DTFR5316R00002_Amend_1.pdf

SOLICITATION #DTFR5316R00002 AMENDMENT 1

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 SUPPLIES OR SERVICES TO BE PROVIDED

This solicitation is for an Indefinite Delivery Indefinite Quantity (IDIQ) type contract that provides for the acquisition of services as set forth in the Statement of Work included herein in Section C.

Specific tasks will be issued through individual competitive task orders. Firm Fixed Price or Time and Materials/ Labor Hour task orders will be issued individually in accordance with the terms and conditions described in Section H – Special Contract Requirements or as specified elsewhere in the contract. Firm Fixed Price is the preferred contract type. Funds will be obligated by individual task orders.

(a) Upon execution of task orders, the contractor shall provide the personnel, facilities, equipment and all other materials and services necessary to perform the requirements set forth in the task order Statement of Work.

(b) In accordance with FAR Subpart 16.5, Indefinite-Delivery Contracts, the minimum and maximum quantities of specific services are defined as follows:

(1) MINIMUM QUANTITY: The minimum value specified herein represents the total minimum amount of work effort (in terms of dollars) that the Government is required to order and the contractor is obligated to furnish as ordered, over the entire term of the contract, inclusive of the 1-year base period (Base Period) and any 1-year options (Option Periods) exercised. The total minimum value of each contract will be $5,000. The government reserves the right to withhold this minimum amount if the vendor demonstrates consistent lack of interest in competing for orders.

(2) MAXIMUM QUANTITY: The maximum value of the contract specified herein, represents the total maximum amount of work effect (in terms of dollars) that the

Government may require and the contractor is obligated to furnish if and as ordered, over the entire term of the contract inclusive of the Base Period and any options exercised. The total maximum value of each contract will be $10,000,000.

B.2 Schedule

Offerors should present labor category terminology that is representative of their established labor category structures. However, Offerors MUST provide in Section B a fully loaded hourly billing rate for all labor categories that could potentially be required for contract performance. If your firm has two or more levels in a particular labor category (i.e, 1st year Associate, 2nd year Associate, etc.) then state a rate for each. Other Direct Costs (ODCs), which will be billed at cost, are not included. Specific amounts for ODCs will be determined by the Contracting Officer upon the award of individual task orders. Offerors selected for award of an IDIQ contract will be eligible to compete for the award of task orders.

CLIN DESCRIPTION EST HRS UNIT RATE TOTAL EST COST

0001 Base period

Legal Support Services

TBD

HR $TBD

$TBD (NTE)

Offerors shall cite the applicable labor categories and rates anticipated to be billed over the contract period for this CLIN. Add or delete sub-CLINs as needed.

Labor Category Rate

0002 Option period 1

Legal Support Services TBD HR $TBD $TBD (NTE)

0003 Option period 2

0004 Option period 3

0005 Option period 4

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 PURPOSE

The Federal Railroad Administration (FRA), on behalf of the US Department of Transportation

(DOT), is establishing multiple 1-year Indefinite Delivery/Indefinite Quantity (ID/IQ) contracts, with four one-year options (Option Periods) to extend, to provide legal advice and assistance to the agency for the Railroad Rehabilitation and Improvement Financing (RRIF) loan and loan guarantee program and other legal matters. The selected Contractors will primarily provide advice to FRA on the RRIF program, including program administration documentation, individual financing applications, existing loans, and drafting and negotiating documents related to direct loans and loan guarantees. FRA may also ask the selected Contractors to provide advice to

FRA regarding, for example, litigation involving other issues, and the National Environmental

Policy Act, among other matters.

The FRA seeks to award legal advisory task orders to well qualified Offerors with significant experience in one or more of the following areas: rail equipment and/or rail infrastructure, railroad right-of-way acquisitions, and transit-oriented development related to passenger stations including commercial and residential development. Offerors should have significant experience representing lenders financing these transactions under various complex structures, including:

corporate loans, secured lending (personal and real property), project finance, equipment leasing, municipal and/or corporate bonds, commercial lending public-private partnerships, and tax increment financing. FRA is interested in Offerors with experience representing public lenders like the FRA. Typical borrowers include state and local governments, government sponsored authorities and corporations, private railroads, and joint ventures including at least one of these entities.

Attorneys providing services under this contract must be admitted to the bar of at least one U.S.

state or the District of Columbia, in good standing, and have graduated from an accredited U.S.

law school.

FRA's objectives for the Contractor under this contract are to assist the FRA in evaluating project development from a legal perspective and structuring transactions at all stages of the loan lifecycle, including loan origination, amendments to existing loan agreements, structuring and negotiating loan workouts, intercreditor arrangements, portfolio management, and in distressed borrower/bankruptcy situations. In addition, FRA seeks Contractors able to provide research and other special legal advisory services to assist in carrying out RRIF program and other requirements. FRA will solicit Contractor advice regarding standard market provisions, to assure that the transaction protects the Federal government’s interest, and to assure consistency with the governing statutes, regulations, notices, Office of Management and Budget circulars, and executive orders associated with the RRIF program and federal lending in general. The number of task orders issued will depend on factors to include the demand for assistance, the type and complexity of the applications, the number of other issues that arise, and the availability of FRA resources.

Unless specifically stated otherwise, the Contractor will furnish all necessary facilities, materials, and personnel to perform services necessary to successfully complete each task order issued to it.

C.2 BACKGROUND

Under the RRIF program, the FRA Administrator is authorized to use $35 billion to provide direct loans and loan guarantees to state and local governments, interstate compacts, government sponsored authorities and corporations, railroads, joint ventures that include at least one of these entities and certain limited option freight shippers. Eligible projects include acquiring, rehabilitating and improving intermodal or rail equipment, refinancing outstanding debt for such purposes, reimbursing for planning and design expenses, developing or establishing new intermodal or railroad facilities and financing certain economic development, including commercial and residential development related to passenger rail stations. (See 45 U.S.C. 821 et seq.). Additional information about the RRIF program may be found at https://www.fra.dot.gov/Page/P0128.

The RRIF program attracts a diverse range of applicants and projects. RRIF loan applicants and borrowers include small, closely-held railroads, Class I railroads, and public and governmental entities. Past and potential RRIF projects include loans for track rehabilitation, refurbishing or purchasing equipment, rehabilitation of intermodal facilities, new intermodal facilities, purchasing right of way / infrastructure, and construction of new high speed rail lines. To date, the smallest RRIF loan was for less than $100,000 and the largest was nearly

$1 billion. Representative transactions include:

$6.8 million term loan to a Class III railroad to purchase rolling stock secured by rolling stock and real property;

$967.1 million bond acquisition from a large regional transportation authority to install positive train control systems secured by general revenue pledge; and

$25.5 million term loan to a Class III railroad to rehabilitate and construct track, yards, and rail buildings secured by real property, track, and equity pledges.

C.3 CONTRACTOR TASKS

Under the terms of this contract and specific task orders awarded, the Contractor will assist the RRIF program in a multitude of ways, including to: evaluate, negotiate, and document individual credit transactions; identify and resolve collateral deficiencies; improve FRA’s position as a lender; and provide advice and counsel regarding requests for lien releases, loan workouts, and loan compliance issues. For loan origination, FRA maintains template loan documents that the Contractor will be expected to adapt as appropriate for each transaction.

The Contractor will also be expected to recommend and prepare additional documents as needed.

The Contractor will work directly with FRA’s Office of Chief Counsel, and at times DOT’s

Office of General Counsel (OGC), FRA’s RRIF program office, FRA’s independent financial advisor, FRA and DOT leadership, representatives from the Office of Management and

Budget, and opposing counsel. During a transaction, all communication with parties outside of

FRA’s Office of Chief Counsel will occur only with the participation or approval of the FRA

Contracting Officer’s Representative (COR).

The Contractor will perform tasks as set forth in its task orders that will typically include, but are not limited to:

1. Providing advice and counsel to FRA regarding all legal aspects of the proposed credit transaction.

2. Reviewing, drafting, negotiating and amending loan transaction documents, including term sheets, direct loan agreements, guaranteed loan agreements, security agreements, guarantees, inter-creditor agreements, cross-collateral agreements and mortgages/Deeds of Trust, lease agreements, pledge agreements, bond indentures, hedge agreements, construction agreements, insurance agreements, swap termination agreements, and inter-creditor agreements among the DOT and selected lenders and third parties, as appropriate.

3. Ensuring that terms, conditions, covenants, and remedies in the RRIF credit agreements and related transaction documents are appropriate for the particular transaction, provide adequate security to the Government, and are consistent with the governing statutes and regulations implementing the RRIF program.

4. Advising on opinions to FRA that take into account foreign jurisdictions and foreign laws, including the foreign equivalent of bankruptcy law, secured transactions law and real estate law.

5. Providing special technical and legal advisory services relating to the RRIF program administration, including research and the issuance of legal opinions not related to a specific project.

6. Furnishing legal memoranda that could be incorporated into a briefing memorandum making recommendations with regard to the FRA's execution of the RRIF agreements.

7. Representing in conjunction with FRA attorneys, as appropriate, the FRA on all tasks required for financial close of the credit transaction, including, but not limited to, the preparation of the closing memorandum, all legal opinion letters and certificates required for closing a transaction, including, borrower's counsel, lender's counsel, and/or bond counsel, as appropriate, the review of all final documentation, and hosting and handling of all closing activities. Such closing may be held simultaneously with other project loans (if any) and other agreements related to the transaction.

8. Attending meetings in Washington, D.C. or other locations and participating in conference calls involving the FRA (including RRIF program staff, FRA counsel, and outside financial advisor) and the borrower, as necessary. The FRA anticipates that each negotiation may require meetings in Washington, D.C. or a location convenient to the borrower. The contractor must be prepared to attend meetings on short notice.

9. Providing FRA both printed and electronic copies of the final transaction documents (the

"closing binder") no later than 60 days after FRA's execution of the credit agreement.

10. Advising, reviewing, drafting, and providing negotiating assistance regarding all legal aspects of loan portfolio management, including amendments, waivers, lien releases, the exercise of rights and remedies under the loan documents, workouts, and bankruptcy.

Additional Tasks

The contractor may be required to provide research and other special legal advisory services, as needed, to assist in carrying out FRA’s mission. These may include research and legal support on matters such as other general litigation issues and the National Environmental

Policy Act.

SECTION D - PACKAGING AND MARKING

D.1 PACKAGING AND MARKING

(a) All packing and mailing of reports or submittals shall be accomplished in the most economical and efficient manner and in accordance with the best commercial practices. It is strongly suggested that packages be sent via express mail or private overnight carrier such as: Fed Ex, DHL, or UPS.

(b) All information submitted to the Contracting Officer or the Contracting Officer’s

Representative (COR) shall be clearly marked with the name of the organization/contractor, the contract number, task order and/or modification number as appropriate and the identification of the submission.

D.2 PAYMENT OF POSTAGE AND FEES

All postage and fees related to submitting information under the terms and conditions of the contract, including forms, report, etc., to the Contracting Officer or the COR, shall be paid by the contractor.

SECTION E - INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE

Satisfactory completion of work under this contract shall be indicated by written receipt of such work by the Contracting Officer or the designated Contracting Officer Representative (COR).

Taking physical delivery of deliverable items shall not constitute acceptance.

SECTION F - DELIVERIES OR PERFORMANCE

F.1 POST AWARD EVALUATION OF CONTRACTOR PERFORMANCE

a. Contractor Performance Evaluations

Interim and final evaluations of contractor performance will be prepared on this contract in accordance with FAR 42.15. The final performance evaluations will be prepared as soon as possible after completion of all required work and contract term.

Interim and final evaluations will be provided to the contractor as soon as practicable after completion of the evaluation. The contractor may elect to review the evaluation and submit additional information or a rebuttal statement within thirty days. Any contractor response is voluntary. Any disagreement between the parties regarding an evaluation will be referred to an individual one level above the Contracting Officer, whose decision is final.

Copies of the evaluations, contractor responses and review comments, if any, will be retained as part of the contract file and may be used to support future award decisions.

b. Electronic Access to Contractor Performance Evaluations

The U.S. Department of Transportation utilizes the Contractor Performance Assessment Reporting

System (CPARS) to record and maintain interim and final past performance information.

Contractors that have Internet capability may access evaluations through a secure Web site for review and comment by completing the registration form that can be obtained at the following

URL: https://www.cpars.gov/.

The registration process requires the contractor to identify an individual that will serve as a primary contact and who will be authorized access to the evaluation for review and comment. In addition, the contractor will be required to identify a secondary contact who will be responsible for notifying the cognizant contracting official in the event the primary contact is unavailable to process the evaluation within the required 30-day time period. Once the contractor is registered and a performance evaluation has been prepared and is ready for comment, the CPARS will send an email to the contractor representative notifying that individual that a performance evaluation is electronically available for review and comment.

F.2 PLACE OF DELIVERY

(a) All deliverables, as described herein and as required by individual task orders, unless otherwise directed by the COR, shall be submitted in electronic format by email to the assigned

COR and CO of the task order.

F.3 CONTENTS OF DELIVERABLES

Deliverables will be negotiated by individual task orders under this contract.

SECTION G - CONTRACT ADMINISTRATION DATA

G.1 RESERVED

G.2 TAR 1252.242-73 CONTRACTING OFFICER'S REPRESENTATIVE. (OCT 1994)

(a) The Contracting Officer may designate Government personnel to act as the Contracting

Officer's Representative (COR) to perform functions under the contract such as review and/or inspection and acceptance of supplies and services, including construction, and other functions of a technical nature. The Contracting Officer will provide a written notice of such designation to the

Contractor within five working days after contract award or for construction, not less than five working days prior to giving the contractor the notice to proceed. The designation letter will set forth the authorities and limitations of the COR under the contract.

(b) The Contracting Officer cannot authorize the COR or any other representative to sign documents (i.e., contracts, contract modifications, etc.) that require the signature of the Contracting

Officer.

(c) The Contracting Officer is the only individual who can legally commit or obligate the

Government for the expenditure of public funds. The technical administration of this contract shall not be construed to authorize the revision of the terms and conditions of this contract. Only the

Contracting Officer can authorize any such revision in writing. The Contracting Officer shall promptly countermand any action that exceeds the authority of the COR.

G.3 COR ASSIGNMENT

(To be inserted at time of award) is hereby designated as the Contracting Officer’s Representative

(COR) for this contract. The COR can be reached at (to be inserted at time of award).

The COR has the authority to monitor the technical progress of the services that are required to be delivered under the contract. This includes visits to the contractor’s place of performance, meetings, and telephone conversations with the contractor’s personnel, inspection, acceptance, or rejection of the contracted items and other duties that may be authorized by the contracting officer.

The COR cannot authorize or order the cessation of contract work or delete, change or waive any of the technical requirements or other terms and conditions of the contract. If a change (monetary or otherwise) to the contract is desired, the contractor must submit a written request to the contracting officer for consideration. If appropriate, the change will be effected by a contract modification, after discussions and/or negotiations. Whenever a difference of opinion between the contractor and the COR occurs, the contracting officer or contract specialist should be contacted immediately for resolution.

The contractor should also contact the contracting officer or contract specialist when the COR cannot be contacted on a technical matter and for assistance on all other matters pertaining to this contract.

G.4 INVOICING INSTRUCTIONS

The contractor shall submit invoices for payment utilizing Standard Form 1034 prepared in accordance with “Instructions for Preparation and Submission of Public Vouchers” available via the following link: http://www.dot.gov/assistant-secretary-administration/procurement/tar-part-

1232-contract-financing

Send one original copy to the following address:

FAA MIKE MONRONEY AERONAUTICAL CENTER

HQ ROOM 272/FRA

6500 S MACARTHUR BLVD

OKLAHOMA CITY, OK 73169

or http://www.dot.gov/assistant-secretary-administration/procurement/tar-part-1232-contract-financing http://www.dot.gov/assistant-secretary-administration/procurement/tar-part-1232-contract-financing electronically to: 9-amc-amz-fra-invoices@faa.gov

Payment will be made by electronic funds transfer (EFT) to the contractor’s bank account in accordance with the banking information to be supplied by the contractor on the SF 3881.

G.5 TRAVEL AND PER DIEM

(a) All travel must be approved in writing by the COR prior to all travel events.

(b) All travel reimbursable hereunder shall conform to the requirements under FAR 31.205-46.

(c) All travel shall be reimbursed in accordance with current Government travel regulations at economy class rates when available. If not available, reimbursement vouchers shall be annotated that economy class was not available. The contractor shall be reimbursed for actual costs incurred for per diem/subsistence costs in accordance with current Government travel regulations.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H.1 ACCESSIBILITY OF MEETINGS AND CONFERENCES TO PERSONS WITH

DISABILITIES

The contractor shall assure that any meeting or conference held pursuant to the contract will meet all applicable standards for accessibility to persons with disabilities.

H.2 CONFLICTS OF INTEREST

The FRA seeks counsel that will provide the highest caliber of services commensurate with the complexity of the legal advice requested. The FRA recognizes that firms often represent a party and provide services to a party in one transaction and upon completion of a transaction may represent another party. Conflicts are viewed within the legal and financial profession on a transactional basis and subject to rules of professional responsibility or codes of conduct.

At no time may an Offeror represent both FRA and an applicant or borrower on the same transaction.

The DOT is committed to avoiding situations which may place any of its contractors in a position that may subject them to circumstances involving bias, conflicts of interest or unprofessional conduct. In this respect, the contractor's strategic goals, corporate policies, management practices, and culture must be designed to maintain the firm's public responsibility of independence without regard to remuneration from other sources.

DOT's policy is to award contracts to only those offerors whose objectivity is not impaired due to any related past, present, or planned interest, financial or otherwise, in organizations regulated by

DOT or in organizations whose interests may be substantially affected by Departmental activities.

No member, partner or key personnel of the Contractor, or an immediate family member thereof, shall have an interest, financial or otherwise in applicants, projects or a real property related to a project, or property that is adjacent thereto, for which the FRA is or is contemplating providing credit assistance.

The contractor shall be bound by, and strictly comply with, applicable Rules of Professional

Responsibility or Code of Conduct requirements regarding ethical and conflict of interest issues that impact the delivery of advisory services provided to the Department.

Key personnel identified in the task order or base IDIQ contract shall not represent any applicant or borrower seeking assistance from the RRIF Program described herein. Key personnel may provide program information that is publicly available to non-key members such as the RRIF statute, its implementing regulations, and other information that has been disclosed to the public.

The Contractor agrees that whether before or after award of the contract or a task order, it must promptly disclose, in writing, to the Contracting Officer and COR any actual or apparent conflict of interest with FRA, DOT or any modal administration within DOT whether or not related to the

RRIF program. The contractor must also provide written disclosure of any other interest or relationship that may give rise to the appearance of a conflict that could affect the public's confidence in the Department's execution of federal laws and regulations governing its financial assistance and safety programs. Such disclosure will include a description of the action the

Contractor has taken to remedy the conflict, and if applicable, a request for waiver of such conflict if appropriate. The Contracting Officer who, after consulting with the COR and FRA’s

Office of Chief Counsel, will make a final decision on such request.

The Contracting Officer will determine whether to grant waiver requests, and whether the firm should:

1. Be placed in a "hiatus status" if the firm represents an entity whose interest the

Department believes is at odds with the Department, or

2. Be permitted to continue to respond to task orders not involving that particular client.

3. Agree in writing to take steps necessary to avoid, neutralize, or mitigate the conflict and ensure there are adequate safeguards to protect the DOT's interest including to preclude any communication between key personnel to this contract and other

Offeror members, associates, and assistants that are representing a party in a proposed financing.

With each task order proposal, the Contractor is required to certify compliance with the DOT's conflict of interest policy as follows:

1. Based on the names of RRIF applicants on the RRIF website at http://www.fra.dot.gov/rpd/freight/1770.shtml and to be provided by the

Contracting Officer, the Offeror will determine whether any of the entities or any related entities are also clients of the Contractor.

2. Whether the contractor ever represented any entity in any proceeding before the

FRA or DOT.

3. In accordance with Federal Acquisition Regulation (FAR) Subpart 9.5, and consistent with State Code of Professional Responsibility or the Model Rules of http://www.fra.dot.gov/rpd/freight/1770.shtml

Professional Conduct (depending on which is applicable to the contractor), the

Contractor shall conduct a conflict of interest analysis.

4. The Contractor shall then certify that no actual or potential conflict exists with respect to the services to be provided in connection with the task order or that any actual or potential conflict of interest that does or may exist has been communicated in writing to the Contracting Officer.

Notwithstanding such certification and communication, the Contracting Officer reserves the right under 9.504 of the FAR, to independently evaluate any potential conflict(s) of interest and take action to avoid, neutralize, or mitigate the conflict(s) prior to award of a task order. If the Contractor was aware of a potential or actual conflict of interest prior to award of a task order or discovered an actual or potential conflict after award and failed to disclose or misrepresented relevant information to the Contracting Officer, whether intentionally or not, the Government may terminate the contract for cause.

.4 TAR 1252.237-73 KEY PERSONNEL (APR 2005)

(a) The personnel as specified in paragraph (c) are considered essential to the work being performed hereunder and may, with the consent of the contracting parties, be changed from time to time during the course of the contract by adding or deleting personnel, as appropriate.

(b) Prior to removing, replacing or diverting any of the specified individuals or facilities, the Contractor shall notify, in writing, and receive consent from the Contracting Officer reasonably in advance of the action and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract.

(c) No diversion of key personnel shall be made by the Contractor without the written consent of the Contracting Officer. The Contracting Officer may ratify, in writing, the change and such ratification shall constitute the consent of the Contracting Officer required by this clause.

The Key Personnel under this contract are (to be determined at time of award):

Name Title/Function

TBD TBD

TBD TBD

H.5 ORDERING PROCEDURES

(a) Task Orders negotiated under this contract may be issued only by a designated Contracting

Officer representing the U.S. Department of Transportation, Federal Railroad Administration.

(b) Task orders may be solicited, negotiated, and issued from the effective date of this contract through completion or termination of the base period and the four, one year option periods of the contract. If all options are exercised, task orders may be issued through a five (5) year period commencing from the effective date of contract.

(c) All task orders shall be subject to the terms and conditions of this basic contract. In the event of conflict between a task order and this contract, the contract shall control. The Government will issue task orders for those segments of work defined in the Statement of Work included herein in

Section C. The task orders shall be the instruments for specific work performance.

(d) Task order proposal requests will be issued to the IDIQ awardees on a competitive basis. Task order awards will be made in accordance with the evaluation criteria stated in the task order proposal request. Task orders will be unilaterally executed by the Federal Railroad Administration

Contracting Officer. The Contracting Officer will execute task orders, in writing, using an

Optional Form 347, a suitable agency-approved form or any other appropriate contractual instrument.

(e) There is no limit on the number of task orders that may be issued against this contract. It is anticipated that firm-fixed-price (FFP) and Time and Material task orders will be negotiated for individual work requirements under this contract within the minimum and maximum values stated for the base and each option period. If the Government’s requirements (in any period or in all periods combined) do not result in task orders against this contract beyond the stated minimum value ($5,000), that fact shall not constitute the basis for an equitable price adjustment.

(f) Any task order issued during the effective period of this contract and not completed within that time shall be completed by the contractor within the time specified in the order, which may be amended as appropriate. The task order shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period.

g) Orders placed under this contract shall contain the following information:

1. Contract number and Task Order number;

2. Scope of Work, including references to applicable requirements in the basic contract;

3. Effective date of the order;

4. Delivery or performance period;

5. The estimated price for services to complete performance under the task order;

6. Milestones schedule for progress payments, if any;

7. The Not-to-Exceed dollar amount for contractor travel and other miscellaneous expenses to be reimbursed by the Government under the task order, if any.

8. Place and manner of inspection and acceptance;

9. Accounting and appropriation data;

10. Name and telephone number of the assigned FRA COR; and

11. Any other pertinent information.

H.6 TASK ORDER PROPOSAL EVALUATION

(a) Written task order proposal requests for each prospective task order will be issued on a competitive basis by the Contracting Officer. Each task order proposal request shall include the specific statement of work. After issuance of the request, the contractors shall prepare and submit to the Contracting Officer a proposal in accordance with the specific statement of work in the task order proposal request. The proposal shall serve as the basis for negotiation of a finalized task order and shall specify the following:

(1) The technical approach to the work to be performed to include assigned personnel;

(2) The proposed time schedule for performance, with milestones suitable for monitoring task progress and making payments;

(3) Dollar amount and type of any proposed subcontract, including detailed supporting documentation pertaining to proposed prices;

(4) The total price, to be drawn against the negotiated ceilings under the basic contract; and

(7) Any other pertinent information related to the technical approach or pricing.

(b) Upon receipt of the contractors’ proposals, the Contracting Officer will evaluate the proposals to determine the proposal that represents the best value to the government. The Government reserves the right to accept or reject the contractor’s proposal without further discussions or negotiations. The Contracting Officer will hold negotiations, as necessary, to resolve any technical and price issues in the selected proposal.

(c) Upon completion of the above process, the contractor shall be issued a completed order document accompanied by the Statement of Work to include the incorporation by reference of the accepted technical approach within the proposal. Only upon receipt of a fully executed, written task order shall the contractor commence work thereunder. The Government shall not be obligated to reimburse the contractor for work performed, items delivered or costs incurred, nor shall the contractor be obligated to perform, deliver, or otherwise incur costs except as authorized by a fully executed, written task order, which has been signed by the Contracting Officer.

SECTION I - CONTRACT CLAUSES

I.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

http://acquisition.gov/far/index.html

Number Title

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS

(APR 2014)

52.203-98 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE

CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS—

REPRESENTATION (FEB 2015)

52.203-99 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE

CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS (FEB 2015)

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER

CONTENT PAPER (MAY 2011)

http://acquisition.gov/far/index.html

52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING

(JUL 2015)

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE

(JUL 2015)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS. (DEC 2014)

52.212-1 INSTRUCTIONS TO OFFERORS-COMMERCIAL ITEMS (OCT 2015)

52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS

COMMERCIAL ITEMS (OCT 2015)

52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (May

2015)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS (Mar 2016)

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

2015)

(2) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(3) 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:

__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).

___ (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 2015) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

___ (6) 52.204-14, Service Contract Reporting Requirements (Jan 2014) (Pub. L. 111-117, section 743 of Div. C).

_X__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (Jan 2014) (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).

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

Matters (Jul 2013) (41 U.S.C. 2313).

___ (10) [Reserved]

___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011)

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

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

___ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

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

___ (13) [Reserved]

___ (14) (i) 52.219-6, Notice of Total Small Business 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.

_X__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (15 U.S.C.

637(d)(2) and (3)).

_X__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Oct 2015) (15 U.S.C. 637

(d)(4)).

___ (ii) Alternate I (Oct 2001) of 52.219-9.

___ (iii) Alternate II (Oct 2001) of 52.219-9.

___ (iv) Alternate III (Oct 2015) 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 (Nov 2011) (15 U.S.C. 637(a)(14)).

_X_ (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 Economically Disadvantaged Women-Owned

Small Business (EDWOSB) Concerns (Jul 2013) (15 U.S.C. 637(m)).

___ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB)

Concerns Eligible Under the WOSB Program (Jul 2013) (15 U.S.C. 637(m)).

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

X_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2014)

(E.O. 13126).

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

_X__ (28) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

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

_X__ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29

U.S.C. 793).

_X__ (31) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C. 4212).

_X__ (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 (Mar 2015) (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).

_X__ (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) (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.

___ (37) (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.

___ (38) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42

U.S.C. 8259b).

___ (39) (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__ (40) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while

Driving (Aug 2011) (E.O. 13513).

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

___ (42) (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.

___ (43) 52.225-5, Trade Agreements (Nov 2013) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X___ (44) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the

Department of the Treasury).

___ (45) 52.225-26, Contractors Performing Private Security Functions Outside the United

States (Jul 2013) (Section 862, as amended, of the National Defense Authorization Act for

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

___ (46) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C.

5150).

___ (47) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area

(Nov 2007) (42 U.S.C. 5150).

___ (48) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002)

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

___ (49) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C.

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

_X__ (50) 52.232-33, Payment by Electronic Funds Transfer— System for Award

Management (Jul 2013) (31 U.S.C. 3332).

___ (51) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for

Award Management (Jul 2013) (31 U.S.C. 3332).

___ (52) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (53) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (54) (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.

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

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

___ (2) 52.222-41, Service Contract Labor Standards (May 2014) (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) (May 2014) (29 U.S.C.206 and 41

U.S.C. chapter 67).

___ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price

Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to

Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements

(May 2014) (41 U.S.C. chapter 67).

___ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to

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

___ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (E.O.

13658).

___ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May

2014) (42 U.S.C. 1792).

___ (10) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C.

5112(p)(1)).

(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 (Oct 2015) (41

U.S.C. 3509).

(ii) 52.219-8, Utilization of Small Business Concerns (Oct 2014) (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.

(iii) 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.

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

(v) 52.222-26, Equal Opportunity (Apr 2015) (E.O. 11246).

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

(vii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29

U.S.C. 793).

(viii) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C. 4212).

(ix) 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.

(x) 52.222-41, Service Contract Labor Standards (May 2014), (41 U.S.C. chapter

67).

(xi) ____ (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (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).

(xii) 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.)

(xiii) 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)

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

(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2014) (E.O.

13658).

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

United States (Jul 2013) (Section 862, as amended, of the National Defense

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

(xvii) 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.

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

(Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by the contract in an amount of less than $1,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor --

(1) Any order for a single item in excess of $10,000,000;

(2) Any order for a combination of items in excess of $10,000,000; or

(3) A series of orders from the same ordering office within 15 days that together call for quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the

Government is not required to…