15_ 2032H324R00019 RFP - OGC v4.pdf

Request for Proposal (RFP) # 2032H324R00019 Office of the General Counsel (OGC) Legal Support Services

U.S. Department of the Treasury

Legal Support Services for

The Office of the General Counsel (OGC)

Date: 13 August 2024

Subject: RFP # 2032H324R00019 – Legal Support Services

The Department of the Treasury, Internal Revenue Service (IRS) Procurement Office of Business Solutions Acquisitions, Treasury Operations Branch (TOB) is issuing this RFP on behalf of the Department of the Treasury, Office of General Counsel (OGC) to solicit legal support services as described further in the Performance Work Statement (PWS) provided as part of this RFP. If you are interested in competing for this effort, you and/or your team may participate by submitting your proposal in accordance with the procedures in this RFP.

TERMS AND CONDITIONS

SECTION A – SOLICITATION/CONTRACT FORM

1. This is a combined synopsis/solicitation for commercial products or commercial services prepared in accordance with the format in Federal Acquisition Regulation (FAR) subpart 12.6, as supplemented with additional information included in this notice to support a competitive acquisition conducted in accordance with FAR 13.5 procedures, with full and open competition. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued.

2. Solicitation 2032H324R00019 is hereby issued as an RFP and incorporates provisions and clauses in effect through Federal Acquisition Circular (FAC) 2024-02.

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

The contractor shall provide legal support services for the Department of the Treasury, Office of General Counsel (OGC) as well as other Departmental Offices within OGC.

1. Type of Contract FAR 52.216-1 Type of Contract (Apr 1984)

The Government contemplates award of a Blanket Purchase Agreement (BPA) resulting from this solicitation.

(End of Provision)

All Task Orders issued from the resultant BPA will be Time and Materials (T&M) and are subject to the following terms and conditions. In the event of an inconsistency between provisions of the BPA and any Task Order issued pursuant to the BPA, the provisions of the BPA will take precedence. The establishment of the BPA creates no guarantee or obligation on the part of the Government to place any Task Orders. The Government is obligated only to the extent of authorized Task Orders under the BPA.

Dollar Limitations: The Government estimates that total of all Task Orders executed shall not exceed $10M and no individual Task Order under the BPA shall exceed $7.5M. It is emphasized that issuance of a BPA does not obligate any funds. Funds will be obligated upon award of individual Task Orders.

The NAICS Code is 541110 - Offices of Lawyers, and the Small Business Size Standard is $12M.

This is a nonpersonal services contract as defined in FAR 37.101 to provide Legal Services. It is understood and agreed that the Contractor and/or the Contractor’s employees shall perform the services specified herein as independent contractors, not as employees of the Government. The Government will not exercise any supervision or control over the Contractor employees performing the services described herein. Such Contractor employees shall be accountable solely to the Contractor who, in turn is responsible to the Government. The Contractor shall, pursuant to the Government’s right and obligation to inspect, accept or reject the work, comply with such general direction of the Contracting Officer (CO) or duly authorized representative of the CO as necessary to ensure accomplishment of the objectives.

2. Authorized BPA Users The BPA shall provide support services for the Department of the Treasury Office of the General Counsel (OGC) as well as other Departmental Offices within OGC, unless otherwise authorized in writing by the Contracting Officer (CO) and Contracting Officer’s Representative(COR).

3. BPA Ordering Guidelines Task Orders awarded pursuant to any BPA will be T&M. Prices will be those captured at contract award or otherwise amended as presented in Attachment 4 - Price Submission Worksheet. It is anticipated that the initial Task Order will be issued shortly after award of the BPA. It is anticipated that the requirements of the initial Task Order will consist of all tasks identified in Attachment 3 – Sample Task Order PWS. The performance period will be specified on each awarded Task Order and may include option periods.

Annual Review of the BPA: In accordance with FAR 13.303-6(b), the Government will conduct an annual review; to ensure that authorized procedures are being followed, to maintain awareness of changes in market conditions, sources of supply, and other pertinent factors that may warrant making new arrangements with different suppliers or modifying existing arrangements and, if necessary, make any required updates at that time.

At no time shall Task Order rates exceed awarded rates on the BPA. Any discount pricing relationship established for the BPA Holder, including any subcontractors, shall be maintained throughout the life of the BPA unless modified by the BPA CO.

3.1 Contracting Officer /Ordering Contracting Officer (OCO)

An appropriately warranted Department of the Treasury CO, acting within the scope of their delegated procurement authority may place orders against the BPA in accordance with the ordering procedures set forth in this BPA.

3.2 BPA Ordering Procedures

The CO/OCO or BPA COR shall confirm work is within scope of the BPA before requesting for proposal from the BPA holder.

• A PWS, Independent Government Cost Estimate (IGCE), requisition with funding, COR Nomination Form, and any other necessary information shall be submitted to the CO for each Task Order.

• The CO/OCO shall provide a Task Order Request (TOR) to the BPA Holder to include a

PWS or Statement of Work (SOW), the basis for award, the proposal due date and any other applicable instructions or supporting documentation.

• The BPA holder shall confirm receipt of the TOR via e-mail and shall submit a technical and price proposal no later than the TOR closing date. If no proposal is provided by the closing date and time, the BPA holder may be considered a “No Bid” for that requirement, and the Government may acquire the required services via different means. All TORs shall be priced using the labor categories and rates established in the BPA, to include any additional discounts available.

• The ordering activity will evaluate the received proposal in accordance with the basis of award set forth in the TOR and make award.

• The Government may award Task Orders without any further communications; however, the Government reserves the right to communicate with the BPA holder if it is determined advantageous to the Government to do so.

• Ordering activities must require prospective Contractor to identify potential conflicts of interest and address/resolve any concerns prior to Task Order award.

3.3 Contents of Task Orders

Government awarded Task Orders shall include the following (as applicable):

(a) BPA and Task Order number;

(d) Total Task Order price (and identify funding by increment or fully funded);

(e) Obligated funding amount(s) and applicable accounting codes(s);

(f) List of services ordered to include pricing;

(g) Period of performance;

(h) Place of performance, if applicable;

(i) Any additional performance and performance metrics, if applicable;

(j) Special requirements/relevant information, if applicable;

(k) Government furnished property, if any, to be provided;

(l) Purchase Order work schedule as applicable;

(m) Payment office information.

4. Pricing Schedule

A BPA Rates Tables shall be established at BPA award and shall be derived from the awardee’s final negotiated labor categories and labor rates. BPA rates may reflect discounts and the BPA holder is encouraged to provide additional discounts at the Task Order level, whenever feasible.

The Government will not be obligated to pay the Contractor any amount in excess of the rates in the below Schedule. The following rates are fixed and will be utilized during the life of this contract, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice revised rates that shall constitute the new rates for performance under this contract.

BPA Rates Table

Labor Categories Base Period

Option Period I

Option Period II

Option Period III

Option Period IV

Partner Counsel Associate Legal Assistant/Paralegal

To be completed upon award.

5. Service Contract Wage Determination This requirement is subject to the Department of Labor (DOL) Service Contract Act. The Contractor shall utilize the wage determination applicable to the location of the site performance occurs. Wage determinations may be found at:

http://www.wdol.gov/sca.aspx.

Page Intentionally Left Blank http://www.wdol.gov/sca.aspx

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

Refer to Attachment 1 – BPA PWS

SECTION D – PACKAGING AND MARKING

1. Electronic Deliverables Electronic deliverables shall be submitted in one of the following formats, as appropriate: MS Word, Excel, and/or Adobe. Other formats may be accepted by the Contracting Officer’s Representative as needed.

All deliverables become the property of the Department of the Treasury. Documents shall not contain markings or legends which restrict the Department’s use in any way.

SECTION E – INSPECTION AND ACCEPTANCE

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

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

FAR: www.acquisition.gov DTAR: www.acquisition.gov/dtar

(End of clause)

The following clause is incorporated by reference:

NUMBER TITLE DATE

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

Alternate I May 2001 Apr 1984

2. Inspection and Acceptance Inspection and acceptance of all work performed under this contract shall be by the Contracting Officer, Contracting Officer’s Representative, or another representative authorized by the Contracting Officer.

All deliverables and reports will be reviewed by Treasury to ensure contractor accuracy, completeness, professional quality, and overall compliance with contract requirements.

Deliverables will be in the form of written reports, program-related documents, options papers, face-to-face presentations, oral recommendations, and implementation of approved recommendations, as directed by Treasury.

3. Post Award Evaluation of Contractor Performance (JUN 2020)

Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR 42.15. The Assessing Official (e.g., Contracting Officer) will prepare a final performance evaluation at the time the work on the contract is completed. In addition to the final evaluation, interim evaluations will be prepared annually to coincide with the anniversary date of the contract.

The past performance evaluation process is a paperless process using the Contractor Performance Assessment Reporting System (CPARS). CPARS is a web-based system that allows for electronic processing of the performance evaluation report. The completed evaluation was previously available in the Past Performance Information Retrieval System (PPIRS), but since the General Services Administration officially retired PPIRS and merged it with CPARS, it created “a single system” that “provides one location and one account to perform functions such as creating and editing performance and integrity records, changes to administering users, running reports, generating performance records, and viewing/managing performance records.

Once the Contractor is registered in CPARS, they will receive an automatically-generated email with detailed login instructions. Further details, systems requirements, and training information for CPARS is available at https://www.cpars.gov/. The CPARS User Manual, registration for Online Training for Contractors, and a practice application may be found at this site as well.

Interim and final evaluations will be provided to the Contractor for their review and comment as soon as practicable after completion of the evaluation. Evaluations of contractor past performance will be posted to the relevant past performance database no more than 14 days after the information is provided to the contractor. On day 15, whether the contractor has responded or not, the evaluation automatically posts to CPARS. If the Contractor elects not to provide comments, they should acknowledge receipt of the evaluation by indicating "No comment" and then sign and date the form. If the Contractor does not sign and submit the form within 14 days, it will automatically be returned to the Government.

Contractors who disagree with a government evaluation can request to meet with the Contracting Officer to discuss their scores and provide feedback or justification for their performance. No requirement exists for the government to meet with the contractor; however, if a contractor requests a meeting, the government may accept the request.

Any such meeting does not alter the requirement that an evaluation be posted to CPARS within 14 days.

Several avenues still exist for the contractor to influence the review. First, the contractor may submit a comment after the 14-day period expires and the review has been posted to CPARS.

The contractor’s late comments must be posted to CPARS; however, the government’s original report will still be available to all source selection officials.

Although authorized, an agency is not required to modify its evaluation based upon a contractor’s comments. Second, the contractor may appeal its review one level above the Contracting Officer to the Reviewing Official. Again, the appeal does not stop the 14- day reporting period and the original evaluation will be posted on CPARS.

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

Protect the evaluation as "source selection information." After review, transmit the evaluation by completing and submitting the form through CPARS. If for some reason the Contractor is unable to view and/or submit the form through CPARS, contact the Contracting Officer for further instructions.

Strictly control access to the evaluation within the Contractor's organization. Ensure the evaluation is never released to persons or entities outside of the Contractor's control.

Prohibit the use of or reference to evaluation data for advertising, promotional material, pre- award surveys, responsibility determinations, production readiness reviews, or other similar purposes.

A copy of the completed past performance evaluation will be available in CPARS for the Contractor's review and for Government use supporting source selection actions after it has been finalized.

SECTION F – DELIVERIES OR PERFORMANCE

Period of Performance

a. Contract period

Base Period: November 21, 2024 – November 20, 2025 Option Period 1: November 21, 2025 – November 20, 2026 Option Period 2: November 21, 2026 – November 20, 2027 Option Period 3: November 21, 2027 – November 20, 2028 Option Period 4: November 21, 2028 – November 20, 2029

Period of Performance for orders will be determined at each order level.

b. Hours of Operation Business days are Monday to Friday and do not include the Federal holidays listed at https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/.

The dates provided are anticipated. Actual dates will be provided upon award.

https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/

SECTION G – CONTRACT ADMINISTRATION DATA

1. Contracting Officer (CO)

(a) The CO is Kathleen A. Guyther, kathleen.a.guyther@irs.gov.

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

(c) The CO is responsible for ensuring performance of all necessary actions for effective contracting, ensuring compliance with the terms of the contract, and safeguarding the interests of the United States in its contractual relationships.

(d) Only a warranted Contracting Officer is authorized to change the specifications, price, terms, or conditions of this contract. No payments will be made for any unauthorized supplies or services or for any unauthorized changes to the work specified herein. This includes any services performed by the Contractor of his own volition or at the request of an individual other than a warranted Contracting Officer.

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

2. DTAR 1052.201-70 Contracting Officer’s Representative (COR) Appointment and Authority (Apr 2015)

(a) The COR is [to be provided upon award].

(b) Performance of work under this contract is subject to the technical direction of the COR identified above, or a representative designated in writing. The term “technical direction” includes, without limitation, direction to the contractor that directs or redirects the labor effort, shifts the work between work areas or locations, and/or fills in details and otherwise serves to ensure that tasks outlined in the work statement are accomplished satisfactorily.

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

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

(1) Constitutes a change of assignment or additional work outside the contract specification(s)/work statement;

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

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

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

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

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

(d) Technical direction may be oral or in writing. The COR must confirm oral direction in writing within five workdays, with a copy to the Contracting Officer.

(e) The Contractor shall proceed promptly with performance resulting from the technical direction issued by the COR. If, in the opinion of the Contractor, any direction of the COR or the designated representative falls within the limitations of (c) above, the Contractor shall immediately notify the Contracting Officer no later than the beginning of the next Government work day.

(End of clause)

3. Key Personnel (May 2018)

(a) The key personnel cited below are considered essential to the work being performed under this contract. If these individuals leave the Contractor's employ or are reassigned to other programs, the Contractor shall notify the Contracting Officer reasonably in advance and shall submit justification (including proposed substitutions) in enough detail to permit evaluation of the impact on the program. No diversion or replacement shall be made by the Contractor without the written consent of the Contracting Officer.

Key Personnel Name Title

To be completed upon award.

SECTION H – SPECIAL CONTRACT REQUIREMENTS

1. ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS FOR THE INVOICE

PROCESSING PLATFORM (IPP) (JUL 2019)

(a) Definitions:

"Short payment" as used in this clause means the partial payment of an invoice for goods/services rendered at the time of payment when the invoice includes additional goods/services that have not yet been provided/rendered.

“Short payment” example: The contract requires the delivery of a set number of items, with the price, delivery location, and delivery due date also specified. The vendor delivers 50% of the items as specified but invoices for 100% of the items. Before implementation of the IPP, the IRS would have paid the vendor for the items delivered and instructed the vendor to re-invoice the IRS when the balances of the items were delivered. In other words, the IRS would "short pay" the invoice since the IRS did not remit payment for the full invoice amount. With implementation of the IPP, the IRS can no longer do this because the IRS cannot accept an electronic invoice that includes items not yet received. The IRS will reject the invoice. The vendor needs to submit an invoice for only the items received by the IRS (in this case, 50%), and, if these items meet all other contract terms and conditions, the IRS will pay the invoiced amount. The vendor submits subsequent invoice(s) for items as they are delivered and accepted.

(b) The Invoice Processing Platform (IPP) is a secure Web-based electronic invoicing and payment information service available to all Federal agencies and their suppliers. Effective October 1, 2012, invoicing for payment through the IPP will be mandatory for all new contract awards. Additional information regarding the IPP may be found at the IPP website address https://www.ipp.gov. Contractors must complete the contractor point of contact information below and submit it with their proposal submissions. Contractors may contact the IPP Helpdesk for assistance via e-mail at ippgroup@stls.frb.org or via phone at (866) 973-3131. Once a contract award has been made, the contractor will be contacted by the IPP via e-mail to set-up an account. It will be necessary for contractors to login to their IPP accounts every 90 days to keep their IPP accounts active.

(c) Contractor Point of Contact Information

Contractor Name: Contractor IPP Point of Contact Name: Contractor Phone Number: Contractor E-mail Address:

(d) Electronic Invoicing and Payment Requirements

Vendor invoices submitted electronically through the IPP should be in the proper format and contain the information required for payment processing. To be approved for payment, a “proper invoice” must list the items specified in FAR 52.232-25 (a)(3)(i) through (a)(3)(x), or in the case of a Commercial Item Contract, the items included in 52.212-4(g)(1)(i) through (g)(1)(x).

http://www.ipp.gov/ mailto:at%20ippgroup@stls.frb.org mailto:at%20ippgroup@stls.frb.org

If the vendor is offering a discount via the IPP, the discount must be reflected on the invoice. The vendor will select 'Create Invoice'. The IPP system will default to ‘Net 30 Prompt Pay’ under the Payment Terms dropdown box. The vendor will select from 54 different discount options for the invoice that is being created. If the vendor chooses to offer a discount on the invoice screen, the information will interface to the payment system for processing. Discounts that are offered on attachments rather than the invoice itself cannot be accepted.

Under this contract, the following documents are required to be submitted as an attachment to the invoice (Contracting Officer fills in additional documentation that must be furnished by the contractor (e.g., timesheet)). Please do not submit into IPP any documentation/attachments that conflict with what is stated on the invoice:

Payment and Invoice Questions For payment and invoice questions, contact the Ancillary Systems at (304) 254-3372 or via e- mail at cfo.fm.ipp.customer.support@irs.gov.

(e) Waiver If the Contractor is unable to use the IPP for submitting payment requests starting on October 1, 2012, then a waiver form must be completed and submitted with the contractor’s proposal submission for review and approval by the Contracting Officer based on one of the conditions listed in the waiver. The vendor will be notified prior to award as to whether their request for waiver has been approved or denied. If the waiver is granted, then a copy of the waiver must be submitted with each paper invoice that the vendor submits to the payment office or the invoice will be returned.

(f) Short Payment

Short payment on vendor submitted invoices will no longer be processed or paid. If any portion of the invoice does not meet the requirements for a proper invoice, the entire invoice shall be rejected and returned to the vendor unpaid.

IRS Invoice Processing Platform (IPP) Waiver Form The IRS invoicing and payment requirements clause (IR1052.232-9000) requires that all invoices under awards made (or effective) on or after October 1, 2012, be submitted electronically via the IPP unless a waiver is requested and granted. If the Contractor is unable to submit its invoice through the IPP, the Contractor shall complete this waiver form indicating the reason for the waiver request by selecting the appropriate box below and providing a narrative summarizing in detail the circumstances requiring a waiver.

For a solicitation, submit the waiver form with the proposal submission. For a modification that incorporates the IPP clause into an existing contract, submit the waiver form with the modification. The CO will notify the vendor via e-mail or another appropriate means of communication prior to award as to whether their waiver has been approved or denied. If the waiver is granted, then a copy of the approved waiver must be submitted with each invoice that the vendor submits to the payment office or the invoice will be returned.

Reason for requesting a waiver of the requirement to submit an electronic invoice via the IPP:

mailto:cfo.fm.ipp.customer.support@irs.gov

□ 1. Submission of invoices through IPP would impose a hardship on an individual (includes employees and sole proprietors) due to either a physical or mental disability; a geographic, language, or literacy barrier; or an undue financial burden.

The requirement to submit invoices through the IPP is automatically waived for all individuals who do not have payment capability using ACH with a U.S. financial institution.

□ 2. The political, financial or communications infrastructure where the place of business is located does not support access to the IPP for submitting invoices electronically.

□ 3. The contractor is located within an area designated by the President of the United States or an authorized agency administration as a disaster area. (Please identify area/location.)

□ 4. The submission of invoices electronically may pose a threat to national security, the life or physical safety of an individual may be endangered, or a law enforcement action may be compromised.

□ 5. The agency does not expect to receive more than one invoice from the same contractor within a one-year period. i.e., the invoice submission is non- recurring.

□ 6. The contractor customarily submits a high volume of invoices on a regular basis via file format, not currently supported by the IPP (i.e., uses a file format other than XML or CSV) and the high volume of invoices would cause a significant burden to the contractor if submitted through the IPP individually. If utilizing this exception, please identify the file formats supported by your invoicing system so that the IPP may consider implementing the requested file format at a later date. File format(s) used:

□ 7. Other - Please explain:

Attach a separate sheet of paper with a summary narrative substantiating the circumstances for the waiver exception selected from above (1 through 7).

Waiver Submitted By:

Contractor Name

Name of Person Submitting Request for Waiver

Title Signature of Person Submitting Request for Waiver

E-mail Address Phone No.

Contract/Order No. Date Submitted

Waiver Approved By:

Contracting Officer’s Name Printed

Contracting Officer’s Signature Date

2. ORGANIZATIONAL CONFLICTS OF INTEREST (MAY 2018)

(a) Purpose: The purpose of this requirement is (1) to ensure that the contractor is not biased because of conflicting roles in financial, contractual, organizational, or other interests which relate to the work to be performed under this contract, and (2) to ensure the contractor does not obtain any unfair competitive advantage over other parties as a result of its work under this contract.

(b) Scope: The restrictions described herein shall apply to performance or participation by the contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as the "contractor") in any activities related to this contract.

The term contractor includes the prime contractor, subcontractors, mentors, joint ventures, consultants, or any others acting in a similar capacity.

(c) Reporting: The contractor shall immediately report to the CO any conflicts or potential conflicts that arise during the performance of work under this contract, including those that may surface at the subcontract level. Once reported, the CO may terminate the contract for convenience if such an action is in the best interest of the Government. However, should there be any misrepresentation of facts in reporting an OCI or a potential OCI, at the prime or subcontract level, or a complete failure to report such, the CO may impose the remedies provided in subparagraph (f) below.

(d) Restrictions:

I. Scope of Engagement The contractor (the “Firm”) will act as counsel to the U.S. Department of the Treasury (“Treasury”) as described in this contract). The Firm’s attorney- client relationship under this engagement is limited to representing Treasury in connection with [describe scope of engagement] (the “Contract Matter”) . The Firm does not represent and does not have an attorney-client relationship with (i) any officer, employee, or agent of Treasury; (ii) any department, agency, or sub-division of the United States of America other than Treasury; (iii) the Internal Revenue Service, Alcohol and Tobacco Tax and Trade Bureau, Financial Crimes Enforcement Network, Office of Foreign Assets Control, or the Office of the Comptroller of the Currency; or (iv) the United States of America (collectively, the “Client Affiliates”). Treasury acknowledges that the Firm is not precluded from representing other existing clients or future clients in legal matters adverse to Client Affiliates.

II. Waiver of Existing Conflicts Currently, the Firm does not represent clients in matters adverse to Treasury that are substantially related to the Contract Matter. The Firm represents clients in matters adverse or potentially adverse to Treasury that are unrelated to the Contract Matter, including [describe existing adversity to Treasury, including adversity to Client Affiliates under the U.S.

Department of Treasury]. The Firm expects to continue to perform work on such matters.

Treasury agrees to waive any conflict of interest that may be deemed to arise as a result of the Firm’s representation of these clients and agrees that Treasury will not seek to disqualify the Firm from representing these clients or their affiliates in existing matters, or in future unrelated matters.

III. Waiver of Future Conflicts

Except for matters identified within the Waiver of Existing Conflicts section above, the Firm agrees not to represent another client in matters related to the Contract Matter without Treasury’s prior consent. Treasury agrees that the Firm is free to represent existing or future clients and to take positions adverse to Treasury in matters are not substantially related to the Contract Matter (whether involving the same substantive areas of law as the Firm’s work for Treasury or other unrelated areas, and whether involving business transactions, counseling, litigation, or otherwise), provided that the Firm will not represent another client in matters adverse to Treasury without Treasury’s prior written consent if (a) the Firm obtained confidential information of a nonpublic nature as a result of its representation of Treasury under this contract, and (b) this confidential information, if known to the other client, could be used to Treasury’s disadvantage in those other matters. For any matter substantially related to the Client Matter in which the Firm represents a client adverse to Treasury with the consent of Treasury pursuant to this paragraph, the Firm will institute “firewall” procedures to segregate lawyers at the Firm who represent the Treasury in the Contract Matter from Firm lawyers who work on the representations for such other client. The Firm confirms that the Firm will not disclose or use any confidential information that the Firm has obtained from Treasury without its prior consent and will not use or disclose such confidential information in connection with any representation of another client.

IV. Consultation with Firm Counsel Treasury consents to the Firm consulting with counsel (either the Firm’s in-house Office of General Counsel or, if the Firm so chooses, outside counsel) with respect to the Firm’s own ethical and professional obligations with respect to the Firm’s representation of Treasury, and Treasury waives any claim of conflict of interest based on such consultation or the resulting communications. Treasury acknowledges that communications with Firm counsel are confidential and protected from disclosure under the Firm’s attorney-client privilege.

(e) Subcontracts: The contractor shall include a clause, substantially similar to this clause, including this subparagraph, in all subcontracts (including purchase/delivery orders), teaming arrangements, and/or other agreements calling for the performance of work related to this contract unless exempted in writing by the CO.

(f) Remedies: For breach of any of the above restrictions or for nondisclosure or misrepresentation of any facts required to be disclosed concerning this contract, including the existence of an actual or potential organizational conflict at the time of or after award, the IRS may terminate the contract for default, disqualify the contractor from subsequent related efforts, and pursue such other administrative remedies as may be permitted by law or other terms and conditions of this contract.

SECTION I – CONTRACT CLAUSES

The following FAR clauses are incorporated by reference:

NUMBER TITLE DATE

52.202-1 Definitions Jun 2020 52.203-3 Gratuities Apr 1984 52.203-5 Covenant Against Contingent Fees May 2014 52.203-7 Anti-Kickback Procedures Jun 2020

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity May 2014

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

52.203-12 Limitation on Payments to Influence Certain Federal Transactions Jun 2020

52.203-14 Display of Hotline Poster(s) Nov 2021 52.204-9 Personal Identity Verification of Contractor Personnel Jan 2011 52.204-13 System for Award Management Maintenance Oct 2018 52.204-18 Commercial and Government Entity Code Maintenance Aug 2020

52.204-19 Incorporation by Reference of Representations and Certifications Dec 2014

52.210-1 Market Research Nov 2021 52.227-1 Authorization and Consent Jun 2020

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement Jun 2020

52.232-7 Payments Under Time-and-Materials and Labor-Hour Contracts Nov 2021

52.232-23 Assignment of Claims May 2014 52.232-39 Unenforceability of Unauthorized Obligations Jun 2013 52.243-3 Changes-Time-and-Materials or Labor-Hours Sept 2000 1052.210-70 Contractor Publicity Apr 2015 1052.222-70 Minority and Women Inclusion Jan 2016 1052.232-7003 Electronic Submission of Payment Requests Apr 2015

52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (NOV 2023) (ALTERNATE I) (NOV 2021)

As prescribed in 12.301(b)(3), insert the following clause:

CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV

2023)

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

https://www.acquisition.gov/far/part-12#FAR_12_301

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph

(i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act ( 31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause-

(i) "Direct materials" means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) "Hourly rate" means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are-

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) "Materials" means-

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

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(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: N/A; and

(E) Indirect costs specifically provided for in this clause.

(iv) "Subcontract" means any contract, as defined in FAR subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, Task Orders, and changes and modifications to Task Orders.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices.

An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice;

and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking https://www.acquisition.gov/far/part-2#FAR_Subpart_2_1 information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C.3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

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(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the-

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor-

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall-

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: Miscellaneous materials and/or third party costs.

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: None

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor https://www.acquisition.gov/far/part-2#FAR_2_101 agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this…