___________

(x)

x 2032H320C00005

copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By 

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

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

virtue of this amendment you desire to change an offer already submitted , such change may be made by telegram or letter, provided each telegram or letter makes 

reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

See Schedule

0 7 1013270

CLEARY GOTTLIEB STEEN & HAMILTON LLP

Lanham MD 20706

5000 Ellin Road

1-IRS NON-IT (OTPS)

OS:OCPO:BSA:HQ, Stop C7-430

Procurement

Internal Revenue Service

IRS non-IT (OTPS)

20PR-TDP-0637 P00001 See Block 16C

1 20

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

12. ACCOUNTING AND APPROPRIATION DATA (If required)

is extended, is not extended.

Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

CODE FACILITY CODE 

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE 

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than Item 6)

PAGE OF PAGES

2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

03/25/2020

Attn: Steven Wilner

ONE LIBERTY PLAZA

NEW YORK NY 10006-1470

Net Increase: $1,100,000.00

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

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

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

D. OTHER (Specify type of modification and authority)

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

E. IMPORTANT: Contractor is not, is required to sign this document and return __________________ copies to the issuing office.

 ORDER NO. IN ITEM 10A.

FAR Clause 52.216-25 Contract Definitization

x

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

X

 1

This modification hereby:

1. Definitizes Letter Contract 2032H320C00005 with the terms provided in subsequent pages.

2. Increases the contract value from $650,000.00 by $10,400,000.00 for a new total value of

$11,050,000.00.

3. Incrementally funds the value increase in the amount of $1,100,000.00. As a result of

this modification, the obligation increases from $650,000.00 by $1,100,000.00 for a new

total obligation of $1,750,000.00.

Continued ...

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

STEVEN C. GORDON

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

STEVEN L. WILNER, A PARTNER

Sept. 23, 2020

Steven C. Gordon Digitally signed by Steven C. Gordon 

Date: 2020.09.24 08:47:01 -04'00'
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

 2 20 CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

CLEARY GOTTLIEB STEEN & HAMILTON LLP

(A) (B) (C) (D) (E) (F)

2032H320C00005/P00001

Payment:

ARC/ASD/IPP

Submit invoices via the

Invoice Processing Platform

at www.ipp.gov

Inquiries call 304-480-8000 #7

Accounting Info:

TDO1894DBXXXXDR-2020-61000001-251001-TDOD102040000

-XXXXXXXXXX-XXXXXXXXXXXX-TDO0114-XXXXXXXXX-XXXX-XX

XXXXXXXXXX-XXXXXXXXXXXX-XXXXXXXXX-XXXXXXXXX

Add Item 0002 as follows:

0002 Legal Advisory Services 1,100,000.00

4112 funds (Air Carriers Worker Support)

Obligated Amount: $1,100,000.00

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110
Department of the Treasury 2032H320C00005 P00001 

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

Page 3 of 20 

SECTION B – CONTRACT ADMINISTRATION 

B.1 Contract Administration Data 

 

All contract administration matters will be handled by the following individuals: 

 

a. CONTRACTOR: Point of Contact (POC): 

STEVEN L. WILNER 

Cleary Gottlieb Steen & Hamilton LLP 

One Liberty Plaza 

New York, NY 10006 

Phone: (212) 225 2672 

Email: swilner@cgsh.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 (FFPLOE) and TIME-ANDMATERIALS (T&M) type contract. The total ceiling of this contract is $11,050,000.00. 

(b) The fixed price for Statement of Work (SOW) items 1 and 2 is $1,850,000.00. 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. The minimum hours of service will be 1700 attorney hours 

broken down as follows:

(i) In connection with SOW item 1, for the period of 03/25/2020 – 05/05/2020, the 

Contractor shall provide a minimum level of effort of 600 attorney hours for 

$650,000.00. 

(ii) In connection with SOW item 2, for the period of 05/06/2020 – 07/15/2020, the 

Contractor shall provide a minimum level of effort of 1,100 attorney hours for 

$1,200,000.00. 

(c) In connection with SOW item 3, and in addition to B.2(b)(ii) above, for the period 

05/11/2020 – 06/22/2020, the Contractor shall be paid on a T&M basis not-to-exceed 

$200,000.00. For the avoidance of doubt, Contractor has not agreed to a fixed fee for this 

work at the $200,000.00 not-to-exceed amount. Contractor shall notify the Government 

when Contractor is approaching the $200,000.00 limit. Contractor shall not be required 
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to perform any work in connection with SOW item 3 beyond the $200,000.00 limit, and 

is not obligated to complete any work in progress in connection with SOW item 3 beyond 

this amount unless and until this contract is amended to provide for payment of amounts 

in excess of $200,000.00. 

(d) In connection with SOW item 4, for the period 06/22/2020 – 10/31/2020, the Contractor 

shall be paid on a T&M basis at the rates specified in B.4(c) not to exceed $8,500,000.00 

in total. For the avoidance of doubt, Contractor has not agreed to a fixed fee for this 

work and shall notify the Government when Contractor is approaching 25%, 50%, 75%, 

and 100% of the $8,500,000.00 limit. Contractor shall not be required to perform any 

work in connection with SOW item 4 beyond this limit, and is not obligated to complete 

any work in progress in connection with SOW item 4 beyond this amount unless and 

until this contract is amended to provide for payment in excess of $8,500,000.00. 

(e) In connection with SOW item 5, for the period 5/6/2020 to 3/24/2021, the Contractor 

shall be paid on a T&M basis not-to-exceed $500,000.00. The Contractor shall not be 

entitled to payment for work under SOW item 5 until it has billed $100,000 to SOW item 

2(a) at the agreed-upon rate and has met the minimum level of effort in (b)(ii) above. 

Contractor may count any work under SOW item 2 towards the minimum level of effort 

in (b)(ii) above. Subject to the $500,000.00 not-to-exceed amount, and for the avoidance 

of doubt, Contractor shall be entitled to payment for all amounts for work relating to 

SOW item 5 that are not included in the $100,000 of work billed to SOW item 2(a) or 

counted towards the minimum level of effort in (b)(ii) above. Contractor has not agreed 

to a fixed fee for this work at the $500,000.00 not-to-exceed amount and Contractor shall 

not be required to perform any work in connection with SOW item 5 beyond the 

$500,000 limit, and is not obligated to complete any work in progress in connection with 

SOW item 5 beyond these amounts unless and until this contract is amended to provide 

for payment in excess of $500,000.00 for such work. Contractor shall notify the 

Government when Contractor is approaching the $500,000.00 limit. The rates listed in 

B.4(c) shall apply to this work. 

(f) The contractor shall invoice electronically via the Invoice Processing Platform (IPP). 

Visit www.IPP.gov for assistance.

B.3 PERIOD OF PERFORMANCE 

Base Period: March 25, 2020 through March 24, 2021. 

B.4 PRICE/COSTS SCHEDULE 

CLIN DESCRIPTION QTY UNIT TOTAL 

PRICE 

0001 Legal Advisory Services 1 LOT $650,000.00 

0002 Legal Advisory Services 1 NTE $1,100,000.00 

0003 Legal Advisory Services 

(subject to availability of funds) 1 NTE $9,300,000.00 
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Total: $11,050,000.00 NTE 

(a) The total amount obligated to this contract is $1,750,000.00. This contract is 

incrementally funded. Additional funds will be obligated through future unilateral 

action(s). 

(b) The total value of this contract is $11,050,000.00 

(c) The following rates shall apply to time-and-materials tasks: 

LABOR CATEGORY HOURLY RATE 

Partner, Counsel, Senior Attorney $ 950.00 

Associate $ 750.00 

Paralegal $ 250.00 

Subcontractor Davis Polk & Wardwell LLP 

Partner NTE $ 995.00 

Associate NTE $ 800.00 

Paralegal/Legal Assistant NTE $ 465.00 

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 $11,050,000.00 for 

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 Team Leaders with full authority to act 

for the Contractor in the performance of the required services.

Steven L. Wilner, Partner 

Margaret S. Peponis, Partner 

Additionally, the Contractor may provide attorney and paralegal personnel necessary in the 

Contractor’s discretion to support the performance of the required services. In the event that one 

or more Contractor personnel are not available, or become unavailable, the Contractor shall 

furnish substitute personnel of equal or superior relevant skills. 

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

 
Department of the Treasury 2032H320C00005 P00001 

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

Page 6 of 20 

(End of clause) 

The following clauses are incorporated by reference: 

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES 

Number Title Date 

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON 

RECYCLED PAPER

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 

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 

52.212-4 CONTRACT TERMS AND CONDITIONSCOMMERCIAL ITEMS 

plus Alternate I (JAN 2017) 

OCT 2018 

52.217-8 OPTION TO EXTEND SERVICES 

Fill-in: the contract period. 

NOV 1999 

52.224-1 PRIVACY ACT NOTIFICATION APR 1984 

52.224-2 PRIVACY ACT APR 1984 

52.224-3 PRIVACY TRAINING JAN 2017 

52.232-22 LIMITATION OF FUNDS APR 1984 

52.244-2 SUBCONTRACTS 

(j) fill-in: Contractor is authorized to engage the law firm 

Davis Polk & Wardwell LLP (“Davis Polk”) as specialty 

counsel in connection with Section B.2(d) above and SOW 

item 4 and shall invoice the Treasury for the work of Davis 

Polk in accordance with B.2(d). Contractor shall direct and 

interact with Davis Polk as reasonably necessary for Davis 

Polk to perform its services as subcontractor but shall not 

be responsible for the services performed or the advice 

provided by Davis Polk. 

JUN 2020 

C.2 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. 
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(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.3 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 
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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.4 DTAR 1052.210-70 – Contractor Publicity (Apr 2015) 

The Contractor, or any entity or representative acting on behalf of the Contractor, shall not refer 

to the supplies or services furnished pursuant to the provisions of this contract in any news 

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

advertising, without first obtaining explicit written consent to do so from the Contracting Officer. 

Should any reference to such supplies or services appear in any news release or commercial 

advertising issued by or on behalf of the Contractor without the required consent, the 

Government shall consider institution of all remedies available under applicable law, including 

31 U.S.C. 333, and this contract. Further, any violation of this clause may be considered as part 

of the evaluation of past performance. 

(End of clause) 

C.5 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) 
Department of the Treasury 2032H320C00005 P00001 

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C.6 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 

 _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. 
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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 

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) 
Department of the Treasury 2032H320C00005 P00001 

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C.7 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). 

(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]. 
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__ (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. 

__ (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. 
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__ (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)). 

__ (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. 
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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). 

__ (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 
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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. 

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). 
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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)). 

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). 
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__ (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). 

__ (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. 
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(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). 

(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). 
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 (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). 

(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. 
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(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) 

SECTION D – CONTRACT ATTACHMENTS 

Attachment No. 1 – Statement of Work 

Attachment No. 2 – Conflict Waiver 
2032H320C00005 P00001 

Attachment 1 

Page 1 of 2 

Statement of Work 

1. For the period of March 25, 2020 through May 5, 2020, the Contractor shall provide legal 

expertise and advice with respect to structuring the loan program and preparing standard forms 

of documentation for U.S. passenger air carriers under Section 4003(b)(1) of the CARES Act. 

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

financial instruments for compensating the Federal Government. In addition, the Contractor 

shall prepare the Payroll Support Agreement and related documentation for the Payroll Support 

Program under Section 4112(a)(1), including advising on transaction structuring, taxpayer 

protection instruments, and compliance requirements, and will conduct post-closing work for 

that program. Services for the Section 4003(b)(1) and Section 4112(a)(1) programs may also 

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

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

2. For the period of May 6, 2020 through July 15, 2020, the Contractor shall: 

a) provide ongoing and post-closing work on the Payroll Support Program under Section 

4112(a)(1). 

b) create documentation and provide work for non-carrier specific structuring for the 

passenger air carrier loan program. Documentation shall include generic forms of loan 

agreement, pledge agreements, legal opinions, officer certificates, and guarantees. 

c) provide consultation related to specific carriers, up to an aggregate cap of 30 hours. The 

Contractor will bill any time spent with carriers above the 30-hour cap at the Contractor’s 

rates applicable to Treasury. The Contractor shall notify Treasury when the Contractor is at 

or approaching the 30-hour cap. It is anticipated that under this contract, Contractor will not 

participate in negotiations with individual carriers until a near final package of proposed 

collateral has been accepted by Treasury. 

The Contractor is not required to perform work under item 2(a) in excess of $100,000 in fees 

incurred at the Contractor’s rates applicable to Treasury; however, to the extent that the 

Contractor and Treasury agree that the Contractor will perform such work in excess of $100,000 

in fees, such excess amount will be counted toward the minimum-hours requirement under this 

contract. For the avoidance of doubt, the work described in item 2 above does not include the 

following tasks: individual carrier collateral assessments, structuring and documentary 

negotiations beyond the aggregate 30 hours set forth under item 2(c) above. Further, the 

Contractor shall not perform any work under item 2(c) above beyond the aggregate 30 hours 

described in that item without Treasury’s express prior approval. 

3. For the period of May 11, 2020 through June 22, 2020, the Contractor shall advise on the 

proposed structures for a financing using the passenger air carrier loyalty program assets as 

collateral; in particular, (1) reviewing one substantial loyalty program contract to summarize 

terms identify material risks, (2) advising on potential ways to mitigate bankruptcy risks of the 

proposed structures, and (3) drafting a written analysis describing the optimal structuring for 

taking a security interest in such contract’s cash flows; but not reviewing and negotiating specific 

transaction documentation. 
2032H320C00005 P00001 

Attachment 1 

Page 2 of 2 

4. For the period of June 22, 2020 through October 31, 2020, the Contractor shall perform 

company-specific collateral assessments, structuring, negotiations, and drafting of transaction 

documentation (including credit agreements, pledge agreements, security agreements, account 

control agreements, legal opinions, officer certificates, and financial instruments for 

compensating the Federal Government) for up to 10 passenger air carriers for loans under 

Section 4003(b)(1) of the CARES Act. 

5. For the period 5/6/2020 to 3/24/2021, the Contractor shall provide ongoing and post-closing 

work on the Payroll Support Program under section 4112(a)(1), including work relating to 

taxpayer protection instruments, that is not invoiced under SOW item 2(a). 

6. Services must begin immediately upon selection and contract execution. The parties 

anticipate that the work will not require significant individual negotiation of definitive 

agreements with more than a small number of specific counterparties. 

 

7. 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. 

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

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

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

not a government employee. 

9. Treasury may publicly publish transaction documentation before or after consummation 

of the transactions. 
Conflict waiver between the U.S. Department of the Treasury and Contractor (the “Firm”) 

Although the Firm is not regular outside counsel to any U.S. air carrier, the Firm currently 

represents a domestic air carrier (together with its various subsidiaries and affiliates “Air Carrier 

1”) in connection with limited matters in Latin America, as well as in connection with sanctions 

advice from time to time. The Firm also currently represents another domestic air carrier 

(together with its various subsidiaries and affiliates “Air Carrier 2”) in connection with the 

amendment of its co-branded credit card agreement with a financial institution and the impact of 

the COVID-19 outbreak on various third party agreements. In the future, it is possible that the 

Firm may also be asked to represent other air carriers as defined in Title IV, Subtitle A, Section 

4002 of the CARES Act (“Other Air Carriers”) in matters unrelated to the Engagement. 

Treasury agrees to waive any actual or potential conflict of interest which exists or may exist as a 

result of our current and future representation of Air Carrier 1, Air Carrier 2 or Other Air 

Carriers in other matters unrelated to the Engagement, provided that the Firm will institute 

“firewall” procedures to segregate lawyers at the Firm who represent the Treasury in the 

Engagement from Firm lawyers who represent Air Carrier 1, Air Carrier 2 and Other Air Carriers 

in unrelated matters. 

In addition, the Firm represents the Federal Reserve Bank of New York (“FRBNY”) in 

connection with the development, documentation and implementation of the Commercial Paper 

Funding Facility, Secondary Market Corporate Credit Facility, Primary Market Corporate Credit 

Facility, Term Asset-Backed Securities Loan Facility and Municipal Liquidity Facility 

authorized under Section 13(3) of the Federal Reserve Act. Treasury consents to the Firm’s 

maintaining its representation of the FRBNY on these and any subsequent Section 13(3) 

facilities while it represents the Treasury in the Engagement, provided that the Firm will institute 

“firewall” measures to segregate lawyers at the Firm who represent the Treasury in the 

Engagement from Firm lawyers who work on the representations for the FRBNY described in 

this paragraph. 

The Firm also represents the Federal Reserve Bank of Boston (“FRBB”) in connection with the 

development, documentation and implementation of the Main Street Lending Program as 

authorized under Section 13(3) of the Federal Reserve Act. Treasury consents to the Firm’s 

maintaining its representation of the FRBB on this and any subsequent Section 13(3) facilities 

while it represents the Treasury in the Engagement, provided that the Firm will institute 

“firewall” measures to segregate lawyers at the Firm who represent the Treasury in the 

Engagement from Firm lawyers who work on the representations for the FRBB described in this 

paragraph. 

In addition, it is possible that, during the time the Firm is representing the Treasury in the 

Engagement, the Treasury will have disputes or transactions with certain of the Firm’s other 

clients, or some of its current or future clients will have disputes or transactions with the 

Treasury, including but not limited to the IRS or OFAC. Treasury agrees that the Firm may 

continue to represent, or undertake in the future to represent, such current or future clients in any 

matter, including litigation, arbitration or bankruptcy proceedings in which the Treasury is 

involved, even if the interests of such other clients in such matters are directly adverse to the 

interests of the Treasury, but in all cases only on the following terms: absent the Treasury’s 

further consent and without further notice, the Firm will continue or undertake matters for other 

2032H320C00005 P00001 

Attachment 2 

Page 1 of 2
 2 

clients that may give rise to conflicts of interest under applicable rules of professional conduct 

only if the Firm concludes in good faith that the Firm can properly represent the interests of each 

client, and only if such matter is not substantially related to the Engagement. For purposes of 

this paragraph, any representation by the Firm of a passenger air carrier in connection with its 

request for assistance under Title IV, Subtitle A, Section 4003(b)(1) or Title IV, Subtitle B, 

Section 4113 of the CARES Act or a cargo air carrier in connection with its request for 

assistance under Title IV, Subtitle A, Section 4003(b)(2) or Title IV, Subtitle B, Section 4113 of 

the CARES Act is “substantially related” to the Engagement. For any matter substantially 

related to the Engagement in which the Firm represents a client adverse to the Treasury with the 

express consent of the Treasury pursuant to this paragraph, the Firm will institute “firewall” 

procedures to segregate lawyers at the Firm who represent the Treasury in such Engagement 

from Firm lawyers who work on the representations for such other client. 

Treasury’s consent in the paragraphs above is intended solely to address restrictions that might 

otherwise be imposed on the contractor by applicable rules of professional conduct. It does not 

waive any requirements established by the Federal Acquisition Regulation, including those set 

forth in FAR Subpart 9.5. If the contractor becomes aware of facts that may indicate the 

existence of an organizational conflict of interest as defined in FAR section 2.101, it shall 

immediately disclose those facts to the Contracting Officer. Any such disclosure shall be made 

in a manner consistent with the contractor’s professional obligations to its other clients.

2032H320C00005 P00001 

Attachment 2 

Page 2 of 2
 ___________

(x)

x 2032H320C00005

copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By 

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

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

virtue of this amendment you desire to change an offer already submitted , such change may be made by telegram or letter, provided each telegram or letter makes 

reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

See Schedule

071013270

CLEARY GOTTLIEB STEEN & HAMILTON LLP

Lanham MD 20706

5000 Ellin Road

1-IRS NON-IT (OTPS)

OS:OCPO:BSA:HQ, Stop C7-430

Procurement

Internal Revenue Service

IRS non-IT (OTPS)

21PR-TDP-0220 P00004 See Block 16C

1 2

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

12. ACCOUNTING AND APPROPRIATION DATA (If required)

is extended, is not extended.

Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

CODE FACILITY CODE 

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE 

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than Item 6)

PAGE OF PAGES

2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

03/25/2020

Attn: Steven Wilner

ONE LIBERTY PLAZA

NEW YORK NY 10006

Net Increase: $500,000.00

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

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

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

D. OTHER (Specify type of modification and authority)

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

E. IMPORTANT: Contractor is not, is required to sign this document and return __________________ copies to the issuing office.

 ORDER NO. IN ITEM 10A.

FAR Clause 52.217-8 Option to Extend Services

x

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

X

 1

This modification herby:

1. Extends the period of performance by five months and one week, changing the end date

from 03/24/2021 to 08/31/2021.

2. Obligates an additional $500,000.00 to the contract for Task 5.

3. The first sentence of B.2(e) is replaced in its entirety to read "In connection with SOW

item 5, for the period 5/6/2020 to 8/31/2021, the Contractor shall be paid on a T&M basis

not-to-exceed $1,000,000.00."

4. All references within B.2(e) to "$500,000.00" is replaced with "$1,000,000.00".

5. The period of performance specified in item 5 of the Statement of Work is changed to

"5/6/2020 to 8/31/2021".

Continued ...

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

STEVEN C. GORDON

STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

NSN 7540-01-152-8070

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

STEVEN L. WILNER, A PARTNER

Feb. 11, 2021

Steven C. Gordon Digitally signed by Steven C. Gordon 

Date: 2021.02.11 16:26:51 -05'00'
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

 2 2 CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

CLEARY GOTTLIEB STEEN & HAMILTON LLP

(A) (B) (C) (D) (E) (F)

2032H320C00005/P00004

 As a result of this contract, the total

 obligation and contract value increases from

 $11,050,000.00 by $500,000.00 for a new total of

 $11,550,000.00.

 Change Item 0002 to read as follows(amount shown

 is the obligated amount):

0002 Legal Advisory Services 500,000.00

 4112 funds (Air Carriers Worker Support)

 Accounting Info:

 TDO1894DBXXXXDR-2020-61000001-251001-TDOD102040000

 -XXXXXXXXXX-XXXXXXXXXXXX-TDO0114-XXXXXXXXX-XXXX-XX

 XXXXXXXXXX-XXXXXXXXXXXX-XXXXXXXXX-XXXXXXXXX

 Funded: $0.00

 Accounting Info:

 TDO1894DBXXXXDR-2021-61000001-251001-TDOD102040500

 -XXXXXXXXXX-XXXXXXXXXXXX-TDO0114-XXXXXXXXX-XXXX-XX

 XXXXXXXXXX-XXXXXXXXXXXX-XXXXXXXXX-XXXXXXXXX

 Funded: $500,000.00

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110
 ___________

(x)

x 2032H320C00005

copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By 

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

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR 

OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by letter or electronic communication, provided 

each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

See Schedule

071013270

CLEARY GOTTLIEB STEEN & HAMILTON LLP

Lanham MD 20706

5000 Ellin Road

1-IRS NON-IT (OTPS)

OS:OCPO:BSA:HQ, Stop C7-430

Procurement

Internal Revenue Service

IRS non-IT (TOB)

P00005

1 1

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

12. ACCOUNTING AND APPROPRIATION DATA (If required)

is extended, is not extended.

Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

CODE FACILITY CODE 

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE 

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than Item 6)

PAGE OF PAGES

3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO.

08/12/2021

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

03/25/2020

Attn: Steven Wilner

ONE LIBERTY PLAZA

NEW YORK NY 10006

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

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

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

D. OTHER (Specify type of modification and authority)

 appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not is required to sign this document and return __________________ copies to the issuing office.

 ORDER NO. IN ITEM 10A.

FAR 52.212-4

x

X

 1

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

This modification hereby changes the end date of the period of performance from

08/31/2021 to 08/12/2021. All references to the end date are changed accordingly.

The total obligation and contract value does not change.

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

STEVEN C. GORDON

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

STEVEN L. WILNER, A PARTNER

Aug. 13, 2021
ARC/ASD/IPP

Inquiries call 304-480-8000 #7

at www.ipp.gov

Invoice Processing Platform

Submit invoices via the

ARC/ASD/IPP

212 225 2672

071013270

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:OCPO:BSA:HQ:TO; Stop C7-430

Procurement

Internal Revenue Service

IRS non-IT (TOB)

CODE 16. ADMINISTERED BY CODE 

X

541110

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

ALETA DUST

(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 21PR-TDP-0453 1 16 

5000 Ellin Road

TELEPHONE NO.

NEW YORK NY 10006

ONE LIBERTY PLAZA

Attn: Steven Wilner

CLEARY GOTTLIEB STEEN & HAMILTON LLP

17a. CONTRACTOR/

Treasury

Office of the General Counsel

15. DELIVER TO

Lanham MD 20706

5000 Ellin Road

OS:OCPO:BSA:HQ:TO; Stop C7-430

Procurement

Internal Revenue Service

9. ISSUED BY

7. 

2032H321C00021

2. CONTRACT NO. 

EFFECTIVE DATE

$12.00

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

ISSUE DATE

DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS 

MARKED

11. 

X SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A 

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. 

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL 

BUSINESS

8(A)

IRS non-IT (TOB) 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.

0001 162,500.00

Legal Advisory Services for Section 4112.

Period of Performance: 08/13/2021 to 08/12/2022

Legal Advisory Services

Obligated Amount: $162,500.00

Accounting Info:

TDO0158DBXXXXPR-2021-61000001-251001-TDOD102040500

-TDOCARE020-XXXXXXXXXXXX-TDO0115-XXXXXXXXX-XXXX-XX

XXXXXXXXXX-XXXXXXXXXXXX-XXXXXXXXX-XXXXXXXXX

Continued ...

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

$650,000.00

HEREIN, IS ACCEPTED AS TO ITEMS: 

X X

DATED

STEVEN C. GORDON

. YOUR OFFER ON SOLICITATION (BLOCK 5), 

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH 

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.

STEVEN L. WILNER, A PARTNER

Aug. 13, 2021
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.

 Funded: $162,500.00

0002 Legal Advisory Services 487,500.00

 Obligated Amount: $487,500.00

 Accounting Info:

 TDO1894DBXXXXDR-2021-61000001-251001-TDOD102040500

 -TDOCARE019-XXXXXXXXXXXX-TDO0114-XXXXXXXXX-XXXX-XX

 XXXXXXXXXX-XXXXXXXXXXXX-XXXXXXXXX-XXXXXXXXX

 Funded: $487,500.00

0003 Legal Advisory Services - Option Quantity 0.00

 Amount: $650,000.00(Option Line Item)

 The total amount of award: $1,300,000.00. The

 obligation for this award is shown in box 26.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

2 of 16 
Department of the Treasury 2032H321C00021 

Legal Air Services Page 3 of 16 

SECTION B – CONTRACT ADMINISTRATION 

B.1 Contract Administration Data 

 

All contract administration matters will be handled by the following individuals: 

 

a. CONTRACTOR: Point of Contact (POC): 

STEVEN L. WILNER 

Cleary Gottlieb Steen & Hamilton LLP 

One Liberty Plaza 

New York, NY 10006 

Phone: (212) 225 2672 

Email: swilner@cgsh.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 time-and-materials (T&M) type contract. 

b. The contract includes an option for increased quantity under Section B.4 (item 0003 in 

the Schedule) that may be exercised at any time during the period of performance of the 

contract (FAR 52.217-7). This option quantity will be exercised pursuant to FAR 52.217-

7 only upon prior written agreement by the Government and Contractor. 

c. The Contractor shall be paid on a T&M basis not-to-exceed $650,000.00. The Contractor 

has not agreed to a fixed fee for this work at the $650,000.00 not-to-exceed amount and 

the Contractor shall not be required to perform any work in connection with this contract 

or within the scope of the SOW to this contract beyond the $650,000 limit, and is not 

obligated to complete any work in progress within the scope of the SOW to this contract 

beyond these amounts unless and until the Government and the Contractor agree in 

writing to exercise the option for increased quantity under Section B.4 (item 0003 in the 

Schedule), or this contract is otherwise amended to provide for payment in excess of 

$650,000.00 for such work. The Contractor shall notify the Government when 

Contractor is approaching the $650,000.00 limit. The rates listed in Section B.4(c) shall 

apply to this work. 
Department of the Treasury 2032H321C00021 

Legal Air Services Page 4 of 16 

B.3 Period of Performance 

The period of performance is 08/13/2021 – 08/12/2022. 

B.4 Price/Cost Schedule 

CLIN DESCRIPTION QTY UNIT TOTAL 

PRICE 

0001 Legal Advisory Services 1 NTE $162,500.00 

0002 Legal Advisory Services 1 NTE $487,500.00 

0003 Legal Advisory Services – Option 

Quantity 1 NTE $650,000.00 

Total: $1,300,000.00 NTE 

(a) The total amount obligated to this contract is $650,000.00. 

(b) The total value of this contract is $1,300,000.00 

(c) The following rates shall apply to time-and-materials tasks: 

LABOR CATEGORY HOURLY RATE 

Partner, Counsel, Senior Attorney $ 950.00 

Associate $ 750.00 

Paralegal $ 250.00 

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 total amount 

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

account of any work performed in excess of such sum. 

B.6 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. 
Department of the Treasury 2032H321C00021 

Legal Air Services Page 5 of 16 

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

B.7 Core Team 

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

for the Contractor in the performance of the required services. 

Steven L. Wilner, Partner 

Margaret S. Peponis, Partner 

Additionally, the Contractor may provide attorney and paralegal personnel necessary in the 

Contractor’s discretion to support the performance of the required services. In the event that one 

or more Contractor personnel are not available, or become unavailable, the Contractor shall 

furnish substitute personnel of equal or superior relevant skills. 

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 

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON 

RECYCLED PAPER

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 

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE 

MAINTENANCE 

AUG 2020 

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN 

TELECOMMUNICATIONS AND VIDEO 

SURVEILLANCE SERVICES OR EQUIPMENT 

AUG 2020 

52.217-7 OPTION FOR INCREASED QUANTITY – 

SEPARATELY PRICED LINE ITEM 

Fill in: the contract period. 

MAR 1989 
Department of the Treasury 2032H321C00021 

Legal Air Services Page 6 of 16 

52.217-8 OPTION TO EXTEND SERVICES 

Fill-in: the contract period. 

NOV 1999 

52.224-1 PRIVACY ACT NOTIFICATION APR 1984 

52.224-2 PRIVACY ACT APR 1984 

52.224-3 PRIVACY TRAINING JAN 2017 

52.232-22 LIMITATION OF FUNDS APR 1984 

C.2 Contract Terms and Conditions Required To Implement Statutes or Executive 

Orders—Commercial Items. (Jul 2021) 

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

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

or Executive orders applicable to acquisitions of commercial items: 

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

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

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

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

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

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

Pub. L. 115-91). 

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

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

232). 

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

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

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

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

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

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

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

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

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

 (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 

2020) (41 U.S.C. 3509)). 

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

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

the American Recovery and Reinvestment Act of 2009.) 

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

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

 (5) [Reserved]. 
Department of the Treasury 2032H321C00021 

Legal Air Services Page 7 of 16 

 (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. (Jun 2020) (31 U.S.C. 6101 note). 

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

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

 (10) [Reserved]. 

 (11) 

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

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

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

 (12) 

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

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

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

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

 (13) [Reserved] 

 (14) 

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

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

 (15) 

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

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

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

(3)). 

 (17) 

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

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

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

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

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

 (18) 

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

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

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

 (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) 

(15 U.S.C. 637(d)(4)(F)(i)). 
Department of the Treasury 2032H321C00021 

Legal Air Services Page 8 of 16 

 (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)). 

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

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

(E.O.13126). 

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

 (30) 

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

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

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).

 (31) 

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

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

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).

 (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. 

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 
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advance in employment individuals with disabilities, and to” from paragraph 1 of 41 CFR 60-

741.5(a). 

 (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). 

 (35) 

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

E.O. 13627). 

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

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

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

other types of commercial items as prescribed in 22.1803.) 

 (37) 

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

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

commercially available off-the-shelf items.) 

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

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

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

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

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

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

 (40) 

 (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 

13423 and 13514). 

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

 (41) 

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

and 13514). 

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

 (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) 

(42 U.S.C. 8259b). 

 (43) 

 (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) 

(E.O.s 13423 and 13514). 

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

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

2020) (E.O. 13513). 

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

 (46) 52.223-21, Foams (Jun2016) (E.O. 13693). 
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 (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 (Jan2021) (41 U.S.C. chapter 83). 

 (49) 

 (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (Jan 2021) 

(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 (Jan 2021) of 52.225-3. 

 (iii) Alternate II (Jan 2021) of 52.225-3. 

 (iv) Alternate III (Jan 2021) of 52.225-3. 

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

 (51) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2021) (E.O.’s, 

proclamations, and statutes administered by the Office of Foreign Assets Control of the 

Department of the Treasury). 

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

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

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

 (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov2007) 

(42 U.S.C. 5150). 

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

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

 (55) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021) . 

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

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

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

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

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

2018) (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. 55305 and 10 U.S.C. 2631). 

 (ii) Alternate I (Apr 2003) of 52.247-64. 
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 (iii)Alternate II (Feb 2006) of 52.247-64. 

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

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

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

acquisitions of commercial items: 

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

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

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

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

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

41 U.S.C. chapter 67). 

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

Adjustment (May 2014) ( 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. 
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(3) As used in this clause, records include books, documents, accounting procedures and 

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

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

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

(e) 

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

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

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

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

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) 

(41 U.S.C. 3509). 

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

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

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

provisions in subsequent appropriations acts (and as extended in continuing 

resolutions)). 

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

Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) 

(Section 1634 of Pub. L. 115-91). 

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

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

115-232). 

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

and (3)), in all subcontracts that offer further subcontracting opportunities. If the 

subcontract (except subcontracts to small business concerns) exceeds the applicable 

threshold specified in FAR 19.702(a) on the date of subcontract award, the 

subcontractor must include 52.219-8 in lower tier subcontracts that offer 

subcontracting opportunities. 

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

(vii) 52.222-26, Equal Opportunity (Sep 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). 

(viii) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (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). 

(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) 

(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 
Department of the Treasury 2032H321C00021 

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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). 

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

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

Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) 

of FAR clause 52.222-40. 

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

(xiii) 

(A) 52.222-50, Combating Trafficking in Persons (Oct 

2020) (22 U.S.C. chapter 78 and E.O 13627). 

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

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

to Contracts for Maintenance, Calibration, or Repair of Certain EquipmentRequirements (May2014) (41 U.S.C. chapter 67). 

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

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

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

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

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

13706). 

(xix) 

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

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

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

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

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

(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 

2020) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of 

FAR clause 52.226-6. 

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

2006) ( 46 U.S.C. 55305 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) 

C.3 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, 
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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.4 DTAR 1052.210-70 – Contractor Publicity (Apr 2015) 

The Contractor, or any entity or representative acting on behalf of the Contractor, shall not refer 

to the supplies or services furnished pursuant to the provisions of this contract in any news 

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

advertising, without first obtaining explicit written consent to do so from the Contracting Officer. 

Should any reference to such supplies or services appear in any news release or commercial 

advertising issued by or on behalf of the Contractor without the required consent, the 

Government shall consider institution of all remedies available under applicable law, including 

31 U.S.C. 333, and this contract. Further, any violation of this clause may be considered as part 

of the evaluation of past performance. 
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(End of clause) 

C.5 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.6 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 

 _X__ 603.1 _X__ 603.2 _X__ 603.3 

(End of clause) 
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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) 

SECTION D – CONTRACT ATTACHMENTS 

Attachment No. 1 – Statement of Work 

Attachment No. 2 – Conflict Waiver 
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Attachment 1 

Page 1 of 3 

Legal Support for Coronavirus Relief Programs 

in support of Passenger Air Carriers 

I. BACKGROUND 

The Department of the Treasury’s mission is to maintain a strong economy and create economic 

and job opportunities by promoting the conditions that enable economic growth and stability at 

home and abroad, strengthen national security by combating threats and protecting the integrity 

of the financial system, and manage the U.S. Government’s finances and resources effectively. 

In March 2020, the world was hit by a pandemic caused by coronavirus COVID-19. The impact 

of this pandemic has been particularly dire on the passenger airline industry, as countries around 

the world closed their borders to tourists and nations encouraged their citizens to remain in their 

home. The Coronavirus Aid, Relief, and Economic Security Act, signed into law on March 27, 

2020, authorized financial assistance for aviation workers to reduce the burden on the airline 

industry, and thus the American economy. Subsequent bills extended this program. 

To establish and manage this financial assistance, the Department of the Treasury contracted for 

legal services to aid the Office of General Counsel (OGC) in the development of necessary 

documentation and provide consultation in matters that arise during the administration of this 

program. This contract will continue that work. 

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. 

A. APPLICABLE LAWS AND REGULATIONS 

The following laws and regulations are applicable to this requirement: 

• Section 4112(a)(1) of the Coronavirus Aid, Relief, and Economic Security Act (P.L. 116-

136)

• Section 402(a)(1) of the Consolidated Appropriations Act of 2021 (P.L. 116-260) 

• Section 7301 of the American Rescue Plan Act of 2021 (P.L. 117-2) 

Any additional bills providing authorization or appropriation toward payroll support for 

passenger air carrier workers signed into law during the period of performance of this contract 

will also be applicable to this contract. 

B. ACRONYMS 

ARP American Rescue Plan Act 

CARES Act Coronavirus Aid, Relief, and Economic Security Act 

OGC Office of General Counsel 
2032H321C00021 

Attachment 1 

Page 2 of 3 

II. SCOPE

The Contractor shall provide ongoing and post-closing work on the Payroll Support Program for 

passenger air carrier workers, including work relating to taxpayer protection instruments. 

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

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

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

not a government employee. 

III. TASKS

1. The Contractor shall draft, review, and revise Payroll Support Program Agreements and 

related documentation for the Payroll Support Program, as needed. 

2. The Contractor shall draft, review, advise on, and oversee the execution of taxpayer 

protection instruments, and recipient compliance. 

3. The Contractor shall conduct post-closing work for the program. 

4. The Contractor shall assist in responding to comments on draft documentation and 

preparing reports and responses to oversight bodies, as well as other legal advisory 

services related to these programs. 

5. Pursuant to Section B.2(c) of the contract, the Contractor has not agreed to a fixed fee for 

this work at the $650,000.00 not-to-exceed amount and the Contractor shall not be 

required to perform any work in connection with this contract or within the scope of this 

SOW, including any work falling under Sections III.1-4 above, beyond the $650,000 

limit, and is not obligated to complete any work in progress within the scope of this 

SOW, including any work falling under Sections III.1-4 above, beyond this amount 

unless and until the Government and the Contractor agree in writing to exercise the 

option for increased quantity under Section B.4 (item 0003 in the Schedule), or this 

contract is otherwise amended to provide for payment in excess of $650,000.00 for such 

work. The Contractor shall notify the Government when Contractor is approaching the 

$650,000.00 limit. The rates listed in Section B.3(c) shall apply to this work. 

IV. PLACE OF PERFORMANCE

Work shall be performed at the Contractor’s facility. Travel is not anticipated. 

V. PERIOD OF PERFORMANCE 

The period of performance is 08/13/2021 – 08/12/2022. 

The Contractor must generally 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. 
2032H321C00021 

Attachment 1 

Page 3 of 3 

VI. GOVERNMENT FURNISHED PROPERTY AND INFORMATION 

The Government will provide access to information on an as-needed basis. Access to 

Government systems is not needed under this requirement. 

VII. OTHER PERFORMANCE REQUIREMENTS/CONSTRAINTS 

A. DISCLOSURE OF INFORMATION 

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

transactions. The Contractor is not authorized to disclose to any source, other than those 

authorized by Treasury, any confidential information gained in the course of this engagement. 

B. CHANGE MANAGEMENT 

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

Treasury OGC and the Contracting Officer. 

C. 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. Time spent complying with these provisions shall be 

billed at the billing rates applicable to work covered by this contract. 
Conflict waiver between the U.S. Department of the Treasury and Contractor (the “Firm”) 

Although the Firm is not regular outside counsel to any U.S. air carrier, the Firm currently 

represents a domestic air carrier (together with its various subsidiaries and affiliates “Air Carrier 

1”) in connection with limited matters in Latin America, as well as in connection with sanctions 

advice from time to time. The Firm also currently represents another domestic air carrier 

(together with its various subsidiaries and affiliates “Air Carrier 2”) in connection with the 

amendment of its co-branded credit card agreement with a financial institution and the impact of 

the COVID-19 outbreak on various third party agreements. In the future, it is possible that the 

Firm may also be asked to represent other air carriers as defined in Title IV, Subtitle A, Section 

4002 of the CARES Act (“Other Air Carriers”) in matters unrelated to the Engagement. 

Treasury agrees to waive any actual or potential conflict of interest which exists or may exist as a 

result of our current and future representation of Air Carrier 1, Air Carrier 2 or Other Air 

Carriers in other matters unrelated to the Engagement, provided that the Firm will institute 

“firewall” procedures to segregate lawyers at the Firm who represent the Treasury in the 

Engagement from Firm lawyers who represent Air Carrier 1, Air Carrier 2 and Other Air Carriers 

in unrelated matters. 

In addition, the Firm represents the Federal Reserve Bank of New York (“FRBNY”) in 

connection with the development, documentation and implementation of the Commercial Paper 

Funding Facility, Secondary Market Corporate Credit Facility, Primary Market Corporate Credit 

Facility, Term Asset-Backed Securities Loan Facility and Municipal Liquidity Facility 

authorized under Section 13(3) of the Federal Reserve Act. Treasury consents to the Firm’s 

maintaining its representation of the FRBNY on these and any subsequent Section 13(3) 

facilities while it represents the Treasury in the Engagement, provided that the Firm will institute 

“firewall” measures to segregate lawyers at the Firm who represent the Treasury in the 

Engagement from Firm lawyers who work on the representations for the FRBNY described in 

this paragraph. 

The Firm also represents the Federal Reserve Bank of Boston (“FRBB”) in connection with the 

development, documentation and implementation of the Main Street Lending Program as 

authorized under Section 13(3) of the Federal Reserve Act. Treasury consents to the Firm’s 

maintaining its representation of the FRBB on this and any subsequent Section 13(3) facilities 

while it represents the Treasury in the Engagement, provided that the Firm will institute 

“firewall” measures to segregate lawyers at the Firm who represent the Treasury in the 

Engagement from Firm lawyers who work on the representations for the FRBB described in this 

paragraph. 

In addition, it is possible that, during the time the Firm is representing the Treasury in the 

Engagement, the Treasury will have disputes or transactions with certain of the Firm’s other 

clients, or some of its current or future clients will have disputes or transactions with the 

Treasury, including but not limited to the IRS or OFAC. Treasury agrees that the Firm may 

continue to represent, or undertake in the future to represent, such current or future clients in any 

matter, including litigation, arbitration or bankruptcy proceedings in which the Treasury is 

involved, even if the interests of such other clients in such matters are directly adverse to the 

interests of the Treasury, but in all cases only on the following terms: absent the Treasury’s 

further consent and without further notice, the Firm will continue or undertake matters for other 

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clients that may give rise to conflicts of interest under applicable rules of professional conduct 

only if the Firm concludes in good faith that the Firm can properly represent the interests of each 

client, and only if such matter is not substantially related to the Engagement. For purposes of 

this paragraph, any representation by the Firm of a passenger air carrier in connection with its 

request for assistance under Title IV, Subtitle A, Section 4003(b)(1) or Title IV, Subtitle B, 

Section 4113 of the CARES Act or a cargo air carrier in connection with its request for 

assistance under Title IV, Subtitle A, Section 4003(b)(2) or Title IV, Subtitle B, Section 4113 of 

the CARES Act is “substantially related” to the Engagement. For any matter substantially 

related to the Engagement in which the Firm represents a client adverse to the Treasury with the 

express consent of the Treasury pursuant to this paragraph, the Firm will institute “firewall” 

procedures to segregate lawyers at the Firm who represent the Treasury in such Engagement 

from Firm lawyers who work on the representations for such other client. 

Treasury’s consent in the paragraphs above is intended solely to address restrictions that might 

otherwise be imposed on the contractor by applicable rules of professional conduct. It does not 

waive any requirements established by the Federal Acquisition Regulation, including those set 

forth in FAR Subpart 9.5. If the contractor becomes aware of facts that may indicate the 

existence of an organizational conflict of interest as defined in FAR section 2.101, it shall 

immediately disclose those facts to the Contracting Officer. Any such disclosure shall be made 

in a manner consistent with the contractor’s professional obligations to its other clients.

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