Direct Labor & Other Direct Costs (ODCs)

Base Period: 08/31/2021 - 08/30/2022 (Estimated)

Purchase Requisitions

IDC Type: Not Applicable

Item Number Base Item Number

Supplies/Services Quantity Unit

1001 Option Period 1: Legal Advisory Services

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

Qty: 2 Users

Purchase Requisitions

Option: 1 Option Time Date: 8/31/22 Option Time Duration: 364 Option Time Units: Days

IDC Type: Not Applicable

Item Number Base Item Number

Supplies/Services Quantity Unit

2001 Option Period 2: Legal Advisory Services

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

Qty: 2 Users

Purchase Requisitions

Option: 2 Option Time Date: 8/31/23 Option Time Duration: 365 Option Time Units: Days IDC Type: Not Applicable

Item Number Base Item Number

Supplies/Services Quantity Unit

3001 Option Period 3: Legal Advisory Services

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

Qty: 2 Users

Purchase Requisitions

Option: 3 Option Time Date: 8/31/24 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable

Item Number Base Item Number

Supplies/Services Quantity Unit

4001 Option Period 4: Legal Advisory Services

Contract Type:Time and Materials Unit Price

Other Direct Costs Extended Price

Description:

Qty: 2 Users

Purchase Requisitions

Option: 4 Option Time Date: 8/31/25 Option Time Duration: 364 Option Time Units: Days IDC Type: Not Applicable

Clauses incorporated by reference

None

Clauses incorporated by full text

Section B

B.1. FAR 52.216-1 TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a time-and-materials (T&M) contract resulting from this solicitation.

B.2. FUNDING TYPE

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

B.3. LIMITATION OF FUNDS INCREMENTALLY FUNDED CONTRACTS

In accordance with clause MCC 52.232-72, "Limitation of Funds Incrementally Funded Contracts," funds in the amount of [TBD] have been allotted to this contract. It is contemplated that funds now obligated under this contract will cover the work to be performed until [TBD]. If the contractor considers the funds obligated under this contract to be insufficient to cover the work to be performed until the date specified herein, or another date agreed to by the parties, the contractor shall notify the contracting officer in writing and indicate the date on which it expects expended funds to approximate 75 percent of the total amount obligated. The notice shall state the estimated amount of additional funds required to continue performance through the date for which incremental funds are provided.

The Contractor shall not perform work on the contract which exceeds the total amount actually allotted by the Government to the contract. The Government is not obligated to reimburse the Contractor for costs incurred in excess of the total amount allotted by the Government to this contract. The contractor assumes the risk for any increased costs beyond what the Government obligates.

B.4. LABOR RATES AND OTHER DIRECT COSTS (ODCs)

Labor rates at the inception of a contract period will carry through as "fixed-price" without adjustment for the life of that contract period.

Hours by labor category and pricing under ODCs are estimates only and may be increased/decreased as necessary for successful completion of the contract requirements and as approved by the COR/PM. However, the contractor's expenditures at any given point shall not exceed the total obligated amount or the total ceiling price for this contract as specified below.

Using the template below, Offerors must include all proposed labor categories, fully-burdened hourly rates and Other Direct Costs (ODCs) for each contract period identified in Section B. Price/Cost Schedule above. Please review the notes following the tables for information on plug numbers to be included in the Offeror's price quote.

Base Option 1 Option 2 Option 3 Option 4 TOTAL Total Labor Hours

Total Labor Costs $ - $ - $ - $ - $ - $ - Total ODCs $ - $ - $ - $ - $ - $ -

Total Est. Cost $ - $ - $ - $ - $ - $ -

Base Period Period of Performance TBD (est. 12 months) Item # Description U/I Qty (1) Rate Total

LABOR (3)

0001 hr.

hr.

hr.

hr.

Total Labor Hours - -

Labor Sub-Total ODCs (2)

Subcontract(s) for Local Counsel $204,000.00

ODC Sub-Total Total Estimated Value (Base Period)

Option Period 1 Period of Performance TBD (est. 12 months) Item # Description U/I Qty (1) Rate Total

LABOR (3)

1001 hr.

hr.

hr.

hr.

Total Labor Hours - -

Labor Sub-Total ODCs (2)

Subcontract(s) for Local Counsel $204,000.00

ODC Sub-Total Total Estimated Value (Option Period 1)

Option Period 2 Period of Performance TBD (est. 12 months) Item # Description U/I Qty (1) Rate Total

LABOR (3)

2001 hr.

hr.

hr.

hr.

Total Labor Hours - -

Labor Sub-Total ODCs (2)

Subcontract(s) for Local Counsel $204,000.00

ODC Sub-Total Total Estimated Value (Option Period 2)

Option Period 3 Period of Performance TBD (est. 12 months) Item # Description U/I Qty (1) Rate Total

LABOR (3)

3001 hr.

hr.

hr.

hr.

Total Labor Hours - -

Labor Sub-Total ODCs (2)

Subcontract(s) for Local Counsel $204,000.00

ODC Sub-Total Total Estimated Value (Option Period 3)

Option Period 4 Period of Performance TBD (est. 12 months) Item # Description U/I Qty (1) Rate Total

LABOR (3)

4001 hr.

hr.

hr.

hr.

Total Labor Hours - -

Labor Sub-Total ODCs (2)

Subcontract(s) for Local Counsel $204,000.00

ODC Sub-Total Total Estimated Value (Option Period 4)

TOTAL COST SUMMARY

Description U/I Qty (1) Rate Total

LABOR (3)

hr.

hr.

hr.

hr.

Total Labor Hours - -

Labor Sub-Total ODCs (2)

Subcontract(s) for Local Counsel $1,020,000.00

ODC Sub-Total Total Estimated Cost

Please note the following:

1. MCC anticipates the prime contractor level of effort for this requirement to be approximately 3,940 hours across the five-year period of performance.

2. As reflected in the tables above, MCC anticipates approximately $1,020,000.00 for local counsel subcontracting costs across the five-year period of performance of this requirement. Offerors shall utilize $1,020,000.00 as the total plug number for local counsel costs but may allocate this amount across the base and option periods in line with their technical quotation (for illustrative purposes, the price tables above have distributed the amount evenly across the five-year period). If an Offeror believes the suggested plug numbers are inadequate, it should be addressed during the solicitation question-and-answer period. Subcontracting costs are subject to the requirements of FAR 52.244-2, Subcontracts.

Other direct costs (ODCs) must be broken down by type (e.g., travel, document translation, etc.) and presented separately from the local counsel subcontracts line item. Note that MCC's estimate for other ODCs (i.e., other than the local counsel subcontracts) is approximately $54,000.00 over the five-year period of performance.

If applicable, offerors shall specify their proposed indirect rates and costs (e.g., General and Administrative (G&A) and/or Subcontractor Handling). Indirect costs must be presented as a separate line item. ODCs shall not include profit/fee.

3. A job description shall be included for each labor category proposed. The job description must identify essential and non-essential tasks that are assigned to a specific position. It must also identify reporting relationships and describe required qualifications, minimum education requirements, and desirable qualifications.

(END OF SECTION B)

Section C - Description/Specifications/Work Statement

Clauses incorporated by reference

None

Clauses incorporated by full text

Section C

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. In addition, in 2018, the President signed the African Growth and Opportunity Act (AGOA) and MCA Modernization Act, which granted MCC new authority to enter into one concurrent compact with an existing compact partner, so long as one or both of the compacts is focused on regional economic integration, increased regional trade, or cross-border collaborations. For information about MCC's current portfolio and work, please refer to the MCC website www.mcc.gov.

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, OGC has contracted with outside 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, OGC seeks a law firm with international 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. This includes both country-specific legal advisory services, as well as legal advisory services in support of MCC's overall operations. The list of countries in which MCC operates may be found at: https://www.mcc.gov/where-we-work.

C.3 OBJECTIVE

The overall objective of this contract is to secure legal advisory services in support of MCC's assistance programs, 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 threshold program agreements, and related agreements with selected countries; the monitoring of programs funded under compacts and threshold program agreements; the identification, selection and management of local legal counsel located in MCC partner countries; and any support services related to these tasks, such as support for MCC's standard suite of bidding documents and contracts (e.g., review of core provisions for market reasonableness and consistency across documents) and any other operational legal and policy matters necessary to support MCC's programs. The contractor will also advise MCC on legal issues that arise in compact and threshold programs, including during the development, implementation, and closeout phases, on an as-needed basis.

C.4 TASKS

The Contractor shall provide legal advice and assistance to MCC in support of MCC's assistance programs to eligible countries selected in accordance with (1) MCC's authorizing legislation, the Millennium Challenge Act of 2003, as amended, and (2) MCC's Policy on Engagement of Outside Legal Counsel, attached as Attachment J-1. 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. The tasks will include, but not be limited to the following:

Task 1: Assist MCC in Selection and Management 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 threshold program agreement.

During performance, the Contractor shall propose up to four (4) firms and/or individual attorneys in the following countries:

• Benin

• Burkina Faso

• Cabo Verde

• Cote D'Ivoire

• El Salvador

• Ethiopia

• The Gambia

• Ghana

• Guatemala

• Honduras

• Indonesia

• Kosovo

• Kenya

• Kiribati

• Lesotho

• Liberia

• Malawi

• Mongolia

• Mozambique

• Morocco

• Nepal

• Niger

• Senegal

• Sierra Leone

• Solomon Islands

• Timor-Leste

• Togo

• Tunisia

• Zambia

Note: Countries will be added/removed during contract performance as new partners are selected by MCC's Board of Directors and existing compacts close out. Therefore, the list above shall be considered illustrative.

Upon MCC's approval, the Contractor shall engage the selected local counsel. For reference, see Attachment J.2 for a list of current/incumbent local counsel firms.

Notwithstanding the foregoing:

a. Except to the extent set forth in subparagraph (b) below, MCC, not the Contractor, will supervise the local counsel directly and the Contractor will not review and approve local counsel's services before they are rendered to MCC.

MCC is not looking to or relying on the Contractor for advice on the matters as to which local counsel is performing work. Local counsel will communicate directly with MCC with regard to those matters and will have duties and obligations running directly to MCC, not the Contractor. Accordingly, the Contractor shall have no responsibility for services rendered by local counsel and shall not be liable for any direct, indirect or consequential damages arising from such services. However, the Contractor shall require that each engagement letter or contract pursuant to which Contractor retains local counsel for the benefit of MCC will (i) unless otherwise agreed upon with MCC, include the following language providing MCC with third-party beneficiary rights: "The Parties agree that MCC shall be, and is hereby named as, an express third-party beneficiary of this Contract and accordingly this Contract confers rights and remedies upon MCC as a third-party beneficiary."; and (ii) include the following language naming New York law as the governing law: "This Contract and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this shall be governed by, and construed in accordance with, the law of the State of New York without regard to the conflict of law rules thereof (other than Section 5-1401 of the New York General Obligations Law)."

b. The Contractor and MCC may agree in writing that the Contractor will provide general oversight and quality control over work products produced by local counsel on discrete and defined matters. Absent such express written agreement, the provisions of subparagraph (a) above will apply. Where such express written agreement exists, the Contractor nevertheless is not expected to be an expert on the issues as to which MCC seeks local counsel's advice and shall, in such instances when supervision of the work performed by local counsel is requested, use reasonably accessible resources and its best judgment when assessing such work. In such event when the Contractor is required to review and approve the work product of local counsel, the Contractor shall, to its best knowledge, ensure reasonable quality of such work, but beyond such, shall have no responsibility for work performed by the local counsel and shall not be liable for any direct, indirect or consequential damages arising from such services.

Without limiting the foregoing, 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 agreement;

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 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.

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 threshold program agreements, as well as any related assistance program agreements. The Contractor will also support MCC efforts with respect to 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 agreements, tax agreements, 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;

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.

To the extent the matters described in this Task 2 require local counsel, the qualifications set forth in Task 1 shall apply.

Task 3: Legal Research, Advice, Training, and Foreign Language Translation Relating to Development Assistance Legal, Policy and Operational Issues The Contractor will provide legal research, advice, training, and foreign language translation, 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, regulatory, and policy reform;

g. Establishing public-private partnerships;

h. Foreign language document translation of a variety of legal and other documents in French, Spanish and other languages, in some cases using a foreign language attorney to review the work of a translator to ensure legal accuracy;

and

i. Other areas of law related to MCC's mission.

(END OF SECTION C)

Section D - Packaging and Marking

Clauses incorporated by reference

None

Clauses incorporated by full text

Section D The Contractor shall ensure that each report prepared by the Contractor and delivered under this Contract contains the following statement on the first or cover page of such report:

"The views and opinions expressed herein are those of the author(s) and do not necessarily represent those of MCC or any other U.S. Government entity.".

(End of Section D)

Section E - Inspection and Acceptance Terms

None

Clauses incorporated by reference

None

Clauses incorporated by full text

Section E

Inspection and acceptance shall be in accordance with the terms of FAR 52.212-4/Alternate I, Contract Terms and Conditions Commercial Items. In addition, the following terms apply:

E.1 Inspection of Reports

MCC only accepts full submittals, not partial submittals; submittals must be in full accordance with the Contractor's approved methodology and QA/QC plan. The Contractor must take into consideration that each deliverable will have at least one round of reviews by MCC and other stakeholders when developing their work plan.

E.2 Quality Control Plan

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

(END OF SECTION E)

Section F - Delivery or Performance

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

8/31/21 8/30/22 MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

WASHINGTON

US 20005

Line Item: 1001 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

8/31/22 8/30/23 MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

WASHINGTON

US 20005

Line Item: 2001 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

8/31/23 8/30/24 MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

WASHINGTON

US 20005

Line Item: 3001 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

8/31/24 8/30/25 MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

WASHINGTON

US 20005

Line Item: 4001 Period Of Performance Start Date Period Of Performance End Date Period Of Performance Address

8/31/25 8/30/26 MCC Headquarters Millennium Challenge Corporation 1099 Fourteenth Street NW, Suite 700

WASHINGTON

US 20005

Clauses incorporated by reference

None

Clauses incorporated by full text

Section F

F.1 Period of Performance

The overall anticipated period of performance of this contract is as follows:

Base Period: 08/31/2021 08/30/2022 Option Period 1: 08/31/2022 08/30/2023 Option Period 2: 08/31/2023 08/30/2024 Option Period 3: 08/31/2024 08/30/2025 Option Period 4: 08/31/2025 08/30/2026

While the Contract will be awarded for the Base and Option Periods, the exercise of the option periods is at the sole discretion of MCC.

F.2 Place of Performance

The Contractor shall primarily perform services at their facilities. Occasionally, the Contractor may be required to travel to foreign countries to perform services on location with accountable entities. MCC may also require the Contractor to travel to MCC offices in Washington, DC to perform services from time to time (e.g., staff training).

F.3 Deliverables

The contractor shall provide services as specified in Section C Statement of Work to support MCC in the flexible and timely manner required to meet the evolving needs of compact development, negotiation, and implementation. New tasks/technical directives shall not imply authority to incur costs beyond the obligated amount; however, this contract may be amended to reflect additional costs/funds as necessary to meet MCC's legal support needs.

All deliverables shall be submitted in electronic form where feasible, and in hard copy as necessary and/or required.

Deliverables will be considered "draft" upon initial receipt. Drafts will be reviewed and accepted or concerns raised/comments provided by MCC. The Contractor shall appropriately address MCC's concerns and provide final deliverables pursuant to the timeframe agreed upon with MCC.

See Section H.7 MCC Technical Direction for additional details, including how specific deliverables/tasks will be assigned to/requested from the Contractor.

F.4 Deliverable Format

Unless specifically instructed by MCC otherwise, all reports shall be submitted electronically using Windows-based Microsoft (MS) Office 2010 or newer, including Word for text, data tables in Excel, presentations in PowerPoint, appropriate MS-Office program for exhibits, and schedules using MS-Project 2010 or newer. All editable work files shall be submitted to MCC along with PDF files.

The Contractor must establish and maintain a comprehensive reference index of all relevant documents reviewed, produced, and/or edited by the Contractor during the course of contract performance. Any and all such documents made available to and collected by the Contractor must be compiled in usable form and delivered in an organized fashion to MCC at the end of the contract in an electronic format acceptable to MCC. Such documents may also be requested periodically, prior to the end of the contract.

F.5 Acceptance Criteria

Deliverables will be evaluated according to the following criteria:

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

• Quality and clarity of analyses and work produced.

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

F.6 Notice Regarding Late Delivery

In the event the Contractor encounters difficulty in meeting performance requirements, or anticipates 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/PM, in writing, and provide pertinent details. Provision of such information is only in character, and shall not be construed as a waiver by the Government of any delivery schedule or deadline, or any rights or remedies provided by law or under this contract.

(END OF SECTION F)

Section G - Contract Administration Data

Clauses incorporated by reference

None

Clauses incorporated by full text

MCC 52.201-70 CONTRACTING OFFICER'S REPRESENTATIVE (COR) AND/OR PROJECT MONITOR

(PM) (JULY 2012)

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

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

(End of clause)

MCC 52.232-70 INVOICE INSTRUCTIONS (MAY 2017)

Invoices shall be paid in accordance with the Prompt Payment Act, thirty days (30) following receipt of a proper invoice.

The Contractor shall submit each invoice electronically via email or fax to the following:

Fax: 303.969.5151/7281 ATTN: MCC Payments, or

Email: MCC_Accounting_IBCDENVER@ibc.doi.gov, or

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

Interior Business Center

M/S D-2773

7301 West Mansfield Avenue

Lakewood, CO 80235-2230

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

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

(1) Name, address and telephone of the Contractor

(2) Date of invoice and invoice number

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

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

(5) A schedule depicting the following information:

Amount Invoiced

This Period

Cumulative Amount Invoiced Authorized Value of Contract Balance Remaining on Contract

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

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

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

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

BY:______________________________________

TITLE:___________________________________

DATE: ___________________________________

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

MCC_Accounting_IBCDENVER@ibc.doi.gov.

(End of clause)

Section G

G.1 Supplemental Invoice Instructions

Notwithstanding the invoicing requirements in the above Invoice Instruction clause, Contractor invoices for this contract must be broken down by country so that all costs are attributed to a particular MCC partner country, if applicable.

(END OF SECTION G)

Section H - Special Contract Requirements

Clauses incorporated by reference

None

Clauses incorporated by full text

MCC 52.203-70 CONTRACTOR NON-DISCLOSURE AGREEMENT (MAY 2017)

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

NON-DISCLOSURE AGREEMENT

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

Further, I will not directly or indirectly reveal or cause to be revealed the nature or content of any _________, except to authorized personnel.

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

Company or Subcontractor

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

[signatory]

Contract Administrator Date

MCC 52.204-70 SECURITY REQUIREMENTS FOR CONTRACTOR PERSONNEL - FEBRUARY 2019

A. Compliance with MCC Safety and Security Regulations at MCC Headquarters

1. Personal services contractors (PSCs) and contract employees including those working for subcontractors shall be subject to and abide by all MCC safety and security policy and procedures while on MCC premises, and satisfy applicable requirements for fitness to perform work for or on behalf of MCC, personnel security, and obtaining an MCC Photo Identification (ID) Badge.

2. MCC may impose applicable criminal, civil and/or administrative sanctions, including removal, suspension, termination or suspension of access to information, information systems, or MCC facilities, against any PSC or contractor employee who fails to adequately protect classified national security information or sensitive information, including such information designated as Controlled Unclassified Information, from unauthorized disclosure. The sanctions imposed are under the authority of the applicable laws, regulations, Government-wide and MCC policies.

B. PSC and Contract Employee Fitness and MCC Photo ID Badge Requirements

1. The following are requirements for a PSC or contractor employee who works under this contract and requires access to any of the following: MCC Headquarters, MCCNet, Sensitive But Unclassified (SBU), Foreign Government Information (FGI) or any other designated sensitive information (such as classified national security information and Controlled Unclassified Information under 32 CFR Part 2002).

a. Such an individual must be:

i. A U.S. citizen or have Permanent Resident Status in the U.S;

ii. Screened for fitness to work for or on behalf of MCC;

iii. Determined by MCC to be fit to work for or on behalf of MCC; and

iv. Determined eligible to be issued an MCC Photo Identification Badge.

b. In addition, if the individual is not a U.S. citizen for or in a position designated as moderate or high risk (i.e., a public trust position), the individual must have been residing, working and/or attending an educational institution in the U.S. for at least three, years.

c. MCC may allow such an individual to perform services under this contract based on: (1) a favorable suitability/fitness screening as an interim fitness determination, and (2) a favorable interim credentialing determination for issuance of an MCC Photo ID Badge, as applicable. An interim fitness determination does not satisfy requirement a. iii.) of this paragraph, and an interim credentialing determination does not satisfy requirement a. iv.) of this paragraph.

d. An investigation for an individual's fitness will be required to satisfy requirement a. iii.) except whenever the individual already has an investigation on file that meets the requirements for an investigation based on all applicable position designation(s) for the individual that satisfies/satisfy guidelines issued by the Suitability and Credentialing Executive Agent (SuitCredEA), the Security Executive Agent (SecEA) and the individual has been working for or on behalf of a Federal agency continuously for at least one year in one or more Federal positions or as a contractor employee that was/were subject to suitability or fitness investigation satisfying guidelines issued by the Suitability and Credential Executive Agent. However, no exception to the investigation requirement will be granted whenever MCC obtains new information in connection with the individuals that calls into question the individual's fitness under the criteria for suitability in 5 CFR 731.202. The investigation required will be based on position designation performed by MCC in accordance with 5 CFR 731 and 5 CFR 1400.

2. PSCs and contractor employees for or in public trust positions are subject to reinvestigation for fitness within the timeframe specified by the SuitCredEA.

3. A PSC or contractor employee whose position risk designation increases due to reassignment or change in job duties or responsibilities, is subject to the fitness investigation requirements for the higher risk position at the time the position designation is changed. If the position with the higher risk designation is the same one occupied by the individual, the individual may remain in the position while the investigation is being conducted; otherwise, the individual may not perform services under this contract in the new capacity until the requirements of B.1. of this clause are satisfied. Any upgrade in the investigation required for the new risk level will be initiated by MCC within 14 calendar days of the reassignment or change in job duties or responsibilities.

4. Fitness determinations will be made by MCC using the criteria and guidelines for making suitability determinations in 5 CFR 731.202 and related guidelines of the SuitCredEA. When no new investigation is required, MCC may determine an individual unfit when the investigative record on file for the individual shows conduct that is incompatible with the core duties of the relevant position by applying the criteria and guidelines referenced in this paragraph.

5. If a PSC or contractor employee develops one or more issues with respect to the criteria in 5 CFR 731.202 prior to any required investigation or reinvestigation, MCC may conduct an investigation at any time sufficient to resolve the issues and determine the individual's fitness to work for or on behalf of MCC.

6. Interim and final determinations on eligibility to be issued a MCC Photo ID Badge will be made by MCC based on the SuitCredEA's criteria in "Final Credentialing Standards for Issuing Personal Identity Verification Cards" or it latest successor.

7. Contractor, including any PSC, is required to have all affected personnel complete appropriate security forms, including a signed Personal Information Request Form (PIRF) and a signed form OF 306 Declaration for Federal Employment, which are to be signed and faxed to MCC DIS at 202-521-3590. Candidates for PSC positions must also include a copy of their resume in the fax transmission that includes the PIRF and OF 306. In addition, individuals subject to fitness investigation or reinvestigation must complete a Standard Form 85P or 85P-S (as specified by MCC Domestic and International Security (DIS)) and related signature releases, supplemental forms; and submit to fingerprint imaging within seven (7) days after receiving a DIS e-mail request for the documents. MCC DIS will provide the necessary forms, which must be submitted using an on-line system on the Internet. (Also see "Contract Award" below.)

8. MCC Photo ID Badges will only be issued to individuals determined eligible to be issued one and who attend a scheduled MCC Orientation Program and Security Briefing.