ARC/ASD/IPP

Inquiries call 304-480-8000 #7

at www.ipp.gov

Invoice Processing Platform

Submit invoices via the

ARC/ASD/IPP

IS CHECKED SEE ADDENDUM

18a. PAYMENT WILL BE MADE BY CODE 

CODE 

CODE FACILITY

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

OFFEROR

1-IRS NON-IT (OTPS)

Lanham MD 20706

OS:A:P:T, Stop C7-430

AWSS/Procurement

Internal Revenue Service

IRS non-IT (OTPS)

TDP CODE 16. ADMINISTERED BY CODE 

X

SIZE STANDARD:

1-IRS NON-IT (OTPS) UNRESTRICTED OR SET ASIDE: % FOR:

IFB RFP

CODE 10. THIS ACQUISITION IS

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

DENISE WILLIAMS 240-613-9781

04/07/2020

(No collect calls)

INFORMATION CALL:

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

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

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

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 20PR-TDP-0356 1 53 

5000 Ellin Road

TELEPHONE NO.

NEW YORK NY 10004-2498

125 BROAD STREET, RM 2742

SULLIVAN AND CROMWELL LLP

SULLIVAN & CROMWELL LLP

17a. CONTRACTOR/

WASHINGTON DC 20220

1500 PENNSYLVANIA AVE., NW

OFFICE OF BUDGET AND TRAVEL, ATTN:1

US DEPARTMENT OF THE TREASURY

TDP

15. DELIVER TO

Lanham MD 20706

5000 Ellin Road

OS:A:P:T, Stop C7-430

AWSS/Procurement

Internal Revenue Service

9. ISSUED BY

7. 

2032H320P00030

2. CONTRACT NO. 

EFFECTIVE DATE

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

ISSUE DATE

DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS 

MARKED

11. 

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A 

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. 

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL 

BUSINESS

8(A)

IRS non-IT (OTPS) WOMEN-OWNED SMALL BUSINESS 

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED 

SMALL BUSINESS PROGRAM

EDWOSB 

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21. 

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

This award is pursuant to the Presidential

declaration of a national emergency under Section

501(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 the

Presidential declaration, the flexibilities

identified in FAR 18.202, "Defense or recovery

from certain events," are used to support

expedited response efforts to COVID-19. These

flexibilities include an increase to the

threshold for simplified procedures for certain

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

$650,000.00

HEREIN, IS ACCEPTED AS TO ITEMS: 

X X

X X

DATED

STEVEN C. GORDON

. YOUR OFFER ON SOLICITATION (BLOCK 5), 

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH 

 1

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

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

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

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

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

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

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

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

OFFER 

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE 

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

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 

25. ACCOUNTING AND APPROPRIATION DATA

See schedule

29. AWARD OF CONTRACT:

REF.

Sergio J. Galvis, Partner 5/ /20
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.

commercial items to $13 million (see FAR

13.500(c) and 18.202(d)).

Inv Approver/COR: FUNKHOUSER, THOMAS Inv

Approver/COR Backup1: FUNKHOUSER, THOMAS

Period of Performance: 04/07/2020 to 05/18/2021

0001 Legal Advisory Services will be used to consult 650,000.00

in the financial status in order to help provide

economic stability due to COVID-19.

Accounting Info:

TDO1894DBXXXXDR-2020-61000001-251001-TDOD102040000

-TDOSDEL004-XXXXXXXXXXXX-TDO0114-TDOXCOV19-XXXX-XX

XXXXXXXXXX-XXXXXXXXXXXX-XXXXXXXXX-XXXXXXXXX

Funded: $325,000.00

Accounting Info:

TDO0101DB2021XX-2020-61000001-251001-TDOW706000000

-TDOSDEL004-XXXXXXXXXXXX-TDO0111-TDOXCOV19-XXXX-XX

XXXXXXXXXX-XXXXXXXXXXXX-XXXXXXXXX-XXXXXXXXX

Funded: $325,000.00

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

total for this award is shown in box 26.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

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

following individuals:

a. CONTRACTOR: Point of Contact (POC): 

SERGIO J. GALVIS

Sullivan & Cromwell

125 Broad Street 

New York, NY 10004 

Phone: (212) 558-4740 

Email: galviss@sullcrom.com

b. GOVERNMENT: 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 

B.2 TYPE OF CONTRACT

(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 (IPP). Visit

www.IPP.gov for assistance.

(c) The level of effort over the period of performance is: 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.

(d) The MINIMUM HOURS OF SERVICE shall be 600 hours.

B.3 PERIOD OF PERFORMANCE

The period of performance shall be from APRIL 7, 2020 through the later of (a) MAY 18, 2020 

and (b) Contractor having provided the Minimum Hours of Service. 
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B.4 PRICE/COSTS SCHEDULE

CLIN DESCRIPTION QTY UNIT TOTAL 

PRICE

0001 Legal advisory services for loan and financial assistance agreements 

under the CARES Act 1 LOT $650,000.00 

TOTAL 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.

Sergio J. Galvis, Partner 

Inosi M. Nyatta, Partner

Benjamin H. Weiner, 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. 

B.7 STATEMENT OF OBJECTIVES

Department of the Treasury

Office of General Counsel (Banking & Finance)

Air Cargo Carriers Legal Advisory Services 

1.0 General

This is a non-personal services contract as defined in FAR 37.101 to provide Legal 

Advisory Services for the Department of the Treasury (“Treasury”), Office of General 

Counsel (Banking & Finance). It is understood and agreed that the Contractor and/or the 

Contractor’s employees and shall perform the services specified herein as independent 

contractors, not as employees of the Government. The Government will not exercise any 

supervision or control over the Contractor employees performing the services described 

herein. Such Contractor employees shall be accountable solely to the Contractor who, in 

turn is responsible to the Government. The Contractor shall, pursuant to the 

Government’s right and obligation to inspect, accept or reject the work, comply with such 
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general direction of the Contracting Officer (CO) or duly authorized representative of the 

CO as necessary to ensure accomplishment of the objectives.

2.0 Background

The spread of the coronavirus 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 501(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. 

3.0 Description of Services

The Contractor shall provide legal expertise and advice with respect to structuring the 

loan, loan guarantee and grant program and preparing standard forms of documentation, 

including the basic credit agreements, loan guarantees, security agreements, trust 

agreements, financial instruments compensating the Federal Government, and closing

documentation, for the loan, loan guarantee and grant programs for U.S. cargo air carriers 

and other participants under Section 4003(b)(2) of the CARES Act (the “Cargo Air 

Carrier and Contractors Program”) and inspection, repair, replace and overhaul services 

(but not any other participants) under Section 4003(b)(1) (the “B1 Repair Service 

Program”). In addition, the Contractor shall include preparation of the Payroll Support 

Agreement and related documentation under Section 4112(a)(2)-(3) (the “Cargo Air

Carrier and Contractors Payroll Support Program”). (The Cargo Air Carrier and 

Contractors Program, B1 Repair Service Program, and Cargo Air Carrier and Contractors 

Payroll Support Program are collectively called the “Designated Programs.”) The parties 

anticipate that the work in this term will not require significant individual negotiation of 

definitive agreements with more than a small number of specific counterparties. 

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 transaction documentation before or after consummation 

of the transactions. 
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4.0 Scope

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

or making decisions) associated with the requirement. 

Specific services may include, but not be limited to: 

• 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. 

5.0 Deliverables

All deliverables and reports will be reviewed to ensure Contractor accuracy, functionality, 

completeness, professional quality and overall compliance with contract requirements. 

The Government will consider errors, misleading statements, incomplete, irrelevant 

information, excessive rhetoric, or repetition as deficiencies and the Contractor shall make 

corrections at no additional cost to the Government. All deliverables shall be 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. 

6.0 Place of Performance

The Contractor may perform services under this contract on-site at the Contractor’s 

facility as well as the Department of the Treasury, Washington, D.C.
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7.0 Travel 

The Government does not anticipate any travel performed under this contract. 

However, the Government may require the Contractor to conduct local travel supporting 

meetings within the DC/VA/MD area. Such travel shall be considered local and shall not 

be separately reimbursed under the Contract.

If travel is required, the Contractor shall notify the COR prior to travel for authorization. 

Travel will be reimbursed in accordance with the Federal Travel Regulation (FTR) and 

FAR 31.205-46 (a) (2). A travel cost limit may be specified by the COR, if necessary. 

8.0 Hours of Operation

The Contractor must be available 8 hours per day, Monday through Friday, during the 

core business hours of 8 a.m. to 5 p.m. unless specified otherwise by the CO or COR. 

Circumstances may require the Contractor to provide services outside normal duty 

hours. 

8.1 Observance of Legal Holidays / Federal Non-workdays 

The Contractor shall establish a standard holiday schedule that coincides with the 

Government's schedule for employees working at a Government site(s). All 

Government offices will be closed, except for minimum essential personnel 

required for in-house operations, during Federal holidays. Except as otherwise 

specified, the Contractor shall not schedule or conduct routine work that requires 

Government personnel to participate on Federal holidays. Holidays observed are 

listed below. Holidays and other non-workdays are not billable unless work is 

requested by the Government and performed on these days. The Government 

hereby provides NOTICE and Contractor hereby acknowledges RECEIPT that 

Government personnel observe the below listed days as holidays. The following 

is a list of Government holidays: 

New Year’s Day January 1st 

Martin Luther King’s Birthday 3rd Monday in January 

President’s Day 3rd Monday in February 

Memorial Day Last Monday in May 

Independence Day July 4th 

Labor Day 1st Monday in September 

Columbus Day 2nd Monday in October

Veteran’s Day November 11th

Thanksgiving Day 4th Thursday in November 

Christmas Day December 25th 

Inauguration Day every fourth year - Washington, D.C. 

a) When such holidays fall on a Saturday, the preceding Friday will be considered the holiday.
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When such holidays fall on a Sunday, the succeeding Monday will be considered the holiday. 

b) No work shall be performed by Contractor personnel at Government facilities on Federal

holidays or other non-workdays without prior written approval of the COR.

c) Work performed on holidays, weekends, or other non-workdays shall be billed at the

"normal" unit prices.

d) There are certain types of irregularly occurring circumstances that prompt the Government to

close offices where Contractor personnel are working, either on a national or local basis (e.g.,

bomb threats, inclement weather, power outages, death of a national figure, or funding

lapses). Contractor personnel shall not work if the Government is closed, unless otherwise

authorized by a fully executed order from the CO. Non-work due to the Government closing

its facility(ies) is not an expense directly reimbursable to the Contractor.

9.0 Section 508 Compliance

All electronic and information technology (EIT) changes recommended as a result of any 

performance through this contract must adhere to the applicable accessibility standards at 

36 CFR 1994, unless an agency exception to this requirement exists. 36 CFR 1194 

implements Section 508 of the Rehabilitation Act of 1973, as amended, and is viewable 

at http://www.section508.gov. 

The Contractor must validate that all deliverables and services provided will be 100% 

compliant with Section 508 of the Rehabilitation Act of 1973, per the 1998 Amendment, 

and the Architectural and Transportation Barriers Compliance Board’s Electronic and 

Information Technology Accessibility Standards at 36 CFR Part 1194. 

10.0 Data Rights 

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

contract. All documents and materials, to include the source codes of any software, 

produced under this contract shall be Government owned and are the property of the 

Government with all rights and privileges of ownership/copyright belonging exclusively 

to the Government. These documents and materials may not be used or sold by the 

Contractor without written permission from the CO. All materials supplied to the 

Government shall be the sole property of the Government and may not be used for any 

other purpose. This right does not abrogate any other Government rights. 

11.0 Organizational Conflicts of Interest

This engagement shall not restrict the Firm from representing clients with respect to 

matters relating to the CARES Act, except that (a) no lawyer of the Firm shall represent 

any client in connection with such client’s participation or potential participation in any 

of the Designated Programs, and (b) no member of the Core Team shall make a 

communication to, or appear before, Treasury on behalf of any client of the Firm in 

connection with such client’s participation in any program under the CARES Act. Of 
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course, the Firm will not disclose to any other client, or use for the benefit of any other 

client, any confidential information gained in the course of this engagement. 

With respect to other work (e.g., work unrelated to the CARES Act), the engagement by 

Treasury in connection with the Designated Programs will not preclude the Firm from 

acting for others on matters (including mergers and acquisitions matters, commercial 

negotiations, restructurings and reorganizations, bankruptcy proceedings, investigations, 

regulatory matters or litigation), even though the interests of such persons might be 

adverse to the Treasury and the U.S. Government or its agencies or instrumentalities in 

this engagement or those other matters. 

13.0 Contract Phase-out

Upon the expiration or termination of the Contract for any reason, the Contractor shall 

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

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

shall survive the termination or expiration of the contract.

--End of Section B--

SECTION C - CONTRACT CLAUSES

C.1 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 Title Date

52.204-2

52.204-4 

SECURITY REQUIREMENTS

PRINTED OR COPIED DOUBLE-SIDED ON 

RECYCLED PAPER

AUG 1996

MAY 2011

52.204-9 PERSONAL IDENTITY VERIFICATION OF 

CONTRACTOR PERSONNEL

JAN 2011

52.204-12 UNIQUE ENTITY IDENTIFIER MAINTENANCE OCT 2016

52.204-13 SYSTEM FOR AWARD MANAGEMENT 

MAINTENANCE

OCT 2018
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52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE 

MAINTENANCE

JUL 2016

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN 

TELECOMMUNICATIONS AND VIDEO 

SURVEILLANCE SERVICES OR EQUIPMENT

AUG 2019

52.224-1

52.224-2 

52.224-3

PRIVACY ACT NOTIFICATION 

PRIVACY ACT 

PRIVACY TRAINING

APR 1984

APR 1984 

JAN 2017

ADDENDUM to FAR 52.212-4 – CONTRACT TERMS AND CONDITIONS – 

COMMERCIAL 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 – Option 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.

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

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

Authority (Apr 2015) 
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(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:

(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 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)

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. 
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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 1052.212-4 - Contract Terms and Conditions-Commercial Items (Alternate

II) (Deviation 2016-00001) (Apr 2018)

(e) Definitions.

(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(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 2.101and 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 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.
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(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 (e) of this clause, when any supply or service acquired under

this contract is subject to any CSA as defined in DTAP 1002.101, 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.

(iii) 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.

(iv) 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).

(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.
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(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.

(5) Terms do not limit any other Government rights addressed elsewhere in this contract.

(B) For revision 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.
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(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.

(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.
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(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)

C.7 DTAR 1052.232-39 - Unenforceability of Unauthorized Obligations. (Deviation

00002) (Apr 2018) 

(a) Definition. As used in this clause-

"Commercial supplier agreements" means terms and conditions customarily offered to the public 

by vendors of supplies or services that meet the definition of commercial item set forth in FAR 

2.101 and intended to create a binding legal obligation on the end user. Commercial supplier 

agreements (CSA) are particularly common in information technology acquisitions, including 

acquisitions of commercial computer software and commercial technical data, but they may 

apply to any supply or service. The term applies- 

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

standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA),

or another similar legal instrument or agreement, and may be presented as part of an offer or

quotation responding to a solicitation;

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

as one or more paper documents or may appear on a computer or other electronic device screen

during a purchase, software installation, other product delivery, registration for a service, or

another transaction.

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

this contract is subject to any CSA, that includes any language, provision, or clause requiring the

Government to pay any future fees, penalties, interest, legal costs or to indemnify the Contractor

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

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

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

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

agreed to such clause by virtue of it appearing in the CSA. If the CSA is invoked through an "I

agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap"

agreements), execution does not bind the Government or any Government authorized end user to

such clause.

(3) Any such language, provision, or clause is deemed to be stricken from the CSA.
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(c) Paragraph (b) of this clause does not apply to indemnification or any other payment by the

Government that is expressly authorized by statute and specifically authorized under applicable

agency regulations and procedures.

(End of clause)

C.9 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.10 ACCESSIBILITY OF ELECTRONIC AND INFORMATION TECHNOLOGY:

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

In accordance with 36 CFR, 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:

_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 
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 _X__ 603.1 _X__ 603.2 _X__ 603.3 

(End of clause)

IR1052.239.9002 Section 508 Services (Dec 2019)

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__ 702.1 ___ 702.2 ___ 702.3 ___ 702.4 ___ 702.5 ___ 702.6 ___ 702.7 ___ 

702.8 ___ 702.9 _X__ 702.10 

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)

IR1052.239-9003 Section 508 Accessibility of Information 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 
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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__ 701 General 

 _X__ 701.1 

_X__ 702 Incorporation by Reference 

_X__ 702.1 ___ 702.2 ___ 702.3 ___ 702.4 ___ 702.5 ___ 702.6 ___ 702.7 ___ 

702.8 ___ 702.9 _X__ 702.10 

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.11 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

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)(1)(A) of Pub. L. 115-232).
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(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.]

__ (1) 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 of 2009 (June 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 (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 

(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. (Oct 2015) (31 U.S.C. 6101 note). 

X (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 (Nov 2011) (15 

U.S.C. 657a). 

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

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

__ (ii) Alternate I (Oct 1995) of 52.219-7. 

__ (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 2016) of 52.219-9. 

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

__ (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)(14)). 

__ (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)).
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__ (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)(5)(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 60-300.5(a)” shall be interpreted to 

exclude in full paragraphs 2-7, 9-10, and 12 of 41 CFR 60-300.5(a), and the phrase “take 

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

CFR 60-300.5(a). 

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

793). 

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

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 60-741.5(a)” shall be 

interpreted to exclude in full paragraphs 4-5 and 7 of 41 CFR 60-741.5(a), and the phrase 

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

and to” from paragraph 1 of 41 CFR 60-741.5(a). 
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__ (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. 13627). 

__ (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 of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 

13423 and 13514). 

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

__ (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 

and 13514). 

__ (ii) Alternate I (Jun 2014) of 52.223-14. 

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

8259b). 

__ (41)(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. 
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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) of 52.224-3. 

__ (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, 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. 

__ (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). 

__ (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)). 
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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 1996) (5 U.S.C. 552a). 

__ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)). 

__ (60)(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) 52.222-17, 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). 

__ (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). 
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__ (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)(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 (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

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)(1)(A) of Pub. L. 115-232).
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(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 (l) 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)(5)(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 60-300.5(a)” shall be interpreted to 

exclude in full paragraphs 2-7, 9-10, and 12 of 41 CFR 60-300.5(a), and the phrase “take 

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

CFR 60-300.5(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 60-741.5(a)” shall be 

interpreted to exclude in full paragraphs 4-5 and 7 of 41 CFR 60-741.5(a), and the phrase 

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

and to” from paragraph 1 of 41 CFR 60-741.5(a). 

(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).
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(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.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)

--End of Section C--

SECTION D – CONTRACT ATTACHMENTS

[This Section Reserved] 

--End of Section D--

SECTION E – SOLICITATION PROVISIONS
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The following provisions are applicable to this requirement. Areas highlighted in yellow must be 

completed by the contractor and a copy of the complete provision submitted with their offer. 

E.1 FAR 52.252-1 - Solicitation Provisions Incorporated by Reference (Feb 1998)

This solicitation incorporates one or more solicitation provisions 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. 

The offeror is cautioned that the listed provisions may include blocks that must be completed by 

the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those 

provisions, the offeror may identify the provision by paragraph identifier and provide the 

appropriate information with its quotation or offer. Also, the full text of a solicitation provision 

may be accessed electronically at address: https://www.acquisition.gov/content/regulations 

(End of provision) 

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) PROVISIONS

Number Title Date

52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT 

REQUIRE CERTAIN INTERNAL CONFIDENTIALITY 

AGREEMENTS – REPRESENTATION

JAN 2017

52.204-7 SYSTEM FOR AWARD MANAGEMENT

E.2 FAR 52.204-24 - Representation Regarding Certain Telecommunications and Video

Surveillance Services or Equipment (Dec 2019)

The Offeror shall not complete the representation in this provision if the Offeror has represented 

that it “does not provide covered telecommunications equipment or services as a part of its 

offered products or services to the Government in the performance of any contract, subcontract, 

or other contractual instrument” in the provision at 52.204-26, Covered Telecommunications 

Equipment or Services-Representation, or in paragraph (v) of the provision at 52.212-3, Offeror 

Representations and Certifications-Commercial Items. 

(a) Definitions. As used in this provision—

“Covered telecommunications equipment or services”, “critical technology”, and “substantial or 

essential component” have the meanings provided in clause 52.204-25, Prohibition on 

Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization

Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after

August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or

obtain, any equipment, system, or service that uses covered telecommunications equipment or
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services as a substantial or essential component of any system, or as critical technology as part of 

any system. Contractors are not prohibited from providing— 

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or

interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit

visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award

Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards

for “covered telecommunications equipment or services”.

(d) Representation. The Offeror represents that it [_] will, [_] will not provide covered

telecommunications equipment or services to the Government in the performance of any

contract, subcontract or other contractual instrument resulting from this solicitation.

(e) Disclosures. If the Offeror has represented in paragraph (d) of this provision that it “will”

provide covered telecommunications equipment or services”, the Offeror shall provide the

following information as part of the offer—

(1) A description of all covered telecommunications equipment and services offered (include

brand; model number, such as original equipment manufacturer (OEM) number, manufacturer

part number, or wholesaler number; and item description, as applicable);

(2) Explanation of the proposed use of covered telecommunications equipment and services and

any factors relevant to determining if such use would be permissible under the prohibition in

paragraph (b) of this provision;

(3) For services, the entity providing the covered telecommunications services (include entity

name, unique entity identifier, and Commercial and Government Entity (CAGE) code, if

known); and

(4) For equipment, the entity that produced the covered telecommunications equipment (include

entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a

distributor, if known).

(End of provision) 

E.3 FAR 52.209-7 - Information Regarding Responsibility Matters (Oct 2018)

(a) Definitions. As used in this provision—

“Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order

to make a determination of fault or liability (e.g., Securities and Exchange Commission

Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed

Services Board of Contract Appeals Proceedings). This includes administrative proceedings at
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the Federal and State level but only in connection with performance of a Federal contract or 

grant. It does not include agency actions such as contract audits, site visits, corrective plans, or 

inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means— 

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinitedelivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and

multiple-award Schedules).

“Principal” means an officer, director, owner, partner, or a person having primary management 

or supervisory responsibilities within a business entity (e.g., general manager; plant manager; 

head of a division or business segment; and similar positions). 

(b) The offeror [_] has [X] does not have current active Federal contracts and grants with total

value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by

submission of this offer, that the information it has entered in the Federal Awardee Performance

and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of

submission of this offer with regard to the following information: 

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in

connection with the award to or performance by the offeror of a Federal contract or grant, been

the subject of a proceeding, at the Federal or State level that resulted in any of the following

dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary

fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in–

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or

compromise with an acknowledgment of fault by the Contractor if the proceeding could have led

to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.
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(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1)

of this provision, whether the offeror has provided the requested information with regard to each

occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this

provision in FAPIIS as required through maintaining an active registration in the System for

Award Management, which can be accessed viahttps://www.sam.gov (see 52.204-7).

(End of Provision)

E.4 FAR 52.212-3 Offeror Representations and Certifications – Commercial Items (Dec

2019) 

The Offeror shall complete only paragraph (b) of this provision if the Offeror has completed the 

annual representations and certification electronically in the System for Award Management 

(SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual 

representations and certifications electronically, the Offeror shall complete only paragraphs (c) 

through (v)) of this provision. 

(a) Definitions. As used in this provision--

“Covered telecommunications equipment or services” has the meaning provided in the clause 

52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance 

Services or Equipment. 

“Economically disadvantaged women-owned small business (EDWOSB) concern” means a 

small business concern that is at least 51 percent directly and unconditionally owned by, and the 

management and daily business operations of which are controlled by, one or more women who 

are citizens of the United States and who are economically disadvantaged in accordance with 13 

CFR part 127. It automatically qualifies as a women-owned small business eligible under the 

WOSB Program.

“Forced or indentured child labor” means all work or service— 

(1) Exacted from any person under the age of 18 under the menace of any penalty for its

nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of

which can be accomplished by process or penalties.

“Highest-level owner” means the entity that owns or controls an immediate owner of the offeror, 

or that owns or controls one or more entities that control an immediate owner of the offeror. No 

entity owns or exercises control of the highest-level owner. 

“Immediate owner” means an entity, other than the offeror, that has direct control of the offeror. 

Indicators of control include, but are not limited to, one or more of the following: ownership or 
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interlocking management, identity of interests among family members, shared facilities and 

equipment, and the common use of employees. 

“Inverted domestic corporation”, means a foreign incorporated entity that meets the definition of 

an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and 

definitions of 6 U.S.C. 395(c). 

“Manufactured end product” means any end product in product and service codes (PSCs) 1000-

9999, except— 

(1) PSC 5510, Lumber and Related Basic Wood Materials;

(2) Product or Service Group (PSG) 87, Agricultural Supplies;

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

(5) PSC 9410, Crude Grades of Plant Materials;

(6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) PSC 9610, Ores;

(9) PSC 9620, Minerals, Natural and Synthetic; and

(10) PSC 9630, Additive Metal Materials.

“Place of manufacture” means the place where an end product is assembled out of components, 

or otherwise made or processed from raw materials into the finished product that is to be 

provided to the Government. If a product is disassembled and reassembled, the place of 

reassembly is not the place of manufacture.

“Predecessor” means an entity that is replaced by a successor and includes any predecessors of 

the predecessor.

“Restricted business operations” means business operations in Sudan that include power 

production activities, mineral extraction activities, oil-related activities, or the production of 

military equipment, as those terms are defined in the Sudan Accountability and Divestment Act 

of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that 

the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act 

of 2007) conducting the business can demonstrate— 

(1) Are conducted under contract directly and exclusively with the regional government of

southern Sudan;
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(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control

in the Department of the Treasury, or are expressly exempted under Federal law from the

requirement to be conducted under such authorization;

(3) Consist of providing goods or services to marginalized populations of Sudan;

(4) Consist of providing goods or services to an internationally recognized peacekeeping force

or humanitarian organization;

(5) Consist of providing goods or services that are used only to promote health or education; or

(6) Have been voluntarily suspended.

“Sensitive technology”— 

(1) Means hardware, software, telecommunications equipment, or any other technology that is to

be used specifically—

(i) To restrict the free flow of unbiased information in Iran; or

(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

(2) Does not include information or informational materials the export of which the President

does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the

International Emergency Economic Powers Act (50 U.S.C. 1702(b)(3)).

“Service-disabled veteran-owned small business concern”— 

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in

the case of any publicly owned business, not less than 51 percent of the stock of which is owned

by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more

service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe

disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability

that is service connected, as defined in 38 U.S.C. 101(16).

“Small business concern” means a concern, including its affiliates, that is independently owned

and operated, not dominant in the field of operation in which it is bidding on Government

contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and size

standards in this solicitation.
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“Small disadvantaged business concern”, consistent with13 CFR 124.1002, means a small 

business concern under the size standard applicable to the acquisition, that— 

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105)

by—

(i) One or more socially disadvantaged (as defined at13 CFR 124.103) and economically

disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States;

and

(ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000

after taking into account the applicable exclusions set forth at 13 CFR124.104(c)(2); and

(2) The management and daily business operations of which are controlled (as defined at

13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this

definition.

“Subsidiary” means an entity in which more than 50 percent of the entity is owned— 

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation

“Successor” means an entity that has replaced a predecessor by acquiring the assets and carrying 

out the affairs of the predecessor under a new name (often through acquisition or merger). The 

term “successor” does not include new offices/divisions of the same company or a company that 

only changes its name. The extent of the responsibility of the successor for the liabilities of the 

predecessor may vary, depending on State law and specific circumstances.

“Veteran-owned small business concern” means a small business concern— 

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C.

101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of

which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more

veterans.

“Women-owned small business (WOSB) concern eligible under the WOSB Program” (in 

accordance with 13 CFR part 127), means a small business concern that is at least 51 percent 

directly and unconditionally owned by, and the management and daily business operations of 

which are controlled by, one or more women who are citizens of the United States.

Women-owned small business concern means a small business concern— 
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(1) That is at least 51 percent owned by one or more women; or, in the case of any publicly

owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

(b) (1) Annual Representations and Certifications. Any changes provided by the Offeror in

paragraph (b)(2) of this provision do not automatically change the representations and

certifications in SAM.

(2) The offeror has completed the annual representations and certifications electronically in

SAM accessed through http://www.sam.gov. After reviewing SAM information, the Offeror

verifies by submission of this offer that the representations and certifications currently posted

electronically at FAR 52.212-3, Offeror Representations and Certifications-Commercial Items,

have been entered or updated in the last 12 months, are current, accurate, complete, and

applicable to this solicitation (including the business size standard applicable to the NAICS code

referenced for this solicitation), at the time this offer is submitted and are incorporated in this

offer by reference (see FAR 4.1201), except for paragraphs ______________.

[Offeror to identify the applicable paragraphs at (c) through (v) of this provision that the offeror 

has completed for the purposes of this solicitation only, if any. 

These amended representation(s) and/or certification(s) are also incorporated in this offer and are 

current, accurate, and complete as of the date of this offer. 

Any changes provided by the offeror are applicable to this solicitation only, and do not result in 

an update to the representations and certifications posted electronically on SAM.]

(c) Offerors must complete the following representations when the resulting contract will be

performed in the United States or its outlying areas. Check all that apply.

(1) Small business concern. The offeror represents as part of its offer that it [_] is, [X] is not a

small business concern.

(2) Veteran-owned small business concern. [Complete only if the offeror represented itself as a

small business concern in paragraph (c)(1) of this provision.] The offeror represents as part of its

offer that it [_] is, [_] is not a veteran-owned small business concern.

(3) Service-disabled veteran-owned small business concern. [Complete only if the offeror

represented itself as a veteran-owned small business concern in paragraph (c)(2) of this

provision.] The offeror represents as part of its offer that it [_] is, [_] is not a service-disabled

veteran-owned small business concern.

(4) Small disadvantaged business concern. [Complete only if the offeror represented itself as a

small business concern in paragraph (c)(1) of this provision.] The offeror represents, that it [_]

is,[_] is not a small disadvantaged business concern as defined in 13 CFR124.1002.
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(5) Women-owned small business concern. [Complete only if the offeror represented itself as a

small business concern in paragraph (c)(1) of this provision.] The offeror represents that it [_] is,

[_] is not a women-owned small business concern.

(6) WOSB concern eligible under the WOSB Program. [Complete only if the offeror

represented itself as a women-owned small business concern in paragraph (c)(5) of this

provision.] The offeror represents that-

(i) It [_] is, [_] is not a WOSB concern eligible under the WOSB Program, has provided all the

required documents to the WOSB Repository, and no change in circumstances or adverse

decisions have been issued that affects its eligibility; and

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13 CFR part 127,

and the representation in paragraph (c)(6)(i) of this provision is accurate for each WOSB concern

eligible under the WOSB Program participating in the joint venture. [The offeror shall enter the

name or names of the WOSB concern eligible under the WOSB Program and other small

businesses that are participating in the joint venture: __________.] Each WOSB concern eligible

under the WOSB Program participating in the joint venture shall submit a separate signed copy

of the WOSB representation.

(7) Economically disadvantaged women-owned small business (EDWOSB) concern. [Complete

only if the offeror represented itself as a WOSB concern eligible under the WOSB Program in

(c)(6) of this provision.] The offeror represents that-

(i) It [_] is, [_] is not an EDWOSB concern, has provided all the required documents to the

WOSB Repository, and no change in circumstances or adverse decisions have been issued that

affects its eligibility; and

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13 CFR part 127,

and the representation in paragraph (c)(7)(i) of this provision is accurate for each EDWOSB

concern participating in the joint venture. [The offeror shall enter the name or names of the

EDWOSB concern and other small businesses that are participating in the joint venture:

__________.] Each EDWOSB concern participating in the joint venture shall submit a separate

signed copy of the EDWOSB representation.

Note: Complete paragraphs (c)(8) and (c)(9) only if this solicitation is expected to exceed the 

simplified acquisition threshold.

(8) Women-owned business concern (other than small business concern). [Complete only if the

offeror is a women-owned business concern and did not represent itself as a small business

concern in paragraph (c)(1) of this provision.] The offeror represents that it [_] is a womenowned business concern.

(9) Tie bid priority for labor surplus area concerns. If this is an invitation for bid, small business

offerors may identify the labor surplus areas in which costs to be incurred on account of

manufacturing or production (by offeror or first-tier subcontractors) amount to more than 50

percent of the contract price:____________________________________
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(10) HUBZone small business concern. [Complete only if the offeror represented itself as a

small business concern in paragraph (c)(1) of this provision.] The offeror represents, as part of its

offer, that–

(i) It [_] is, [_] is not a HUBZone small business concern listed, on the date of this

representation, on the List of Qualified HUBZone Small Business Concerns maintained by the

Small Business Administration, and no material changes in ownership and control, principal

office, or HUBZone employee percentage have occurred since it was certified in accordance with

13 CFR Part 126; and

(ii) It [_] is, [_] is not a HUBZone joint venture that complies with the requirements of 13 CFR

Part 126, and the representation in paragraph (c)(10)(i) of this provision is accurate for each

HUBZone small business concern participating in the HUBZone joint venture. [The offeror shall

enter the names of each of the HUBZone small business concerns participating in the HUBZone

joint venture: __________.] Each HUBZone small business concern participating in the

HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

(d) Representations required to implement provisions of Executive Order11246-

(1) Previous contracts and compliance. The offeror represents that-

(i) It [_] has, [X] has not participated in a previous contract or subcontract subject to the 

Equal Opportunity clause of this solicitation; and

(ii) It [_] has, [_] has not filed all required compliance reports. 

(2) Affirmative Action Compliance. The offeror represents that-

(i) It [_] has developed and has on file, [_] has not developed and does not have on file, at each

establishment, affirmative action programs required by rules and regulations of the Secretary of

Labor (41 CFR parts 60-1 and 60-2), or

(ii) It [X] has not previously had contracts subject to the written affirmative action programs

requirement of the rules and regulations of the Secretary of Labor. 

(e) Certification Regarding Payments to Influence Federal Transactions (31 U.S.C. 1352).

(Applies only if the contract is expected to exceed $150,000.) By submission of its offer, the

offeror certifies to the best of its knowledge and belief that no Federal appropriated funds have

been paid or will be paid to any person for influencing or attempting to influence an officer or

employee of any agency, a Member of Congress, an officer or employee of Congress or an

employee of a Member of Congress on his or her behalf in connection with the award of any

resultant contract. If any registrants under the Lobbying Disclosure Act of 1995 have made a

lobbying contact on behalf of the offeror with respect to this contract, the offeror shall complete

and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to
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provide the name of the registrants. The offeror need not report regularly employed officers or 

employees of the offeror to whom payments of reasonable compensation were made.

(f) Buy American Certificate. (Applies only if the clause at Federal Acquisition Regulation

(FAR) 52.225-1, Buy American – Supplies, is included in this solicitation.)

(1) The offeror certifies that each end product, except those listed in paragraph (f)(2) of this

provision, is a domestic end product and that for other than COTS items, the offeror has

considered components of unknown origin to have been mined, produced, or manufactured

outside the United States. The offeror shall list as foreign end products those end products

manufactured in the United States that do not qualify as domestic end products, i.e., an end

product that is not a COTS item and does not meet the component test in paragraph (2) of the

definition of “domestic end product.” The terms “commercially available off-the-shelf (COTS)

item,” “component,” “domestic end product,” “end product,” “foreign end product,” and “United

States” are defined in the clause of this solicitation entitled “Buy American—Supplies.”

(2) Foreign End Products:

LINE ITEM NO. COUNTRY OF ORIGIN

[List as necessary]

(3) The Government will evaluate offers in accordance with the policies and procedures of FAR

Part 25.

(g)(1) Buy American -- Free Trade Agreements -- Israeli Trade Act Certificate. (Applies only if 

the clause at FAR 52.225-3, Buy American -- Free Trade Agreements -- Israeli Trade Act, is 

included in this solicitation.) 

(i) The offeror certifies that each end product, except those listed in paragraph (g)(1)(ii) or

(g)(1)(iii) of this provision, is a domestic end product and that for other than COTS items, the

offeror has considered components of unknown origin to have been mined, produced, or

manufactured outside the United States. The terms “Bahrainian, Moroccan, Omani, Panamanian,

or Peruvian end product,” “commercially available off-the-shelf (COTS) item,” “component,”

“domestic end product,” “end product,” “foreign end product,” “Free Trade Agreement country,”

“Free Trade Agreement country end product,” “Israeli end product,” and “United States” are

defined in the clause of this solicitation entitled “Buy American--Free Trade Agreements--Israeli

Trade Act.”

(ii) The offeror certifies that the following supplies are Free Trade Agreement country end

products (other than Bahrainian, Moroccan, Omani, Panamanian, or Peruvian end products) or

Israeli end products as defined in the clause of this solicitation entitled “Buy American—Free

Trade Agreements—Israeli Trade Act”:
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Free Trade Agreement Country End Products (Other than Bahrainian, Moroccan, Omani, 

Panamanian, or Peruvian End Products) or Israeli End Products: 

LINE ITEM NO. COUNTRY OF ORIGIN

[List as necessary]

(iii) The offeror shall list those supplies that are foreign end products (other than those listed in

paragraph (g)(1)(ii) of this provision) as defined in the clause of this solicitation entitled “Buy

American-Free Trade Agreements-Israeli Trade Act.” The offeror shall list as other foreign end

products those end products manufactured in the United States that do not qualify as domestic

end products, i.e., an end product that is not a COTS item and does not meet the component test

in paragraph (2) of the definition of “domestic end product.”

Other Foreign End Products:

LINE ITEM NO. COUNTRY OF ORIGIN

[List as necessary]

(iv) The Government will evaluate offers in accordance with the policies and procedures of FAR

part 25.

(2) Buy American-Free Trade Agreements-Israeli Trade Act Certificate, Alternate I. If Alternate

I to the clause at FAR 52.225-3 is included in this solicitation, substitute the following paragraph

(g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:

(g)(1)(ii) The offeror certifies that the following supplies are Canadian end products as defined in

the clause of this solicitation entitled “Buy American-Free Trade Agreements-Israeli Trade Act”:

Canadian End Products:

Line Item No.:

___________________________________________

[List as necessary]
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(3) Buy American-Free Trade Agreements-Israeli Trade Act Certificate, Alternate II. If

Alternate II to the clause at FAR 52.225-3 is included in this solicitation, substitute the following

paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:

(g)(1)(ii) The offeror certifies that the following supplies are Canadian end products or Israeli 

end products as defined in the clause of this solicitation entitled “Buy American-Free Trade 

Agreements-Israeli Trade Act”:

Canadian or Israeli End Products:

LINE ITEM NO. COUNTRY OF ORIGIN

[List as necessary]

(4) Buy American-Free Trade Agreements-Israeli Trade Act Certificate, Alternate III. If

Alternate III to the clause at 52.225-3 is included in this solicitation, substitute the following

paragraph (g)(1)(ii) for paragraph (g)(1)(ii) of the basic provision:

(g)(1)(ii) The offeror certifies that the following supplies are Free Trade Agreement country end 

products (other than Bahrainian, Korean, Moroccan, Omani, Panamanian, or Peruvian end 

products) or Israeli end products as defined in the clause of this solicitation entitled “Buy 

American-Free Trade Agreements-Israeli Trade Act”:

Free Trade Agreement Country End Products (Other than Bahrainian, Korean, Moroccan, 

Omani, Panamanian, or Peruvian End Products) or Israeli End Products: 

LINE ITEM NO. COUNTRY OF ORIGIN

[List as necessary]

(5) Trade Agreements Certificate. (Applies only if the clause at FAR 52.225-5, Trade

Agreements, is included in this solicitation.)

(i) The offeror certifies that each end product, except those listed in paragraph (g)(5)(ii) of this

provision, is a U.S.-made or designated country end product, as defined in the clause of this

solicitation entitled “Trade Agreements.”

(ii) The offeror shall list as other end products those end products that are not U.S.-made or

designated country end products.
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Other End Products: 

LINE ITEM NO. COUNTRY OF ORIGIN

[List as necessary]

(iii) The Government will evaluate offers in accordance with the policies and procedures of

FAR part 25. For line items covered by the WTO GPA, the Government will evaluate offers of

U.S.-made or designated country end products without regard to the restrictions of the Buy

American statute. The Government will consider for award only offers of U.S.-made or

designated country end products unless the Contracting Officer determines that there are no

offers for such products or that the offers for such products are insufficient to fulfill the

requirements of the solicitation.

(h) Certification Regarding Responsibility Matters (Executive Order 12689). (Applies only if

the contract value is expected to exceed the simplified acquisition threshold.) The offeror

certifies, to the best of its knowledge and belief, that the offeror and/or any of its principals–

(1) [_] Are, [_] are not presently debarred, suspended, proposed for debarment, or declared

ineligible for the award of contracts by any Federal agency;

(2) [_] Have, [_] have not, within a three-year period preceding this offer, been convicted of or

had a civil judgment rendered against them for: commission of fraud or a criminal offense in

connection with obtaining, attempting to obtain, or performing a Federal, state or local

government contract or subcontract; violation of Federal or state antitrust statutes relating to the

submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or

destruction of records, making false statements, tax evasion, violating Federal criminal tax laws,

or receiving stolen property;

(3) [_] Are, [_] are not presently indicted for, or otherwise criminally or civilly charged by a

Government entity with, commission of any of these offenses enumerated in paragraph (h)(2) of

this clause; and

(4) [_] Have, [_] have not, within a three-year period preceding this offer, been notified of any

delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains

unsatisfied.

(i) Taxes are considered delinquent if both of the following criteria apply:

(A) The tax liability is finally determined. The liability is finally determined if it has been
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assessed. A liability is not finally determined if there is a pending administrative or judicial 

challenge. In the case of a judicial challenge to the liability, the liability is not finally determined 

until all judicial appeal rights have been exhausted.

(B) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has

failed to pay the tax liability when full payment was due and required. A taxpayer is not

delinquent in cases where enforced collection action is precluded.

(ii) Examples.

(A) The taxpayer has received a statutory notice of deficiency, under I.R.C. §6212, which

entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a

delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review,

this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights.

(B) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and

the taxpayer has been issued a notice under I.R.C. §6320 entitling the taxpayer to request a

hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax

Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is

entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity

to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should

the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has

exercised all judicial appeal rights.

(C) The taxpayer has entered into an installment agreement pursuant to I.R.C. §6159. The

taxpayer is making timely payments and is in full compliance with the agreement terms. The

taxpayer is not delinquent because the taxpayer is not currently required to make full payment.

(D) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because

enforced collection action is stayed under 11 U.S.C. §362 (the Bankruptcy Code).

(i) Certification Regarding Knowledge of Child Labor for Listed End Products (Executive Order

13126). [The Contracting Officer must list in paragraph (i)(1) any end products being acquired

under this solicitation that are included in the List of Products Requiring Contractor Certification

as to Forced or Indentured Child Labor, unless excluded at 22.1503(b).]

(1) Listed end products.

Listed End Product Listed Countries of Origin

(2) Certification. [If the Contracting Officer has identified end products and countries of origin
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in paragraph (i)(1) of this provision, then the offeror must certify to either (i)(2)(i) or (i)(2)(ii) by 

checking the appropriate block.] 

(i) The offeror will not supply any end product listed in paragraph (i)(1) of this provision that

was mined, produced, or manufactured in the corresponding country as listed for that product.

(ii) The offeror may supply an end product listed in paragraph (i)(1) of this provision that was

mined, produced, or manufactured in the corresponding country as listed for that product. The

offeror certifies that it has made a good faith effort to determine whether forced or indentured

child labor was used to mine, produce, or manufacture any such end product furnished under this

contract. On the basis of those efforts, the offeror certifies that it is not aware of any such use of

child labor.

(j) Place of manufacture. (Does not apply unless the solicitation is predominantly for the

acquisition of manufactured end products.) For statistical purposes only, the offeror shall indicate

whether the place of manufacture of the end products it expects to provide in response to this

solicitation is predominantly-

(1) [_] In the United States (Check this box if the total anticipated price of offered end products

manufactured in the United States exceeds the total anticipated price of offered end products

manufactured outside the United States); or

(2) [_] Outside the United States.

(k) Certificates regarding exemptions from the application of the Service Contract Labor

Standards (Certification by the offeror as to its compliance with respect to the contract also

constitutes its certification as to compliance by its subcontractor if it subcontracts out the exempt

services.) [The contracting officer is to check a box to indicate if paragraph (k)(1) or (k)(2)

applies.]

(1) Maintenance, calibration, or repair of certain equipment as described in FAR 22.1003-

4(c)(1). The offeror [_] does [_] does not certify that–

(i) The items of equipment to be serviced under this contract are used regularly for other than

Governmental purposes and are sold or traded by the offeror (or subcontractor in the case of an

exempt subcontract) in substantial quantities to the general public in the course of normal

business operations;

(ii) The services will be furnished at prices which are, or are based on, established catalog or

market prices (see FAR 22.1003-4(c)(2)(ii)) for the maintenance, calibration, or repair of such

equipment; and

(iii) The compensation (wage and fringe benefits) plan for all service employees performing

work under the contract will be the same as that used for these employees and equivalent

employees servicing the same equipment of commercial customers.
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(2) Certain services as described in FAR 22.1003-4(d)(1). The offeror [_] does [_] does not

certify that-

(i) The services under the contract are offered and sold regularly to non-Governmental

customers, and are provided by the offeror (or subcontractor in the case of an exempt

subcontract) to the general public in substantial quantities in the course of normal business

operations;

(ii) The contract services will be furnished at prices that are, or are based on, established catalog

or market prices (see FAR 22.1003-4(d)(2)(iii));

(iii) Each service employee who will perform the services under the contract will spend only a

small portion of his or her time (a monthly average of less than 20 percent of the available hours

on an annualized basis, or less than 20 percent of available hours during the contract period if the

contract period is less than a month) servicing the Government contract; and

(iv) The compensation (wage and fringe benefits) plan for all service employees performing

work under the contract is the same as that used for these employees and equivalent employees

servicing commercial customers.

(3) If paragraph (k)(1) or (k)(2) of this clause applies–

(i) If the offeror does not certify to the conditions in paragraph (k)(1) or (k)(2) and the

Contracting Officer did not attach a Service Contract Labor Standards wage determination to the

solicitation, the offeror shall notify the Contracting Officer as soon as possible; and

(ii) The Contracting Officer may not make an award to the offeror if the offeror fails to execute

the certification in paragraph (k)(1) or (k)(2) of this clause or to contact the Contracting Officer

as required in paragraph (k)(3)(i) of this clause.

(l) Taxpayer Identification Number (TIN) (26 U.S.C. 6109, 31 U.S.C. 7701). (Not applicable if

the offeror is required to provide this information to the SAM to be eligible for award.)

(1) All offerors must submit the information required in paragraphs (l)(3) through (l)(5) of this

provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d),

reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations

issued by the Internal Revenue Service (IRS).

(2) The TIN may be used by the Government to collect and report on any delinquent amounts

arising out of the offeror’s relationship with the Government (31 U.S.C. 7701(c)(3)). If the

resulting contract is subject to the payment reporting requirements described in FAR 4.904, the

TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror’s

TIN.

(3) Taxpayer Identification Number (TIN).
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[_] TIN:_____________________.

[_] TIN has been applied for.

[_] TIN is not required because:

[_] Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have 

income effectively connected with the conduct of a trade or business in the United States and 

does not have an office or place of business or a fiscal paying agent in the United States;

[_] Offeror is an agency or instrumentality of a foreign government;

[_] Offeror is an agency or instrumentality of the Federal Government;

(4) Type of organization.

[_] Sole proprietorship;

[_] Partnership;

[_] Corporate entity (not tax-exempt);

[_] Corporate entity (tax-exempt);

[_] Government entity (Federal, State, or local);

[_] Foreign government;

[_] International organization per 26 CFR 1.6049-4;

[_] Other ____________________.

(5) Common parent.

[_] Offeror is not owned or controlled by a common parent:

[_] Name and TIN of common parent:

Name ____________________________________

TIN ______________________________________

(m) Restricted business operations in Sudan. By submission of its offer, the offeror certifies that 

the offeror does not conduct any restricted business operations in Sudan.

(n) Prohibition on Contracting with Inverted Domestic Corporations.
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(1) Government agencies are not permitted to use appropriated (or otherwise made available)

funds for contracts with either an inverted domestic corporation, or a subsidiary of an inverted

domestic corporation, unless the exception at 9.108-2(b) applies or the requirement is waived in

accordance with the procedures at 9.108-4.

(2) Representation. The Offeror represents that–

(i) It [_] is, [X] is not an inverted domestic corporation; and

(ii) It [_] is, [X] is not a subsidiary of an inverted domestic corporation.

(o) Prohibition on contracting with entities engaging in certain activities or transactions relating

to Iran.

(1) The offeror shall e-mail questions concerning sensitive technology to the Department of

State at CISADA106@state.gov.

(2) Representation and Certifications. Unless a waiver is granted or an exception applies as

provided in paragraph (o)(3) of this provision, by submission of its offer, the offeror-

(i) Represents, to the best of its knowledge and belief, that the offeror does not export any

sensitive technology to the government of Iran or any entities or individuals owned or controlled

by, or acting on behalf or at the direction of, the government of Iran;

(ii) Certifies that the offeror, or any person owned or controlled by the offeror, does not engage

in any activities for which sanctions may be imposed under section 5 of the Iran Sanctions Act;

and

(iii) Certifies that the offeror, and any person owned or controlled by the offeror, does not

knowingly engage in any transaction that exceeds $3,500 with Iran’s Revolutionary Guard Corps

or any of its officials, agents, or affiliates, the property and interests in property of which are

blocked pursuant to the International Emergency Economic Powers Act (et seq.) (see OFAC’s

Specially Designated Nationals and Blocked Persons List at https://www.treasury.gov/resourcecenter/sanctions/SDN-List/Pages/default.aspx).

(3) The representation and certification requirements of paragraph (o)(2) of this provision do not

apply if-

(i) This solicitation includes a trade agreements certification (e.g., 52.212-3(g) or a comparable

agency provision); and

(ii) The offeror has certified that all the offered products to be supplied are designated country

end products.

(p) Ownership or Control of Offeror. (Applies in all solicitations when there is a requirement to

be registered in SAM or a requirement to have a unique entity identifier in the solicitation).
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(1) The Offeror represents that it [_] has or [X] does not have an immediate owner. If the Offeror

has more than one immediate owner (such as a joint venture), then the Offeror shall respond to

paragraph (2) and if applicable, paragraph (3) of this provision for each participant in the joint

venture.

(2) If the Offeror indicates “has” in paragraph (p)(1) of this provision, enter the following

information:

Immediate owner CAGE code: _____________________________________________

Immediate owner legal name: ______________________________________________

(Do not use a “doing business as” name)

Is the immediate owner owned or controlled by another entity:

[_] Yes or [_] No.

(3) If the Offeror indicates “yes” in paragraph (p)(2) of this provision, indicating that the

immediate owner is owned or controlled by another entity, then enter the following information:

Highest level owner CAGE code: _____________________________________________

Highest level owner legal name: ______________________________________________

(Do not use a “doing business as” name)

(q) Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction

under any Federal Law.

(1) As required by sections 744 and 745 of Division E of the Consolidated and Further

Continuing Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in

subsequent appropriations acts, The Government will not enter into a contract with any

corporation that–

(i) Has any unpaid Federal tax liability that has been assessed, for which all judicial and

administrative remedies have been exhausted or have lapsed, and that is not being paid in a

timely manner pursuant to an agreement with the authority responsible for collecting the tax

liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has

considered suspension or debarment of the corporation and made a determination that suspension

or debarment is not necessary to protect the interests of the Government; or

(ii) Was convicted of a felony criminal violation under any Federal law within the preceding 24

months, where the awarding agency is aware of the conviction, unless an agency has considered

suspension or debarment of the corporation and made a determination that this action is not

necessary to protect the interests of the Government.
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(2) The Offeror represents that–

(i) It is [_] is not [X] a corporation that has any unpaid Federal tax liability that has been 

assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, 

and that is not being paid in a timely manner pursuant to an agreement with the authority 

responsible for collecting the tax liability; and

(ii) It is [_] is not [X] a corporation that was convicted of a felony criminal violation under a

Federal law within the preceding 24 months. 

(r) Predecessor of Offeror. (Applies in all solicitations that include the provision at 52.204-16,

Commercial and Government Entity Code Reporting.)

(1) The Offeror represents that it [_] is or [_] is not a successor to a predecessor that held a

Federal contract or grant within the last three years.

(2) If the Offeror has indicated “is” in paragraph (r)(1) of this provision, enter the following

information for all predecessors that held a Federal contract or grant within the last three years (if

more than one predecessor, list in reverse chronological order):

Predecessor CAGE code: (or mark “Unknown”). 

Predecessor legal name: ________________________.

(Do not use a “doing business as” name). 

(s) [Reserved].

(t) Public Disclosure of Greenhouse Gas Emissions and Reduction Goals. Applies in all

solicitations that require offerors to register in SAM (12.301(d)(1)).

(1) This representation shall be completed if the Offeror received $7.5 million or more in

contract awards in the prior Federal fiscal year. The representation is optional if the Offeror

received less than $7.5 million in Federal contract awards in the prior Federal fiscal year.

(2) Representation. [Offeror to check applicable block(s) in paragraph (t)(2)(i) and (ii)].

(i) The Offeror (itself or through its immediate owner or highest-level owner) [_] does, [_] does

not publicly disclose greenhouse gas emissions, i.e., makes available on a publicly accessible

website the results of a greenhouse gas inventory, performed in accordance with an accounting

standard with publicly available and consistently applied criteria, such as the Greenhouse Gas

Protocol Corporate Standard.

(ii) The Offeror (itself or through its immediate owner or highest-level owner) [_] does, [_] does

not publicly disclose a quantitative greenhouse gas emissions reduction goal, i.e., make available
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on a publicly accessible website a target to reduce absolute emissions or emissions intensity by a 

specific quantity or percentage. 

(iii) A publicly accessible website includes the Offeror's own website or a recognized, third-party

greenhouse gas emissions reporting program.

(3) If the Offeror checked “does” in paragraphs (t)(2)(i) or (t)(2)(ii) of this provision,

respectively, the Offeror shall provide the publicly accessible website(s) where greenhouse gas

emissions and/or reduction goals are reported: _________________.

(u) (1) In accordance with 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), Government agencies

are not permitted to use appropriated (or otherwise made available) funds for contracts with an

entity that requires employees or subcontractors of such entity seeking to report waste, fraud, or

abuse to sign internal confidentiality agreements or statements prohibiting or otherwise

restricting such employees or subcontractors from lawfully reporting such waste, fraud, or abuse

to a designated investigative or law enforcement representative of a Federal department or

agency authorized to receive such information.

(2) The prohibition in paragraph (u)(1) of this provision does not contravene requirements

applicable to Standard Form 312 (Classified Information Nondisclosure Agreement), Form 4414

(Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a

Federal department or agency governing the nondisclosure of classified information.

(3) Representation. By submission of its offer, the Offeror represents that it will not require its

employees or subcontractors to sign or comply with internal confidentiality agreements or

statements prohibiting or otherwise restricting such employees or subcontractors from lawfully

reporting waste, fraud, or abuse related to the performance of a Government contract to a

designated investigative or law enforcement representative of a Federal department or agency

authorized to receive such information (e.g., agency Office of the Inspector General).

(v) Covered Telecommunications Equipment or Services-Representation. Section 889(a)(1)(A)

of Public Law 115-232.

(1) The Offeror shall review the list of excluded parties in the System for Award Management

(SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for “covered

telecommunications equipment or services”.

(2) The Offeror represents that it [_] does, [X] does not provide covered telecommunications

equipment or services as a part of its offered products or services to the Government in the

performance of any contract, subcontract, or other contractual instrument.

(End of Provision)
Department of the Treasury 2032H320P00030

Office of General Counsel (Banking & Finance) Air Cargo Carriers Legal Advisory Services

Page 51 of 53

ADDENDUM to FAR 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – 

COMMERCIAL ITEMS (NOV 2017)

The following provisions are incorporated into FAR 52.212-3 as an addendum to this contract: 

E.5 DTAR 1052.203-98 PROHIBITION ON CONTRACTING WITH ENTITIES THAT

REQUIRE CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS—

REPRESENTATION (MAR2015) (DEVIATION 2015-00003) 

(a) In accordance with section 743 of Division E, Title VII, of the Consolidated and Further

Continuing Resolution Appropriations Act, 2015 (Pub. L. 113-235), Government agencies are

not permitted to use funds appropriated (or otherwise made available) under that or any other

Act for contracts with an entity that requires employees or subcontractors of such entity

seeking to report fraud, waste, or abuse to sign internal confidentiality agreements or

statements prohibiting or otherwise restricting such employees or subcontractors from

lawfully reporting such waste, fraud, or abuse to a designated investigative or law

enforcement representative of a Federal department or agency authorized to receive such

information.

(b) The prohibition in paragraph (a) of this provision does not contravene requirements

applicable to Standard Form 312, Form 4414, or any other form issued by a Federal

department or agency governing the nondisclosure of classified information.

(c) Representation. By submission of its offer, the Offeror represents that it does not require

employees or subcontractors of such entity seeking to report fraud, waste, or abuse to sign

internal confidentiality agreements or statements prohibiting or otherwise restricting such

employees or subcontractors from lawfully reporting such waste, fraud, or abuse to a

designated investigative or law enforcement representative of a Federal department or agency

authorized to receive such information.

(End of provision) 

E.6 IR1052.209-9002 Notice and Consent to Disclose and Use of Taxpayer Return

Information (May 2018) 

(a) Definitions. As used in this provision—

“Authorized representative(s) of the offeror” means the person(s) identified to the Internal 

Revenue Service (IRS) within the consent to disclose by the offeror as authorized to represent 

the offeror in disclosure matters pertaining to the offer. 

“Delinquent Federal tax liability” means any unpaid Federal tax liability that has been assessed, 

for which all judicial and administrative remedies have been exhausted or have lapsed, and that 

is not being paid in a timely manner pursuant to an agreement with the authority responsible for 

collecting the tax liability. 
Department of the Treasury 2032H320P00030

Office of General Counsel (Banking & Finance) Air Cargo Carriers Legal Advisory Services

Page 52 of 53

“Tax check” means an IRS process that accesses and uses taxpayer return information to support 

the Government’s determination of an offeror’s eligibility to receive an award, including but not 

limited to implementation of the statutory prohibition of making an award to corporations that 

have an unpaid Federal tax liability (see FAR 9.104-5(b)). 

(b) Notice. Pursuant to 26 USC 6103(a) - taxpayer return information, with few exceptions, is

confidential. Under the authority of 26 U.S.C. 6103(h)(1), officers and employees of the

Department of the Treasury, including the IRS, may have access to taxpayer return information

as necessary for purposes of tax administration. The Department of the Treasury has determined

that an IRS contractor’s compliance with the tax laws is a tax administration matter and that the

access to and use of taxpayer return information is needed for determining an offeror’s eligibility

to receive an award, including but not limited to implementation of the statutory prohibition of

making an award to corporations that have an unpaid Federal tax liability (see FAR9.104-5).

(1) The performance of a tax check is one means that will be used for determining an

offeror’s eligibility to receive an award in response to this solicitation (see FAR 9.104).

As a result, the offeror may want to take steps to confirm it does not have a delinquent

Federal tax liability prior to submission of its response to this solicitation. If the offeror

recently settled a delinquent Federal tax liability, the offeror may want to take steps to

obtain information in order to demonstrate the offeror’s responsibility to the contracting

officer (see FAR 9.104-5).

(c) The offeror shall execute the consent to disclosure provided in paragraph (d) of this provision

and include it with the submission of its offer. The consent to disclosure shall be signed by an

authorized person as required and defined in 26 U.S.C. 6103(c) and 26 CFR301.6103(c)-1(e)(4).

(d) Consent to disclosure. I hereby consent to the disclosure of taxpayer return information(as

defined in 26 U.S.C. 6103(b)(2)) as follows:

Sullivan & Cromwell LLP

[Insert OFFEROR NAME] 

The Department of the Treasury, Internal Revenue Service, may disclose the results of the tax 

check conducted in connection with the offeror’s response to this solicitation, including taxpayer 

return information as necessary to resolve any matters pertaining to the results of the tax check, 

to the authorized representatives of on this offer. 

Sullivan & Cromwell LLP

[Insert OFFEROR NAME] 

I am aware that in the absence of this authorization, the taxpayer returns information of **7599 

is confidential and may not be disclosed, which subsequently may remove the offer from 

eligibility to receive an award under this solicitation. 

[insert PERSON(S) NAME AND CONTACT INFORMATION] (Scott D. Miller 

Address: 125 Broad Street, New York, NY 10004; Phone: (212) 558-3109;

Email: millersc@sullcrom.com)
Department of the Treasury 2032H320P00030

Office of General Counsel (Banking & Finance) Air Cargo Carriers Legal Advisory Services

Page 53 of 53

I consent to disclosure of taxpayer return information to the following 

person(s): [insert PERSON(S) NAME AND CONTACT INFORMATION] 

(Scott D. Miller 

Address: 125 Broad Street, New York, NY 10004; Phone: (212) 558-3109; 

Email: millersc@sullcrom.com)

I certify that I have the authority to execute this consent on behalf of 

Sullivan & Cromwell LLP

[Insert OFFEROR NAME] 

Offeror Name: Sullivan & Cromwell LLP

Offeror Taxpayer Identification Number: 13-5420320

Offeror Address: 125 Broad Street, New York, NY 10004 

Name of Individual Executing Consent: Scott D. Miller

Title of Individual Executing Consent: Partner

Signature: _____________________________________ 

Date: May , 2020 

(End of provision) 

(End of Addendum to 52.212-3) 

--End of Section E--

--END ITEM--




 

	






	

	

	






	


 











		







		

	



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Department of the Treasury 2032H321P00005-01 & 2032H321P00005-02

Office of General Counsel (Banking & Finance) Air Cargo Carriers Legal Advisory Services - 2 

Page 5 of 38

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

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

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

following individuals:

a. CONTRACTOR: Point of Contact (POC): 

SERGIO J. GALVIS

Sullivan & Cromwell

125 Broad Street 

New York, NY 10004 

Phone: (212) 558-4740 

Email: galviss@sullcrom.com

b. GOVERNMENT: 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 

B.2 TYPE OF CONTRACT

(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 (IPP). Visit

www.IPP.gov for assistance.

(c) The level of effort over the period of performance is: 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.

(d) The MINIMUM HOURS OF SERVICE shall be 600 hours.

B.3 PERIOD OF PERFORMANCE

The period of performance is August 1, 2020 through July 31, 2021, or the earlier of the 

Minimum Hours of Service.
Department of the Treasury 2032H321P00005-01 & 2032H321P00005-02

Office of General Counsel (Banking & Finance) Air Cargo Carriers Legal Advisory Services - 2 

Page 6 of 38

B.4 PRICE/COSTS SCHEDULE

CLIN DESCRIPTION QTY UNIT TOTAL 

PRICE

0001 Legal advisory services for loan and financial assistance 

agreements under the CARES Act 1 LOT $650,000.00

TOTAL for CLIN 0001: $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.

Sergio J. Galvis, Partner 

Inosi M. Nyatta, Partner

Benjamin H. Weiner, 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. 

B.7 STATEMENT OF OBJECTIVES

Department of the Treasury

Office of General Counsel (Banking & Finance)

Air Cargo Carriers Legal Advisory Services - 2 

1.0 General

This is a non-personal services contract as defined in FAR 37.101 to provide Legal 

Advisory Services for the Department of the Treasury (“Treasury”), Office of General 

Counsel (Banking & Finance) (“OGC”). It is understood and agreed that the Contractor 

and/or the Contractor’s employees shall perform the services specified herein as 

independent contractors, not as employees of the Government. The Government will not 

exercise any supervision or control over the Contractor employees performing the 

services described herein. Such Contractor employees shall be accountable solely to the 

Contractor who, in turn is responsible to the Government. The Contractor shall, pursuant 
Department of the Treasury 2032H321P00005-01 & 2032H321P00005-02

Office of General Counsel (Banking & Finance) Air Cargo Carriers Legal Advisory Services - 2

Page 7 of 38

to the Government’s right and obligation to inspect, accept or reject the work, comply

with such general direction of the Contracting Officer (CO) or duly authorized

representative of the CO as necessary to ensure accomplishment of the objectives.

2.0 Background

The spread of the coronavirus has disrupted activity throughout the United States 

(“U.S.”) 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 

implementing federal loan and financial assistance programs and certain contractors 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 501(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.

3.0 Description of Services

The Contractor shall provide legal expertise and advice with respect to structuring the 

loan, and financial assistance program and preparing standard forms of documentation, 

including the basic credit agreements, security agreements, trust agreements, financial 

instruments compensating the Federal Government, and closing documentation, for the 

loan, loan guarantee and grant programs for U.S. cargo air carriers and other participants 

under Section 4003(b)(2) of the CARES Act (the “Cargo Air Carrier and Contractors 

Program”) and inspection, repair, replace and overhaul services (but not any other 

participants) under Section 4003(b)(1) (the “B1 Repair Service Program”). In addition, 

the Contractor shall include preparation of the Payroll Support Agreement and related 

documentation under Section 4112(a)(2)-(3) (the “Cargo Air Carrier and Contractors 

Payroll Support Program”), and under any comparable legislation enacted subsequently. 

(The Cargo Air Carrier and Contractors Program, B1 Repair Service Program, and Cargo 

Air Carrier and Contractors Payroll Support Program are collectively called the 

“Designated Programs.”) The parties anticipate that the work in this term will not require 

significant individual negotiation of definitive agreements with more than a small number 

of specific counterparties. 

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.
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Treasury may publicly publish transaction documentation before or after consummation 

of the transactions. 

4.0 Scope

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

or making decisions) associated with the requirement. 

Specific services may include, but not be limited to: 

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

interests , 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, and other federal agencies.

• 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.

5.0 Deliverables

All deliverables and reports will be reviewed to ensure Contractor accuracy, functionality,

completeness, professional quality and overall compliance with contract requirements.

The Government will consider errors, misleading statements, incomplete, irrelevant 

information, excessive rhetoric, or repetition as deficiencies and the Contractor shall make

corrections at no additional cost to the Government. All deliverables shall be 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. 

6.0 Place of Performance

The Contractor may perform services under this contract on-site at the Contractor’s 

facility as well as the Department of the Treasury, Washington, D.C.
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7.0 Travel

The Government does not anticipate any travel performed under this contract. 

However, the Government may require the Contractor to conduct local travel supporting 

meetings within the DC/VA/MD area. Such travel shall be considered local and shall not 

be separately reimbursed under the Contract.

If travel is required, the Contractor shall notify the COR prior to travel for authorization. 

Travel will be reimbursed in accordance with the Federal Travel Regulation (FTR) and

FAR 31.205-46 (a) (2). A travel cost limit may be specified by the COR, if necessary. 

8.0 Hours of Operation

The Contractor must be available 8 hours per day, Monday through Friday, during the 

core business hours of 8 a.m. to 5 p.m. unless specified otherwise by the CO or COR. 

Circumstances may require the Contractor to provide services outside normal duty 

hours.

8.1 Observance of Legal Holidays / Federal Non-workdays

The Contractor shall establish a standard holiday schedule that coincides with the 

Government's schedule for employees working at a Government site(s). All 

Government offices will be closed, except for minimum essential personnel 

required for in-house operations, during Federal holidays. Except as otherwise 

specified, the Contractor shall not schedule or conduct routine work that requires 

Government personnel to participate on Federal holidays. Holidays observed are 

listed below. Holidays and other non-workdays are not billable unless work is 

requested by the Government and performed on these days. The Government 

hereby provides NOTICE and Contractor hereby acknowledges RECEIPT that 

Government personnel observe the below listed days as holidays. The following 

is a list of Government holidays:

New Year’s Day January 1st

Martin Luther King’s Birthday 3rd Monday in January

President’s Day 3rd Monday in February

Memorial Day Last Monday in May

Independence Day July 4th

Labor Day 1st Monday in September

Columbus Day 2nd Monday in October

Veteran’s Day November 11th

Thanksgiving Day 4th Thursday in November

Christmas Day December 25th 

Inauguration Day every fourth year - Washington, D.C.
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a) Contractor shall follow any other federal holiday as declared by the President.

b) When such holidays fall on a Saturday, the preceding Friday will be considered the 

holiday. When such holidays fall on a Sunday, the succeeding Monday will be 

considered the holiday. 

c) No work shall be performed by Contractor personnel at Government facilities on 

Federal holidays or other non-workdays without prior written approval of the COR. 

d) Work performed on holidays, weekends, or other non-workdays shall be billed at the 

"normal" unit prices.

e) There are certain types of irregularly occurring circumstances that prompt the 

Government to close offices where Contractor personnel are working, either on a 

national or local basis (e.g., bomb threats, inclement weather, power outages, death of 

a national figure, or funding lapses). Contractor personnel shall not work if the 

Government is closed, unless otherwise authorized by a fully executed order from the 

CO. Non-work due to the Government closing its facility(ies) is not an expense 

directly reimbursable to the Contractor.

9.0 Section 508 Compliance

All electronic and information technology (EIT) changes recommended as a result of any 

performance through this contract must adhere to the applicable accessibility standards at 

36 CFR 1994, unless an agency exception to this requirement exists. 36 CFR 1194 

implements Section 508 of the Rehabilitation Act of 1973, as amended, and is viewable 

at http://www.section508.gov.

The Contractor must validate that all deliverables and services provided will be 100% 

compliant with Section 508 of the Rehabilitation Act of 1973, per the 1998 Amendment, 

and the Architectural and Transportation Barriers Compliance Board’s Electronic and 

Information Technology Accessibility Standards at 36 CFR Part 1194. 

10.0 Data Rights

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

contract. All documents and materials, to include the source codes of any software, 

produced under this contract shall be Government owned and are the property of the 

Government with all rights and privileges of ownership/copyright belonging exclusively 

to the Government. These documents and materials may not be used or sold by the 

Contractor without written permission from the CO. All materials supplied to the 

Government shall be the sole property of the Government and may not be used for any 

other purpose. This right does not abrogate any other Government rights.

11.0 Organizational Conflicts of Interest
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This engagement shall not restrict the Firm from representing clients with respect to 

matters relating to the CARES Act, except that (a) no lawyer of the Firm shall represent 

any client in connection with such client’s participation or potential participation in any 

of the Designated Programs, and (b) no member of the Core Team shall make a 

communication to, or appear before, Treasury on behalf of any client of the Firm in 

connection with such client’s participation in any program under the CARES Act. Of 

course, the Firm will not disclose to any other client, or use for the benefit of any other 

client, any confidential information gained in the course of this engagement. 

With respect to other work (e.g., work unrelated to the CARES Act), the engagement by 

Treasury in connection with the Designated Programs will not preclude the Firm from 

acting for others on matters (including mergers and acquisitions matters, commercial 

negotiations, restructurings and reorganizations, bankruptcy proceedings, investigations, 

regulatory matters or litigation), even though the interests of such persons might be 

adverse to the Treasury and the U.S. Government or its agencies or instrumentalities in 

this engagement or those other matters. 

12.0 Contract Phase-out

Upon the expiration or termination of the Contract for any reason, the Contractor shall 

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

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

shall survive the termination or expiration of the contract.

--End of Section B--

SECTION C - CONTRACT CLAUSES

C.1 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

Clause No. Title Date

52.204-2 SECURITY REQUIREMENTS AUG 1996

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER MAY 2011
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52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL JAN 2011

52.204-12 UNIQUE ENTITY IDENTIFIER MAINTENANCE OCT 2016

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE AUG 2020

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND 

CERTIFICATIONS

DEC 2014

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN 

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR 

EQUIPMENT

AUG 2020

52.224-1 PRIVACY ACT NOTIFICATION APR 1984

52.224-2 PRIVACY ACT APR 1984

52.239-1 PRIVACY OR SECURITY SAFEGUARDS AUG 1996

ADDENDUM to FAR 52.212-4 – CONTRACT TERMS AND CONDITIONS –

COMMERCIAL 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 – Option 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. 

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

(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 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)
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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 1052.212-4 - Contract Terms and Conditions-Commercial Items (Alternate 

II) (Deviation 2016-00001) (APR 2018)

(e) Definitions.

(1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. 

(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 2.101and 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 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, 
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(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 (e) of this clause, when any supply or service acquired under 

this contract is subject to any CSA as defined in DTAP 1002.101, 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. 

(iii) 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.

(iv) 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 
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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). 

(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. 

(5) Terms do not limit any other Government rights addressed elsewhere in this contract. 
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(B) For revision 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. 

(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 
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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)

C.7 DTAR 1052.232-39 - Unenforceability of Unauthorized Obligations. (Deviation 

00002) (APR 2018)

(a) Definition. As used in this clause-

"Commercial supplier agreements" means terms and conditions customarily offered to the public 

by vendors of supplies or services that meet the definition of commercial item set forth in FAR 

2.101 and intended to create a binding legal obligation on the end user. Commercial supplier 

agreements (CSA) are particularly common in information technology acquisitions, including 

acquisitions of commercial computer software and commercial technical data, but they may 

apply to any supply or service. The term applies-

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

standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), 

or another similar legal instrument or agreement, and may be presented as part of an offer or 

quotation responding to a solicitation;

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

as one or more paper documents or may appear on a computer or other electronic device screen 

during a purchase, software installation, other product delivery, registration for a service, or 

another transaction.

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

this contract is subject to any CSA, that includes any language, provision, or clause requiring the 

Government to pay any future fees, penalties, interest, legal costs or to indemnify the Contractor 

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

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

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

(2) Neither the Government nor any Government authorized end user shall be deemed to have 
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agreed to such clause by virtue of it appearing in the CSA. If the CSA is invoked through an "I 

agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" 

agreements), execution does not bind the Government or any Government authorized end user to 

such clause.

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

(c) Paragraph (b) of this clause does not apply to indemnification or any other payment by the 

Government that is expressly authorized by statute and specifically authorized under applicable 

agency regulations and procedures.

(End of clause)

C.9 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.10 ACCESSIBILITY OF ELECTRONIC AND INFORMATION TECHNOLOGY:

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

In accordance with 36 CFR, 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 
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contract:

_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)

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__ 702.1 ___ 702.2 ___ 702.3 ___ 702.4 ___ 702.5 ___ 702.6 ___ 702.7 ___ 

702.8 ___ 702.9 _X__ 702.10

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
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(End of clause)

IR1052.239-9003 Section 508 Accessibility of Information 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__ 701 General

 _X__ 701.1

_X__ 702 Incorporation by Reference

_X__ 702.1 ___ 702.2 ___ 702.3 ___ 702.4 ___ 702.5 ___ 702.6 ___ 702.7 ___ 

702.8 ___ 702.9 _X__ 702.10

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.11 FAR 52.212-5 – Contract Terms and Conditions Required to Implement Statutes or 

Executive Orders— Commercial Items (NOV 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:

 
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(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:

[Contracting Officer check as appropriate.]

__ (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). 

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

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

 
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__ (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)).

 

__ (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 (Mar2020) 

(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)).

 

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

 

X (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).
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__ (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).

 

X (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).
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__ (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.

 

X (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).

 

X (47) 

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

 

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

 

__ (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).

 

X (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 
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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)).

 

X (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).

 

__ (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:

 

[Contracting Officer check as appropriate.]

 

__ (1) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter67).
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__ (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) ( 29U.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.

 

(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 
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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).

(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).
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(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 Equipment-Requirements 

(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)

--End of Section C—
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SECTION D – CONTRACT ATTACHMENTS

[This Section Reserved]

--End of Section D--

SECTION E – PROVISIONS

The following provisions are applicable to this requirement. Areas highlighted in yellow must be 

completed by the contractor and a copy of the complete provision submitted to the Contracting 

Officer.

E.1 FAR 52.252-1 - Solicitation Provisions Incorporated by Reference (Feb 1998)

This solicitation incorporates one or more solicitation provisions 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. 

The offeror is cautioned that the listed provisions may include blocks that must be completed by 

the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those 

provisions, the offeror may identify the provision by paragraph identifier and provide the 

appropriate information with its quotation or offer. Also, the full text of a solicitation provision 

may be accessed electronically at address: https://www.acquisition.gov/content/regulations 

(End of provision) 

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) PROVISIONS

Clause No. Title Date

52.203-18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE 

CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS – 

REPRESENTATION

JAN 2017

52.204-7 SYSTEM FOR AWARD MANAGEMENT OCT 2018

E.2 FAR 52.204-24 - Representation Regarding Certain Telecommunications and Video

Surveillance Services or Equipment (OCT 2020) 

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the 

Offeror has represented that it "does not provide covered telecommunications equipment or 

services as a part of its offered products or services to the Government in the performance of any 

contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 

52.204-26, Covered Telecommunications Equipment or Services—Representation, or in 

paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and CertificationsCommercial Items. The Offeror shall not complete the representation in paragraph (d)(2) of this 
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provision if the Offeror has represented that it "does not use covered telecommunications 

equipment or services, or any equipment, system, or service that uses covered 

telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or 

in paragraph (v)(2)(ii) of the provision at 52.212-3. 

(a) Definitions. As used in this provision—

Backhaul, covered telecommunications equipment or services, critical technology, 

interconnection arrangements, reasonable inquiry, roaming, and substantial or essential 

component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for 

Certain Telecommunications and Video Surveillance Services or Equipment. 

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal

Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13,

2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any

equipment, system, or service that uses covered telecommunications equipment or services as a

substantial or essential component of any system, or as critical technology as part of any system.

Nothing in the prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service

that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection

arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot

permit visibility into any user data or packets that such equipment transmits or otherwise

handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal

Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13,

2020, from entering into a contract or extending or renewing a contract with an entity that uses

any equipment, system, or service that uses covered telecommunications equipment or services

as a substantial or essential component of any system, or as critical technology as part of any

system. This prohibition applies to the use of covered telecommunications equipment or services,

regardless of whether that use is in performance of work under a Federal contract. Nothing in the

prohibition shall be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service

that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection

arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot

permit visibility into any user data or packets that such equipment transmits or otherwise

handles.
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(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award

Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards

for "covered telecommunications equipment or services".

(d) Representation. The Offeror represents that—

(1) It □ will, □ will not provide covered telecommunications equipment or services to the

Government in the performance of any contract, subcontract or other contractual instrument

resulting from this solicitation. The Offeror shall provide the additional disclosure information

required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of

this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror

represents that—

It □ does, □ does not use covered telecommunications equipment or services, or use any 

equipment, system, or service that uses covered telecommunications equipment or services. The 

Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this 

section if the Offeror responds "does" in paragraph (d)(2) of this section.

(e) Disclosures.

(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has

responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall

provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name,

unique entity identifier, CAGE code, and whether the entity was the original equipment

manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model

number, such as OEM number, manufacturer part number, or wholesaler number; and item

description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors

relevant to determining if such use would be permissible under the prohibition in paragraph

(b)(1) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered

telecommunications services offered (include on the item being maintained: Brand; model

X

X
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number, such as OEM number, manufacturer part number, or wholesaler number; and item 

description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being

provided; and explanation of the proposed use of covered telecommunications services and any

factors relevant to determining if such use would be permissible under the prohibition in

paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has

responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall

provide the following information as part of the offer:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name,

unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if

known);

(B) A description of all covered telecommunications equipment offered (include brand; model

number, such as OEM number, manufacturer part number, or wholesaler number; and item

description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors

relevant to determining if such use would be permissible under the prohibition in paragraph

(b)(2) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered

telecommunications services offered (include on the item being maintained: Brand; model

number, such as OEM number, manufacturer part number, or wholesaler number; and item

description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation

of the proposed use of covered telecommunications services and any factors relevant to

determining if such use would be permissible under the prohibition in paragraph (b)(2) of this

provision.

(End of provision) 

E.3 FAR 52.209-7 - Information Regarding Responsibility Matters (OCT 2018)

(a) Definitions. As used in this provision—

“Administrative proceeding” means a non-judicial process that is adjudicatory in nature in order 
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to make a determination of fault or liability (e.g., Securities and Exchange Commission 

Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed 

Services Board of Contract Appeals Proceedings). This includes administrative proceedings at 

the Federal and State level but only in connection with performance of a Federal contract or 

grant. It does not include agency actions such as contract audits, site visits, corrective plans, or 

inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means— 

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinitedelivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and

multiple-award Schedules).

“Principal” means an officer, director, owner, partner, or a person having primary management 

or supervisory responsibilities within a business entity (e.g., general manager; plant manager; 

head of a division or business segment; and similar positions). 

(b) The offeror [_] has [X] does not have current active Federal contracts and grants with total

value greater than $10,000,000.

(c) If the offeror checked “has” in paragraph (b) of this provision, the offeror represents, by

submission of this offer, that the information it has entered in the Federal Awardee Performance

and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of

submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in

connection with the award to or performance by the offeror of a Federal contract or grant, been

the subject of a proceeding, at the Federal or State level that resulted in any of the following

dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary

fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in–

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or

compromise with an acknowledgment of fault by the Contractor if the proceeding could have led
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to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision. 

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1)

of this provision, whether the offeror has provided the requested information with regard to each

occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this

provision in FAPIIS as required through maintaining an active registration in the System for

Award Management, which can be accessed viahttps://www.sam.gov (see 52.204-7).

(End of Provision)

E.4 IR1052.209-9002 Notice and Consent to Disclose and Use of Taxpayer Return

Information (MAY 2018) 

(a) Definitions. As used in this provision—

“Authorized representative(s) of the offeror” means the person(s) identified to the Internal 

Revenue Service (IRS) within the consent to disclose by the offeror as authorized to represent 

the offeror in disclosure matters pertaining to the offer. 

“Delinquent Federal tax liability” means any unpaid Federal tax liability that has been assessed, 

for which all judicial and administrative remedies have been exhausted or have lapsed, and that 

is not being paid in a timely manner pursuant to an agreement with the authority responsible for 

collecting the tax liability. 

“Tax check” means an IRS process that accesses and uses taxpayer return information to support 

the Government’s determination of an offeror’s eligibility to receive an award, including but not 

limited to implementation of the statutory prohibition of making an award to corporations that 

have an unpaid Federal tax liability (see FAR 9.104-5(b)). 

(b) Notice. Pursuant to 26 USC 6103(a) - taxpayer return information, with few exceptions, is

confidential. Under the authority of 26 U.S.C. 6103(h)(1), officers and employees of the

Department of the Treasury, including the IRS, may have access to taxpayer return information

as necessary for purposes of tax administration. The Department of the Treasury has determined

that an IRS contractor’s compliance with the tax laws is a tax administration matter and that the

access to and use of taxpayer return information is needed for determining an offeror’s eligibility

to receive an award, including but not limited to implementation of the statutory prohibition of

making an award to corporations that have an unpaid Federal tax liability (see FAR9.104-5).

(1) The performance of a tax check is one means that will be used for determining an offeror’s

eligibility to receive an award in response to this solicitation (see FAR 9.104). As a result, the

offeror may want to take steps to confirm it does not have a delinquent Federal tax liability prior

to submission of its response to this solicitation. If the offeror recently settled a delinquent

Federal tax liability, the offeror may want to take steps to obtain information in order to
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demonstrate the offeror’s responsibility to the contracting officer (see FAR 9.104-5). 

(c) The offeror shall execute the consent to disclosure provided in paragraph (d) of this provision

and include it with the submission of its offer. The consent to disclosure shall be signed by an

authorized person as required and defined in 26 U.S.C. 6103(c) and 26 CFR301.6103(c)-1(e)(4).

(d) Consent to disclosure. I hereby consent to the disclosure of taxpayer return information(as

defined in 26 U.S.C. 6103(b)(2)) as follows:

Sullivan & Cromwell LLP

[Insert OFFEROR NAME]

The Department of the Treasury, Internal Revenue Service, may disclose the results of the tax

check conducted in connection with the offeror’s response to this solicitation, including taxpayer 

return information as necessary to resolve any matters pertaining to the results of the tax check,

to the authorized representatives of on this offer. 

Sullivan & Cromwell LLP

[Insert OFFEROR NAME] 

I am aware that in the absence of this authorization, the taxpayer returns information of **7599 

is confidential and may not be disclosed, which subsequently may remove the offer from 

eligibility to receive an award under this solicitation. 

[insert PERSON(S) NAME AND CONTACT INFORMATION] (Scott D. Miller

Address: 125 Broad Street, New York, NY 10004; Phone: (212) 558-3109;

Email: millersc@sullcrom.com)

I consent to disclosure of taxpayer return information to the following person(s): 

[insert PERSON(S) NAME AND CONTACT INFORMATION] 

(Scott D. Miller

Address: 125 Broad Street, New York, NY 10004; Phone: (212) 558-3109;

Email: millersc@sullcrom.com)

I certify that I have the authority to execute this consent on behalf of 

Sullivan & Cromwell LLP

[Insert OFFEROR NAME] 

Offeror Name: Sullivan & Cromwell LLP

Offeror Taxpayer Identification Number: 13-5420320

Offeror Address: 125 Broad Street, New York, NY 10004

Name of Individual Executing Consent: Scott D. Miller 
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Title of Individual Executing Consent: Partner

Signature: _____________________________________ 

Date: December 29, 2020 

(End of provision) 

(End of Addendum to 52.212-3) 

--End of Section E--

--END ITEM--
































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