ATTACHMENT 2 BPA AGREEMENT.pdf

SOLICITATION NO. 12SAD121Q0010

ATTACHMENT 2

BLANKET PURCHASE AGREEMENT (BPA)

Terms and Conditions (IAW FAR 13.303-3)

Foreclosure Legal Services and Related Technical Support/or the State of Kentucky

This agreement is entered into by the United States of America (the "Government") represented by the United State Department of Agriculture (USDA), Rural Development (RD), the Contracting Officer, and BPA Holders.

The purpose of this agreement is to provide legal services in connection with foreclosures with or without deficiency judgments and/or actions to recover possession related to Section 502 (Single Family Housing) debts to the United States of America, acting through the United States Department of Agriculture (USDA), Rural Development (RD). Properties are located in rural areas throughout the State Kentucky.

The Contractor agrees to furnish services in accordance to The Foreclosure Legal and Technical Support Performance Work Schedule (PWS) for the State of Kentucky . This agreement shall be in effect from date of issuance by the Contracting Officer for three consecutive years or cancellation by either party upon 30 days' prior written notice. In the event of cancellation, performance of outstanding orders under the terms and conditions herein shall continue until completed in accordance with order deadlines, unless the work is canceled by the Contracting Officer. The Contractor shall provide all legal and related services in accordance with the Performance Work Statement (PWS.) This includes title search update, in connection with each assigned case to complete foreclosures by advertisement or by judicial proceeding, obtain and enforce any deficiency and/or other judgment(s) obtained as part of the judicial foreclosure process, if applicable; sue for obtain, and enforce evictions to obtain possession of the property and/or preserve the value of the property; and/or recover possession of Government owned property; and act for USDA in bankruptcy proceedings.

ACKNOWLEDGMENT. The contractor is hereby requested to acknowledge acceptance of this agreement, including its items, conditions, and clauses, by signing and returning a copy electronically to: dominique.davis@usda.gov

Authorized Representative Signature Contracting Officer Signature

Title:

mailto:dominique.davis@usda.gov

DESCRIPTION OF AGREEMENT

Pursuant to Federal Acquisition Regulation (FAR) 13.303, Blanket Purchase Agreements, the Contractor agrees to the following terms of a BPA EXCLUSIVELY WITH UNITED STATES DEPARTMENT OF AGRICULTURE (USDA), RURAL DEVELOPMENT (RD). The contractor shall provide Foreclosure Legal Services and Related Technical Support for the States of Kentucky in accordance with the specifications outlined in the Performance Work Statement (PWS) when requested by the Contracting Officer or the authorized representative of the Contracting Officer. This is a non-personal services Blanket Purchase Agreement (BPA) providing for the placement of blanket purchase agreement Calls (BPA Calls) for foreclosure Legal Services and Related Technical Support as described below:

• Description of Services/Introduction: This is a non-personal services agreement to provide Foreclosure Legal Services and Related Technical Support for the State of Kentucky The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

o The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items required to perform Foreclosure Legal Services and Related Technical Support as defined in the Performance Work Statement (PWS), for the USDA, RD portfolio of properties located in the State of Kentucky The contractor shall perform to the standards in this blanket purchase agreement and individual BPA Calls. Work efforts and subsequent documentation shall be in accordance with the requirements contained in the Solicitation proposed on, BPA and PWS of each BPA Call.

o The Contractor shall obey all laws, rules and regulations of the United States and applicable State and local governments having jurisdiction over the activities conducted under this BPA. The contractor shall be responsible for determining which laws, rules and regulations apply to a particular task. The Contractor shall be responsible for obtaining and maintaining any registration or certification as required by the various Federal, State, and Local regulatory agencies, along with any other registrations, certifications, licenses, permits, warrants, permissions, or other credentials required to perform under the BPA.

o To ensure optimal competition, annual review of the BPA will be completed in accordance with FAR Subpart 13.303. Review of changes in market conditions, sources of supply, and other pertinent factors may warrant making new arrangements with different suppliers or modifying existing arrangements.

The annual review may offer an “on-ramp” opportunity for new qualifying firms in which the government will synopsize each of the requirements on the SAM.gov (www.beta.sam.gov), which will ensure contractors have notice and sufficient lead time to propose.

The following conditions shall apply to this agreement:

1. EFFECTIVE PERIOD OF AGREEMENT: The effective date for this Blanket Purchase Agreement (BPA) is the date of establishment and will continue for a term of three (3) consecutive years, with the option to extend services for six (6) months, at the sole discretion of the USDA, Rural Development. Total aggregate dollar amount of call orders over the three-year period of performance not to exceed $7,000,000. Awarded rates shall be effective through the performance period of the Blanket Purchase Agreement. The vendor shall furnish the services only as requested by Rural Development Authorized Ordering Officials during the period specified. NOTE: If a call is executed prior to the expiration date of the BPA, that call will hold its own period of performance.

2. EXTENT OF OBLIGATION: Rural Development has the right to obtain competition, either among BPA holders or on the open market for any order. Rural Development is not obligated to place any orders under this BPA, nor is the vendor obligated to accept them. However, if the vendor does accept any order, the terms and conditions of this BPA apply. The Government is obligated only for the order of services referenced above and placed by an authorized individual unless the services are canceled. The Contractor is cautioned not to accept Call Orders from personnel other than those specifically identified as authorized individuals acting within the scope of their authority.

3. DESIRED AND REQUIRED TIME OF DELIVERY: The assigned foreclosure cases shall be complete, and the completed order delivered within the time frame required in the Case Assignment Task Letter. If the Contractor is unable to meet the desired delivery schedule, it must provide an alternate schedule for consideration. The contractor is responsible for complying with all federal, state and local environmental regulations and requirements, best management practices, standard operating procedures and the American Bar Association Model Rules of Professional Conduct. The Government assumes no responsibility for the contractor’s failure to perform in accordance with applicable federal, state and local laws, regulations, including any resulting fines or penalties associated with such a failure. The Contractor will be responsive to the delivery dates and specification requirements as set forth in each Call Order and Case Assignment Task Letter. Failure to comply with this provision may result in termination of the agreement.

4. AUTHORIZED ORDERING OFFICIALS AND MAXIMUM ORDER LIMITS: Rural Development is obligated under this BPA only to the extent of Call Orders/Case Assignment Task Orders placed by authorized individuals as shown below, or other such persons as the Contracting Officer names, in writing, to the Contractor as authorized to make individual Call Orders:

NAME TITLE SINGLE ORDER

THRESHOLD

Dominique Davis Contracting Officer $10,000,000.00 TBD at Call level Contracting Officer Representative TBD at Call Level Authorized Ordering Official

USDA, Rural Development personnel authorized to place orders under this agreement are listed above. They will be referred to as Authorized Ordering Officials. Authorized Ordering Official’s have the authority to assign cases under an awarded Call. Calls are only awarded by a Contracting Officer.

Any order exceeding the Authorized Ordering Official’s delegated authority, or not approved by the Contracting Officer is outside the scope of the agreement. Orders in excess of this amount shall not be honored or accepted by the Contractor. Failure to comply with this provision may result in termination of the BPA.

5. DELIVERABLES AND INVOICES: An itemized invoice shall be submitted at least monthly or upon expiration of this BPA, whichever occurs first, for all deliveries made during a billing period and for which payment has not been received. Invoices shall be submitted MONTHLY IN ARREARS, no later than the 15th day of the month for all services performed within the previous billing period (and accepted by USDA, RD), and for which payment has not been made. All payments by the Government under this agreement shall be made by Electronic Funds Transfer (EFT) using the EFT information contained in the Systems of Award Management (SAM) database per FAR 52.232-33.

5.1 Invoices Submission. ALL invoices for completed actions shall be itemized; fully documented by receipts evidencing payment by contractor; submitted in the prescribed excel format (see attached Exhibit A)

Invoices for reimbursable items shall itemize services completed, delivered, and being claimed for repayment. Invoices/receipts for reimbursable items or associated services shall be attached.

Invoices must contain a Certification of Clear Title (when applicable). For third- party purchasers the invoice must contain a statement of clear title.

5.2 Reimbursable items include tax certificates (if required), title reports, filing fees;

recording fees; separate fee for title search/update for the case of a deceased borrower; court costs; advertising expenses; fees for document service where required by law; sheriff’s, marshal’s, constable’s, or other similar official’s fees; any prior liens, including real estate taxes and assessments, which must be paid under State law prior to the foreclosure sale date; early close-out fee, not to exceed $200, in cases of assignment, third party sale, or other disposition (does not include borrower paying current); and other customary costs requisite to the litigation under this contract. Reimbursable items DO NOT include the following which are included in the firm fixed price: attorney fees; mortgage certificates; suit fees; travel; telephone, copying, or mailing expenses; or personnel, equipment or office space costs. For any specific reimbursable cost exceeding $500 or for cumulative costs exceeding $3,500 for any one case, the contractor must obtain prior written approval from the Contracting Officer (CO) before incurring the cost(s). The fixed price for incomplete cases in which failure to complete is not the fault of the contractor or when Rural Development reclaims a case, will be paid plus the actual incurred expenses up to removal, shall be as follows:

The Contractor shall e-mail all invoices in Excel format (see attached Exhibit A) to:

To be determined on BPA Call.

The COR or Designee (identified in the BPA) will log in invoice and determine if the billed services have been satisfactorily performed and if reimbursable expenses billed are correct. If it is determined that the amount billed is incorrect, the CO will contact the Contractor, and request the Contractor to submit a revised invoice.

6. PROGRAM OFFICE CONTACTS

Demetri Harper Contract Coordinator Contracting Officers Representative (COR) Demetri.Harper@usda.gov Phone: 314-679-6745

7. OTHER SPECIAL TERMS & CONDITIONS AND CLAUSES

Quality Control (QC): The contractor shall develop and maintain an effective quality control program to ensure services are performed in accordance with the attached PWS. The contractor shall develop and implement procedures to identify, prevent, and ensure non-recurrence of defective services. The contractor’s quality control program is the means by which assures the contractor's work complies with the requirement of the contract. After acceptance of the quality control plan the contractor shall receive the Contracting Officer’s acceptance in writing of any proposed change to the QC system.

Quality Assurance: The Government will evaluate the contractor’s performance under this contract in accordance with the Quality Assurance Surveillance Plan. This plan is primarily focused on what the Government must do to ensure that the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

8. CONDUCT:

8.1 During the course of this Blanket Purchase Agreement, the BPA holder will maintain the same high standards of honesty, integrity, impartiality, confidentiality of information, and conduct as Government employees are expected to maintain. The BPA holder will not engage in other employment which is incompatible with the duties of this Blanket Purchase Agreement. The BPA holder will not, directly, or indirectly, engage in financial transactions of any kind of business dealing relying on information obtained through the performance of this Blanket Purchase Agreement. The BPA holder will not have a direct or indirect financial or other interest that conflicts, or appears to conflict, with its responsibilities and duties under this Blanket Purchase Agreement.

8.2 The BPA holder shall be liable for any loss from or injury to, any property resulting solely from the BPA holder’s negligence and/or failure to perform the services provided for herein.

mailto:Theresa.Jordison@stl.usda.gov

8.3 The BPA holder waives, releases, and discharges the Government from any and all claims, demands, and causes for action for damages to person(s)/or property which may arise in any manner incident to the execution of a Call order under this BPA, except the contractor's rightful claim for payment or compensation, as provided herein.

8.4 The BPA holder shall obtain the services of qualified employees in all instances, and the BPA holder is responsible for actions or omissions of employees in performance of work under this BPA. The BPA holder shall not commit, nor permit others to commit, any waste or unlawful acts or nuisances upon property assigned.

8.5 The contractor must comply with the Privacy Act. (5 USC 552a) Section (m) requires that any Federal agency contracting for the operation of a system of records to accomplish an agency function shall cause the requirements of that Section to be applied to such system. All work resulting from this BPA shall be subject to the terms and conditions of the Privacy Act (5 USC 552a). BPA holders acknowledge and agree to comply with the terms and conditions of the Privacy Act.

8.6 RESTRICTIONS AGAINST DISCLOSURE:

i. The BPA holder agrees, in the performance of this Blanket Purchase Agreement, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The BPA holder also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form. The BPA holder can not authorize or permit others to do so. The contractor will take reasonable measures as are necessary to restrict access to such information while in the BPA holder’s possession to those employees needing such information to perform the work provided herein, i.e., on a “need to know” basis. The BPA holder agrees to immediately notify in writing, the Contracting Officer, named herein, in the event that the BPA holder determines or has reason to suspect a breach of this requirement.

ii. The BPA holder agrees not to disclose any information concerning the work under this Blanket Purchase Agreement to any persons or individuals unless prior written approval is obtained from the Contracting Officer. The BPA holder agrees to insert the substance of this in any consultant agreement or subcontract hereunder.

9. INHERENTLY GOVERNMENTAL

Inherently Governmental Functions. Pursuant to FAR 7.5, the Contractor shall not perform any inherently Governmental actions under any Call Orders issued under this BPA. No Contractor employee shall represent themselves as a Government employee, agent, or representative. No Contractor employee shall state orally or in writing at any time that they are acting on behalf of the Government. In all communications with third parties in connection with any Call Orders under this BPA, Contractor employees shall identify themselves as Contractor employees and specify the name of the company for which they work. In all communications with other Government Contractors in connection with any Call Order under this Agreement, the Contractor employee shall state that they have no authority to in any way change the Call Order and if the other Contractor believes this communication to be a direction to change their Call Order, they should notify the CO for that contract and not carry out the direction until a clarification has been issued by the CO.

9.1 Non-Personal Services. Pursuant to FAR 37.1, no personal services shall be performed under any Call Orders issued under this BPA. All work requirements shall flow only from the COR to the Contractor's Project Manager. No Contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor believes any Government communication has been given or action taken that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the CO of this communication or action.

RESTRICTIONS AGAINST DISCLOSURE (AGAR 452.237-75) (FEB 1988)

a. The contractor agrees, in the performance of this contract, to keep all information contained in source documents or other media furnished by the Government in the strictest confidence. The contractor also agrees not to publish or otherwise divulge such information in whole or in part, in any manner or form, nor to authorize or permit others to do so, taking such reasonable measures as are necessary to restrict access to such information while in the contractor's possession, to those employees needing such information to perform the work provided herein, i.e., on a "need to know" basis. The contractor agrees to immediately notify in writing the CO, named herein, in the event that the contractor determines or has reason to suspect a breach of this requirement.

b. The contractor agrees not to disclose any information concerning the work under this contract to any persons or individual unless prior written approval is obtained from the CO.

The contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (FEB 1998)

This agreement 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 address: www.acquisition.gov

(END OF CLAUSE)

http://www.acquisition.gov/

52.202-1 Definitions

52.203-17 – Contractor Employee Whistleblower Rights and Requirement to Inform Employees of

Whistleblower Rights

52.203-5 Covenant Against Contingent Fees.

52.203-7 Anti-Kickback Procedures

52.204-17 Ownership or Control of Offeror

52.204-13 System for Award Management Maintenance

52.204-18 Commercial and Government Entity (CAGE) Maintenance

52.204-19 Incorporation by Reference of Representations and Certifications

52.204-8 Annual Representations and Certifications

52.212-4 Contract Terms and Conditions – Commercial Items

52.219-28 Post-Award Small Business Program Rerepresentation

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to

Iran--Representation and Certifications

52.232-1 Payments

52.232-25 Prompt Payment

52.232-39 Unenforceability of Unauthorized Obligations.

52.233-4 Applicable Law for Breach of Contract Claim

52.244-6 Subcontracts for Commercial Items

CLAUSES INCORPORATED BY FULL TEXT

52.212.5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS – COMMERCIAL ITEMS (JAN 2020) (a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(5) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

_X (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_X (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (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 (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

(5) [Reserved]

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

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

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note).

(9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

(10) [Reserved]

(11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

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

(12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

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

(13) [Reserved]

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

(ii) Alternate I (Nov 2011).

(iii) Alternate II (Nov 2011).

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

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

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

(16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

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

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

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

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

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

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

_X_ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

(20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

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

632(a)(2)).

(23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

(24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

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

(26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126).

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

_X_ (28) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

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

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

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

_X_ (30) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

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

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

(32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (33) (i) 52.222-50, Combating Trafficking in Persons (JAN 2019)

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

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

(34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

(35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

(36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O.13693).

(37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment andAir Conditioners (Jun 2016) (E.O. 13693).

(38) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514

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

(39) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

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

(40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

(41) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

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

_X_ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

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

(44) 52.223-21, Foams (Jun 2016) (E.O. 13696).

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

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

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

(47) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41 U.S.C.

chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L.

103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112- 43).

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

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

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

(48) 52.225-5, Trade Agreements (Aug 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (49) 52.225-13, Restrictions on Certain Foreign Purchases (June 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

(50) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

(52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

(53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

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

2307(f)).

_X_ (55) 52.232-33, Payment by Electronic Funds Transfer--System for Award Management (Oct 2018) (31 U.S.C. 3332).

(56) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

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

(58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

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

(60) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

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

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

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

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

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

(3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C.206 and 41 U.S.C. chapter 67).

(5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

(6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67).

_X_ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67).

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

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

(10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C.

1792).

(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph

(d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

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

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

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Jan 2019) (41 U.S.C.

3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

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

Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(iv) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(v) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

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

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

(viii) 52.222-35, Equal Opportunity for Veterans (Oct 2019) (38 U.S.C. 4212).

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

793).

(x) 52.222-37, Employment Reports on Veterans (Feb 2016) (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 (Jan 2019) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 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 (Oct 2015) (E. O. 12989).

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

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

13706).

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

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

(xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(End of Clause)

52.223-1 Biobased Product Certification (May 2012).

As required by the Farm Security and Rural Investment Act of 2002 and the Energy Policy Act of 2005 (7 U.S.C. 8102(c) (3)), the Offeror certifies, by signing this offer, that biobased products (within categories of products listed by the United States Department of Agriculture in 7 CFR part 3201, subpart B) to be used or delivered in the performance of the contract, other than biobased products that are not purchased by the Offeror as a direct result of this contract, will comply with the applicable specifications or other contractual requirements.

This provision applies to solicitations that require the delivery or specify the use of USDA-designated items; or include the clause at 52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts.

(End of clause)

52.223-2 Affirmative Procurement of Biobased Products Under Service and Construction Contracts (September 2013).

(a) In the performance of this contract, the contractor shall make maximum use of biobased products that are United States Department of Agriculture (USDA) designated items unless

(1) The product cannot be acquired

(i) Competitively within a time frame providing for compliance with the contract performance schedule;

(ii) Meeting contract performance requirements; or

(iii) At a reasonable price.

(2) The product is to be used in an application covered by a USDA categorical exemption (see 7 CFR 3201.3(e)).

For example, all USDA-designated items are exempt from the preferred procurement requirement for the following:

(i) Spacecraft system and launch support equipment.

(ii) Military equipment, i.e., a product or system designed or procured for combat or combat-related missions.

(b) Information about this requirement and these products is available at http://www.biopreferred.gov.

(c) In the performance of this contract, the Contractor shall

(1) Report to http://www.sam.gov, with a copy to the Contracting Officer, on the product types and dollar value of any USDA-designated biobased products purchased by the Contractor during the previous Government fiscal year, between October 1 and September 30; and

(2) Submit this report no later than

(i) October 31 of each year during contract performance.

452.246-70 Inspection and Acceptance. (FEB 1988) -- Alternate I (FEB 1988)

(a) The Contracting Officer or the Contracting Officer's duly authorized representative will inspect and accept the supplies and/or services to be provided under this contract in accordance with the criteria set forth in the attached

PWS.

http://www.biopreferred.gov/ http://www.sam.gov/

(b) Inspection will be performed in the manner specified in each individual call/order and per the attached PWS.

(End of clause)

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 within 30 days of intent to extend services.

FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020)

FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020)