Attachment 6 - Clauses.docx

Combined Synopsis No. 2031JW23Q00048 Attachment 6 – Clauses

FEDERAL ACQUISITION REGULATION CLAUSES

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 the full text available. Also, the full text of a clause may be accessed electronically at the following address: https://www.acquisition.gov/browse/index/far.

(End of clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR 2023)

(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) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) ( 31 U.S.C. 3553).

(7) 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).

_X_ (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).

_X_ (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.

_X_ (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.

_X_ (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).

_X_ (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 (Mat 2023)( 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).

_X_ (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).

_X_ (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).

__ (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).

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

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

_X_ (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).

_X_ (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).

_X_ (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).

_X_ (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).

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

_X_ (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) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance with paragraph (c) of 52.232-40.

(xxiii) 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)

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 1 day of contract end date.

(End of clause)

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(End of clause)

DEPARTMENT OF TREASURY ACQUISITION REGULATION CLAUSES

1052.210–70 (DTAR) CONTRACTOR PUBLICITY (APR 2015)

The Contractor, or any entity or representative acting on behalf of the Contractor, shall not refer to the supplies or services furnished pursuant to the provisions of this contract in any news release or commercial advertising, or in connection with any news release or commercial advertising, without first obtaining explicit written consent to do so from the Contracting Officer. Should any reference to such supplies or services appear in any news release or commercial advertising issued by or on behalf of the Contractor without the required consent, the Government shall consider institution of all remedies available under applicable law, including 31 U.S.C. 333, and this contract. Further, any violation of this clause may be considered as part of the evaluation of past performance.

(End of clause)

1052.232-7003 (DTAR) ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (APR 2015)

(a) Definitions. As used in this clause—

(1) “Payment request” means a bill, voucher, invoice, or request for contract financing payment with associated supporting documentation. The payment request must comply with the requirements identified in FAR 32.905(b), “Content of Invoices” and the applicable Payment clause included in this contract.

(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests electronically using the Invoice Processing Platform (IPP). Information regarding IPP, including IPP Customer Support contact information, is available at www.ipp.gov or any successor site.

(c) The Contractor may submit payment requests using other than IPP only when the Contracting Officer authorizes alternate procedures in writing in accordance with Treasury procedures.

(d) If alternate payment procedures are authorized, the Contractor shall include a copy of the Contracting Officer's written authorization with each payment request.

(End of clause)

OFFICE OF THE COMPTROLLER OF CURRENCY CLAUSES

1052.201-8000 CONTRACTING OFFICER’S REPRESENTTIVE (COR) DELEGATION AND AUTHORITY (DEC 2013)

a. The contracting officer's representative will be identified via separate letter to the contractor.

b. Performance of work under this contract is subject to the technical direction of the COR, as delegated 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, 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 specification(s)/work statement. The COR does NOT have authority to issue technical direction that:

1. changes any of the terms, conditions, or specification(s)/work statement of the contract;

2. in any manner causes an increase or decrease in the contract price, or the time required for contract performance;

3. interferes with the contractor's right to perform under the terms and conditions of the contract; or,

4. directs, supervises or otherwise controls the actions of the contractor's employees.

d. Technical direction may be oral or in writing. The COR shall confirm oral direction in writing within five work days, with a copy to the contract administrator.

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, falls within the limitations in (c), above, the contractor shall immediately notify the contracting officer no later than the beginning of the next Government work day.

f. Failure of the contractor and the contracting officer to agree that technical direction is within the scope of the contract shall be subject to the terms of the clause entitled "Disputes".

(End of clause)

1052.204-8000 (OCC) PROPER IDENTIFICATION OF CONTRACTOR PERSONNEL (AUG 2020)

a. All contractor personnel shall provide proper identification in both oral and written communications. Oral communications include, but are not limited to, in-person, Skype video and audio communications, and teleconference communications. Additionally, when calling into meetings contractor personnel shall identify that they are a contractor by stating their name followed by stating contractor support for their respective OCC business unit.

b. For written communications, all contractor personnel shall use a signature block that includes identification as a contractor, the name of the contractor personnel’s company, office telephone number, alternate contact (mobile) number (if applicable), and identification of the current assigned Contacting Officer Representative (COR) as stated in the contract.

(End of Clause)

1052.209-8000 (OCC) ORGANIZATIONAL CONFLICTS OF INTEREST (NOV 2009)

[ ] To the extent the contractor prepares and furnishes complete specifications covering non-developmental items to be used in a competitive acquisition, the contractor shall not be allowed to furnish these items either as a prime contractor or subcontractor.

[ ] To the extent work to be performed under this contract requires evaluation of offers for products or services, a contract will not be awarded to a contractor that will evaluate its own offer(s) for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government’s interests. Contractor agrees to the terms and conditions set forth in the Performance Work Statement/Statement of Work that is established to ensure objectivity to protect the Government’s interests. (FAR 9.505-3) [ ] If the contractor under this contract assists in the preparation of a statement of work or specifications, the contractor shall be ineligible to perform or participate in any capacity in any contractual effort (solicited or unsolicited) that is based on such performance work statement/statement of work or specifications.

[ ] If the contractor provides Advisory and Assistance Services (AAS), it shall be ineligible thereafter to participate in any capacity in Government contractual efforts (solicited or unsolicited) which stem directly from such work, and the contractor agrees not to perform similar work for prospective offerors with respect to any such contractual efforts. Furthermore, unless so directed in writing by the Contracting Officer, the contractor shall not perform any such work under this contract on any of its products or services, or the products or services of another firm for which the contractor performs similar work. Nothing in this subparagraph shall preclude the contractor from competing for follow-on contracts for AAS.

[ X ] If the Contractor, in the performance of this contract, obtains access to information, such as OCC plans, policies, reports, studies, financial or similar OCC information plans, internal data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the OCC Contracting Officer it shall not: (A) use such information for any private purpose unless the information has been released or otherwise made available to the public; (B) compete for work for the OCC based on such information for a period of one year after either the completion of this contract or until such information is released or otherwise made available to the public, whichever is first; (C) submit an unsolicited proposal to the OCC or the Government which is based on such information until one year after such information is released or otherwise made available to the public; and (D) release such information unless such information has previously been released or otherwise made available to the public by the OCC. In addition, the Contractor agrees that to the extent it receives or is given access to proprietary data, data protected by the Privacy Act of 1974 (5 U.S.C. 552a), or other confidential or privileged technical, business, or financial information under this contract, it shall treat such information in accordance with any restrictions imposed on such information.

(1) System includes system, major component, subassembly or subsystem, project, or item;

(2) Nondevelopmental items as defined in FAR 2.101;

(3) Technical direction” (TD) includes, but is not limited to, the activities in FAR 9.505-1(b);

(4) Consultant services as defined in FAR 31.205-33(a);

(5) Contractor, for the purposes of this clause, means the firm signing this contract, its subsidiaries and affiliates, joint ventures involving the firm, any entity with which the firm may hereafter merge or affiliate, and any other successor or assignee of the firm;

(6) Affiliates means officers or employees of the prime contractor and first tier subcontractors involved in the program and technical decision-making process concerning this contract; and

(7) Interest means organizational or financial interest.

(f) Disclosure after award.

The Contractor agrees that, if changes, including additions, to the facts disclosed by it prior to award of this contract, occur during the performance of this contract, it shall make an immediate and full disclosure of such changes in writing to the OCC. Such disclosure may include a description of any action which the Contractor has taken or proposes to take to avoid, neutralize, or mitigate any resulting conflict of interest.

In the event that the Contractor was aware of facts required to be disclosed or the existence of an actual or potential organizational conflict of interest and did not disclose such facts or such conflict of interest to the OCC, the OCC may terminate this contract for default.

(End of Clause)

(OCC) 1052.215-8003 KEY PERSONNEL (APR 2014)

a. The Contractor shall assign to this contract the following key personnel: (1) Project Manager and (2) Catering and Banquet Manager

b. During the first ninety (90) days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is necessitated by illness, death, or termination of employment. The Contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events and provide the information required by paragraph (c) below. After the initial 90-day period, the contractor shall submit the information required by paragraph (c) to the Contracting Officer at least 15 days prior to making any permanent substitutions.

c. The Contractor shall provide a detailed explanation of the circumstances necessitating the proposed substitutions, complete résumés for the proposed substitutes, and any in additional information requested by the Contracting Officer. Proposed substitutes shall have comparable qualifications to those of the persons being replaced. The Contracting Officer will notify the Contractor within 15 calendar days after receipt of all required information of the decision on substitutions. The contract will be modified to reflect any approved changes of key personnel.

(End of clause)

(OCC) 1052.222-8000 OCC SECURITY PROCEDURES ESTABLISHED IN ACCORDANCE WITH EXECUTIVE ORDER 12977 (OCT 2021)

The contractor shall comply with the OCC security requirements set forth below. Any deviation or failure to comply may result in the contractor’s employee being removed from the physical location and/or security access control system, and/or criminally charged for an offense.

The OCC Security procedures allow for a customized security protocol to support the OCC Mission objectives. Any questions or concerns relating to OCC Security clause or procedures shall be addressed by the Office of Security for clarification through the Contracting Officer Representative (COR) or Contracting Officer (CO). OCC security procedures will be provided to the contractor at the postaward orientation. If a postaward orientation is not conducted, the CO will provide the security procedures at time of award. The contractor is required to provide written acknowledgment to the CO of receipt of the security procedures.

Contractors are required to use the OCC lobby turnstiles using their OCC access control badges (PIV card) to ingress and egress OCC Headquarters and other federal facilities. At other non-federal facilities, contractors are provided additional access badges by property management for access.

Contractors are subject to Random Security Inspections while in the OCC Headquarters, Constitution Center facility and other OCC leased space nationwide. This includes, but is not limited to, searches. All items or persons entering or exiting the OCC facilities and OCC controlled space are subject to search.

(End of clause)

1052.237-8000 (OCC) NON-PERSONAL SERVICES (NOV 2022)

(a) This is a non-personal services contract. The contractor personnel rendering services under this contract are not subject, either by the contract terms or by the manner of its administration, to the supervision and control of the Office of the Comptroller of the Currency (OCC).

(b) The OCC and contractor understand and agree that the services to be provided under this contract by the contractor to the OCC are non-personal services. The parties recognize that no employer/employee relationship exists or will exist under this contract. The contractor agrees to provide the specified services fully described herein and is accountable to the OCC only for providing such services, materials, or work ordered. For the purpose of this contract, the contractor’s personnel shall not be subject to the supervision of an OCC office or employee while engaged in the performance of its duties.

(End of clause)

1052.239-8000 (OCC) INFORMATION AND COMMUNICATION TECHNOLOGY (ICT) ACCESSIBILITY (JAN 2023)

(a) Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C 794d) , as amended by the Workforce Investment Act of 1998, all Information and Communication Technology (ICT) products and services developed, acquired, maintained, or used under this contract/order must comply with the Information and Communication Technology (ICT) Accessibility Provisions, set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the “Access Board”) in 36 CFR Part 1194 (36 CFR 1194.1 and 36 CFR 1194.2). Information about Section 508 is available at https://www.section508.gov/. The complete text of Section 508 Final Provisions can be accessed at https://www.access-board.gov/ict/about/.

(b) The Section 508 accessibility standards applicable to this contract/order are identified in the Statement of Work/Performance Work Statement. If it is determined by the Government that ICT products and services provided by the Contractor do not conform to the described accessibility standards in the submitted Accessibility Conformance Report (ACR), using the Voluntary Product Assessment Template (VPAT), remediation of the products or services to the level of conformance specified in the Contractor’s ACR/VPAT will be the responsibility of the Contractor at its own expense.

(c) Any modification(s) to this contract/order which adds new ICT products or services or revises the type of, or specifications for, products or services the Contractor is to provide, including ICT deliverables such as electronic documents and reports, the Contracting Officer may require that the Contractor submit an Accessibility Conformance Report (ACR) using the latest version of the Voluntary Product Assessment Template (VPAT) in accordance with its completion instructions and Section 508 requirements, found at https://www.itic.org/policy/accessibility/vpat, to assist the Government in determining that the ICT products or services support Section 508 accessibility standards.

(End of clause)

1052.242-8000 (OCC) EVALUATION OF CONTRACTOR PERFORMANCE (DEC 2010)

(a) The OCC will evaluate the contractor’s performance after contract award. If this contract has option periods, interim evaluations will be conducted at the end of each option period and then a final evaluation report will be prepared at the completion of the entire contract. If this contract does not have renewal options, an evaluation will be conducted upon completion of the contract. Notwithstanding the preceding, the Contracting Officer may conduct evaluations more or less frequently, if the Contracting Officer deems appropriate.

(b) Evaluations will be conducted using an electronic format as established by Contractor Performance Assessment Reporting System (CPARS), an internet-based database of contractor performance information. The OCC will enter the information, gathered from the evaluation, into the CPARS.

(c) If the contractor responds to the evaluation, and the response rebuts any or all of the ratings, the Contracting Officer will attempt to reconcile the areas of disagreement with the contractor. If agreement cannot be reached, the evaluation and response shall be reviewed at a level higher than the Contracting Officer and a final evaluation will be issued by the reviewing official. If the reviewing official finds, either all or in part, against the contractor, the contractor’s response shall become part of the final evaluation. The reviewing official’s final decision shall not be subject to dispute under the terms and conditions of the Disputes clause or subject to resolution in accordance with the terms and conditions of the Alternative Dispute Resolution clause. The reviewing official will provide the contractor with a copy of the final evaluation.

(d) Any government agency authorized to access the Past Performance Information Retrieval System (PPIRS) database will be able to view the performance information related to this contract. Any government agency may also receive a copy the contractor’s performance evaluation, and any associated comments, by contacting the OCC. The OCC will also, upon request, provide copies of any and all of the contractor’s evaluations to the contractor.

(End of clause)

1052.245-8006 (OCC) GENERAL REQUIREMENTS FOR HSPD-12-COMPLIANT SECURITY BADGES – PERSONAL IDENTITY VERIFICATION (PIV CARD)

(JAN 2023)

1. The Contracting Officer’s Representative (COR), in conjunction with the Office of Security (OS) shall determine whether or not contractor personnel must obtain a Homeland Security Presidential Directive (HSPD)-12 compliant Personal Identity Verification (PIV card). Generally, contractor personnel who require regular access (continuous access lasting greater than 180 days) to an Office of the Comptroller of the Currency (OCC) (Government) facility or require access to Government information systems, either from a Government facility or remotely, will require an HSPD-12 PIV card. Contractor personnel who are required to obtain a PIV card must provide all required data and complete all procedures necessary for issuance of a PIV card.

1. All contractor personnel assigned to this contract, or anyone in the company who would have access to OCC facilities or information systems shall submit to the requisite background investigation before beginning

1. work under this contract. For contractor personnel with neither physical or logical access, a Conditional Access to Controlled Unclassified Information Non-Disclosure Agreement (NDA) shall be signed and submitted in lieu of this background investigation.

1. The COR must follow procedures to onboard contractor personnel in the Personnel Administration and Security System (PASS).

1. Contractor personnel shall complete assigned tasks in PASS to include personal identity verification process, make and attend their enrollment appointment and complete the Standard Form (SF) submission process for a background investigation.

1. The contractor personnel’s background fingerprints (HSPD-12 PIV card enrollment) and personnel security questionnaire (DCSA’s e-QIP system) must be reviewed and adjudicated by the Office of Security (OS) before they can receive a PIV card.

1. Contractor personnel must appear in person twice to receive a PIV card. At the first appearance (enrollment), contractor personnel will have their photograph taken and have their fingerprints taken. At the second appearance, contractor personnel will receive and activate their PIV card. See OCC Clause 1052.245-8007 for requirements regarding in-person appearances for security purposes.

1. Contractor personnel shall work with the COR and Office of Security (OS) to obtain their PIV card in a timely fashion.

1. If contractor employees fail to submit all required information and complete all required on-boarding tasks in a timely manner, work under this contract will be delayed and may adversely affect the contractor’s performance requirements and violate the terms and conditions of the contract.

1. Contractor personnel shall surrender their PIV card upon demand of the Contracting Officer (CO), COR or the Personnel Security Officer. Contractor personnel shall return their PIV card to the COR upon completing work under the contract or at any other time if for any reason they no longer require a PIV card.

1. Failure to return the HSPD-12 PIV card is a direct violation of 18 U.S.C. § 641 - Public money, property or records. Therefore, the contractor shall ensure all PIV cards are returned to the OCC as part of the closeout process or final payment may be withheld in accordance with FAR 52.204-9 - Personal Identity Verification of Contractor Personnel.

(End of Clause)

1052.242-8002 (OCC) PERIOD OF PERFORMANCE (SEP 2012)

The base period of performance of this contract is from May 7, 2022, through May 6, 2023.

If exercised, the first option period/year will extend the contract period of performance from May 7, 2023, through May 6, 2024.

If exercised, the second option period/year will extend the contract period of performance from May 7, 2024, through May 6, 2025.

If exercised, the third option period/year will extend the contract period of performance from May 7, 2025, through May 6, 2026.

If exercised, the fourth option period/year will extend the contract period of performance from May 7, 2026, through May 6, 2027.

(End of clause)

1052.243-8001 (OCC) AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER (SEP 2016)

(End of clause)

(OCC) 1052.245-8001 INFORMATION TECHNOLOGY SECURITY AWARENESS TRAINING (JAN 2014)

a. As used in this clause—“Network (or Logical) Access” means network access to the Office of the Comptroller of the Currency’s (Government) information resources regardless of location, and “contractor personnel” includes advisors, consultants, or agents to the contractor, subcontractors or their personnel, or any other persons under the auspices of the contractor.

b. The Contractor understands that work to be performed under this contract may require network (logical) access to the Government’s information resources. Contractor personnel must complete initial training on their information technology (IT) security responsibilities and the Government’s established system rules of behavior to receive network access to the Government information resources. Contractor personnel requiring network access to the Government’s information resources must also complete security awareness training annually for the duration of this contract.

c. The contractor is responsible for its personnel who require access to the Government’s information resources. The contractor shall provide a list of names to the Contracting Officer’s Representative (COR) after award to initiate the background investigation process and identify contractor personnel who require information security awareness training. The contractor shall update this list during contract performance to add or remove contractor personnel to or from the contract.

d. Contractor personnel shall complete the IT Security Awareness Training located on the Personnel and Administration Security System (PASS) https://pass.occ.treas.gov/suite/apps before receiving network access to the Government’s information resources. The contractor personnel must sign and date the certificate at the end of the training with their legal names, and provide electronic copies of the certificate to the Security and Compliance Services (SCS) at least two weeks prior to the need date for network access. The contractor shall contact the COR in writing to ensure timely processing of request(s) or for situations when immediate access is required due to circumstances beyond the contractor’s control.

e. Contractor personnel shall complete the training annually according to the schedule provided by the Government each year. Failure to complete the training according to the Government schedule will result in those contractor personnel having their access to the Government’s network,…