SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 11. REQUISITION NUMBER r AG~ 

OF 

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 2 0 PR-TDP-033 6 I 19 

2. CONTRACT NO. I3.AWARO/ r ORDER NUMBER 

r 

SOLICITATION NUMBER 1~-SOLICITATION 

EFFECTIVE DATE ISSUE DATE 

2032H320P00032 

7. FOR SOLICITATION 

• la.NAME I b, TELEPHONE NUMBER (No collect calls) 18. OFFER DUE DATE/lOCAL TIME 

INFORMATION CALL: STEVEN C . GOR DON 

9. ISSUEDBY CODE I1 - IRS NON-IT 10. THIS ACQUISITION IS 00 UNRESTRICTED OR • SET ASIDE: %FOR: 

I RS non-IT (OT PS) D SMALL BUSINESS WOMEN•OWNEO SMALL BUSINESS 

0 (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED 

Internal R evenue Service 0 HUBZONE SMALL SMAI I RIJSINF~c;; PRO~RAM 

NAICS:541110 

Procureme nt BUSINESS • EDWOSB 

OS : OCP O :BSA, Stop C7-430 0 SERVICE-DISABLED D 8(A) $12 . 0 VETERAN-OWNED SIZE STANDARD: 

5000 E llin Road SMALL BUSINESS 

L a nham MD 20706 

11. DELIVERY FOR FOB DESTINA· 12. DISCOUNT TERMS 13b. RATING 

TION UNLESS BLOCK IS D 1Ja. THIS CONTRACT IS A 

MARKED RATED ORDER UNDER 14. METHOD OF SOLICITATION 0 SEE SCHEDULE DPAS (15 CFR 700) • RFQ • IFB • RFP 

15. DELIVER TO CODE ITDP 16. ADMINISTERED BY CODE I1 - I RS NON- IT (01 

T D P IRS non-IT (OTPS ) 

us DEPARTME NT OF THE T R EASURY I nternal Revenue S erv i ce 

OFFICE OF BUDGET AND T RAVEL, ATTN : l P rocur ement 

1500 PENNSYLVANIA AVE., NW OS: OCPO :BSA, Stop C7 -430 

WASHINGTON DC 20220 5000 E llin Road 

L a nha m MD 20706 

17a. CONTRACTOR/ CODE 0 6 49 32551 I FACILITY! 18a. PAYMENT WILL BE MADE BY CODE jARC/ A SD/IPP OFFEROR CODE 

DAVI S POLK & WARDWE LL LLP ARC/ASD /IP P 

A ttn: R a n d all Guynn S u bmit invoices via t he 

450 L EXINGTON AVE Invoi ce Processing Platform 

NEW YORK NY 1001 7-3911 at www. ipp . g ov 

I n quiries call 3 0 4-480 - 8000 # 7 

TELEPHONE NO. 212 4 50 4239 

0 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 O sEE ADDENDUM 

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

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

Legal Advisory S e rvices for Sectio n 40 03 of t h e 

CARES Act . 

Accounti ng Info: 

TD00101 DB2020XX-2020- 61000001 - 2 5 1001- TDOS 101000000 

-TDOSDEL00 4-XXXXXXXXXXXX-TD0 0111-T DOXCOV19-XXXX-XX 

xxxxxxxxxx-xxxxxxxxxxxx-xxxxxxxxx-xxxxxxxxx 

0001 L egal Advisory Services will b e used to consult 650, 00 0. 00 

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

25. ACCOUNTING AND APPROPRIATION DATA 126. TOTAL AWARD AMOUNT (For Govt. Use Only) 

S e e s c hedule $650 , 000 . 00 

0 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA 

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

• ARE 

IE ARE 

0 ARE NOT ATTACHED. 

0 ARE NOT ATTACHED. 

IKJ2s. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER 

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED. 

0 29. AWARD OF CONTRACT: ___ _____ ___ OFFER 

DATED _ _ _____ . YOUR OFFER ON SOLICITATION (BLOCK 5), 

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH 

HEREIN. IS ACCEPTED AS TO ITEMS: 

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

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

) 7,,cil-A s T EvEN c . GoRooN 

STANDARD FORM 1449 (REV. 2/2012) 

Prescribed by GSA . FAR (48 CFR) 53.212 
2 of 19 

19. 20. "· 22. 23. 24. 

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

in the financial status in order to help provide 

economic stability due to the corona virus 

The total amount of award: $650,000.00. The 

obligation for this award is shown in box 26. 

32a. QUANTITY IN COLUMN 21 HAS BEEN 

0 RECEIVED D INSPECTED 0 ACCEPTED AND CONFORMS TO THE CONTRACT EXCEPT AS NOTED 

32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 132c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE 

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE 

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE 

33. SH1P NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED 36. PAYMENT 37. CHECK NUMBER 

CORRECT FOR 

D COMPLETE 0 PARTIAL 0 FINAL 

0 PARTIAL D FINAL 

38. SIR ACCOUNT NUMBER 39. SIR VOUCHER NUMBER 40. PAID BY 

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print) 

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

42b. RECEIVED AT (Location) 

42c. DATE REC'D (YYIMMIDD) 142d. TOTAL CONTAINERS 

STANDARD FORM 1449 (REV. 2/2012) BACK 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

SECTION B - CONTINUATION OF SF 1449 BLOCKS 

B.1 Contract Administration Data 

(continuation from Standard Form 1449, block 18A.) 

2032H320P00032 

Legal Advisory Services 

Page 3 ofl9 

1. Contract Administration: All contract administration matters will be handled by the 

following individuals: 

a. CONTRACTOR: 

b. GOVERNMENT: 

B.2 Type Of Contract 

Point of Contact (POC): 

RANDALL D. GUYNN 

Davis Polk & Wardwell LLP 

450 Lexington Avenue 

NewYork,NY 10017 

Phone: (212) 450-4239 

Email: randall.guynn@davispolk.com 

Contracting Officer (CO): 

STEVEN C. GORDON 

Department of the Treasury 

IRS, Procurement 

5000 Ellin Road 

Lanham, MD 20706 

Phone: (240) 613-9766 

Email Address: Steven.C.Gordon@irs.gov 

(a) This is a FIRM FIXED PRICE LEVEL OF EFFORT (FFP LOE) type contract. 

(b) The total fixed price of this contract is $650,000.00, including disbursements. The 

contractor shall invoice electronically via the Invoice Processing Platform (!PP). Visit 

www.IPP.gov for assistance. 

( c) The contractor shall provide a minimum level of effort of 600 attorney hours during the period of 

performance set forth in B.3. Contractor shall furnish all labor, equipment, materials, and 

any non-local travel to perform the effort required in accordance with all terms and 

conditions, provisions and the Statement of Objectives and Schedule. 

B.3 PERIOD OF PERFORMANCE 

The period of performance shall be from May 1, 2020 through JUNE 12, 2020. 

B.4 PRICE/COSTS SCHEDULE 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

CLIN DESCRIPTION 

0001 Legal Advisory Services 

QTY UNIT 

I LOT 

2032H320P00032 

Legal Advisory Services 

Page 4 of 19 

TOTAL 

PRICE 

$650,000.00 

TOT AL for 6 WEEK PERIOD: $650,000.00 NTE 

B.5 LIMITATION OF COST 

Nothing in this Contract shall obligate the Contractor to take any action which would cause the 

amount for which the Government would be obligated hereunder to exceed the firm fixed price 

of this Contract and the Government shall not be obligated to pay the Contractor on account of 

any work performed hereunder any amount in excess of such sum. 

B.6 CORE TEAM 

The following Contractor personnel are designated as the Core Team with full authority to act 

for the Contractor in the performance of the required services. 

Randal 1 Guynn, Partner 

John Banes, Partner 

Jim Florack, Partner 

Additionally, the Contractor may provide an estimated three (3) to six (6) Associates as part of 

the Core Team to support the performance of the required services. In the event that one or more 

of the Core Team are not available, or become unavailable, the Contractor shall furnish substitute 

personnel of equal or superior relevant skills. 

SECTION C - CONTRACT CLAUSES 

C.l FAR 52.252-2 - Clauses Incorporated by Reference (Feb 1998) 

This solicitation and any resultant contract incorporate the following 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 may be accessed electronically at this 

Internet address: https://www.acquisition.gov/content/regulations 

(End of clause) 

The following clauses are incorporated by reference: 

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES 

Number 

52.204-4 

Title 

PRINTED OR COPIED DOUBLE-SIDED ON 

RECYCLED PAPER 

Date 

MAY2011 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

52.204-9 

52.204-12 

52.204-13 

52.204-18 

52.204-25 

52.224-1 

52.224-2 

52.224-3 

PERSONAL IDENTITY VERIFICATION OF 

CONTRACTOR PERSONNEL 

UNIQUE ENTITY IDENTIFIER MAINTENANCE 

SYSTEM FOR A WARD MANAGEMENT 

MAINTENANCE 

COMMERCIAL AND GOVERNMENT ENTITY CODE 

MAINTENANCE 

PROHIBITION ON CONTRACTING FOR CERTAIN 

TELECOMMUNICATIONS AND VIDEO 

SURVEILLANCE SERVICES OR EQUIPMENT 

PRIVACY ACT NOTIFICATION 

PRIVACY ACT 

PRIVACY TRAINING 

2032H320P00032 

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JAN2011 

OCT 2016 

OCT 2018 

JUL 2016 

AUG2019 

APR 1984 

APR 1984 

JAN 2017 

ADDENDUM to FAR 52.212-4 - CONTRACT TERMS AND CONDITIONSCOMMERCIAL ITEMS (OCT 2018) 

The following provisions are incorporated into FAR 52.212-4 as an addendum to this contract: 

C.2 FAR 52.217-8 - 0ption to Extend Services (Nov 1999) 

The Government may require, with the agreement of the Contractor, continued performance of 

any services within the limits and at the rates specified in the contract. The option provision may 

be exercised more than once, but the total extension of performance hereunder shall not exceed 6 

months. If Contractor agrees, the Contracting Officer may exercise the option by written notice 

to the Contractor within 10 days of contract expiration. 

(End of clause) 

C.3 Contracting Officer (CO) 

(a) The CO is STEVEN C. GORDON, Steven.C.Gordon@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. 
Departmenf of the Treasury 

Office of General Counsel (Banking & Finance) 

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

2032H320P00032 

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C.4 DTAR 1052.201-70 Contracting Officer's Representative (COR) Appointment and 

Authority (Apr 2015) 

(a) The COR is THOMAS FUNKHOUSER, Thomas.Funkhouser@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: 

(I) 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. 

(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 

workday. 

(f) Failure of the Contractor and the Contracting Officer to agree that technical direction is 

within the scope of the contract shall be subject to the terms of the clause entitled "Disputes." 

(End of clause) 

C.5 DTAR 1052.210-70 - Contractor Publicity (Apr 2015) 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

2032H320P00032 

Legal Advisory Services 

Page 7 of 19 

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) 

C.6 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) 

C.7 Accessibility of Electronic and Information Technology 

IR1052.239-9000 Section 508 Information, Documentation and Support (Dec 2019) 

In accordance with 36 CPR, Appendix C to Part 1194, the information and communication 

technology (ICT) products and product support services documentation furnished in 

performance of this contract shall be provided at no additional cost. The contractor shall provide 

information, documentation, and support relative to the supplies and services as described in the 

statement of work, performance work statement or statement of objectives (select one). The 

following technical standards and provisions have been determined to be applicable to this 

contract: 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

_X_ Chapter 6: Support Documentation and Services 

X 601 General 

X 601.1 

_X_ 602 Support Documentation 

X 602.1 X 602.2 X 602.3 X 602.4 

_ X_ 603 Support Services 

X 603.1 X 603.2 X 603.3 

(End of clause) 

IR1052.239.9002 Section 508 Services (Dec 2019) 

2032H320P00032 

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All contracts, solicitations, purchase orders, delivery orders and interagency agreements that 

contain a requirement of services which will result in the delivery of a new or updated 

information and communication technology (ICT) item/product must conform to the applicable 

provisions of the appropriate technical standards in 36 CFR, Appendix C to Part 1194, and 

functional performance criteria in 36 CFR Chapter 3, unless an agency exception to this 

requirement exists at E202 General Exceptions. 

The following technical standards and provisions have been determined to be applicable to this 

contract: 

X Chapter 7: Referenced Standards 

X 701 General 

X 701.1 

_ X_ 702 Incorporation by Reference 

X 702. l 702.2 702.3 

702.8 702.9 X 702.10 

702.4 702.5 702.6 702.7 

The standards do not require the installation of specific accessibility-related software or the 

attachment of an assistive technology device, but merely require that the JCT be compatible with 

such software and devices so that it can be made accessible if so required by the agency in the 

future. 

The following functional performance criteria (36 CFR Chapter 3) apply to this contract. 

X Chapter 3: Functional Performance Criteria 

X 301 General 

X 301.1 

X 302 Functional Performance Criteria 

X 302.1 X 302.2 X 302.3 X 302.4 X 302.5 X 302.6 X 

302.7 X 302.8 X 302.9 

(End of clause) 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

2032H320P00032 

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Page 9 of 19 

IR1052.239-9003 Section 508 Accessibility oflnformation and Communication Technology 

(100% Compliance) (Dec 2019) 

Each information and communication technology (ICT) product or service furnished under this 

contract shall comply with the Information and Communication Technology Accessibility 

Standards (36 CFR, Appendix C to Part 1194). If the Contracting Officer determines any 

furnished products or services are not in compliance with the contract, the Contracting Officer 

will apply the remedies described under FAR 52.246-2, Inspection of Supplies - Fixed Price or 

FAR 52.246-4, Inspection of Services - Fixed Price. 

The following technical standards and provisions have been determined to be applicable to this 

contract: 

_X_ Chapter 7: Referenced Standards 

X 70 I General 

X 701.1 

_X_ 702 Incorporation by Reference 

X 702. I 702.2 702.3 

702.8 702.9 _X_ 702.10 

702.4 702.5 702.6 702.7 

The standards do not require the installation of specific accessibility-related software or the 

attachment of an assistive technology device, but merely require that the ICT be compatible with 

such software and devices so that it can be made accessible if so required by the agency in the 

future. 

The following functional performance criteria (36 CFR Chapter 3) apply to this contract. 

X Chapter 3: Functional Performance Criteria 

X 301 General 

X 301.1 

X 302 Functional Performance Criteria 

_X_ 302.1 _X_ 302.2 _X_ 302.3 X 302.4 _X_ 302.5 X 302.6 X 

302.7 _X_ 302.8 X 302.9 

(End of clause) 

C.8 FAR 52.212-5 - Contract Terms and Conditions Required to Implement Statutes or 

Executive Orders- Commercial Items (Jan 2020) 

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) 

clauses, which are incorporated in this contract by reference, to implement provisions of law or 

Executive orders applicable to acquisitions of commercial items: 

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or 

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

2032H320P00032 

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Page 10 ofl9 

Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in 

subsequent appropriations acts (and as extended in continuing resolutions)). 

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or 

Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-

91). 

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video 

Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(l)(A) of Pub. L. 115-232). 

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015). 

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553). 

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 

108-78 (19 U.S.C. 3805 note)). 

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting 

Officer has indicated as being incorporated in this contract by reference to implement provisions 

of law or Executive orders applicable to acquisitions of commercial items: 

[Contracting Officer check as appropriate.] 

_ (I) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with 

Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402). 

_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 

3509)). 

_ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment 

Act of2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the 

American Recovery and Reinvestment Act of2009.) 

_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 

2018) (Pub. L. 109-282) (31 U.S.C. 6101 note). 

_ ( 5) [Reserved]. 

_ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, 

section 743 of Div. C). 

_ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts 

(Oct2016) (Pub. L. 111-117, section 743 of Div. C). 

_ (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors 

Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 610 I note). 

X (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters 

(Oct2018) (41 U.S.C. 2313). 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

_ (I 0)[Reserved]. 

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_ (I l)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 

U.S.C. 657a). 

_ (ii) Alternate I (Nov 2011) of 52.219-3. 

_ (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business 

Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) 

(15 U.S.C. 657a). 

_ (ii) Alternate I (Jan 2011) of 52.219-4. 

_ (13)[Reserved] 

_ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644). 

_ (ii) Alternate I (Nov 2011). 

_ (iii) Alternate II (Nov 201 !). 

_ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644). 

_ (ii) Alternate I (Oct 1995) of52.219-7. 

_ (iii) Alternate II (Mar 2004) of 52.219-7. 

_ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and 

(3)). 

_ (17)(i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637(d)(4)) 

_ (ii) Alternate I (Nov 20 I 6) of 52.219-9. 

_ (iii) Alternate II (Nov 2016) of52.219-9. 

_ (iv) Alternate III (Nov 2016) of 52.219-9. 

_ (v) Alternate IV (Aug 2018) of 52.219-9 

_ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)). 

_ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(l4)). 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

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_ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 

637(d)( 4)(F)(i)). 

(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct 

2019) (15 U.S.C. 657f). 

(22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 

632(a)(2)). 

_ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically 

Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)). 

(24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small 

Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 

U.S.C. 637(m)). 

X (25) 52.222-3, Convict Labor (June 2003) (E.O.11755). 

X (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2020) 

(E.O.13126). 

_ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). 

_ (28)(i) 52.222-26, Equal Opportunity (Sept 2016) (E.O.11246). 

_ (ii) Alternate I (Feb 1999) of 52.222-26. 

Notice: The following terms of the above clause are waived for this contract: subparagraph 

(c)(2), (c)(3), (c)(4), (c)(S)(ii), (c)(6), (c)(8), and the phrase "on-site compliance evaluations 

and" in (c)(9). 

_ (29)(i) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212). 

_ (ii) Alternate I (July 2014) of 52.222-35. 

Notice: The following terms of the above clause are waived for this contract: in subparagraph 

(b), the phrase "and requires affirmative action by the Contractor to employ and advance in 

employment qualified protected veterans"; additionally, in subparagraph (b), the phrase 

"requirements of the equal opportunity clause at 41 CFR 60-300.S(a)" shall be interpreted to 

exclude in full paragraphs 2-7, 9-10, and 12 of 41 CFR 60-300.S(a), and the phrase "take 

affirmative action to employ, advance in employment and otherwise" from paragraph 1 of 41 

CFR 60-300.S(a). 

_ (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 

793). 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

_ (ii) Alternate I (July 2014) of 52.222-36. 

2032H320P00032 

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Page 13 of 19 

Notice: The following terms of the above clause are waived for this contract: in subparagraph 

(a), the phrase "and requires affirmative action by the Contractor to employ and advance in 

employment qualified individuals with disabilities"; additionally, in subparagraph (a), the 

phrase "requirements of the equal opportunity clause at 41 CFR 60-741.S(a)" shall be 

interpreted to exclude in full paragraphs 4-5 and 7 of 41 CFR 60-741.S(a), and the phrase 

"take affirmative action to employ and advance in employment individuals with disabilities, 

andto"fromparagraph 1 o/41 CFR 60-741.S(a). 

_ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212). 

_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act 

(Dec 2010) (E.O. 13496). 

X (33)(i) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and 

E.O. 13627). 

_ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. I 3627). 

_ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). 

(Not applicable to the acquisition of commercially available off-the-shelf items or certain other 

types of commercial items as prescribed in 22.1803.) 

_ (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated 

Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of 

commercially available off-the-shelf items.) 

_ (ii) Alternate I (May 2008) of 52.223-9 ( 42 U.S.C. 6962(i)(2)(C)). (Not applicable to the 

acquisition of commercially available off-the-shelf items.) 

_ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential 

Hydrofluorocarbons (Jun 2016) (E.O. 13693). 

_ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and 

Air Conditioners (Jun 2016) (E.O. 13693). 

_ (38)(i) 52.223-13, Acquisition ofEPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 

13423 and 135 I 4). 

(ii) Alternate I (Oct 2015) of 52.223-13. 

_ (39)(i) 52.223-14, Acquisition ofEPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 

and 13514). 

_ (ii) Alternate I (Jun 2014) of 52.223-14. 
Department of the Treasury 

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_ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 

8259b). 

_ ( 41 )(i) 52.223-16, Acquisition of EPEA T®-Registered Personal Computer Products (Oct 

2015) (E.O.s 13423 and 13514). 

_ (ii) Alternate I (Jun 2014) of52.223-16. 

X ( 42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 

2011) (E.O. 13513). 

_ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693). 

_ (44) 52.223-21, Foams (Jun 2016) (E.O. 13693). 

_ (45)(i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a). 

_ (ii) Alternate I (Jan 2017) of52.224-3. 

_ (46) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83). 

_ (47)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014) (41 

U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 

4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, I 10-

138, 112-41, 112-42, and 112-43. 

_ (ii) Alternate I (May 2014) of 52.225-3. 

_ (iii) Alternate II (May 2014) of52.225-3. 

_ (iv) Alternate III (May 2014) of 52.225-3. 

_ (48) 52.225-5, Trade Agreements (Oct 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note). 

X (49) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.'s, proclamations, 

and statutes administered by the Office of Foreign Assets Control of the Department of the 

Treasury). 

_ (50) 52.225-26, Contractors Performing Private Security Functions Outside the United States 

(Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 

2008; 10 U.S.C. 2302 Note). 

_ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 

5150). 
Department of the Treasury 

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_ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 

2007) (42 U.S.C. 5150). 

_ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 

U.S.C. 4505, 10 U.S.C. 2307(f)). 

_ (54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) ( 41 U.S.C. 4505, 10 

U.S.C. 2307(f)). 

X (55) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct 

2018) (31 u.s.c. 3332). 

_ (56) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award 

Management (Jul 2013) (31 U.S.C. 3332). 

_ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332). 

_ (58) 52.239-1, Privacy or Security Safeguards (Aug I 996) (5 U.S.C. 552a). 

_ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(l3)). 

_ (60)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) 

(46 U.S.C. Appx. 124l(b) and 10 U.S.C. 2631). 

_ (ii) Alternate I (Apr 2003) of 52.247-64. 

_ (iii) Alternate II (Feb 2006) of 52.247-64. 

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to 

commercial services, that the Contracting Officer has indicated as being incorporated in this 

contract by reference to implement provisions of law or Executive orders applicable to 

acquisitions of commercial items: 

_ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014 )(E.O. 13495). 

_ (2) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67). 

_ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 

and 41 U.S.C. chapter 67). 

_ ( 4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price 

Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C. 206 and 41 U.S.C. 

chapter 67). 

_ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price 

Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67). 
Department of the Treasury 

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_ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to 

Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 

2014) (41 U.S.C. chapter 67). 

_ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to 

Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67). 

_ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015). 

_ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706). 

_ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 

u.s.c. 1792). 

(d) Comptroller General Examination of Record. The Contractor shall comply with the 

provisions of this paragraph ( d) if this contract was awarded using other than sealed bid, is in 

excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit 

and Records-Negotiation. 

(1) The Comptroller General of the United States, or an authorized representative of the 

Comptroller General, shall have access to and right to examine any of the Contractor's directly 

pertinent records involving transactions related to this contract. 

(2) The Contractor shall make available at its offices at all reasonable times the records, 

materials, and other evidence for examination, audit, or reproduction, until 3 years after final 

payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor 

Records Retention, of the other clauses of this contract. If this contract is completely or partially 

terminated, the records relating to the work terminated shall be made available for 3 years after 

any resulting final termination settlement. Records relating to appeals under the disputes clause 

or to litigation or the settlement of claims arising under or relating to this contract shall be made 

available until such appeals, litigation, or claims are finally resolved. 

(3) As used in this clause, records include books, documents, accounting procedures and 

practices, and other data, regardless of type and regardless of form. This does not require the 

Contractor to create or maintain any record that the Contractor does not maintain in the ordinary 

course of business or pursuant to a provision of law. 

(e)(l) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this 

clause, the Contractor is not required to flow down any FAR clause, other than those in this 

paragraph (e)(l) in a subcontract for commercial items. Unless otherwise indicated below, the 

extent of the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509). 

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or 

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

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Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in 

subsequent appropriations acts (and as extended in continuing resolutions)). 

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or 

Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-

91). 

(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video 

Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(l)(A) of Pub. L. 115-232). 

(v) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)), 

in all subcontracts that offer further subcontracting opportunities. If the subcontract ( except 

subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any 

public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer 

subcontracting opportunities. 

(vi) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down 

required in accordance with paragraph (!) of FAR clause 52.222-17. 

(vii) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). 

(viii) 52.222-26, Equal Opportunity (Sept 2015) (E.O.11246). 

Notice: The following terms of the above clause are waived for this contract: subparagraph 

(c)(2), (c)(3), (c)(4), (c)(S)(ii), (c)(6), (c)(8), and the phrase "on-site compliance evaluations 

and" in (c)(9). 

(ix) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212). 

Notice: The following terms of the above clause are waived for this contract: in subparagraph 

(b), the phrase "and requires affirmative action by the Contractor to employ and advance in 

employment qualified protected veterans"; additionally, in subparagraph (b), the phrase 

"requirements of the equal opportunity clause at 41 CFR 60-300.S(a)" shall be interpreted to 

exclude in full paragraphs 2-7, 9-10, and 12 of 41 CFR 60-300.S(a), and the phrase "take 

affirmative action to employ, advance in employment and otherwise" from paragraph 1 of 41 

CFR 60-300.S(a). 

(x) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793). 

Notice: The following terms of the above clause are waived for this contract: in subparagraph 

(a), the phrase "and requires affirmative action by the Contractor to employ and advance in 

employment qualified individuals with disabilities"; additionally, in subparagraph (a), the 

phrase "requirements of the equal opportunity clause at 41 CFR 60-741.S(a)" shall be 

interpreted to exclude in full paragraphs 4-5 and 7 of 41 CFR 60-741.S(a), and the phrase 

"take affirmative action to employ and advance in employment individuals with disabilities, 

and to" from paragraph 1 of 41 CFR 60-741.S(a). 
Department of the Treasury 

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(xi) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212) 

(xii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 

2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 

52.222-40. 

(xiii) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67). 

(xiv) (A) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and 

E.O 13627). 

(B) Alternate I (Mar 2015) of 52.222-50(22 U.S.C. chapter 78 and E.O 13627). 

(xv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to 

Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 

2014) (41 U.S.C. chapter 67). 

(xvi) 52.222-53, Exemption from Application of the Service Contract Labor Standards to 

Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67). 

(xvii) 52.222-54, Employment Eligibility Verification (Oct 2015) (E.O. 12989). 

(xviii) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015). 

(xix) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706). 

(xx) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a). 

(B) Alternate I (Jan 2017) of 52.224-3. 

(xxi) 52.225-26, Contractors Performing Private Security Functions Outside the United States 

(Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 

2008; 10 U.S.C. 2302 Note). 

(xxii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (May 2014) (42 

U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6. 

(xxiii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 

U.S.C. Appx.124l(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph 

(d) of FAR clause 52.247-64. 

(2) While not required, the Contractor may include in its subcontracts for commercial items a 

minimal number of additional clauses necessary to satisfy its contractual obligations. 

(End of clause) 
Department of the Treasury 

Office of General Counsel (Banking & Finance) 

SECTION D - CONTRACT ATTACHMENTS 

Attachment No. I - Statement of Objectives 

Attachment No. 2 - Supplemental Agreement 

2032H320P00032 

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Page 19 of19 
Department of Treasury 

2032H320P00032 

Attachment I 

Page I of3 

Office of General Counsel (Banking & Finance) 

Legal Advisory Services 

Statement of Objectives (S00) 
C.1 BACKGROUND 

2032H320P00032 

Attachment I 

Page 2 of3 

The spread of the corona virus has disrupted activity throughout the United States and caused 

significant volatility in financial markets. In furtherance of its mission to ensure the safety and 

soundness of the U.S. financial system, the Treasury is considering the immediate 

implementation of a new federal financial assistance program for air carriers to respond to the 

economic risks. 

This action is authorized pursuant to the President's declaration regarding a national emergency 

concerning the novel coronavirus disease (COVID-19) under section 50l(b) of the Robert T. 

Stafford Disaster Relief and Emergency Assistance Act, 42 U.S.C. 5121-5207 (the "Stafford 

Act"). As a result of this emergency declaration, the flexibilities identified in FAR 18.202, 

"Defense or recovery from certain events," are available for use in supporting response efforts to 

COVID-19. These flexibilities include increases to the micro-purchase threshold, the simplified 

acquisition threshold, and the threshold for using simplified procedures for certain commercial 

items 

C.2 SCOPE OF WORK 

Treasury seeks a contractor to provide legal expertise and advice in structuring and documenting 

transactions for loans and loan guarantees under section 4003 of the CARES Act. In particular, 

these services would pertain to transactions with (1) businesses critical to maintaining national 

security and (2) ticket agents (as defined in 49 USC 40102). Transactions may involve a 

portfolio of assets that Treasury will acquire, invest in, or guarantee. Such assets may include 

secured or unsecured debt obligations, asset-backed securities, equity interests, or warrants, 

among others. Treasury seeks advice regarding the form, structure, and terms and conditions to 

be included in the transaction documentation. All such documentation must comply with 

applicable laws and regulations, including applicable Treasury regulations, and best practices. 

The contractor may be tasked with providing expert advice and guidance with respect to loans, 

equity investments, and other direct or indirect investments; developing legal documentation 

with respect to loans, equity investments, and other direct or indirect investments; negotiating 

relevant transactions; and performing related legal services within the general contract scope. 

Treasury's policy goals for the program are to (1) provide stability and prevent further disruption 

to the financial markets and financial system, (2) ensure the availability of credit and liquidity, 

and (3) protect the interests of taxpayers. The specific strategies may change over time but will 

be consistent with these policy goals. To the extent practicable, the program will be managed to 

limit the potential for losses. 

Treasury may publicly publish the transaction documentation before or after consummation of 

the transactions. 

Specific services may include, but not be limited to: 
2032H320P00032 

Attachment I 

Page3 of3 

• Advising on transaction structuring, including for various types of financial interests and 

guarantees, and drafting transaction documents. 

• Advising on compliance requirements for the program, including internal controls. 

• Developing documentation. Preparing drafts of all transaction documentation. 

• Responding to comments on the draft transaction documentation, including from 

Treasury, counterparties, other federal agencies, or members of the public. 

• Helping identify conflicts of interest and providing advice on transparency, conflict 

mitigation, and disclosure. 

• Assisting with the preparation of reports to oversight bodies. 

• Providing other related legal advisory services identified by Treasury. 

• Providing for all necessary information technology to support the services above. 

Services must begin immediately upon selection and contract execution. 

The contractor shall not perform any inherently governmental functions (e.g., approving or 

making decisions) associated with the requirement. In all activities where the Contractor may 

represent its government customer positions, the contractor shall make it clear that he or she is 

not a government employee. 

C.3 GENERAL 

On-site services in Washington, D.C. may be required. The government may require the 

contractor to conduct local travel supporting meetings within the DCN NMD area. Such travel 

is considered local and will not be separately reimbursed under the contract. 

Circumstances may require the Contractor to provide services outside normal duty hours. 

The firm will be required to complete deliverables in the form of written reports, program 

documents, options papers, face-to-face presentations, verbal recommendations, and 

implementation of approved recommendations, as directed by Treasury. 

The firm will be required to provide transition services at the conclusion of the performance 

period and cooperate in good faith with Treasury to ensure an orderly transfer of knowledge, 

functions, records, and data to any successor. 
SUPPLEMENTAL AGREEMENT 

2032J-1320P00032 

Attachment 2 

Page I of3 

This supplemental agreement ("Supplemental Agreement") supplements and is part and parcel of 

that certain Firm Fixed-Price Level of Effort (FFP LOE) Type contract for legal advisory 

services dated May I, 2020 (the "Contract") between the United States of America and Davis 

Polk & Wardwell LLP and its associated entities (the "Contractor"), with the United States 

Department of the Treasury as the Contractor's client (the "Client"). The parties acknowledge 

that the Contract, including this Supplemental Agreement, is a contract for the acquisition of 

commercial items within the meaning of the definition at Federal Acquisition Regulation 2.10 I. 

In particular, they are "services of a type offered and sold competitively in substantial quantities 

in the commercial marketplace." This Supplemental Agreement provides the terms and 

conditions under which the Contractor customarily provides legal services of this nature in the 

commercial marketplace. 

Scope of Legal Services 

The Contractor will act as special counsel to the Client in connection with the matters set forth in 

the Contract, which for the avoidance of doubt will consist of legal services related to the portion 

of the Client's financial assistance program authorized by Section 4003(b)(l) (ticket agents) and 

(3) of the Coronavirus Economic Stabilization Act of 2020. 

The parties agree that the Contractor is not providing information and communication 

technology (!CT) items. The requirements related to Section 508 of the Rehabilitation Act and 

implementing regulations, including Department of Treasury regulations and the Internal 

Revenue Service Acquisition Policy are limited to providing all reports in one or more of the 

following approved formats: Adobe, Word, Excel, and PowerPoint. 

Identification of the Client 

The Contractor has been engaged to undertake the representation of the Client and only the 

Client. The Contractor has not been retained to represent, and does not have an attorney-client 

relationship with: (i) any officer, director, employee or agent of the Client; (ii) the Internal 

Revenue Service, the Financial Crimes Enforcement Network, the Office of Foreign Assets 

Control or the Office of the Comptroller of the Currency; (iii) any department, agency or 

subdivision of the United States of America other than the Client; or (iv) the United States of 

America. As a consequence and as provided below, the Contractor may, during the 

representation of the Client, continue or take on representations of other clients which are 

adverse to any such individuals or entities (the "Client Affiliates"). 

Fee and Billing Matters 

The Contractor's fees for legal services for this engagement will be a fixed fee of $650,000 for 

the level of effort described in section B.2 of the Contract. 

#93154700v6.I 
Conflicts and Consents 

2032H320P00032 

Attachment 2 

Page 2 of3 

The Contractor is not aware of any other representations by the Contractor that preclude the 

Contractor from undertaking this engagement or adversely affect the Contractor's ability to 

complete it. The Client is not aware of any information to the contrary. 

The Contractor also represents and in the future will represent a large number of other clients in 

a wide variety of legal matters. Some such clients may have interests that are contrary to the 

Client's interests. It is possible that, during the time the Contractor is working for the Client, an 

existing or future client may seek to engage the Contractor in connection with an actual or 

potential transaction or pending or potential litigation or other dispute resolution proceeding in 

which such client's interests are or potentially may become adverse to the Client's interests. 

The Client agrees that, in matters that are not substantially related to those in which the 

Contractor has been or may in the future be engaged by the Client, that is, in circumstances in 

which any of the Client's confidential data or information, as normally would have been 

obtained by the Contractor in its representation of the Client, would not be material to any matter 

adverse to the Client that the Contractor might accept from another client, the Contractor may 

represent current or future clients in general or on specific matters where the interests of the 

parties are different from, inconsistent with, or adverse to, the Client's interests, including, 

without limitation, in negotiations, acquisitions, dispositions and other transactions, litigation, 

alternative dispute resolution and administrative proceedings, and other legal matters ("Adverse 

Representations"). The Client consents to, and waives any objection with respect to, such 

Adverse Representations, and agrees that it will not assert that the Contractor's representation of 

the Client in this or any other matter or the Contractor's possession of confidential information 

obtained from the Client, provides a basis for disqualifying the Contractor from representing 

another party in an Adverse Representation or otherwise constitutes a breach of any obligation or 

duty that the Contractor may owe to the Client. 

In addition, recognizing that the Contractor also represents other clients who are expected to be 

eligible to obtain loans, equity investments or other forms of financing or support available under 

the program as described in Attachment No. I hereto (the "Program" and any such financing or 

support, "Program Financing"), the Client agrees that the Contractor may advise other clients in 

connection with the terms and conditions, compliance requirements and other aspects of 

applying for and securing Program Financing only with the Client's further express consent and 

may not act for any other client in negotiations where the Contractor is representing the Client; 

provided, however, that (I) any attorney who has advised the Client in connection with a specific 

facility or other distinct component of the Program will not advise another client in connection 

with obtaining Program Financing under the same facility or component of the Program and (2) 

the Contractor implements customary internal restrictions and other procedures reasonably 

designed to prevent the sharing or use of confidential data or information obtained by the 

#93154700vG.l 
2032H320P00032 

Attachment 2 

Page 3 of3 

Contractor in its representation of the Client with attorneys or other individuals engaged in 

advising another client in connection with any Program Financing as permitted by this sentence. 

Similarly, with respect to this matter, the Client consents to the Contractor's representation 

despite the fact that one or more counterparties or other adverse parties in this matter are or may 

become clients of the Contractor on matters that are not substantially related to the Contractor's 

work for the Client. The Contractor confirms that the Contractor will not disclose or use any 

confidential information that the Contractor has obtained from the Client without its prior 

consent and will not otherwise use or disclose any such confidential information in connection 

with any Adverse Representation. 

This consent is intended solely to address restrictions that might otherwise be imposed on the 

Contractor by applicable rules of professional conduct. It does not waive any requirements 

established by the Federal Acquisition Regulation, including those set forth in FAR Subpart 

9.5. If the Contractor becomes aware of facts that may indicate the existence ofan 

organizational conflict of interest as defined in FAR section 2.101, it shall immediately disclose 

those facts to the Contracting Officer. Any such disclosure shall be made in a manner consistent 

with the contractor's professional obligations to its other clients. 

This waiver is effective only if the Contractor concludes in the Contractor's professional 

judgment it is consistent with the requirements of the applicable Rules of Professional Conduct. 

In performing its analysis, the Contractor will also consider factors including (a) the nature of 

any conflict; (b) the Contractor's ability to ensure that the confidences and secrets of all involved 

clients will be preserved; and ( c) the Contractor's relationship with each client. In examining its 

ability to ensure that the confidences and secrets of all involved clients will be preserved, the 

Contractor will as appropriate establish an ethical screen or use different teams of lawyers for the 

Client and the party adverse to the Client in the transaction. 

Further, the Client agrees that the Contractor may continue or accept new representations, 

including negotiations, acquisitions, dispositions and other transactions, litigation, alternative 

dispute resolution and administrative proceedings, that are adverse to Client Affiliates as 

discussed above at the end of the section "Identification of the Client." 

In addition, the Contractor may consult at the Contractor's own expense with lawyers at the 

Contractor or elsewhere with respect to the Contractor's own ethical and professional obligations 

with respect to the Contractor's representation of the Client. The Client consents to such 

consultations, waives any conflict of interest relating thereto, and agrees that such consultations 

are protected by the Contractor's own attorney-client privilege. 

#93154700v6. I 
AMENDMENT OF SOLICITATIONIMODIFICAnON OF CONTRACT 1 CONTRACT ID CODE PAGE OF PAGES

2, PMENDMENTAiIOOIFICATION NO. I~ EFFECTIVE DATE 4, REQUISITION/PURCHASE REQ. NO. S. PROJECTiiNO. (If applicable) 1

P00001 106/12/2020

6. ISSUED BY CODE j,~zRS NON—IT (OTP ADMINISTERED BY (If othe, than Item 6) CODE

IRS non—IT (OTPS)

Internal Revenue Service

Procurement

OS:OcPO:BSA, Stop C7—430

5000 Ellin Road

Lanham MD 20706

8. NAME AND ADDRESS OF CONTRACTOR (NO.. S/reef. county S/ate andZtPCode) — ________________________________________________________________

DAVIS POLK & WARDWELL LU’

9A. AMENDMEN1’OF SOLICITATION NO.

Attn: Randall Guynn

450 LEXINGTON AVE

NEW YORK NY 10017—3911

0. OTHER (Spec$ type of modification and authority)

X FAR 52.2l2—4(c)

E. IMPORTANT: Contractor D’s not IE) is required to sign this document and return ______________________ copies to the issuing office

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by ucs section heading& including soticitahon/contract subject mailer where feasible)

This modification hereby’

1. Extends the period of performance by six weeks. 8.3. is replaced 0 read: “The period of

performance shall be from May 1, 2020 through July 24, 2020.”

2. Replaces “TOTAL for 6 WEEK PERIOD” in 8.4. table with “TOTAL”.

All other terms and conditions remain unchanged

STEVEN C. GORDON

150. DATE SIGNED I 16B. UNITED STATES OF AMERICA 160 DATE SIGNED

STANDARD FORM 30 (REV 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

SB, DATED (SEE ITEM It)

10k MODIFICATION OF CONTRACT/ORDER NO x 2032H320p00032

_________________________________________________________________ 108, DATED (SEE ITEM 13)

CODE 0 6 4932551 FACILI1’YCODE 05/01/2020

11. THIS ITEM ONLY APPUES TOAPA~NDMENTS OF SOLiCITATIONS

C The above numbered solicitation is amended as set fodh in Ilem 14. The hour and date specified br receipt of Offers is extended ‘snot extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specitied in the sotcitation or as amended by one 01 the following methods (a) By completing

Items 8 and 15. and returning _____________ copies of the amendment, 0) By acknowledging receipt of his amendment on each copy ot the offer submitted or (c) By

separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT

THE PLACE DESIGNATED FOR THE RECEtPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER If by

v’elue of this amendment you desire to change an offer already submilted such change may be made by telegram or letter provided each telegram or letter makes

reference to the solicitation and this amendment and is received wior to he opening hour and date specified,

12. ACCOUNTINGANDAPPROPRIATION DATAflf required)

See Schedule

13. THIS ITEM ONLY APPLIES TO MODIFtCAI1ON OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO (Specifyauthoaty) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

ORDER NO. IN ITEM 10k

B, THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office

appropnation date, eta) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF

NSN 7540.01.152.8070

Previous edition unusable

all terms and conditions of the document referenced in Item 9 A or bA, as heretofore changed, remains unchanged and in full force and effect.

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or pant)

(Signature at Con/reaMq Officer)
SOLICITATIONICONTRACTI0RDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

QFFERORTOCOMPLE7EBLOCKSI2,17,23,24530 21PRTDP—0169 1 17

2. CONTRACT NO. 3. AW.ARD/ ORDER NUMBER 5. SOLICITATION NUMBER B, SOLICITATION

2032H321C00010

06/29/2020

7. FOR SOUCITATION j a. NAME b, TELEPHONE NUMBER (No coiled cells) 8. OFFER DUE DATE&OCAJ. TIME

INFORMATiON CALL: P STEVEN GORDON

9. ISSUED BY CODE ji— IRS NON—IT II, THISACQUISITION IS ~J UNRESTRICTED OR U SETASIDE. % FOR,

WOMEN-OWNED SNMI BUSINESS IRS non—IT (OTPS) U SMALLOUSINESS Q (‘MOSS) ELIGIBLE UNDER THEWOMEN-OWNED

Internal Revenue Service UNUOZDNESMALL SMAll RIISINFSSPROGRAM NAICS

Procurement BUSINESS U EDWOSB

OS:OCPO:BSA:HQ, Stop C7—430 U~LED ~ SIZESTANDARD’

5000 Ellin Road SMALLOUSINESS

Lanham MD 20706

II. DELIVERY FOR FOB DESTINA- 2. DISCOUNTTERMS 13b. RATING

TION UNLESS BtOCK IS U ISa. THIS CONTRACT ISA

MARKED RATED ORDER UNDER 14. METHOD OF SOLICITATION

K) SEE SCHEDIAE DPAS (IS CFR 700) DRFG DIFB C RFP

15.DELIVERTO CODE IESF 16.ADMINISTEREDBY CODE

ESF

US DEPARTMENT OF THE TREASURY—DEPAR

FINANCIAL MANAGEMENT, ATT: MET SQUA

1500 PENNSYLVANIA AVE., NW

WASHINGTON DC 20220

Ila.CONTRACTORI CODE 0 6 4932551 FACIUTY lSa.PAYMENTWILLBEMADEBY CODE ~ARC/ASD/IPP

OFFEROR CODE

DAVIS POLK & WARDWELL LLP ARC/ASD/IPP

Attn: Randall Guynn Submit invoices via the

450 LEXINGTON AVE Invoice Processing Platform

ROOM 1701 at www.ippgov

NEW YORK NY 10017 Inquiries call 304—480—8000 #7

TELEPHONENO. 212 450 4239

017b. CHECK IF REMITTANCE Is DIFFERENTAS4D PUT SUCH ADDRESS IN OFFER lab. SUBMIT IIWOICES TOADDRESS SHOWN IN 80.00K lI~ UNLESS BLOCK BELOW

IS CHECKED [ISEE ADDENDUM

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

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES OUANTI’PI’ UNIT UNIT PRICE AMOUNT

Legal Advisory Services in support of Section

4003 of the CARES Act.

Accounting Info:

E5F1889DA20260R_2021_6l00000l2sloolESFAlolol0000

~XXXXXXXXXX—XXXXXXXXXXXX_XXXXXXXXXXXXXXXXXXXXXX

XXXXXXXXXX—XXXXXXXXXXXX_XXXXXXXXXXXXXXXXXX

Period of Performance: 06/29/2020 to 06/28/2021

0001 Legal advisory support regarding section 4003 of 10,500,000.00

Continued - - -

(Use Reverse and/orAlteCh Additional Sheets as Necessa,~ —

25. ACCOUNTING AND APPROPRLATION DATA ~, TOTALAW4RDAMOUNflTor~oyt Use Only)

See schedule I $10,500,000.00

D2v9 SOLICITATION INCORPORATES BY REFERENCE FAR52.212-1 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA U ARE [I ARE NOTATI’ACHED.

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

D28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENTAND RETURN U 29. AWARD OF CONTRACT OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER DATED - YOUR OFFER ON SOLICITATION (BLOCKS)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ONANYADDITIONAI. INCLUDING ANYADDITIONS OR CHANGES WIICH ARE SET FORTH

SHEETS SUBJECTTO THE TERMS AND CONDmONS SPECIFIED, HEREIN. IS ACCEPTED AS TO ITEMS’

ala. SI ATURE OF C RICONTRACTCR Sla, UNITED STATES OFAMERICA(SIGNATIJRE OP CONTRACTING OFFICER)

SOb.

L~

NAME AND TIRE OF SIGN)Wfr~e Drpnfll SOc. DATE SI NED 31b. NAME OF CONTRACTING OFFICER (Type orpdnt) 31c. DATE SIGNED

Petn)alt D Ow ëar%er SEVNC. ORDON

AUTHORIZED FOR LOCAL REPflODI.JCTION

PREVIOUS EDITION IS NOT USABLE STANDARD FORM 1449 (REV. 2/2012)

PrascIlbed by GSA - FAR (48 CFR) 63.212
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.

 the CARES Act

 Obligated Amount: $10,500,000.00

 The total amount of award: $10,500,000.00. 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 17 
2032H321C00010 

Page 3 of 17 

SECTION B – CONTINUATION FROM SF1449 

1. CONTRACT POINTS OF CONTACT 

Contract administration matters will be handled by the following: 

Government: Steven C. Gordon, Contracting Officer 

steven.c.gordon@irs.gov, (240) 613-9766 

Contractor: Randall D. Guynn 

randall.guynn@davispolk.com, (212) 450-4239 

2. TYPE OF CONTRACT 

(a) This is a time-and-materials type contract. 

(b) The ceiling price of this contract is $10,500,000.00. The Contractor shall not exceed the 

ceiling prices of this contract. 

(c) The rates detailed in Attachment No. 1, Rates Table shall be utilized. Should FAR 

52.217-8 be exercised, the rates effective in the prior period will be utilized.

3. PERIOD OF PERFORMANCE 

The period of performance is 06/29/2020 – 06/28/2021. 

4. LIMITATION OF COST 

Nothing in this Contract shall obligate the Contractor to take any action which would cause the 

amount for which the Government would be obligated hereunder to exceed the ceiling price 

of this Contract and the Government shall not be obligated to pay the Contractor on account of 

any work performed hereunder any amount in excess of such sum. 

5. PERFORMANCE WORK STATEMENT 

1. The Contractor shall provide legal expertise and advice with respect to evaluating eligibility, 

structuring the loan program, preparing loan documentation, evaluating collateral under 

Section 4003(b)(1)-(3) of the CARES Act. Documentation may include credit agreements, 

security agreements, trust agreements, and financial instruments for compensating the 

Federal Government. Such services may also include assistance in responding to comments 

on draft documentation and preparing reports and responses to oversight bodies, as well as 

other legal advisory services related to this program. The services under this paragraph are 

exclusive of services under paragraph 2, below. 

2. The Contractor shall provide legal expertise and advice with respect to the loan extended to 

YRC Worldwide Inc. under Section 4003(b)(3) of the CARES Act, including evaluating 

eligibility, preparing all loan documentation, evaluating collateral, and post-closing matters. 
2032H321C00010 

Page 4 of 17 

Documentation may include credit agreements, security agreements, trust agreements, and 

financial instruments for compensating the Federal Government. Such services may also 

include assistance in responding to comments on draft documentation and preparing reports 

and responses to oversight bodies, as well as other legal advisory services related to these 

programs. 

3. Treasury's policy goals for the program are to (1) provide stability and prevent further 

disruption to the financial markets and financial system, (2) ensure the availability of credit 

and liquidity, and (3) protect the interests of taxpayers. The specific strategies may change 

over time but will be consistent with these policy goals. To the extent practicable, the 

program will be managed to limit the potential for losses. 

4. The Contractor shall not perform any inherently governmental functions (e.g., approving or 

making decisions) associated with these requirements. In all activities where the Contractor 

may represent its government customer positions, the contractor shall make it clear that he or 

she is not a government employee. 

5. Treasury may publicly publish transaction documentation before or after consummation of 

the transactions. 

SECTION C – CONTRACT CLAUSES 

1. 1052.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS 

(ALTERNATE II ) (DEVIATION 2016-00001) (APRIL 2018) 

Substitute paragraphs (s) and (u) of FAR clause 52.212-4; and additionally add subparagraph 

(e)(2) and paragraph (w) to FAR clause 52.212-4. 

***** 

(e) Definitions. 

(2) 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 - 

(i) 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; 

(ii) 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 
2032H321C00010 

Page 5 of 17 

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

registration for a service, or another transaction. 

***** 

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by 

giving precedence in the following order: 

(1) The schedule of supplies/services. 

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with 

Laws Unique to Government Contracts, Unauthorized Obligations, and Commercial 

Supplier Agreements-Unenforceable Clauses paragraphs of this clause, 

(3) The clause at 52.212-5. 

(4) Addenda to this solicitation or contract, including any license agreements for computer 

software. 

(5) Solicitation provisions if this is a solicitation. 

(6) Other paragraphs of this clause. 

(7) The Standard Form 1449. 

(8) Other documents, exhibits, and attachments. 

(9) The specification. 

***** 

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) 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: 

(i) Any such language, provision, or clause is unenforceable against the Government. 

(ii) 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. 

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

(2) Paragraph (u)(1) 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. 

***** 

(w) Commercial supplier agreements - unenforceable clauses. When any supply or service 

acquired under this contract is subject to a CSA, the following language shall be deemed 

incorporated into the CSA. As used herein, "this agreement" means the CSA: 

(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 a 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 part 12). 
2032H321C00010 

Page 6 of 17 

(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 his 

or her 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 a 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. The supplier or licensor shall not unilaterally revoke, 

terminate or suspend any rights granted to the Government except as allowed by this 

contract. If the supplier or licensor believes the Government to be in breach of the 

agreement, it shall pursue its rights under the Contract Disputes Act or other 

applicable Federal statute while continuing performance as set forth in paragraph (d) 

of this clause. 

(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 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) Updating terms. 

(A)After award, the contractor may unilaterally revise terms if they are not material. 

A material change is defined as: 

(1) Terms that change Government rights or obligations; 

(2) Terms that increase Government prices; 

(3) Terms that decrease overall level of service; or 

(4) Terms that limit any other Government right addressed elsewhere in this 

contract. 

(B) For revisions that will materially change the terms of the contract, the revised 

commercial supplier agreement must be incorporated into the contract using a 

bilateral modification. 

(C) Any agreement terms or conditions unilaterally revised subsequent to award that 

are inconsistent with any material term or provision of this contract shall not be 

enforceable against the Government, and the Government shall not be deemed to 

have consented to them. 

(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 consent by an authorized Government 

representative approval. 
2032H321C00010 

Page 7 of 17 

(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 paragraph 

(d) of this clause; no payment obligation shall arise on the part of the Government 

until the conclusion of the dispute process. 

(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 and must be performed within the parameters of the Government’s 

security procedures. 

(D) The Contractor must notify the Contracting Officer of any audit request. 

(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 Government 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 paragraph (b) of this clause. 

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

clause is hereby amended to state that neither the agreement nor the contract price, as 

applicable, 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 will continue to be 

subject to the confidentiality obligations of this agreement. 

(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the 

preceding paragraph (w)(1) of this clause, the language, provisions, or clause of 

paragraph (w)(1) of this clause shall prevail to the extent of such inconsistency. 

(End of clause) 

2. FAR 52.212-5 - CONTRACT TERMS AND CONDITIONS REQUIRED TO 

IMPLEMENT STATUTES OR EXECUTIVE ORDERS— COMMERCIAL ITEMS 

(NOV 2020) 
2032H321C00010 

Page 8 of 17 

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) 

clauses, which are incorporated in this contract by reference, to implement provisions of law 

or Executive orders applicable to acquisitions of commercial items: 

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or 

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and 

Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor 

provisions in subsequent appropriations acts (and as extended in continuing resolutions)). 

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed 

or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of 

Pub. L. 115-91). 

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video 

Surveillance Services or Equipment. (Aug 2020) (Section 889(a)(1)(A) of Pub. L. 115-

232). 

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015). 

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553). 

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 

and 108-78 (19 U.S.C. 3805 note)). 

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting 

Officer has indicated as being incorporated in this contract by reference to implement 

provisions of law or Executive orders applicable to acquisitions of commercial items: 

 (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (June 2020), with 

Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402). 

 (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 

3509)). 

 (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment 

Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by 

the American Recovery and Reinvestment Act of 2009.) 

 (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 

2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note). 

 (5) [Reserved]. 

 (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, 

section 743 of Div. C). 
2032H321C00010 

Page 9 of 17 

 (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts 

(Oct 2016) (Pub. L. 111-117, section 743 of Div. C). 

 (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors 

Debarred, Suspended, or Proposed for Debarment. (Jun 2020) (31 U.S.C. 6101 note). 

 (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters 

(Oct 2018) (41 U.S.C. 2313). 

 (10) [Reserved]. 

 (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 

U.S.C. 657a). 

 (ii) Alternate I (Mar 2020) of 52.219-3. 

 (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business 

Concerns (Mar 2020) (if the offeror elects to waive the preference, it shall so indicate 

in its offer) (15 U.S.C. 657a). 

 (ii) Alternate I (Mar 2020) of 52.219-4. 

 (13) [Reserved] 

 (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644). 

 (ii) Alternate I (Mar 2020) of 52.219-6. 

 (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644). 

 (ii) Alternate I (Mar 2020) of 52.219-7. 

 (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and 

(3)). 

 (17) (i) 52.219-9, Small Business Subcontracting Plan (Jun 2020) (15 U.S.C. 637(d)(4)). 

 (ii) Alternate I (Nov 2016) of 52.219-9. 

 (iii) Alternate II (Nov 2016) of 52.219-9. 

 (iv) Alternate III (Jun 2020) of 52.219-9. 

 (v) Alternate IV (Jun 2020) of 52.219-9 

 (18) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)). 

 (ii) Alternate I (Mar 2020) of 52.219-13. 

 (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C. 637(a)(14)). 
2032H321C00010 

Page 10 of 17 

 (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 

637(d)(4)(F)(i)). 

 (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 

2020) (15 U.S.C. 657f). 

 (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Nov 2020) (15 

U.S.C. 632(a)(2)). 

 (ii) Alternate I (MAR 2020) of 52.219-28. 

 (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically 

Disadvantaged Women-Owned Small Business Concerns (Mar 2020) (15 U.S.C. 

637(m)). 

 (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small 

Business Concerns Eligible Under the Women-Owned Small Business Program (Mar 

2020) (15 U.S.C. 637(m)). 

 (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 

U.S.C. 644(r)). 

 (26) 52.219-33, Nonmanufacturer Rule (Mar 2020) (15U.S.C. 637(a)(17)). 

 (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755). 

 (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan2020) 

(E.O.13126). 

 (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). 

 (30) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246). 

 (ii) Alternate I (Feb 1999) of 52.222-26. 

 (31) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212). 

 (ii) Alternate I (Jul 2014) of 52.222-35. 

 (32) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 

793). 

 (ii) Alternate I (Jul 2014) of 52.222-36. 

 (33) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212). 

 (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act 

(Dec 2010) (E.O. 13496). 
2032H321C00010 

Page 11 of 17 

 (35) (i) 52.222-50, Combating Trafficking in Persons (Oct 2020) (22 U.S.C. chapter 78 and 

E.O. 13627). 

 (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627). 

 (36) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). 

(Not applicable to the acquisition of commercially available off-the-shelf items or certain 

other types of commercial items as prescribed in 22.1803.) 

 (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–

Designated Items (May 2008) ( 42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the 

acquisition of commercially available off-the-shelf items.) 

 (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the 

acquisition of commercially available off-the-shelf items.) 

 (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential 

Hydrofluorocarbons (Jun 2016) (E.O. 13693). 

 (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and 

Air Conditioners (Jun 2016) (E.O. 13693). 

 (40) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) 

(E.O.s 13423 and 13514). 

 (ii) Alternate I (Oct 2015) of 52.223-13. 

 (41) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 

and 13514). 

 (ii) Alternate I (Jun2014) of 52.223-14. 

 (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) (42 U.S.C. 

8259b). 

 (43) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 

2015) (E.O.s 13423 and 13514). 

 (ii) Alternate I (Jun 2014) of 52.223-16. 

 (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 

2020) (E.O. 13513). 

 (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693). 

 (46) 52.223-21, Foams (Jun2016) (E.O. 13693). 

 (47) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a). 

 (ii) Alternate I (Jan 2017) of 52.224-3. 
2032H321C00010 

Page 12 of 17 

 (48) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83). 

 (49) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014) (41 

U.S.C.chapter83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 

U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-

169, 109-283, 110-138, 112-41, 112-42, and 112-43. 

 (ii) Alternate I (May 2014) of 52.225-3. 

 (iii) Alternate II (May 2014) of 52.225-3. 

 (iv) Alternate III (May 2014) of 52.225-3. 

 (50) 52.225-5, Trade Agreements (Oct 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note). 

 (51) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, 

and statutes administered by the Office of Foreign Assets Control of the Department of 

the Treasury). 

 (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States 

(Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for 

Fiscal Year 2008; 10 U.S.C. 2302Note). 

 (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov2007) (42 U.S.C. 5150). 

 (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area 

(Nov2007) (42 U.S.C. 5150). 

 (55) 52.229-12, Tax on Certain Foreign Procurements (Jun 2020). 

 (56) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 

U.S.C. 4505, 10 U.S.C. 2307(f)). 

 (57) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 

U.S.C. 2307(f)). 

 (58) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management 

(Oct2018) (31 U.S.C. 3332). 

 (59) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award 

Management (Jul 2013) (31 U.S.C. 3332). 

 (60) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332). 

 (61) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a). 
2032H321C00010 

Page 13 of 17 

 (62) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 

637(d)(13)). 

 (63) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 

2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). 

 (ii) Alternate I (Apr 2003) of 52.247-64. 

 (iii) Alternate II (Feb 2006) of 52.247-64. 

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to 

commercial services, that the Contracting Officer has indicated as being incorporated in this 

contract by reference to implement provisions of law or Executive orders applicable to 

acquisitions of commercial items: 

 (1) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter67). 

 (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 

and 41 U.S.C. chapter 67). 

 (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price 

Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C. 206 and 41 

U.S.C. chapter 67). 

 (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price 

Adjustment (May 2014) (29 U.S.C.206 and 41 U.S.C. chapter 67). 

 (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to 

Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements 

(May 2014) (41 U.S.C. chapter 67). 

 (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to 

Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67). 

 (7) 52.222-55, Minimum Wages Under Executive Order 13658 (Nov 2020). 

 (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706). 

 (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 

U.S.C. 1792). 

(d) Comptroller General Examination of Record. The Contractor shall comply with the 

provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in 

excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award 

of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation. 
2032H321C00010 

Page 14 of 17 

(1) The Comptroller General of the United States, or an authorized representative of the 

Comptroller General, shall have access to and right to examine any of the Contractor’s 

directly pertinent records involving transactions related to this contract. 

(2) The Contractor shall make available at its offices at all reasonable times the records, 

materials, and other evidence for examination, audit, or reproduction, until 3 years after 

final payment under this contract or for any shorter period specified in FAR subpart 4.7, 

Contractor Records Retention, of the other clauses of this contract. If this contract is 

completely or partially terminated, the records relating to the work terminated shall be 

made available for 3 years after any resulting final termination settlement. Records 

relating to appeals under the disputes clause or to litigation or the settlement of claims 

arising under or relating to this contract shall be made available until such appeals, 

litigation, or claims are finally resolved. 

(3) As used in this clause, records include books, documents, accounting procedures and 

practices, and other data, regardless of type and regardless of form. This does not require 

the Contractor to create or maintain any record that the Contractor does not maintain in 

the ordinary course of business or pursuant to a provision of law. 

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this 

clause, the Contractor is not required to flow down any FAR clause, other than those in 

this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated 

below, the extent of the flow down shall be as required by the clause- 

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (41 U.S.C. 

3509). 

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or 

Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and 

Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor 

provisions in subsequent appropriations acts (and as extended in continuing 

resolutions)). 

(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services 

Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) 

(Section 1634 of Pub. L. 115-91). 

(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video 

Surveillance Services or Equipment. (Aug 2020) (Section 889(a)(1)(A) of Pub. L. 

115-232). 

(v) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) 

and (3)), in all subcontracts that offer further subcontracting opportunities. If the 

subcontract (except subcontracts to small business concerns) exceeds the applicable 

threshold specified in FAR 19.702(a) on the date of subcontract award, the 

subcontractor must include 52.219-8 in lower tier subcontracts that offer 

subcontracting opportunities. 

(vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015). 
2032H321C00010 

Page 15 of 17 

(vii) 52.222-26, Equal Opportunity (Sep 2015) (E.O.11246). 

(viii) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212). 

(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 

793). 

(x) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212). 

(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act 

(Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of 

FAR clause 52.222-40. 

(xii) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67). 

(xiii) (A) 52.222-50, Combating Trafficking in Persons (Oct 2020) (22 U.S.C. chapter 78 

and E.O 13627). 

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627). 

(xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to 

Contracts for Maintenance, Calibration, or Repair of Certain EquipmentRequirements (May2014) (41 U.S.C. chapter 67). 

(xv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to 

Contracts for Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67). 

(xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E.O. 12989). 

(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (Nov 2020). 

(xviii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706). 

(xix) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a). 

(B) Alternate I (Jan 2017) of 52.224-3. 

(xx) 52.225-26, Contractors Performing Private Security Functions Outside the United 

States (Oct 2016) (Section 862, as amended, of the National Defense Authorization 

Act for Fiscal Year 2008; 10 U.S.C. 2302 Note). 

(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) 

(42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR 

clause 52.226-6. 

(xxii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 

2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow down required in 

accordance with paragraph (d) of FAR clause 52.247-64. 

(2) While not required, the Contractor may include in its subcontracts for commercial items a 

minimal number of additional clauses necessary to satisfy its contractual obligations. 

(End of clause) 

3. FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) 
2032H321C00010 

Page 16 of 17 

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: https://acquisition.gov/far/index.html 

DTAR: http://www.treasury.gov/about/organizationalstructure/offices/Mgt/Pages/ProcurementPolicy-Regulations.aspx 

(End of clause) 

The following clauses are incorporated by reference: 

Clause Title Date 

52.204-4 Printed or Copied Double-Sided on Recycled Paper 

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 

52.204-25 Prohibition on Contracting for Certain Telecommunications and 

Video Surveillance Services or Equipment 

Aug 2020 

52.217-8 Option to Extend Services Nov 1999 

4. DTAR 1052.201-70 CONTRACTING OFFICER’S REPRESENTATIVE (COR) 

APPOINTMENT AND AUTHORITY (APR 2015) 

(a) The COR is Thomas Funkhouser. 

(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. 

(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 
2032H321C00010 

Page 17 of 17 

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) 

5. 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)

6. 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) 

SECTION D – CONTRACT ATTACHMENTS 

Attachment No. 1 – Rates Table 

Attachment No. 2 – Supplemental Agreement 
#94277016v1 

2032H321C00010 

Attachment No. 1 

Rates Table 

Timekeeper Year of Experience Hourly Rate 

Partners $995 

Counsel $995 

Associates 

2017 and prior 3 and greater $800 

2018 2 $670 

2019-2020 1 $560 

Legal Assistants 1 and greater $465 

 Less than 1 $265 

Other 

Discovery Attorney $395 

Summer Associates / Law 

Students 

 $315 

Document Clerks $135 
2032H321C00010 

Attachment No. 2 

Page 1 of 3

SUPPLEMENTAL AGREEMENT 

This supplemental agreement ("Supplemental Agreement") supplements and is part and parcel 

of Time-and-Materials Type contract 2032H321C00010 (the "Contract") for legal advisory 

services between the United States of America and Davis Polk & Wardwell LLP and its 

associated entities (the "Contractor"), with the United States Department of the Treasury as the 

Contractor's client (the "Client"). The parties acknowledge that the Contract, including this

Supplemental Agreement, is a contract for the acquisition of commercial items within the 

meaning of the definition at Federal Acquisition Regulation 2.101. In particular, they are 

"services of a type offered and sold competitively in substantial quantities in the commercial 

marketplace." This Supplemental Agreement provides the terms and conditions under which the 

Contractor customarily provides legal services of this nature in the commercial marketplace.

Scope of Legal Services

The Contractor will act as special counsel to the Client in connection with the matters set forth in 

the Contract, which for the avoidance of doubt will consist of legal services related to the portion 

of the Client's financial assistance program authorized by Section 4003(b)(l) (small and mediumsize passenger air carriers and ticket agents) and (3) of the Coronavirus Economic Stabilization 

Act of 2020.

The parties agree that the Contractor is not providing information and communication 

technology (ICT) items. The requirements related to Section 508 of the Rehabilitation Act and 

implementing regulations, including Department of Treasury regulations and the Internal 

Revenue Service Acquisition Policy are limited to providing all reports in one or more of the 

following approved formats: Adobe, Word, Excel, and PowerPoint.

Identification of the Client 

The Contractor has been engaged to undertake the representation of the Client and only the 

Client. The Contractor has not been retained to represent, and does not have an attorney-client 

relationship with: (i) any officer, director, employee or agent of the Client; (ii) the Internal 

Revenue Service, the Financial Crimes Enforcement Network, the Office of Foreign Assets 

Control or the Office of the Comptroller of the Currency; (iii) any department, agency or 

subdivision of the United States of America other than the Client; or (iv) the United States of 

America. As a consequence and as provided below, the Contractor may, during the 

representation of the Client, continue or take on representations of other clients which are 

adverse to any such individuals or entities (the "Client Affiliates").

Fee and Billing Matters 

The Contractor's fees for legal services for this engagement will be for an amount based on time 

and materials at the rates set forth on Attachment No. 1 up to a ceiling price of $10,500,000.00 

as set forth in section B.2 of the Contract. 

#94276395v9
#94276395v9

2032H321C00010 

Attachment No. 2 

Page 2 of 3

Conflicts and Consents 

The Contractor is not aware of any other representations by the Contractor that preclude the 

Contractor from undertaking this engagement or adversely affect the Contractor's ability to 

complete it. The Client is not aware of any information to the contrary. 

The Contractor also represents and in the future will represent a large number of other clients in 

a wide variety of legal matters. Some such clients may have interests that are contrary to the 

Client's interests. It is possible that, during the time the Contractor is working for the Client, an 

existing or future client may seek to engage the Contractor in connection with an actual or 

potential transaction or pending or potential litigation or other dispute resolution proceeding in 

which such client's interests are or potentially may become adverse to the Client's interests. 

The Client agrees that, in matters that are not substantially related to those in which the 

Contractor has been or may in the future be engaged by the Client, that is, in circumstances in 

which any of the Client's confidential data or information, as normally would have been 

obtained by the Contractor in its representation of the Client, would not be material to any 

matter adverse to the Client that the Contractor might accept from another client, the Contractor 

may represent current or future clients in general or on specific matters where the interests of 

the parties are different from, inconsistent with, or adverse to, the Client's interests, including, 

without limitation, in negotiations, acquisitions, dispositions and other transactions, litigation, 

alternative dispute resolution and administrative proceedings, and other legal matters ("Adverse 

Representations"). The Client consents to, and waives any objection with respect to, such 

Adverse Representations, and agrees that it will not assert that the Contractor's representation of 

the Client in this or any other matter or the Contractor's possession of confidential information 

obtained from the Client, provides a basis for disqualifying the Contractor from representing 

another party in an Adverse Representation or otherwise constitutes a breach of any obligation 

or duty that the Contractor may owe to the Client. 

In addition, recognizing that the Contractor also represents other clients who are expected to be 

eligible to obtain loans, equity investments or other forms of financing or support available 

under the program as described above under “Scope of Legal Services” (the "Program" and any 

such financing or support, "Program Financing"), the Client agrees that the Contractor may 

advise other clients in connection with the terms and conditions, compliance requirements and 

other aspects of applying for and securing Program Financing only with the Client's further 

express consent and may not act for any other client in negotiations where the Contractor is 

representing the Client; provided, however, that (1) any attorney who has advised the Client in 

connection with a specific facility or other distinct component of the Program will not advise 

another client in connection with obtaining Program Financing under the same facility or 

component of the Program and (2) the Contractor implements customary internal restrictions and 

other procedures reasonably designed to prevent the sharing or use of confidential data or 

information obtained by the Contractor in its representation of the Client with attorneys or other 

individuals engaged in advising another client in connection with any Program Financing as 

permitted by this sentence. 

Similarly, with respect to this matter, the Client consents to the Contractor's representation 

despite the fact that one or more counterparties or other adverse parties in this matter are or 
#94276395v9

2032H321C00010 

Attachment No. 2 

Page 3 of 3

may become clients of the Contractor on matters that are not substantially related to the 

Contractor's work for the Client. The Contractor confirms that the Contractor will not disclose 

or use any confidential information that the Contractor has obtained from the Client without its 

prior consent and will not otherwise use or disclose any such confidential information in 

connection with any Adverse Representation. 

This consent is intended solely to address restrictions that might otherwise be imposed on the 

Contractor by applicable rules of professional conduct. It does not waive any requirements 

established by the Federal Acquisition Regulation, including those set forth in FAR Subpart 

9.5. If the Contractor becomes aware of facts that may indicate the existence of an 

organizational conflict of interest as defined in FAR section 2.101, it shall immediately disclose 

those facts to the Contracting Officer. Any such disclosure shall be made in a manner consistent 

with the contractor's professional obligations to its other clients. 

This waiver is effective only if the Contractor concludes in the Contractor's professional 

judgment it is consistent with the requirements of the applicable Rules of Professional Conduct. 

In performing its analysis, the Contractor will also consider factors including (a) the nature of 

any conflict; (b) the Contractor's ability to ensure that the confidences and secrets of all 

involved clients will be preserved; and ( c) the Contractor's relationship with each client. In 

examining its ability to ensure that the confidences and secrets of all involved clients will be 

preserved, the Contractor will as appropriate establish an ethical screen or use different teams 

of lawyers for the Client and the party adverse to the Client in the transaction. 

Further, the Client agrees that the Contractor may continue or accept new representations, 

including negotiations, acquisitions, dispositions and other transactions, litigation, alternative 

dispute resolution and administrative proceedings, that are adverse to Client Affiliates as 

discussed above at the end of the section "Identification of the Client." 

In addition, the Contractor may consult at the Contractor's own expense with lawyers at the 

Contractor or elsewhere with respect to the Contractor's own ethical and professional 

obligations with respect to the Contractor's representation of the Client. The Client consents to 

such consultations, waives any conflict of interest relating thereto, and agrees that such 

consultations are protected by the Contractor's own attorney-client privilege. 

Termination/Completion of Contract 

Notwithstanding any other provision in the Contract, performance of the Contract by all of the 

parties shall be deemed to have been completed, the term and life of the Contract shall be 

deemed to have ended and the Contract shall be deemed to have been terminated upon payment 

by Treasury to the Contractor for the Contractor’s work required by Section B.5. 
AMENDMENT OF SOLICITATIONIMODIFICATION OF CONTRACT I CONTRACT ID CODE PAGE OF PAGES

‘I 2. MIENDMENTIMODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ NO 5. PROJECT NO. (If applicable)

P00001 06/29/2021

6. ISSUED BY CODE 1—IRS NON—IT (OTP 7 ADMINISTERED BY (If ofliertlrnn fIem6) CODE

IRS non—IT (TOB)

Internal Revenue Service

Procurement

OS:OCPO:BSA:HQ, Stop C7—430

5000 Ellin Road

Lanham MD 20706

8. NMsIE AND ADDRESS OF CONTRACTOR (No.. sliest, coim~ S/ate end ZIP Code) 9A. AMENDMENT OF SOLICITATION NO.

DAVIS POLK & WARDWELL LLP

Attn: Randall Guynn 98. DATED (SEEITEM 11)

450 LEXINGTON AVE

ROOM 1 0 — bA. MODIFICATION OF CONTRACT/ORDER NO.

NEW YORK NY 10017 X 2032H32lC000l0

lOB. DATED (SEE ITEM 13)

CODE 064932551 1FACILITYCODE 04/16/2021

11. THIS ITEM ONLY APPUES TO AII~ENDMENTS OF SOUCITATIONS

OThe above nianbered solicitation is amended as set forth in Item 14, The hour and date specified for receipt of Offers Q is extended, C is not extended

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended . by one of the following methods. (a) By completing

Items 8 and 15. and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted or (c) By

separate letter or electronic communication which includes a reference to the solicitation end amendment numbers. FAILURE OF VOURACKNOWLEDGEMENT TO BE

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR

OFFER. If by virtue of this amendment you desire to change an offer already submitted such change may be made by letter or electronic communication provided

esch letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified,

12. ACCOUNTING AND APPROPRIATION DATA(Ifmquirec~

See Schedule

13. THIS ITEM ONLYAPPLIES TO MODIFICATION OF CONTRAcTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TQ (Specify aufhon4’) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

ORDER NO. IN ITEM iDA.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in pay,ng office,

appiopdation data, etc.) SET FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

C. THIS SUPPLEMENTALAGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF

D OTHER (Specify type of modification and authodf~

X FAR Clause 52.2l2—4(c

E. IMPORTANT: Contractor C is not is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENTIMODIFtCATION (Oiganized by UCF section headings. including so/ic’leffon/contmct subject malferwhe,s feasible.)

The purpose of this bilateral modification to Contract 2032H321C000 0 is to formally extend

the period of performance of the contract at no additional cost to the Government. The

period of performance is hereby extended from 6/28/2021 until 06/0 /2022, effective

6/29/2021. At such point in time that 90 of the available funds have been expended, the

Contractor shall notify in the Contracting Off cer in writing to ensure tha adequate funds

remain until the expiration of the period of performance. Should the contractor expend all

remaining funds prior to 06/01/2022, all work shall cease at the point at which the funds

are expended, and the contract will not be extended further.

Except as provided herein, all terms snd conditions of the document referenced in Item 9 A or IOA, as heretofore changed, remains unchanged and in fuu force end effect.

iSA. AND TITLE OF SIGNER (Type or pant) 1GA. NAME AND TITLE OF CONTRACTING OFFtCER (Type or pant)

bfrit~ 1). Qvy,vp, t3~- tAJede

I , TORIOFFE

STEVEN C. GORDON

ISC. DATE SIGNED lOB UNITED STATES OF AMERICA

ifi’≤’ (S~nature of coneaaleg

Previoua edition unusable

of person afbwts sign)

16C. DATE SIGNED

STANDARD FORM 3D (REV, 1112016)

Prescribed by GSA FAR (48 CFR) 53.243