Title XI Outside Counsel IDIQ RFP (FINAL_20230302).docx

Maritime Administration Office of Marine Financing Federal Ship Financing Program (Title XI) Outside Legal Counsel

Request for Proposals

The Maritime Administration’s (MARAD) Office of Marine Financing is seeking to retain contractors to perform work as outside counsel in order to enhance capabilities in various substantive legal areas and to provide subject matter expertise when necessary for certain, discrete legal issues relating to its Federal Ship Financing Program (Title XI). MARAD envisions the competitive award of multiple Indefinite Delivery Indefinite Quantity (IDIQ) contract that will allow for the issuance of task orders for engagements related to specific legal matters. As envisioned, the IDIQ contracts will provide an effective mechanism for the expeditious procurement of necessary support across 3 functional areas using pre-approved contractors with established rate schedules.

SUPPLIES OR SERVICES AND PRICES/COSTS

1. This is an Indefinite Delivery/Indefinite Quantity (IDIQ) contract utilizing Firm-Fixed-Price (FFP), Time and Materials/Labor Hour (TM/LH), or a hybrid of both Task Order (TO) types in accordance with FAR 16.500.

2. Task Orders awarded under this contract will fall into one of the following two categories:

· At Cost to the Government: “At Cost” task orders will be issued by the Federal Government and funded with Federal funds. The Federal Government will make payment to the Contractor for services rendered in accordance with the terms of the issued Task Order, the base contract award, and the Federal Acquisition Regulation (FAR).

· No Cost to the Government: “No Cost” task orders will be issued by the Federal Government with $0 funding. A third party applicant for credit assistance (or its affiliate) will directly make payment to the Contractor for services rendered in accordance with the terms of the sponsor payment letter/agreement executed by the applicant (or its affiliate) and the Contractor. The sponsor payment letter/agreement between the Contractor and the applicant (or its affiliate) will not be subject to the terms of this IDIQ contract or the FAR.

3. Schedule of Rates for Time and Materials/Labor Hour:

Labor categories and hourly labor rate ceilings governing TM/LH task orders (both At Cost and No Cost) under this IDIQ contract shall conform to Attachment 1, Pricing Sheet.

Hourly labor rates under this contract include Contractor employee labor, subcontractor employee labor, and consultant labor. The hourly labor rates (unit of issue) are fully burdened with all proportional overhead, fringe, profit/fee, G&A, etc. The hourly labor rates are the maximum burdened rates allowable for TM/LH task order.

NOTE TO OFFERORS: Price proposals shall adhere to the pricing structure established in Attachment 1, Pricing Sheet and instructions in this RFP. Resulting IDIQ contracts will include Attachment 1, Pricing Sheet with the accepted Contractor loaded labor rates inserted in the pricing table.

Statement of Work

1. Purpose This is a multiple award Indefinite Delivery Indefinite Quantity (IDIQ) contract to retain contractors to perform work as outside counsel to enhance the Maritime Administration (MARAD) Office of Marine Financing’s capabilities in various substantive legal areas and to provide subject matter expertise when necessary for certain, discrete legal issues relating to its Federal Ship Financing Program (Title XI). The Contractor may also assist MARAD with litigation in various forums. The Contractor shall provide, in accordance with issued Task Orders (TOs), all management, supervision, and labor necessary to perform legal services on an as needed basis.

2. Background Administered by MARAD, Title XI provides a full faith and credit guarantee by the U.S. Government of debt obligations issued by (1) U.S. ship owners for the purpose of financing or refinancing either U.S. flag vessels constructed, reconstructed, or reconditioned in U.S. shipyards; and (2) U.S. shipyards for the purpose of financing advanced shipbuilding technology and modern shipbuilding technology of a privately owned general shipyard facility located in the United States. Additional information about the Title XI program may be found on the Internet: https://maritime.dot.gov/grants/title-xi/federal-ship-financing-program-title-xi.

3. Scope and Functional Areas Outside Legal Counsel Services is a multiple award IDIQ contract to provide support services as described below. The Contractor shall provide, in accordance with issued Task Orders (TOs), all management, supervision, and labor necessary to perform legal services on an as needed basis.

The Contractor shall provide legal services in one or more of 3 functional areas of law. Individual IDIQ awards will encompass the functional areas for which the offeror proposes and is selected for award. Offerors will need to have knowledge and experience in each area of law for which they submit a proposal and be able to assist MARAD with matters concerning those subjects and any other ancillary tasks reasonably related to that area. Specific work shall be scheduled by issuance of individual task orders for services, on an as-needed basis.

The services required shall include, but are not limited to, outside legal counsel assistance in the following three functional areas:

3.1. Corporate Financing Transactions and Project Finance Transactional Matters

Varying levels of complexity for business and financial transaction (both corporate and project finance) matters, including, but not limited to due diligence, negotiation and drafting of legal documents, advising on the sufficiency of the collateral package, and closing of the transaction documents. Specifically, Contractor shall be able to perform all of the following task areas:

A. General Due Diligence

· Reviewing, evaluating risks, providing comments to, and drafting issue lists for draft project contracts (e.g., construction agreements, concession agreements).

· Reviewing, evaluating risks, providing comments and proposing mitigants to, and drafting issue lists for previously negotiated and/or executed legal documents. These documents will typically be produced by third parties and may be the subject of negotiation based on any concern raised by the Contractor. Examples include:

· Third-party financing agreements or debt agreements (senior and subordinated) (e.g., existing indentures);

· Project agreements, including construction contracts, charters, operations and maintenance contracts, and related documentation; and

· Organizational documents of the borrower (and potentially its affiliates).

· Reviewing outstanding and threatened litigation and evaluating risks of the same on project construction, financing, etc.

· Advising MARAD on matters in the relevant documents that could affect MARAD’s position and decisions regarding the terms of MARAD’s loan documents.

· Prior to financial close, delivering a due diligence report to MARAD summarizing the documents reviewed, the issues they presented, how the issues were addressed (if at all) in MARAD loan documentation, and addressing any other items related to the Contractor’s due diligence.

· Reviewing the report of MARAD’s financial advisor, and providing comments, as appropriate.

B. Negotiation and Drafting of Legal Documents

· Reviewing, drafting, negotiating, and amending/modifying legal documents, as necessary. These documents may be based on MARAD templates, precedents or may be produced by third parties. Examples include:

· Financing agreements (e.g., term sheets, bonds, notes, loan agreements, indentures/resolutions, guarantee agreements, lines of credit, master credit agreements, hedging agreements);

· Security documents (e.g., collateral agency agreements, security agreements, ship mortgages, pledge agreements);

· Equity contribution or other private funding agreements;

· Intercreditor agreements; and

· Project contracts (e.g., direct agreements, construction agreements, charters, operating agreements, lease agreements, real estate development documentation).

· Reviewing comments and markups from third parties on the relevant documentation.

· Advising MARAD on the pros and cons of any open issues in the documentation, as well as, providing feedback on the comments and markups received from third parties.

C. Advising on the Collateral Package

· Analyzing the collateral package to determine deficiencies in ownership, sufficiency of the package, and process for creation and perfection of liens.

· Reviewing, providing comments to, and drafting issues lists for previously negotiated and/or executed legal documents. Examples include: purchase agreements, bills of sale, ship mortgages, and security filings.

· Reviewing, drafting, negotiating, and amending/modifying as necessary legal documents. Examples include: purchase agreements, assignment agreements, Uniform Commercial Code (UCC) filings, ship mortgage agreements, insurance agreements, survey and appraisals.

· Ensuring the perfection of liens on collateral (e.g., UCC filings, USCG ship mortgage filings).

· In certain cases, providing formal opinions to MARAD regarding the validity and enforceability of the security granted to MARAD on physical assets.

D. Transaction Closing

· Providing legal services on all tasks required for financial close of the credit transaction, including preparation of the closing memorandum and handling of all closing activities.

· Drafting, reviewing, negotiating and advising MARAD, as appropriate, on all financial close documentation, including legal opinion letters, closing certificates, and UCC statements.

· Providing MARAD electronic copies of the final, execution versions (in Microsoft Word) and fully compiled, executed versions (in PDF) of the credit agreement and all key financing documents no later than 5 business days after MARAD’s execution of the loan documents.

· Providing MARAD a closing binder in electronic format (USB drive or via electronic document portal) no later than 60 calendar days after MARAD’s execution of the loan documents.

· Providing MARAD 2 hardbound closing sets with at least one set of original signatures, as directed by the Contracting Officer’s Representative (COR), no later than 60 calendar days after MARAD’s execution of the loan documents.

· If included in the relevant task order, preparing and delivering to MARAD (in the form designated by MARAD) a summary of the relevant terms and conditions of Title XI Loan Guarantee Program credit conditions no later than 60 calendar days after MARAD’s execution of the loan documents.

E. Portfolio Management

· Advising, reviewing, drafting, and providing assistance regarding all legal aspects of loan portfolio management, including negotiation of amendments, waivers, consents, and lien releases, and advice regarding the exercise of rights and remedies under the loan documents.

· Providing legal services in connection with loan restructuring, workouts and bankruptcy related matters.

F. Other Program Related Matters

· Ensuring that terms, conditions, covenants, and remedies in MARAD credit agreements and related transaction agreements are appropriate for the particular transaction, provide adequate security to the Government, and are consistent with the governing statutes and regulations implementing the Title XI Loan Guarantee Program.

· Furnishing analysis that could be incorporated into briefing memoranda making recommendations with regard to the Title XI Loan Guarantee Program credit instruments.

· Providing special technical and legal advice relating to the Title XI Loan Guarantee Program, including research and the issuance of legal opinions or memoranda not related to a specific credit transaction, including advice with respect to issues that may involve significant, little or no precedent.

· Providing legal advisory services for revision of the Title XI Loan Guarantee Program loan agreement templates and related documentation templates (e.g., term sheet templates).

· Providing a training session (with training materials, e.g., PowerPoint deck) to MARAD team, on topics determined in consultation with the COR. Training sessions may be in-person or virtual (i.e., webinar).

3.2 Bankruptcy Matters

Pre-bankruptcy and post-bankruptcy counseling and related work-out advice, including, but not limited to review of bankruptcy plans and transactions affecting the collateral package.

3.3 Maritime Transactional Matters

Maritime commercial contracts for financings, acquisitions, divestitures and restructurings of Jones Act companies, including, but not limited to review of charters, contracts of affreightment, transportation agreements, vessel operating and management agreements, letters of credit, and shipyard construction and repair contracts.

4. Performance of Tasks The contractor may be required to commence work upon short notice. The contractor shall have sufficient depth and breadth of resources to handle the matter(s) delineated in the task orders in an efficient manner under narrow time constraints and the ability to handle any surge in work. There may be instances where the firm must advise on foreign laws. Depending on the matters presented, the Contractor will provide a team of experienced lawyers necessary to handle the nature and scope of the work needed. The Contractor shall also have the ability to assign other attorneys, paralegal specialists, and administrative staff as needed to meet MARAD’s requirements.

Unless otherwise stated in the individual Task Order, Contractor activities/tasks and services will be generally performed at its offices/facilities or such other location in its discretion. The Request for Task Order Proposals might require attorneys to be licensed in a specific state or jurisdiction, depending on the matter of law.

5. Labor Categories The following are the labor categories and minimum position requirements for the IDIQ.

· Lead Attorney – 10 years of experience in the specialized area of law sought.

· Senior Partner- 10 years of experience in the specialized area of law sought.

· Junior Partner – 7 years of experience in the specialized area of law sought.

· Senior Associate – 5 years of experience in the specialized area of law sought.

· Junior Associate – 2 years of experience in the specialized area of law sought.

· Paralegal – 1 year of experience as a paralegal.

· Law Clerk/Intern- Bachelor of Science or Bachelor of Arts from an Accredited University.

Resumes for specific key personnel will be requested as part of MARAD’s Request for Task Order Proposal for each specific engagement. The labor category qualification(s) will be evaluated at the task order level. Competitive task order proposals will generally be evaluated on the extent the individuals proposed at the task order level meet the qualifications. Contractors who propose personnel/teams with more experience may be rated more favorably than those with less experience.

6. Deliverables All deliverables and required delivery dates will be specified in individual task orders issued under this contract.

7. Summary of Billable Hours Beginning on the first calendar day of each month, the Contractor selected for any matter shall send the Contracting Officer Representative (COR) an email summary of the billable hours expended by each team member, noting any deliverables. The email should also address any out-of-pocket costs incurred. If the matter requires a more frequent review of hours, MARAD may request additional summaries on an expedited basis. Invoices will be paid monthly in arrears.

8. Conflicts of Interest At the task order level, the Contractor shall affirm that it, and its subsidiaries and affiliates have no conflicts of interest with MARAD or any of the parties that are involved in the matter.

Conflicts of Interest will be an evaluation factor in each Request for Task Order Proposal.

Other Contract Requirements

1. General Description Outside Legal Counsel Services is a multiple award IDIQ contract to provide support services as described in the IDIQ-level Statement of Work (SOW) above. The Contractor shall provide, in accordance with issued TOs, all management, supervision, and labor necessary to perform legal services on an as needed basis.

2. Task Orders - General The following apply to all TOs:

i. TOs are subject to the terms and conditions and the provisions of this IDIQ Contract. In the event of conflict between a TO and this IDIQ contract, this IDIQ contract shall control.

ii. TO pricing will be based on the applicable pricing schedule fees.

iii. TOs can extend for a maximum of 12 months beyond the expiration date of this IDIQ Contract.

Task Orders awarded under this contract will fall into one of the following two categories:

· At Cost to the Government: “At Cost” task orders will be issued by the Federal Government and funded with Federal funds. The Federal Government will make payment to the Contractor for services rendered in accordance with the terms of the issued Task Order, the base contract award, and the Federal Acquisition Regulation (FAR).

· No Cost to the Government: “No Cost” task orders will be issued by the Federal Government with $0 funding. A third party applicant for credit assistance (or its affiliate) will directly make payment to the Contractor for services rendered in accordance with the terms of the sponsor payment letter/agreement executed by the applicant (or its affiliate) and the Contractor. The sponsor payment letter/agreement between the Contractor and the applicant (or its affiliate) will not be subject to the terms of this IDIQ contract or the FAR.

3. Task Order Placement Procedures At any time during the Period of Performance, MARAD may send to Contractor, and any other Contractors awarded this Outside Legal Counsel IDIQ, a Request for TO Proposal (the "Request") describing the nature of one or more specific tasks, instructions for Contractor's offer and any other information relating to the task, including resume requirements and any associated documentation requirements. The Contractor shall be liable for all of its costs associated with preparation, presentation, and/or discussion of the Contractor’s task order offer or proposal, and shall not bill such costs as a direct contract expense or otherwise.

Task orders will generally be awarded based on competition among all contractors within the required functional area(s). Both price/cost and technical capability may be evaluated. MARAD reserves the right to issue a TO directly without competition. In the event of a complex legal matter, MARAD may elect to engage multiple contractors on the matter.

To receive a TO award, the Contractor must present an offer pursuant to the terms of the Request. Based on the methodology used and the offers received, MARAD may select one or more contractors to perform the tasks. Conflicts of Interest will be evaluated for every Request. Upon bilateral execution of the TO, there will exist a binding obligation between Contractor and MARAD under the terms of this IDIQ contract and the TO for delivery of the goods or services described therein.

MARAD reserves the right to consider organizational conflicts of interest in applying the above methodologies.

4. Task Order Pricing

(a) All TOs that are “at cost” will be subject to the pricing set forth in Attachment 1, Pricing Sheet. Task Order contract type will be determined at the task order level and will be either time and materials/labor hour (TM/LH) or firm fixed priced (FFP), or a hybrid of both.

(b) Payment under the contract shall be governed by FAR 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (Dec 2022), for firm fixed priced TOs, and FAR 52.212-4 Alternate 1 (Nov 2021), for TM/LH TOs.

(c) Travel. If authorized in the task order, travel will be reimbursed in accordance with the Federal Travel Regulation (FTR) and shall not exceed the maximum rates established by the General Services Administration (GSA). Travel will be a separate Not-To-Exceed CLIN on TOs. The Contractor will be liable for all travel expenses not authorized in the TO prior to travel. Except for meals and incidental expenses (M&IE), all travel shall be reimbursed at the actual expense rate.

5. Task Orders Issued at No Cost to the Government

The legal fees for task orders issued at no-cost to the Government will be paid by the third party applicant for credit assistance (or its affiliate). In all instances, when a Contractor is engaged to represent MARAD on a financing transaction or other matter and is paid by the applicant (or its affiliate) (an Applicant-Pays MARAD Representation), MARAD is still the client of the law firm/Contractor.

For each Applicant-Pays MARAD Representation, the Contractor is responsible for executing its own engagement letter with the applicant (or its affiliate). The Contractor will provide a draft of the sponsor payment letter to the COR and Contracting Officer for comment prior to execution. The Contractor shall provide a copy of the final executed letter prior to performing any work. Such sponsor payment letter shall:

i. state that the applicant/recipient or the borrower or their affiliate, as applicable, will pay the Contractor’s legal fees and expenses in connection with the Applicant-Pays MARAD Representation and irrespective of whether the Government ultimately provides credit assistance to the borrower, and the Contractor will look only to the applicant or the borrower or their affiliate, as applicable, for any payment, and not to MARAD or the Government;

ii. acknowledge that the Contractor’s client is the Government and that duties of confidentiality and loyalty in this transaction run exclusively to the Government, and there shall be no inference of confidentiality, fiduciary, or other client relationship between the Contractor and the applicant or the borrower or their affiliate, as applicable, as a result of this sponsor payment letter;

iii. state that neither the applicant or the borrower or their affiliate, as applicable, shall seek reimbursement from the Government for fees and expenses of the Contractor, and the Government shall not be liable to the applicant or the borrower or their affiliate, as applicable, the Contractor, or any other person for such fees and expenses;

iv. name the attorneys expected to work on the Applicant-Pays MARD Representation and designate an attorney who will have primary responsibility for such representation;

v. state that the correctness and completeness of the fees and expenses invoiced by the Contractor shall be determined through the statements submitted to and verified by MARAD;

vi. include an undertaking by the Contractor to submit bills for its fees and expenses to the applicant (or its affiliate) on a monthly basis, with each bill including (a) a summary description of the services rendered (having due respect for maintaining attorney-client privilege), (b) the name and billing rate of each person who provided services during that period, (c) the total number of hours billed by each person for each service described in (a) and for the billing period as a whole, (d) a list of reimbursable expenses itemized by category, and (e) the total amount of fees and expenses billed by the Contractor to date on the Applicant-Pays MARAD Representation; and

vii. state that the applicant or the borrower or their affiliate, as applicable, and the Contractor agree that the sponsor payment letter shall be subject to review and approval by the COR for all purposes and they will not amend, modify, alter, or change in any way this sponsor payment letter prior to notifying the COR and submitting any amendment, modification, alteration, or change to the Sponsor Payment Letter to the COR and Contracting Officer.

The Contractor shall provide one copy of each bill, together with a detailed description of services rendered, to the COR for concurrence prior to sending it to the applicant (or its affiliate).

The Contractor assumes the credit risk and dispute risk of the applicant (or its affiliate). The Government has no obligation to pay any of the Contractor’s fees and expenses for any Applicant-Pays MARAD Representation.

During the course of the Applicant-Pays MARAD Representation, the Contractor shall promptly respond to inquiries from the applicant (or its affiliate) or the Government regarding past and expected fees and expenses. The Contractor shall incur only reasonable expenses necessary to achieve MARAD’s objectives in connection with an Applicant-Pays MARAD Representation.

6. Period of Performance The term of the Outside Legal Counsel IDIQ is a base period of five (5) years, and a one (1) year option period, beginning on the date of contract award.

TOs may be issued at any time during the base and/or option periods. The performance periods will be specified in the TOs and may include option periods which extend the TO up to twelve

(12) months beyond the expiration date of this contract.

7. Governing Law This contract is governed by Federal law and will be construed accordingly.

8. Minimum Dollar Guarantee and Maximum Order Limitation

(a) Minimum. The minimum guaranteed award amount for this IDIQ contract is $1,000 notwithstanding the number of functional areas the contractor is awarded. MARAD is not obligated to purchase, nor is the Contractor required to furnish, supplies or services in an amount greater than $1,000. The exercise of the option periods does not re-establish the contract minimum.

(b) Maximum. The maximum dollar ceiling value of each individual TO is $1 million.

9. IDIQ Roles and Responsibilities

(1) Contracting Officer (CO). The CO has the overall responsibility for administration of the IDIQ contract. The CO, without right of delegation, is the only authorized individual to take actions on behalf of the Government to amend, modify or deviate from the IDIQ terms, conditions, requirements, specifications, details and/or delivery schedules.

The CO is Karen Gill.

(b) Contracting Officer’s Representative (COR). The COR supports the CO in the general management of the IDIQ. The COR does not have authority to alter the Contractor’s obligations or to change the specifications, price, terms, or conditions. If, as a result of technical discussions, it is desirable to modify the general IDIQ obligations or the specification, changes will be issued in writing and signed by the CO.

(c) Contractor’s IDIQ Program Manager (PM) is the person with the overall responsibility for account support for the Outside Legal Counsel program. The Contractor’s IDIQ PM will act as the central point of contact with MARAD for all IDIQ-level issues and for initial task order processing. Any costs associated with this IDIQ-level position are not directly billable and should be included within each of the fully burdened labor category rates.

10. On Ramp MARAD reserves the right to utilize an “On Ramp” concept to maintain a sufficient number of awardees in each functional area.

If MARAD determines that it would be in the Government’s best interest to open a new solicitation to add new contractors, the CO may do so at any time provided that:

(a) The on-ramp solicitation is issued under then-applicable MARAD procurement policies;

(b) The award decision under any on-ramp solicitation is based upon substantially the same evaluation factors as the original Outside Legal Counsel solicitation;

(c) The terms and conditions of any resulting awards from an on-ramp solicitation are materially identical to the existing version of the Outside Legal Counsel IDIQ contracts;

(d) The term for any such new awards from an on-ramp solicitation is co-terminus with the existing term for all other IDIQs, including the option periods;

(e) If awarded an IDIQ contract through the on-ramp authority, any new contractor is eligible to receive new orders.

11. Invoicing

The Contractor shall submit invoices in accordance with the procedures in Attachment 2, MARAD Invoicing Procedures.

12. Kickoff Meeting

The Contractor shall attend a kick-off meeting at a time mutually agreeable by the parties, either in person or virtually. The objective of this meeting is to introduce attendees to MARAD staff, provide an opportunity for Contractors to meet with the Contracting Officer and/or COR, define roles and responsibilities, and respond to questions.

13. Non-Personal Services Contract

This contract is a non-personal services contract as defined in the FAR at subpart 37.101. It is understood and agreed that the Contractor and/or Contractor’s employees and subcontractors:

(1) shall perform the services specified herein as independent contractors, not as employees of the Government; (2) shall be responsible for their own management and administration of the work required and bear sole responsibility for complying with any and all technical, schedule, or financial requirements or constraints attendant to the performance of this contract; (3) shall be free from supervision or control by any government employee with respect to the manner or method of performance of the services specified; but (4) 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, or the duly authorized representative of the Contracting Officer, as is necessary to ensure accomplishment of the contract objectives.

14. Contract Closeout

The Government will initiate the administrative closeout of task orders after receiving evidence that all technical requirements have been completed. The Contractor shall furnish all required documents in support of the closeout of individual task orders under this contract. The Government anticipates the timeframe to complete administrative close out of individual task orders will not exceed six months. The costs incurred in the administrative closeout of task orders and contract files are unallowable direct costs under the contract and, therefore, cannot be charged as direct costs to the Government. Contractors are to handle such costs in accordance with their disclosure statements/cost accounting systems.

Contract Clauses

1. Clauses Incorporated by Reference 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 | Acquisition.GOV (www.acquisition.gov/browse/index/far).

Certifications

DEC 2014

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

2. 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Products and Commercial Services (Dec 2022)

(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 products and commercial services:

(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 (NOV 2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (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 products and commercial services:

[Contracting Officer check as appropriate.] __ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) ( 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.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) ( 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) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) ( 15 U.S.C. 657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

__ (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 2022) ( 15 U.S.C. 637(d)(2) and (3)).

__ (17)

(i) 52.219-9, Small Business Subcontracting Plan (OCT 2022) ( 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 (SEP 2021) 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 (OCT 2022) ( 15 U.S.C. 637s).

__ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) ( 15 U.S.C. 657f).

__ (22)

(i) 52.219-28, Post Award Small Business Program Rerepresentation (OCT 2022) ( 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 (OCT 2022) ( 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 (OCT 2022) ( 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 (SEP 2021) ( 15U.S.C. 637(a)(17)).

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

__ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (DEC 2022) (E.O.13126).

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

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

__ (ii) Alternate I (FEB 1999) of 52.222-26.

_X_ (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.

_X_ (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.

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

__ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

_X_ (35) (i) 52.222-50, Combating Trafficking in Persons (NOV 2021) ( 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 (MAY 2022) (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 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.

_X_ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

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

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

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

__ (ii) Alternate I (JAN 2017) of 52.224-3.

__ (48) (i) 52.225-1, Buy American-Supplies (OCT 2022) ( 41 U.S.C. chapter 83).

__ (ii) Alternate I (OCT 2022) of 52.225-1.

__ (49) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (DEC 2022) ( 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 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 [Reserved].

__ (iii) Alternate II (DEC 2022) of 52.225-3.

__ (iv) Alternate III (JAN 2021) of 52.225-3.

__ (v) Alternate IV (Oct 2022) of 52.225-3.

__ (50) 52.225-5, Trade Agreements (DEC 2022) ( 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. Subtitle A, Part V, Subpart G Note).

__ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) ( 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 Products and Commercial Services (NOV 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

__ (57) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

_X_ (58) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (OCT2018) ( 31 U.S.C. 3332).

__ (59) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) ( 31 U.S.C. 3332).

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

__ (61) 52.239-1, Privacy or Security Safeguards (AUG 1996) ( 5 U.S.C. 552a).

__ (62) 52.242-5, Payments to Small Business Subcontractors (JAN 2017) ( 15 U.S.C. 637(d)(13)).

__ (63) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) ( 46 U.S.C. 55305 and 10 U.S.C. 2631).

__ (ii) Alternate I (APR 2003) of 52.247-64.

__ (iii) Alternate II (NOV 2021) 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 products and commercial services:

[Contracting Officer check as appropriate.] __ (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 for Contractor Workers Under Executive Order 14026 (JAN 2022).

__ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706).

__ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) ( 42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the 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 products or commercial services. 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 (NOV 2021) ( 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 (NOV 2021) (Section 1634 of Pub. L. 115-91).

(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(v) 52.219-8, Utilization of Small Business Concerns (OCT 2022) ( 15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

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

(vii) 52.222-26, Equal Opportunity (SEP 2015) (E.O.11246).

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

(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) ( 29 U.S.C. 793).

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

(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

(xiii) (A) 52.222-50, Combating Trafficking in Persons (NOV 2021) ( 22 U.S.C. chapter 78 and E.O 13627).

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

(xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) ( 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 (MAY 2022) (E.O. 12989).

(xvii) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022).

(xviii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (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. Subtitle A, Part V, Subpart G 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 (NOV 2021) ( 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 products and commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause)

3. 52.217-8 Option to Extend Services (Nov 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor not later than 15 days prior to the end of the base year or any option year.

(End of clause)

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

(a) The Government may extend the term of this contract by written notice to the Contractor not later than 15…