ARC/ASD/APB

PARKERSBURG WV 26106-1328

ACCOUNTSPAYABLE@FISCAL.TREASURY.GOV

PO BOX 1328

ARC/ASD/APB, AVERY 3G

ARC/ASD/APB

IS CHECKED SEE ADDENDUM

18a. PAYMENT WILL BE MADE BY CODE 

CODE 

CODE FACILITY

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

OFFEROR

TDP

WASHINGTON DC 20220

MAIL STOP: 1425 NEW YORK AVE, NW

1500 PENNSYLVANIA AVENUE, NW

PROCUREMENT SERVICES DIVISIONS

DEPARTMENT OF THE TREASURY

TDP - ESF CODE 16. ADMINISTERED BY CODE 

X

541110

SIZE STANDARD:

TDP UNRESTRICTED OR SET ASIDE: % FOR:

IFB RFP

CODE 10. THIS ACQUISITION IS

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

ACACIA HARRIS

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION a. NAME b. TELEPHONE NUMBER 8. OFFER DUE DATE/LOCAL TIME

3. AWARD/ 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION 

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 23PR-TDP-0264 1 28

SUITE 2100

TELEPHONE NO.

WASHINGTON DC 20001-3743

ATTN: KEVIN HUDSON

601 MASSACHUSETTS AVE NW

ARNOLD & PORTER KAYE SCHOLER LLP

17a. CONTRACTOR/

WASHINGTON DC 20220

1500 PENNSYLVANIA AVE., NW

OFFICE OF BUDGET AND TRAVEL, ATTN:1

US DEPARTMENT OF THE TREASURY

TDP - ESF

15. DELIVER TO

WASHINGTON DC 20220

SUITE 2100

MAIL STOP: 1425 NEW YORK AVE, NW

1500 PENNSYLVANIA AVENUE, NW

PROCUREMENT SERVICES DIVISIONS

9. ISSUED BY

7. 

2032H323C00033

2. CONTRACT NO. 

EFFECTIVE DATE

$15.5

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

ISSUE DATE

DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS 

MARKED

11. 

X SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A 

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. 

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL 

BUSINESS

8(A)

DEPARTMENT OF THE TREASURY WOMEN-OWNED SMALL BUSINESS 

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED 

SMALL BUSINESS PROGRAM

EDWOSB 

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21. 

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Contract 2032H323C00033 is funded using TDP and

ESF fund sites. Per PRISM Support, combining fund

sites from TDP and ESF under the same action is

not allowed. Therefore, this award, contract

2032H323C00033, will obligate $1,679,036.17 (Req

23PR-TDP-0264) from the ESF fund site and a

subsequent funding only contract 2032H323C000-33

will obligate the remaining $839,363.83 (Req

23PR-TDP-0263) from the TDP fund site in order to

fully fund CLIN 0001 for the Base Period in the

amount of $2,518,400.00.

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

$1,679,036.17

HEREIN, IS ACCEPTED AS TO ITEMS: 

X

X X

DATED

MARK C. GREEN

. YOUR OFFER ON SOLICITATION (BLOCK 5), 

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH 

 1

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

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

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

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

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

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER 

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE 

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

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 

25. ACCOUNTING AND APPROPRIATION DATA

See schedule

29. AWARD OF CONTRACT:

REF.

Michael Messersmith, Partner, Arnold & Porter 08/18/2023
32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32c. DATE 

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

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

37. CHECK NUMBER

PARTIAL FINAL

36. PAYMENT

PARTIAL FINAL

35. AMOUNT VERIFIED

CORRECT FOR

33. SHIP NUMBER 34. VOUCHER NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

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

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

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21. 

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

0001 1,679,036.17

0002 0.00

Total Award Value: $5,250,000.00

Period of Performance: 08/21/2023 to 08/20/2024

Legal Support Base Period

Obligated Amount: $1,679,036.17

Legal Support Base Period (Optional Ancillary

Support)

Amount: $1,821,106.05(Option Line Item)

The total amount of award: $3,500,142.22. The

obligation for this award is shown in box 26.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

2 of 28
Contract 2032H323C00033

Page 3 of 28

Section B – Supplies or Services and Prices/Costs

1. Type of Contract

(a) This is a labor hour type contract. 

(b) The following rates will be utilized during the life of this contract: 

LABOR CATEGORY (LCAT) BASE

PERIOD

BASE PERIOD (OPTIONAL 

ANCILLARY SUPPORT)

Partner (Michael Messersmith) $1,530.00 $1,530.00

Partner (Rosa Evergreen) $1,237.50 $1,237.50

Partner (Benjamin Mintz) $1,440.00 $1,440.00

Counsel $1,206.00 $1,206.00

Associate $913.50 $913.50

Paralegal $445.00 $445.00

Should FAR 52.217-8 be exercised, the rates effective in the prior period will be 

utilized. 

(c) Ceiling prices specified for each period shall apply separately and independently 

to that period. The Contractor shall not exceed the ceiling prices of this contract.

CLIN PERIOD CEILING PRICE

0001 Base Period $ 2,518,400.00

0002 Base Period (Optional Ancillary Support) $ 2,731,600.00

Total $ 5,250,000.00

6 Month Extension (FAR 52.217-8) $1,500,000.00

Base Period CLIN 0002 Optional Ancillary Support shall be exercised via modification 

when required.

2. Service Contract Wage Determination

This requirement is subject to FAR Subpart 22.10 Service Contract Labor Standards. 

The Contractor shall utilize the wage determination applicable to the location of the site

performance occurs. Wage determinations may be found at:

https://sam.gov/content/wage-determinations. 

3. FAR Clause 52.217-8 Pricing

This contract includes FAR Clause 52.217-8 Option to Extend Services, which may be

exercised by the Government at any time during the life of this contract. Should the

Government elect to exercise this option, the prices established in the period effective

prior to the 52.217-8 period will be utilized during the 52.217-8 extension period(s).
Contract 2032H323C00033

Page 4 of 28

Section C – Description/Specifications/Statement of Work

1. Background

The U.S. Department of the Treasury’s mission is to maintain a strong economy and 

create economic and job opportunities by promoting the conditions that enable 

economic growth and stability at home and abroad, strengthen national security by 

combating threats and protecting the integrity of the financial system, and manage the 

U.S. Government’s finances and resources effectively. In March 2020, the world was hit 

by the COVID-19 pandemic. The economic impact of the pandemic was particularly dire 

for the aviation industry. 

In response, Congress passed several laws establishing programs to provide support to 

air carriers and certain other types of businesses. These laws include the Coronavirus 

Aid, Relief, and Economic Security Act (CARES) Act, signed into law on March 27, 

2020; the Consolidated Appropriations Act, 2021 (CAA), signed into law on December 

27, 2020; and the American Rescue Plan Act of 2021 (ARPA), signed into law on March 

11, 2021. As relevant here, Treasury established a program for making loans to aviation 

businesses and national security businesses under the CARES Act, and disbursed 

three rounds of financial assistance to aviation businesses under the Payroll Support 

Program created under the CARES Act, CAA, and ARPA (together, the Programs). As 

part of the Programs, certain companies issued debt or equity instruments to Treasury.

Treasury’s Office of the General Counsel (OGC) is responsible for providing Treasury 

officials and employees with legal advice and assistance related to the Programs.

2. Scope

The contractor will provide legal services to Treasury in connection with the Programs, 

to include expert advice on issues related the terms of the Payroll Support Program 

agreements, loan agreements, and warrant agreements, as well as all legal issues 

related to the management and disposition of the equity and debt instruments held by 

Treasury. 

Accordingly, the contractor must have experience in advising on complex equity and 

debt financial transactions. Relatedly, the contractor must have expertise advising on 

and managing legal issues in connection with securities law, mergers and acquisitions 

of public and private companies, secured and unsecured lending, asset management, 

employment law and executive compensation, dispositions of equity and debt 

instruments in public and private markets, debt and equity restructurings, bankruptcy 

law and proceedings, creditors’ rights in bankruptcy, and debt collection. The contractor 

must also have experience serving as counsel to federal agencies and the resources 

and expertise to provide the required advice and work product immediately upon 

engagement.

3. Specific Tasks

a. Equity and debt disposition support
Contract 2032H323C00033

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The contractor will provide legal advice regarding Treasury’s dispositions, 

through public or private transactions, of publicly traded and non-publicly traded 

common stock, warrants, and debt instruments, and negotiate, draft, review, and 

manage the execution of documentation related to such dispositions.

b. Asset management support

The contractor will provide legal advice regarding management of the financial 

instruments held by Treasury under the Programs, to include matters related to 

debt and equity restructurings, mergers or acquisitions involving public or private 

companies, bankruptcy, and debt collection. In addition, the contractor will 

negotiate, draft, review, and manage the execution of a range of documentation 

related to the Payroll Support Program agreements, loan agreements, security 

and pledge agreements, and debt and equity instruments, including, for example, 

notices required to be delivered to recipients under the Programs, instruction 

letters addressed to Treasury’s administrative and collateral agent, waiver and 

modification agreements to the loan agreements, and amendments to the loan 

agreements. 

c. Compliance support

The contractor will provide legal advice regarding recipient compliance with 

requirements under the Programs, including the terms of the loan agreements 

and warrant agreements and requirements related to employment and executive 

compensation. 

d. Oversight support

The contractor may provide legal advice regarding oversight requests related to 

the Programs and assist in providing written and oral responses to such 

oversight requests.

e. Other legal services 

The contractor will provide other legal services as needed related to the 

Programs, which may include advice related to federal or state securities laws, 

and secured and unsecured lending. 
Contract 2032H323C00033

Page 6 of 28

Section D – Packaging and Marking

1. Electronic Deliverables

Electronic deliverables shall be submitted in one of the following formats, as 

appropriate: .pdf, .doc/.docx, or .xls/.xlsx. Other formats may be accepted by the 

Contracting Officer’s Representative as needed.

All deliverables become the property of the Department of the Treasury. Documents 

shall not contain markings or legends which restrict the Department’s use in any way.
Contract 2032H323C00033

Page 7 of 28

Section E – Inspection and Acceptance

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

This contract incorporates one or more clauses by reference, with the same force and 

effect as if they were given in full text. Upon request, the Contracting Officer will make 

their full text available. Also, the full text of a clause may be accessed electronically at 

this/these address(es): 

FAR: www.acquisition.gov 

DTAR: www.acquisition.gov/dtar

(End of clause)

The following clauses are incorporated by reference:

NUMBER TITLE DATE

52.246-6 Inspection-Time-and-Material and Labor-Hour May 2001

2. Inspection and Acceptance

Inspection and acceptance of all work performed under this contract shall be by the

Contracting Officer, Contracting Officer’s Representative, or another representative

authorized by the Contracting Officer. 

All deliverables and reports will be reviewed by Treasury to ensure contractor accuracy, 

completeness, professional quality, and overall compliance with contract requirements. 

Deliverables will be in the form of written reports, program-related documents, options 

papers, face-to-face presentations, oral recommendations, and implementation of 

approved recommendations, as directed by Treasury.

3. IR1052.242-9000 Post Award Evaluation of Contractor Performance (JUN 2020) 

Interim and final evaluations of contractor performance will be prepared on this contract 

in accordance with FAR 42.15. The Assessing Official (e.g., Contracting Officer) will 

prepare a final performance evaluation at the time the work on the contract is 

completed. In addition to the final evaluation, interim evaluations will be prepared 

annually to coincide with the anniversary date of the contract.

The past performance evaluation process is a paperless process using the Contractor 

Performance Assessment Reporting System (CPARS). CPARS is a web-based system 

that allows for electronic processing of the performance evaluation report. The 

completed evaluation was previously available in the Past Performance Information 

Retrieval System (PPIRS), but since the General Services Administration officially 

retired PPIRS and merged it with CPARS, it created “a single system” that “provides 
Contract 2032H323C00033

Page 8 of 28

one location and one account to perform functions such as creating and editing 

performance and integrity records, changes to administering users, running reports, 

generating performance records, and viewing/managing performance records. 

Once the Contractor is registered in CPARS, they will receive an automaticallygenerated email with detailed login instructions. Further details, systems requirements, 

and training information for CPARS is available at https://www.cpars.gov/. The CPARS 

User Manual, registration for Online Training for Contractors, and a practice application 

may be found at this site as well. 

Interim and final evaluations will be provided to the Contractor for their review and 

comment as soon as practicable after completion of the evaluation. Evaluations of 

contractor past performance will be posted to the relevant past performance database 

no more than 14 days after the information is provided to the contractor. On day 15, 

whether the contractor has responded or not, the evaluation automatically posts to 

PPIRS. If the Contractor elects not to provide comments, they should acknowledge 

receipt of the evaluation by indicating "No comment" and then sign and date the form. If 

the Contractor does not sign and submit the form within 14 days, it will automatically be 

returned to the Government. 

Contractors who disagree with a government evaluation can request to meet with the 

Contracting Officer to discuss their scores and provide feedback or justification for their 

performance. No requirement exists for the government to meet with the contractor; 

however, if a contractor requests a meeting, the government may accept the request. 

Any such meeting does not alter the requirement that an evaluation be posted to PPIRS 

within 14 days. 

Several avenues still exist for the contractor to influence the review. First, the contractor 

may submit a comment after the 14-day period expires and the review has been posted 

to PPIRS. The contractor’s late comments must be posted to PPIRS; however, the 

government’s original report will still be available to all source selection officials. 

Although authorized, an agency is not required to modify its evaluation based upon a 

contractor’s comments. Second, the contractor may appeal its review one level above 

the Contracting Officer to the Reviewing Official. Again, the appeal does not stop the 

14- day reporting period and the original evaluation will be posted on PPIRS. 

The following guidelines apply concerning the Contractor's use of the past performance 

evaluation: 

 Protect the evaluation as "source selection information." After review, transmit 

the evaluation by completing and submitting the form through CPARS. If for 

some reason the Contractor is unable to view and/or submit the form through 

CPARS, contact the Contracting Officer for further instructions. 
Contract 2032H323C00033

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 Strictly control access to the evaluation within the Contractor's organization. 

Ensure the evaluation is never released to persons or entities outside of the 

Contractor's control. 

 Prohibit the use of or reference to evaluation data for advertising, promotional 

material, pre- award surveys, responsibility determinations, production readiness 

reviews, or other similar purposes. 

 A copy of the completed past performance evaluation will be available in CPARS 

for the Contractor's review and for Government use supporting source selection 

actions after it has been finalized. 

(End of clause)
Contract 2032H323C00033

Page 10 of 28

Section F – Deliveries or Performance

1. Monthly status report

The contractor shall submit a monthly status report that include a financial status to 

identify the total amount obligated for the current contract period, the amount invoiced to 

date, and the expected burn and balance, by month, for the remainder of the contract 

year. The status report shall match amounts included on the invoice for the same 

month of the report. The report shall be submitted to the COR and Treasury project 

lead. 

2. Turnaround time for specific tasks

The following due dates are automatically applied to each request for advice, draft, 

review, or revisions, unless another due date is agreed upon in writing between the 

contractor and Treasury. If the due date lands on a weekend or federal holiday, the due 

date is the next business day.

Task 1 – Equity and debt 

disposition support

Respond to verbal requests for advice within one 

business day.

Respond to written requests for advice within three

business days.

Task 2 – Asset 

management support

Due dates for drafts, reviews, or revisions will vary 

depending on the scope and complexity of the 

assignment but must be completed within two weeks 

of the request, unless otherwise agreed to in writing. 

Respond to verbal requests for advice within one 

business day.

Respond to written requests for advice within three 

business days.

Task 3 – Compliance 

support

Within five business days of the request.

Task 4 - Oversight 

support

The due date for each query will be based on the 

deadline imposed by the oversight body. A typical 

response time is five calendar days.

Monthly status report By the 27th of each month, with respect to the 

preceding month.

3. Place of Performance

Work will be performed at the contractor’s facility. Travel is not anticipated.
Contract 2032H323C00033

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4. Period of Performance

a. Contract period

Base Period: 08/21/2023 – 08/20/2024

b. Hours

The contractor must be available on business days during the business hours of 

9 a.m. to 5 p.m. ET unless specified otherwise by the CO or COR. 

Circumstances may require the contractor to provide services outside normal 

duty hours. Business days are Monday – Friday and do not include the Federal 

holidays listed at https://www.opm.gov/policy-data-oversight/pay-leave/federalholidays/.
Contract 2032H323C00033

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Section G – Contract Administration Data

1. Contracting Officer (CO)

(a) The CO is Mark Green, mark.green2@irs.gov.

(b) In accordance with FAR 1.602, the CO has the authority to enter into, administer, 

or terminate contracts.

(c) The CO is responsible for ensuring performance of all necessary actions for 

effective contracting, ensuring compliance with the terms of the contract, and 

safeguarding the interests of the United States in its contractual relationships. 

(d) Only a warranted Contracting Officer is authorized to change the specifications, 

price, terms, or conditions of this contract. No payments will be made for any 

unauthorized supplies or services or for any unauthorized changes to the work 

specified herein. This includes any services performed by the Contractor of his 

own volition or at the request of an individual other than a warranted Contracting 

Officer. 

(e) Requests for changes to the contract must be emailed to the CO.

2. DTAR 1052.201-70 Contracting Officer’s Representative (COR) Appointment 

and Authority (Apr 2015) 

(a) The COR is: Gregory W. Jewell, Greg.jewell@treasury.gov

(b) Performance of work under this contract is subject to the technical direction of the 

COR identified above, or a representative designated in writing. The term “technical 

direction” includes, without limitation, direction to the contractor that directs or 

redirects the labor effort, shifts the work between work areas or locations, and/or fills 

in details and otherwise serves to ensure that tasks outlined in the work statement 

are accomplished satisfactorily.

(c) Technical direction must be within the scope of the contract specification(s)/work 

statement. The COR does not have authority to issue technical direction that:

(1) Constitutes a change of assignment or additional work outside the contract 

specification(s)/work statement;

(2) Constitutes a change as defined in the clause entitled “Changes”;

(3) In any manner causes an increase or decrease in the contract price, or the time 

required for contract performance;

(4) Changes any of the terms, conditions, or specification(s)/work statement of the 

contract;

(5) Interferes with the contractor's right to perform under the terms and conditions of 

the contract; or

(6) Directs, supervises or otherwise controls the actions of the Contractor's 

employees.
Contract 2032H323C00033

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(d) Technical direction may be oral or in writing. The COR must confirm oral direction in 

writing within five workdays, with a copy to the Contracting Officer.

(e) The Contractor shall proceed promptly with performance resulting from the technical 

direction issued by the COR. If, in the opinion of the Contractor, any direction of the 

COR or the designated representative falls within the limitations of (c) above, the 

Contractor shall immediately notify the Contracting Officer no later than the 

beginning of the next Government work day.

(End of clause)

3. DTAR 1052.232-7003 Electronic Submission Of Payment Requests (Apr 2015)

(a) Definitions. As used in this clause—

(1) “Payment request” means a bill, voucher, invoice, or request for contract 

financing payment with associated supporting documentation. The payment 

request must comply with the requirements identified in FAR 32.905(b), “Content 

of Invoices” and the applicable Payment clause included in this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit 

payment requests electronically using the Invoice Processing Platform (IPP). 

Information regarding IPP, including IPP Customer Support contact information, is 

available at www.ipp.gov or any successor site.

(c) The Contractor may submit payment requests using other than IPP only when the 

Contracting Officer authorizes alternate procedures in writing in accordance with 

Treasury procedures.

(d) If alternate payment procedures are authorized, the Contractor shall include a copy 

of the Contracting Officer's written authorization with each payment request.

(End of clause)

4. Invoicing

A Notice to Proceed was issued on 16 Aug 2023, invoices from that date forward will be

reviewed and approved accordingly. 

Invoicing for the Partner LCAT shall reflect the rate of the appropriate individual as 

appliable in accordance with the rates listed in Section B above.
Contract 2032H323C00033

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Section H – Special Contract Requirements

1. DTAR 1052.210-70 Contractor Publicity (Apr 2015)

The Contractor, or any entity or representative acting on behalf of the Contractor, shall 

not refer to the supplies or services furnished pursuant to the provisions of this contract 

in any news release or commercial advertising, or in connection with any news release 

or commercial advertising, without first obtaining explicit written consent to do so from 

the Contracting Officer. Should any reference to such supplies or services appear in any 

news release or commercial advertising issued by or on behalf of the Contractor without 

the required consent, the Government shall consider institution of all remedies available 

under applicable law, including 31 U.S.C. 333, and this contract. Further, any violation 

of this clause may be considered as part of the evaluation of past performance.

(End of clause)

2. IR1052.209-9001 Organizational Conflicts of Interest (May 2018)

(a) Purpose: The purpose of this clause is (1) to ensure that the contractor is not biased 

because of conflicting roles in financial, contractual, organizational, or other interests 

which relate to the work to be performed under this contract, and (2) to ensure the 

contractor does not obtain any unfair competitive advantage over other parties as a 

result of its work under this contract. 

(b) Scope: The restrictions described herein shall apply to performance or participation 

by the contractor and any of its affiliates or their successors in interest (hereinafter 

collectively referred to as the “contractor”) in any activities related to this contract.

The term contractor includes the prime contractor, subcontractors, mentors, joint 

ventures, consultants, or any others acting in a similar capacity.

(c) Reporting: The contractor shall immediately report to the CO any conflicts or 

potential conflicts that arise during the performance of work under this contract, 

including those that may surface at the subcontract level. Once reported, the CO 

may terminate the contract for convenience if such an action is in the best interest of 

the Government. However, should there by any misrepresentation of facts in 

reporting an OCI or a potential OCI, at the prime or subcontract level, or a complete 

failure to report such, the CO may impose the remedies provided in subparagraph (f) 

of this clause.

(d) Restrictions: 

(1) The Contractor may not utilize or disclose any material obtained in the course of 

this contract while representing other clients without written permission from the 

COR and CO.

(2) No Contractor employee who supported this contract may advise other clients or 

fellow contractor employees in connection with the terms and conditions, 

compliance requirements and other aspects of applying for and securing 

financing from any program covered by this contract without written permission 

from the COR and CO. 
Contract 2032H323C00033

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(e) Subcontracts: The contractor shall include a clause, substantially similar to this 

clause, including this paragraph, in all subcontracts (including purchase/delivery 

orders), teaming arrangements, and/or other agreements calling for the performance 

of work related to this contract unless exempted in writing by the CO.

(f) Remedies: For breach of any of the above restrictions or for nondisclosure or 

misrepresentation of any facts required to be disclosed concerning this contract, 

including the existence of an actual or potential organizational conflict at the time of 

or after award, the IRS may terminate the contract for default, disqualify the 

contractor from subsequent related efforts, and pursue such other administrative 

remedies as may be permitted by law or other terms and conditions of this contract.

(End of clause)

3. Government Furnished Property and Information

Treasury will provide the contractor with relevant information regarding the Programs 

and recipients under the Programs, including recipients that issued equity or debt 

instruments to Treasury.

4. Disclosure of information

Treasury may publicly publish transaction documentation before or after consummation 

of the transactions. The contractor is not authorized to disclose to any source, other 

than those authorized by Treasury, any confidential information gained in the course of 

this engagement. Treasury and the contractor will agree to terms relating to conflicts of 

interest.

5. Limited use of data

The government has unlimited rights to all documents/material produced under this 

contract. All documents and materials produced under this contract will be government 

owned and the property of the government. These documents and materials may not 

be used or sold by the contractor without written permission from the CO. This right 

does not abrogate any other government rights.

6. Change management

Any changes to the scope of contractor’s work must be approved in writing in advance 

by Treasury.

7. Contract phase-out

Upon the expiration or termination of the contract for any reason, the contractor will 

assist in transferring responsibility for providing the support services to Treasury or to a 
Contract 2032H323C00033

Page 16 of 28

third-party service provider. This clause and the contractor’s phase-out responsibilities 

shall survive the termination or expiration of the contract.
Contract 2032H323C00033

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Section I – Contract Clauses

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

This contract incorporates one or more clauses by reference, with the same force and 

effect as if they were given in full text. Upon request, the Contracting Officer will make 

their full text available. Also, the full text of a clause may be accessed electronically at 

this/these address(es): 

FAR: www.acquisition.gov 

DTAR: www.acquisition.gov/dtar

(End of clause)

The following FAR clauses are incorporated by reference:

NUMBER TITLE DATE

52.202-1 Definitions Jun 2020

52.203-3 Gratuities Apr 1984

52.203-5 Covenant Against Contingent Fees May 2014

52.203-7 Anti-Kickback Procedures Jun 2020

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal 

or Improper Activity

May 2014

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity May 2014

52.203-12 Limitation on Payments to Influence Certain Federal 

Transactions

Jun 2020

52.203-13 Contractor Code of Business Ethics and Conduct Nov 2021

52.203-14 Display of Hotline Poster(s) Nov 2021

52.203-17 Contractor Employee Whistleblower Rights and 

Requirement To Inform Employees of Whistleblower Rights

Jun 2020

52.203-19 Prohibition on Requiring Certain Internal Confidentiality 

Agreements or Statements

Jan 2017

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber 

Content Paper

May 2011

52.204-10 Reporting Executive Compensation and First-Tier 

Subcontract Awards

Jun 2020

52.204-13 System for Award Management Maintenance Oct 2018

52.204-14 Service Contract Reporting Requirements Oct 2016

52.204-18 Commercial and Government Entity Code Maintenance Aug 2020

52.204-19 Incorporation by Reference of Representations and 

Certifications

Dec 2014

52.204-21 Basic Safeguarding of Covered Contractor Information 

Systems

Nov 2021

52.204-23 Prohibition on Contracting for Hardware, Software, and 

Services Developed or Provided by Kaspersky Lab and 

Other Covered Entities

Nov 2021
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52.204-25 Prohibition on Contracting for Certain Telecommunications 

and Video Surveillance Services or Equipment

Nov 2021

52.204-27 Prohibition on a ByteDance Covered Application Jun 2023

52.209-6 Protecting the Government’s Interest When Subcontracting 

with Contractors Debarred, Suspended, or Proposed for 

Debarment

Nov 2021

52.209-9 Updates of Publicly Available Information Regarding 

Responsibility Matters

Oct 2018

52.209-10 Prohibition on Contracting with Inverted Domestic 

Corporations

Nov 2015

52.210-1 Market Research Nov 2021

52.215-2 Audit and Records – Negotiation Jun 2020

52.215-8 Order of Precedence – Uniform Contract Format Oct 1997

52.215-17 Waiver of Facilities Capital Cost of Money Oct 1997

52.215-21 Requirements for Certified Cost or Pricing Data and Data 

Other Than Certified Cost or Pricing Data – Modifications, 

Alternate IV

Nov 2021

Oct 2010

52.216-30 Time-and-Materials/Labor-Hours Nov 2021

52.219-8 Utilization of Small Business Concerns Oct 2022

52.219-28 Post-Award Small Business Program Representation Mar 2023

52.222-3 Convict Labor June 2003

52.222-21 Prohibition of Segregated Facilities Apr 2015

52.222-26 Equal Opportunity Sep 2016

52.222-37 Employment Reports on Veterans Jun 2020

52.222-40 Notification of Employee Rights Under the National Labor 

Relations Act

Dec 2010

52.222-41 Service Contract Labor Standards Aug 2018

52.222-43 Fair Labor Standards Act and Service Contract Labor 

Standards – Price Adjustment (Multiple Year and Option 

Contracts)

Aug 2018

52.222-50 Combating Trafficking in Persons Nov 2021

52.222-54 Employment Eligibility Verification May 2022

52.222-55 Minimum Wages for Contractor Workers Under Executive 

Order 14026

Jan 2022

52.222-62 Paid Sick Leave Under Executive Order 13706 Jan 2022

52.223-6 Drug-Free Workplace May 2001

52.223-18 Encouraging Contractor Policies to Ban Text Messaging 

while Driving

Jun 2020

52.225-13 Restrictions on Certain Foreign Purchases. Feb 2021

52.227-14 Rights in Data-General. May 2014

52.232-7 Payments under Time-and-Materials and Labor-Hour 

Contracts. Nov 2021

52.232-17 Interest May 2014

52.232-23 Assignment of Claims. May 2014

52.232-25 Prompt Payment. Jan 2107
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52.232-33 Payment by Electronic Funds Transfer-System for Award 

Management.

Oct 2018

52.232-40 Providing Accelerated Payments to Small Business 

Subcontractors.

Nov 2021

52.233-1 Disputes May 2014

52.233-3 Protest after Award Aug 1996

52.233-4 Applicable Law for Breach of Contract Claim. Oct 2004

52.232-13 Bankruptcy. Jul 1995

52.242-3 Penalties for Unallowable Costs Dec 2022

52.243-3 Changes-Time-and-Materials or Labor-Hours. Sep 2000

52.244-2 Subcontracts. Jun 2020

52.244-6 Subcontracts for Commercial Products and Commercial 

Services. Dec 2022

52.246-25 Limitation of Liability-Services. Feb 1997

52.249-6 Termination (Cost-Reimbursement)

With Alternate IV

May 2004

Sep 1996

52.249-14 Excusable Delays Apr 1984

2. FAR 52.204-21 Basic Safeguarding of Covered Contractor Information 

Systems (Nov 2021)

(a) Definitions. As used in this clause—

Covered contractor information system means an information system that is owned 

or operated by a contractor that processes, stores, or transmits Federal contract 

information.

Federal contract information means information, not intended for public release, that 

is provided by or generated for the Government under a contract to develop or 

deliver a product or service to the Government, but not including information 

provided by the Government to the public (such as on public websites) or simple 

transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as 

facts, data, or opinions, in any medium or form, including textual, numerical, graphic, 

cartographic, narrative, or audiovisual (Committee on National Security Systems 

Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the 

collection, processing, maintenance, use, sharing, dissemination, or disposition of 

information ( 44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information 

systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and 

procedures to protect covered contractor information systems. Requirements and 
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procedures for basic safeguarding of covered contractor information systems 

shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on 

behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions 

that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information 

systems.

(iv)Control information posted or processed on publicly accessible information 

systems.

(v) Identify information system users, processes acting on behalf of users, or 

devices.

(vi)Authenticate (or verify) the identities of those users, processes, or devices, as 

a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract 

Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and 

the respective operating environments to authorized individuals.

(ix)Escort visitors and monitor visitor activity; maintain audit logs of physical 

access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information 

transmitted or received by organizational information systems) at the external 

boundaries and key internal boundaries of the information systems.

(xi)Implement subnetworks for publicly accessible system components that are 

physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a 

timely manner.

(xiii) Provide protection from malicious code at appropriate locations within 

organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are 

available.

(xv) Perform periodic scans of the information system and real-time scans of files 

from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other 

specific safeguarding requirements specified by Federal agencies and 

departments relating to covered contractor information systems generally or 

other Federal safeguarding requirements for controlled unclassified information 

(CUI) as established by Executive Order 13556.
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(c) Subcontracts. The Contractor shall include the substance of this clause, including 

this paragraph (c), in subcontracts under this contract (including subcontracts for the 

acquisition of commercial products or commercial services, other than commercially 

available off-the-shelf items), in which the subcontractor may have Federal contract 

information residing in or transiting through its information system.

(End of clause)

3. FAR 52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits 

and at the rates specified in the contract. These rates may be adjusted only as a result 

of revisions to prevailing labor rates provided by the Secretary of Labor. The option 

provision may be exercised more than once, but the total extension of performance 

hereunder shall not exceed 6 months. The Contracting Officer may exercise the option 

by written notice to the Contractor within the contract period.

(End of clause)

4. FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the 

Contractor within the contract period; provided that the Government gives the 

Contractor a preliminary written notice of its intent to extend at least 15 days 

before the contract expires. The preliminary notice does not commit the 

Government to an extension.

(b) If the Government exercises this option, the extended contract shall be 

considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this 

clause, shall not exceed five (5) years.

(End of clause)

5. FAR 52.222-35 Equal Opportunity for Veterans (Jun 2020)

(a) Definitions. As used in this clause- 

"Active duty wartime or campaign badge veteran," "Armed Forces service medal 

veteran," "disabled veteran," "protected veteran," "qualified disabled veteran," and 

"recently separated veteran" have the meanings given at Federal Acquisition 

Regulation (FAR) 22.1301. 

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the 

equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause 

prohibits discrimination against qualified protected veterans, and requires affirmative 

action by the Contractor to employ and advance in employment qualified protected 

veterans.
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(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts 

valued at or above the threshold specified in FAR 22.1303(a) on the date of 

subcontract award, unless exempted by rules, regulations, or orders of the Secretary 

of Labor. The Contractor shall act as specified by the Director, Office of Federal 

Contract Compliance Programs, to enforce the terms, including action for 

noncompliance. Such necessary changes in language may be made as shall be 

appropriate to identify properly the parties and their undertakings.

(End of clause)

6. FAR 52.222-36 Equal Opportunity for Workers with Disabilities (Jun 2020)

(a) Equal opportunity clause. The Contractor shall abide by the requirements of the 

equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause 

prohibits discrimination against qualified individuals on the basis of disability, and 

requires affirmative action by the Contractor to employ and advance in employment 

qualified individuals with disabilities.

(b) Subcontracts. The Contractor shall include the terms of this clause in every 

subcontract or purchase order in excess of the threshold specified in Federal 

Acquisition Regulation (FAR) 22.1408(a) on the date of subcontract award, unless 

exempted by rules, regulations, or orders of the Secretary, so that such provisions 

will be binding upon each subcontractor or vendor. The Contractor shall act as 

specified by the Director, Office of Federal Contract Compliance Programs of the 

U.S. Department of Labor, to enforce the terms, including action for noncompliance. 

Such necessary changes in language may be made as shall be appropriate to 

identify properly the parties and their undertakings.

(End of clause)

7. FAR 52.222-42 Statement of Equivalent Rates for Federal Hires (May 2014) 

In compliance with the Service Contract Labor Standards statute and the regulations of 

the Secretary of Labor (29 CFR part 4), this clause identifies the classes of service 

employees expected to be employed under the contract and states the wages and 

fringe benefits payable to each if they were employed by the contracting agency subject 

to the provisions of 5 U.S.C. 5341 or 5332. 

This Statement is for Information Only: It is not a Wage Determination

Employee Class Monetary Wage-Fringe Benefits

30360 Paralegal/Legal Assistant $ 15.50

(End of clause)
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8. DTAR 1052.222-70 Minority and Women Inclusion (Jan 2016)

(a) Contractor confirms its commitment to equal opportunity in employment and 

contracting. To implement this commitment, the Contractor shall ensure, to the 

maximum extent possible consistent with applicable law, the fair inclusion of 

minorities and women in its workforce. The Contractor shall insert the substance of 

this clause in all subcontracts awarded under this contract whose dollar value 

exceeds $150,000. Within ten business days of a written request from the 

Contracting Officer, or such longer time as the Contracting Officer determines, and 

without any additional consideration required from the Agency, the Contractor shall 

provide documentation, satisfactory to the Agency, of the actions it (and as 

applicable, its subcontractors) has undertaken to demonstrate its good faith effort to 

comply with the aforementioned provisions. For purposes of this contract, “good faith 

effort” may include actions by the Contractor intended to identify and, if present, 

remove barriers to minority and women employment or expansion of employment 

opportunities for minorities and women within its workforce. Efforts to remove such 

barriers may include, but are not limited to, recruiting minorities and women, 

providing job-related training, or other activity that could lead to those results.

(b) The documentation requested by the Contracting Officer to demonstrate “good faith 

effort” may include, but is not limited to, one or more of the following—

(1) The total number of Contractor's employees, and the number of minority and 

women employees, by race, ethnicity, and gender (e.g., an EEO-1);

(2) A list of subcontract awards under the contract that includes: Dollar amount, date 

of award, and subcontractor's race, ethnicity, and/or gender ownership status;

(3) Information similar to that required in paragraph (b)(1) of this clause, with respect 

to each subcontractor; and/or

(4) The Contractor's plan to ensure that minorities and women have appropriate 

opportunities to enter and advance within its workforce, including outreach 

efforts.

(c) Consistent with Section 342(c)(3) of the Dodd-Frank Wall Street Reform and 

Consumer Protection Act (Pub. L. 111-203) (Dodd-Frank Act), a failure to 

demonstrate to the Director of the Agency's Office of Minority and Women Inclusion 

such good faith efforts to include minorities and women in the Contractor's workforce 

(and as applicable, the workforce of its subcontractors), may result in termination of 

the contract for default, other contractual remedies, or referral to the Office of 

Federal Contract Compliance Programs (OFCCP). Compliance with this clause does 

not, however, necessarily satisfy the requirements of Executive Order 11246, as 

amended, nor does it preclude OFCCP compliance evaluations and/or enforcement 

actions undertaken pursuant to that Executive Order.

(d) For purposes of this clause, the terms “minority,” “minority-owned business,” and 

“women-owned business” shall have the meanings set forth in Section 342(g) of the 

Dodd-Frank Act.

(End of clause)
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9. DTAP 1052.232-39 Unenforceability of Unauthorized Obligations (January 

2016) 

(a) Definition. As used in this clause-

"Commercial supplier agreements" means terms and conditions customarily offered 

to the public by vendors of supplies or services that meet the definition of 

commercial item set forth in FAR 2.101 and intended to create a binding legal 

obligation on the end user. Commercial supplier agreements (CSA) are particularly 

common in information technology acquisitions, including acquisitions of commercial 

computer software and commercial technical data, but they may apply to any supply 

or service. The term applies-

(1) Regardless of the format or style of the document. For example, a CSA may be 

styled as standard terms of sale or lease, Terms of Service (TOS), End User 

License Agreement (EULA), or another similar legal instrument or agreement, 

and may be presented as part of an offer or quotation responding to a 

solicitation; 

(2) Regardless of the media or delivery mechanism used. For example, a CSA may 

be presented as one or more paper documents or may appear on a computer or 

other electronic device screen during a purchase, software installation, other 

product delivery, registration for a service, or another transaction. 

(b) Except as stated in paragraph (c) of this clause, when any supply or service 

acquired under this contract is subject to any CSA, that includes any language, 

provision, or clause requiring the Government to indemnify the Contractor or any 

person or entity for damages, costs, fees, or any other loss or liability that would 

create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: 

(1) Any such language, provision, or clause is unenforceable against the 

Government. 

(2) Neither the Government nor any Government authorized end user shall be 

deemed to have agreed to such clause by virtue of it appearing in the CSA. If the 

CSA is invoked through an "I agree" click box or other comparable mechanism 

(e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the 

Government or any Government authorized end user to such clause. 

(3) Any such language, provision, or clause is deemed to be stricken from the CSA.

(c) Paragraph (b) of this clause does not apply to indemnification by the Government 

that is expressly authorized by statute and specifically authorized under applicable 

agency regulations and procedures.

(End of clause)

10. 1052.232-70 Commercial Supplier Agreements-Unenforceable Clauses 

(January 2016)

(a) Definition. As used in this clause-
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"Commercial supplier agreements" means terms and conditions customarily offered 

to the public by vendors of supplies or services that meet the definition of 

commercial item set forth in FAR 2.101 and intended to create a binding legal 

obligation on the end user. Commercial supplier agreements (CSA) are particularly 

common in information technology acquisitions, including acquisitions of commercial 

computer software and commercial technical data, but they may apply to any supply 

or service. The term applies-

(1) Regardless of the format or style of the document. For example, a CSA may be 

styled as standard terms of sale or lease, Terms of Service (TOS), End User 

License Agreement (EULA), or another similar legal instrument or agreement, 

and may be presented as part of an offer or quotation responding to a 

solicitation; 

(2) Regardless of the media or delivery mechanism used. For example, a CSA may 

be presented as one or more paper documents or may appear on a computer or 

other electronic device screen during a purchase, software installation, other 

product delivery, registration for a service, or another transaction. 

(b) When any supply or service acquired under this contract is subject to a commercial 

supplier agreement, the following language shall be deemed incorporated into the 

commercial supplier agreement. As used herein, "this agreement" means the 

commercial supplier agreement: 

(1) Notwithstanding any other provision of this agreement, when the end user is an 

agency or instrumentality of the Government, the following shall apply: 

(i) Applicability. This agreement is part of a contract between the commercial 

supplier and the Government for the acquisition of the supply or service that 

necessitates a license (including all contracts, task orders, and delivery 

orders under FAR 12). 

(ii) End user. This agreement shall bind the Government as end user but shall 

not operate to bind a Government employee or person acting on behalf of the 

Government in their personal capacity. 

(iii) Law and disputes. This agreement is governed by Federal law. 

(A) Any language purporting to subject the Government to the laws of a U.S. 

state, U.S. territory, district, or municipality, or foreign nation, except 

where Federal law expressly provides for the application of such laws, is 

hereby deleted. 

(B) Any language requiring dispute resolution in a specific forum or venue that 

is different from that prescribed by applicable Federal law is hereby 

deleted. 

(C) Any language prescribing a different time period for bringing an action 

than that prescribed by applicable Federal law in relation to a dispute is 

hereby deleted.

(iv) Continued performance. If the supplier or licensor believes the Government 

to be in breach of the agreement, it shall pursue its rights under the Contract 
Contract 2032H323C00033

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Disputes Act or other applicable Federal statute continuing performance as 

set forth in the clause at FAR 52.233-1, Disputes.

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute 

arising under or relating to this agreement, (A) binding arbitration shall not be 

used unless specifically authorized by agency guidance, and (B) equitable or 

injunctive relief, including the award of attorney fees, costs or interest, may be 

awarded against the Government only when explicitly provided by statute 

(e.g., Prompt Payment Act or Equal Access to Justice Act).

(vi) Additional terms.

(A) This agreement may unilaterally incorporate additional terms by 

reference. Terms may be included by reference using electronic means 

(e.g., via web links, click and accept, etc.). Such terms shall be 

enforceable only to the extent that:

(1) When included by reference using electronic means, the terms are 

readily available at referenced locations; and

(2) Terms do not materially change government obligations; and

(3) Terms do not increase government prices; and

(4) Terms do not decrease overall level of service; and

(5) Terms do not limit any other Government right addressed elsewhere in 

this contract.

(B) The order of precedence clause of this contract notwithstanding, any 

software license terms unilaterally revised subsequent to award that is 

inconsistent with any material term or provision of this contract is not 

enforceable against the Government.

(vii) No automatic renewals. If any license or service tied to periodic payment is 

provided under this agreement (e.g., annual software maintenance or annual 

lease term), such license or service shall not renew automatically upon 

expiration of its current term without prior express Government approval.

(viii) Indemnification. Any clause of this agreement requiring the commercial 

supplier or licensor to defend or indemnify the end user is hereby amended to 

provide that the U.S. Department of Justice has the sole right to represent the 

United States in any such action, in accordance with 28 U.S.C. 516.

(ix) Audits. Any clause of this agreement permitting the commercial supplier or 

licensor to audit the end user's compliance with this agreement is hereby 

amended as follows:

(A) Discrepancies found in an audit may result in a charge by the commercial 

supplier or licensor to the Government. Any resulting invoice must comply 

with the proper invoicing requirements specified in the underlying 

Government contract or order.

(B) This charge, if disputed by the Government, will be resolved through the 

clause at FAR 52.233-1, Disputes; no payment obligation shall arise on 

part of the Government until the conclusion of the dispute process.
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(C) Any audit requested by the commercial supplier or licensor will be 

performed at the commercial supplier’s or licensor’s expense, without 

reimbursement by the Government.

(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier 

or licensor seeks to pass along to the Government as end user will be 

governed by the terms of the underlying contract and, in any event, must be 

submitted to the Contracting Officer for a determination of applicability prior to 

invoicing unless specifically agreed to otherwise in the underlying contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or 

obligations thereunder be delegated, without the Government's prior approval, 

except as expressly permitted under the clause at FAR 52.232-23, 

Assignment of Claims.

(xii) Confidential information. If this agreement includes a confidentiality clause, 

such clause is hereby amended to state that neither the agreement nor the 

price list shall be deemed "confidential information." Issues regarding release 

of "unit pricing" will be resolved consistent with the Freedom of Information 

Act. Notwithstanding anything in this agreement to the contrary, the 

Government may retain any confidential information as required by law, 

regulation or its internal document retention procedures for legal, regulatory 

or compliance purposes; provided, however, that all such retained confidential 

information shall continue to be subject to the confidentiality obligations of this 

agreement.

(2) If any provision of this agreement conflicts or is inconsistent with the preceding 

subparagraph (b)(1) of this clause, the provisions of subparagraph (b)(1) of this 

clause shall prevail to the extent of such inconsistency.

(End of clause)
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Section J – List of Attachments

Attachment 1 - Quality Assurance Surveillance Plan (QASP)

Attachment 2 – Price Table
Attachment 1

Contract 2032H323C00033

Page 1 of 9

QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

Legal Support for Air Carrier and National Security Loan Programs and Payroll Support Program
Attachment 1

Contract 2032H323C00033

Page 2 of 9

TABLE OF CONTENTS

1 INTRODUCTION............................................................................................................................ 3

1.1 Purpose.................................................................................................................................... 3

1.2 Performance Management Approach........................................................................................ 3

1.3 Performance Management Strategy .......................................................................................... 3

2 ROLES AND RESPONSIBILITIES................................................................................................. 4

2.1 The Contracting Officer ........................................................................................................... 4

2.2 The Contracting Officer’s Technical Representative................................................................. 4

3 IDENTIFICATION OF REQUIRED PERFORMANCE STANDARDS/QUALITY LEVELS.......... 4

4 METHODOLOGIES TO MONITOR PERFORMANCE.................................................................. 4

4.1 Surveillance Techniques........................................................................................................... 4

4.2 Customer Feedback.................................................................................................................. 5

4.3 Acceptable Quality Levels........................................................................................................ 5

5 QUALITY ASSURANCE DOCUMENTATION............................................................................. 5

5.1 The Performance Management Feedback Loop ........................................................................ 5

5.2 Monitoring Forms.................................................................................................................... 5

6 ANALYSIS OF QUALITY ASSURANCE ASSESSMENT............................................................ 5

6.1 Determining Performance......................................................................................................... 5

6.2 Reporting..................................................................................Error! Bookmark not defined.

6.3 Reviews and Resolution ........................................................................................................... 5

ATTACHMENT 1: PERFORMANCE REQUIREMENTS SUMMARY................................................. 7

ATTACHMENT 2: SAMPLE QUALITY ASSURANCE MONITORING FORM................................ 9
Attachment 1

Contract 2032H323C00033

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QUALITY ASSURANCE SURVEILLANCE PLAN

(QASP)

1 INTRODUCTION

This quality assurance surveillance plan (QASP) is pursuant to the requirements listed in the performance 

work statement (PWS) entitled Legal Support for Air Carrier and National Security Loan Programs and 

Payroll Support Program. This plan sets forth the procedures and guidelines the Department of the Treasury 

will use in ensuring the required performance standards or services levels are achieved by the contractor.

1.1 Purpose

1.1.1 The purpose of the QASP is to describe the systematic methods used to monitor performance and 

to identify the required documentation and the resources to be employed. The QASP provides a means for 

evaluating whether the contractor is meeting the performance standards/quality levels identified in the PWS

and the contractor’s quality control plan (QCP), and to ensure that the government pays only for the level

of services received.

1.1.2 This QASP defines the roles and responsibilities of all members of the integrated project team 

(IPT), identifies the performance objectives, defines the methodologies used to monitor and evaluate the 

contractor’s performance, describes quality assurance documentation requirements, and describes the 

analysis of quality assurance monitoring results.

1.2 Performance Management Approach

1.2.1 The PWS structures the acquisition around “what” service or quality level is required, as opposed 

to “how” the contractor should perform the work (i.e., results, not compliance). This QASP will define the 

performance management approach taken by the Office of Recovery Programs (ORP) and the Department 

of the Treasury Office of General Council (OGC) to monitor and manage the contractor’s performance to 

ensure the expected outcomes or performance objectives communicated in the PWS are achieved. 

Performance management rests on developing a capability to review and analyze information generated 

through performance assessment. The ability to make decisions based on the analysis of performance data 

is the cornerstone of performance management; this analysis yields information that indicates whether 

expected outcomes for the project are being achieved by the contractor. 

1.2.2 Performance management represents a significant shift from the more traditional quality assurance 

(QA) concepts in several ways. Performance management focuses on assessing whether outcomes are being 

achieved and to what extent. This approach migrates away from scrutiny of compliance with the processes 

and practices used to achieve the outcome. A performance-based approach enables the contractor to play a 

large role in how the work is performed, as long as the proposed processes are within the stated constraints. 

The only exceptions to process reviews are those required by law (federal, state, and local) and compelling 

business situations, such as safety and health. A “results” focus provides the contractor flexibility to 

continuously improve and innovate over the course of the contract as long as the critical outcomes expected 

are being achieved and/or the desired performance levels are being met.

1.3 Performance Management Strategy

1.3.1 The contractor is responsible for the quality of all work performed. The contractor measures that 

quality through the contractor’s own quality control (QC) program. QC is work output, not workers, and 

therefore includes all work performed under this contract regardless of whether the work is performed by 

contractor employees or by subcontractors. The contractor’s QCP will set forth the staffing and procedures 

for self-inspecting the quality, timeliness, responsiveness, customer satisfaction, and other performance 
Attachment 1

Contract 2032H323C00033

Page 4 of 9

requirements in the PWS. The contractor will develop and implement a performance management system 

with processes to assess and report its performance to the designated government representative. The 

contractor’s QCP will set forth the staffing and procedures for self-inspecting the quality, timeliness, 

responsiveness, customer satisfaction, and other performance requirements in the PWS. This QASP enables 

the government to take advantage of the contractor’s QC program. 

1.3.2 The government representative(s) will monitor performance and review performance reports 

furnished by the contractor to determine how the contractor is performing against communicated 

performance objectives. The government will make determination regarding incentives based on 

performance measurement metric data and notify the contractor of those decisions. The contractor will be 

responsible for making required changes in processes and practices to ensure performance is managed 

effectively.

2 ROLES AND RESPONSIBILITIES

2.1 Contracting Officer

The contracting officer (CO) is responsible for monitoring contract compliance, contract administration, 

and cost control and for resolving any differences between the observations documented by the contracting 

officer's representative (COR) and the contractor. The CO will designate one full-time COR as the 

government authority for performance management. The number of additional representatives serving as 

technical inspectors depends on the complexity of the services measured, as well as the contractor’s 

performance, and must be identified and designated by the CO.

2.2 Contracting Officer’s Representative 

The contracting officer’s representative (COR) is designated in writing by the CO to act as his or her

authorized representative to assist in administering a contract. COR limitations are contained in the written 

appointment letter. The CO is responsible for technical administration of the project and ensures proper 

government surveillance of the contractor’s performance. The COR is not empowered to make any 

contractual commitments or to authorize any contractual changes on the government’s behalf. Any changes 

that the contractor deems may affect contract price, terms, or conditions shall be referred to the CO for 

action. The COR will have the responsibility for completing QA monitoring forms used to document the

inspection and evaluation of the contractor’s work performance. Government surveillance may occur under 

the inspection of services clause for any service relating to the contract.

3 IDENTIFICATION OF REQUIRED PERFORMANCE STANDARDS/QUALITY 

LEVELS

The required performance standards and/or quality levels are included in the PWS . If the contractor meets 

the required service or performance level, it will be paid the monthly amount agreed on in the contract. If 

the contractor exceeds the service or performance level, it is eligible to receive an incentive or award fee as 

stated in the contract. Failure to meet the required service or performance level will result in a deduction 

from the monthly amount.

4 METHODOLOGIES TO MONITOR PERFORMANCE

4.1 Surveillance Techniques

In an effort to minimize the performance management burden, simplified surveillance methods shall be 

used by the government to evaluate contractor performance when appropriate. The primary methods of 

surveillance are (include those that apply)

 Random monitoring, which shall be performed by the COR designated inspector and official 

government project representative.
Attachment 1

Contract 2032H323C00033

Page 5 of 9

 Periodic Inspection – COTR/COR typically performs the periodic inspection on a monthly basis.

4.2 Communications

The contractor is expected to establish and maintain professional communication between contractor 

representatives, OGC representatives and the COR. The primary objective of this communication is 

customer satisfaction. Customer satisfaction is the most significant external indicator of the success and 

effectiveness of all services provided and can be measured through customer discussions.

Complaints, to be considered valid, must set forth clearly and in writing the detailed nature of the complaint, 

and must be forwarded to the COR. The COR will accept those complaints and investigate using email.

4.3 Acceptable Quality Levels 

The acceptable quality levels (AQLs) included in Attachment 1, Performance Requirements Summary 

Table, for contractor performance are structured to allow the contractor to manage how the work is 

performed while providing negative incentives for performance shortfalls. For certain critical activities, the 

desired performance level is established at 100 percent. Other levels of performance are keyed to the relative 

importance of the task to the overall mission performance at the Department of the Treasury.

5 QUALITY ASSURANCE DOCUMENTATION

5.1 Performance Management Feedback Loop

The performance management feedback loop begins with the communication of expected outcomes. 

Performance standards are expressed in the PWS and are assessed using the performance monitoring 

techniques shown in Attachment 1. 

5.2 Monitoring Forms 

The government’s QA surveillance, accomplished by the COR, will be reported using the monitoring forms 

in Attachments 2 or through email. The form or email, when completed, will document the government’s 

assessment of the contractor’s performance under the contract to ensure that the required results are being 

achieved.

5.2.1 The COR will retain a copy of all completed QA surveillance forms and emails. 

6 ANALYSIS OF QUALITY ASSURANCE ASSESSMENT

6.1 Determining Performance

6.1.1 Government shall use the monitoring methods cited to determine whether the performance 

standards/service levels/AQLs have been met. If the contractor has not met the minimum requirements, it 

may be asked to develop a corrective action plan to show how and by what date it intends to bring 

performance up to the required levels. 

6.2 Reviews and Resolution

6.2.1 The COR may require the contractor’s project manager, or a designated alternate, to meet with the 

COR and other government IPT personnel as deemed necessary to discuss performance evaluation. The

COR will define a frequency of in-depth reviews with the contractor, including appropriate self-assessments 

by the contractor; however, if the need arises, the contractor will meet with the COR as often as required 

or per the contractor’s request. The agenda of the reviews may include:
Attachment 1

Contract 2032H323C00033

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 Monthly performance assessment data and trend analysis

 Issues and concerns of both parties

 Projected outlook for upcoming months and progress against expected trends, including a 

corrective action plan analysis

 Recommendations for improved efficiency and/or effectiveness

6.2.2 The QAR must coordinate and communicate with the contractor to resolve issues and concerns 

regarding marginal or unacceptable performance. 

6.2.3 The COR and contractor should jointly formulate tactical and long-term courses of action. 

Decisions regarding changes to metrics, thresholds, or service levels should be clearly documented. 

Changes to service levels, procedures, and metrics will be incorporated as a contract modification at the 

convenience of the PCO/ACO.
Attachment 1

Contract 2032H323C00033

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ATTACHMENT 1: PERFORMANCE REQUIREMENTS SUMMARY

Required Service

(PWS Tasks) 

Performance

Standard

Acceptable 

Quality

Level

Method(s)

of

Surveillance

Incentive (Positive 

and/or Negative)

Task 1 – Equity 

and debt 

disposition 

support

The contractor 

shall provide 

professional quality 

advice and

documentation as 

specified in the 

PWS. 

Respond to verbal 

requests for advice 

within one (1) 

business day.

Respond to written 

requests for advice 

within three (3) 

business days.

99%

Accuracy

Inspection - All 

deliverables and 

reports will be 

reviewed by Treasury 

to ensure contractor 

accuracy, 

completeness, 

professional quality, 

and overall 

compliance with 

contract requirements. 

Potential 

termination of 

contract for 

multiple 

deficiencies.

The Government 

will consider errors; 

misleading 

statements; and 

incomplete 

information as 

deficiencies.

Task 2 – Asset 

management 

support

The contractor 

shall provide 

professional quality 

advice and 

documentation as 

specified in the 

PWS.

Due dates for 

drafts, reviews, or 

revisions will vary 

depending on the 

scope and 

complexity of the 

assignment but 

must be completed 

within two (2) 

weeks of the 

request, unless 

otherwise agreed 

to. 

Respond to verbal 

requests for advice 

within one (1) 

business day.

99%

Accuracy

Inspection - All 

deliverables and 

reports will be 

reviewed by Treasury 

to ensure contractor 

accuracy, 

completeness, 

professional quality, 

and overall 

compliance with 

contract requirements.

Potential 

termination of 

contract for 

multiple 

deficiencies.

The Government 

will consider errors; 

misleading 

statements; and 

incomplete 

information as 

deficiencies.
Attachment 1

Contract 2032H323C00033

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Respond to written 

requests for advice 

within three (3) 

business days.

Task 3 –

Compliance 

support

The contractor 

shall provide 

professional quality 

advice and 

documentation as 

specified in the 

PWS within five 

(5) business days

of the request.

99%

Accuracy

Inspection - All 

deliverables and 

reports will be 

reviewed by Treasury 

to ensure contractor 

accuracy, 

completeness, 

professional quality, 

and overall 

compliance with 

contract requirements. 

Potential 

termination of 

contract for 

multiple 

deficiencies.

The Government 

will consider errors; 

misleading 

statements; and 

incomplete 

information as 

deficiencies.

Task 4 - Oversight 

support

The contractor 

shall provide 

professional quality 

advice and

documentation as 

specified in the 

PWS.

The due date for 

each query will be 

based on the 

deadline imposed 

by the oversight 

body. A typical 

response time is 

five calendar days.

99%

Accuracy

Inspection - All 

deliverables and 

reports will be 

reviewed by Treasury 

to ensure contractor 

accuracy, 

completeness, 

professional quality, 

and overall 

compliance with 

contract requirements.

Potential 

termination of 

contract for 

multiple 

deficiencies.

The Government 

will consider errors; 

misleading 

statements; and 

incomplete 

information as 

deficiencies.

Monthly status 

report

The contractor 

shall provide 

complete and 

accurate 

documentation as 

specified in the 

PWS by the 27th

of each month, 

with respect to 

the preceding 

month.

99%

Accuracy

Inspection - All 

deliverables and 

reports will be 

reviewed by Treasury 

to ensure contractor 

accuracy, 

completeness, 

professional quality, 

and overall 

compliance with 

contract requirements.

Potential 

termination of 

contract for 

multiple 

deficiencies.

The Government 

will consider errors; 

misleading 

statements; and 

incomplete 

information as 

deficiencies.
Attachment 1

Contract 2032H323C00033

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ATTACHMENT 2: SAMPLE QUALITY ASSURANCE 

MONITORING FORM

SERVICE or STANDARD:

SURVEY PERIOD: 

SURVEILLANCE METHOD (Check):

 Random Sampling  100% Inspection  Periodic Inspection  Customer Complaint

LEVEL OF SURVEILLANCE (Check):

 Monthly  Quarterly  As needed

PERCENTAGE OF ITEMS SAMPLED DURING SURVEY PERIOD: ______ %

ANALYSIS OF RESULTS: 

Observed Service Provider Performance Measurement Rate: ______%

Service Provider’s Performance (Check):  Meets Standards

 Does Not Meet Standards

Narrative of Performance During Survey Period:

PREPARED BY: ___________________________________ DATE: _________________
Labor Category Rate Est. Hours Total Rate Est. Hours Total Rate Est. Hours Total

Partner $ 1,530.00 823 $ 1,259,190.00 $ 1,530.00 735 $ 1,124,550.00 $ 1,530.00 579 $ 886,185.93

Counsel $ 1,206.00 522 $ 629,532.00 $ 1,206.00 700 $ 844,200.00 $ 1,206.00 290 $ 349,261.51

Associates $ 913.50 689 $ 629,401.50 $ 913.50 835 $ 762,772.50 $ 913.50 290 $ 264,552.56

Paralegals $ 445.00 0 $ - $ 445.00 0 $ - $ 445.00 0 $ -

Est. Period Total 2034 $ 2,518,123.50 $ 2,731,522.50 1158 $ 1,500,000.00

Period Ceiling $ 2,518,400.00 $ 2,731,600.00 $ 1,500,000.00

Total Ceiling $ 5,250,000.00

Base Period - CLIN 0001 Base Period - CLIN 0002 (Optional Ancillary Optional 6 month extension 

Support)

Attachment 2

Contract 2032H323C00033