RFQ 693JJ624Q000014-FRA CSS_Outside Counsel.pdf

Request for Quote 693JJ624Q000014

P a g e 1 | 46

COMBINED SYNOPSIS AND SOLICITATION

August 5, 2024

This is a combined synopsis/solicitation for commercial products or commercial services prepared in accordance with the format in subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a separate written solicitation will not be issued.

The solicitation number is 693JJ624Q000014 and being issued as full and open competition.

This notice and the incorporated provisions and clauses are those in affect through the Federal Acquisition Circular FAC 2024-05. Clauses and Provisions are available in full text at www.acquisition.gov. All responsible sources may submit a quote.

North American Industry Classification System (NAICS) Code: 541110, Law Practices

Eligible business size: All

Competition: Full and Open Competition

Product and Service Code (PSC): R418, Support-Professional: Legal

FAR Provisions/Clauses: 52.212-1, 52.212-2, 52.212-3, 52.212-4, 52.212-5 apply to this procurement. For full text and wording visit www.acquisition.gov.

The Government contemplates an award of a multiple-award hybrid Firm Fixed Price (FFP) / Labor Hour (LH) Blanket Purchase Agreement (BPA) resulting from this solicitation.

Issuing Office: Federal Railroad Administration (FRA) Office of Acquisition, RAD-30

1200 New Jersey Avenue, S.E.

Washington, DC 20590-0001

Agency Contact: Koren Wheeler, Contracting Officer Telephone: (202) 366-9196 Koren.wheeler@dot.gov

Description of requirements for the items to be acquired (See full performance Work Statement (PWS) at the end of this document):

This is a hybrid full and open competition multiple-award Blanket Purchase Agreement (BPA) Request for Quotation (RFQ) 693JJ624Q000014, resulting in Labor Hour and/or Firm Fixed Price BPA Orders, being issued by the Federal Railroad Administration (FRA) Office of Acquisition to support Outside Counsel Realty Transaction Services. The FRA intends to solicit quotations for multiple award Blanket Purchase Agreements to support an anticipated Period of Performance of 09/17/2024 through 09/16/2029, totaling five years.

https://www.acquisition.gov/far/part-12#FAR_Subpart_12_6 http://www.acquisition.gov/ http://www.acquisition.gov/ mailto:Koren.wheeler@dot.gov

P a g e 2 | 46

The purpose of this combined synopsis/solicitation and resulting Blanket Purchase Agreement (BPA) is to procure outside legal counsel services to provide legal advice and assistance to support complex property transactions in which FRA has a federal interest. FRA anticipates an increased need for legal assistance on complex property transactions, often involving commercial interests, in part due to the unprecedented Federal funding for rail improvement projects provided in the Infrastructure Investment and Jobs Act (IIJA) (Pub. L. 117-58). Many of these projects may involve Amtrak-owned property that is subject to the Federal Mortgage.

The following solicitation provisions apply to this acquisition:

Federal Acquisition Regulations

FAR 52.212-1, Instructions to Quoters–Commercial Products and Commercial Services

(SEPT 2023)

ADDENDUM TO FAR 52.212-1, INSTRUCTIONS TO QUOTERS-COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES (SEPT 2023)

Paragraph (c) is revised to 90 calendar days.

Instruction to Quoters:

1. Submission of quotes.

a. The Quoter must be registered in the System for Award Management (SAM) at http://www.sam.gov.

b. To obtain clarifications and/or additional information concerning requirements or specifications, submit an email to Koren Wheeler@dot.gov. All inquiries will be responded to as necessary in amendment format which will be posted on http://www.sam.gov

c. The deadline for submission of questions, clarifications and/or additional information concerning this solicitation is August 16, 2024, 12:00PM Eastern Time. No questions will be answered after this date/time unless determined to be in the best interest of the Government determined by the Contracting Officer.

Telephone inquiries will not be accepted or returned.

d. Quoters must submit quotes electronically via email by the date and time specified. All quotes shall be sent to the Contracting Officer, Koren Wheeler at email: koren.wheeler@dot.gov. Telephone responses shall not be accepted.

Quotes must be received no later than AUGUST 30, 2024, 12:00 PM Eastern Time.

mailto:Koren%20Wheeler@dot.gov http://www.sam.gov/ mailto:koren.wheeler@dot.gov

P a g e 3 | 46

2. Solicitation Instructions and Quotation Information.

The following instructions are for the preparation and submission of quotations. The purpose of this section is to establish requirements for the format and content of the quotation so that quotations contain all essential information and can be evaluated equitably. Quoters are instructed to read the entire solicitation document, including all attachments, prior to submitting questions and/or preparing your quote, Omission of any information from the quote submission requirements may result in rejection of the quote.

a. Quoters are expected to follow the detailed solicitation instructions fully and carefully. The Government will rely on the information provided by the Quoter to evaluate quotations. It is therefore imperative that the Quoter carefully follow the instructions set forth below and submit their quotation in the format and with the content specified below, providing all requested information.

b. Quotes that fail to provide information in the format requested may be found unacceptable and may be rejected without further consideration if the Contracting Officer determines that a significant revision or addendum to the Quoter’s quote would be required to permit further evaluation, and especially if the incompleteness of the quotation or errant formatting of the quote appears to be due from a lack of diligence or competence of the Quoter.

c. The instructions provided have been specifically tailored to the evaluation procedures to be applied to this solicitation. They are designed to ensure the submission of information essential to the understanding and comprehensive validation and evaluation of quotation. The Quoters are responsible for the accuracy and completeness of its quotation.

d. Quotations are expected to conform to all solicitation requirements, and the instructions contained in this Section. The Government will evaluate quotations based on the information provided in the solicitation. The Government will not assume that an Quoter possesses any capability unless set forth in the quotation.

e. These instructions are not evaluation factors. Evaluation factors are set out in

FAR 52.212-2 of this solicitation. However, failure to provide the requested information may make an Quoter ineligible for award or adversely affect the Government's evaluation of an Quoter's quotation.

3. Volumes, Page Limitations, Content and Submission Requirements.

All submissions shall be submitted electronically via email on or before the closing date stated above.

P a g e 4 | 46

A. Quotation Content, Format and Page Limitations:

Naming

Convention Title Format Page

Limitations Volume 1 Cover Letter PDF 2 Volume 2 Technical Quote PDF

Tab A: Technical Approach

PDF 5

Tab B: Experience PDF None Tab C: Key Personnel PDF 2

Volume 3 Price Quote PDF None

B. PDF Format

• Paper size should be 8.5” x 11.”

• Single-sided pages

• Single-spaced lines, including text in figures.

• 1-inch margins for the body of the document

• ½ inch margins for headers and footers

• Standard, consecutive page numbering; in “page x of y pages” format of the page footer.

C. Font

• 11-point or larger (Times New Roman) text for the quotation and all attachments

• 10-point or larger (Times New Roman) text for all tables and figures in the body of the quotation

D. Submission Requirements

• The Quoter must have an active registration in the System for Award Management (SAM) at http://www.sam.gov.

• By submitting a quotation, the Quoter agrees to comply with all terms and conditions set forth in this solicitation.

• Quoter’s must email an electronic copy of each Volume to the Contracting Officer no later than the specified dates and times specified.

• DOT-FRA will not provide any technical assistance or reimburse quote submission costs.

4. Required Components of Each Volume and Section.

Volume 1: Cover Letter – Content (Note: No cost/pricing information shall appear in this volume) An authorized official who can obligate the Contractor shall sign a Cover Letter submitted on the Contractor's letterhead demonstrating the Contractor's intent to be bound to the BPA terms and conditions. The cover letter shall include the following information:

P a g e 5 | 46

1. The Solicitation Number.

2. UEI number.

3. Taxpayer Identification Number (TIN).

4. The name, complete address, telephone number, and email address of the authorized official with the authority to enter into an agreement with the DOT, FRA. Provide the name and contact information for more than one representative in the event of unforeseen events.

5. If applicable, acknowledgement of all Solicitation amendments issued, by clearly acknowledging each amendment in the cover letter and submitting a fully executed copy of each of the Standard Form (SF) 30 Amendments.

6. Include a statement specifying the extent of agreement with all terms, conditions, and provisions included in the RFQ.

7. Identify any exceptions or deviations to clauses, provisions, attachments, etc.

which have been incorporated into this RFQ.

Volume 2: Technical Quote – Content

Tab A:

Quoters shall provide a technical approach detailing how it will meet Sections 2 and 3 of the PWS. The Quoter's approach shall address general timelines for working with the FRA, its understanding of the unique nature of the FRAs role and interests in real-property transactions, and details regarding its ability to provide nationwide legal representation. The technical approach shall not exceed fifteen (15) pages in length.

Technical approach must include the following factors:

a) Proposes a well-reasoned and achievable approach for working with FRA to address Sections 2 and 3 of the PWS with associated general timelines.

b) Conveys an understanding of implications of FRA as a grantor and the unique nature of FRA and the Federal interests it holds.

c) How it plans to provide counsel, including with respect to real property, in all 50 states.

Tab B:

Quoter shall provide a synopsis of corporate experience representing similarly situated parties as the Federal Railroad Administration (FRA). Quoters shall submit a minimum of three (3) and a maximum of five (5) completed transactions (no older than five years (5) from issuance of the solicitation). At a minimum, the prime contractor shall provide at least two (2) completed transactions as part of its submission. Each synopsis shall not exceed two (2) pages in length.

Quoter’s Experience must include the following criteria:

a) Demonstrates that Quoter experience with representing similarly situated parties as the FRA by describing projects similar in scope to those contemplated by the performance work statement (PWS). Examples of similar projects include multiple property actions / documents (e.g., property sales, lien releases, large credit instruments, bond finance, P a g e 6 | 46 federal mortgage agreements, Federal investments, easements, lease agreements, etc.), the overall valuation exceeding $100M, and involving multiple parties (such as Federal, lenders, Amtrak, real property developers).

b) Demonstrates Quoter’s professional experience, subject matter expertise, technical competence, and the adequacy of staffing necessary to perform the PWS objectives:

"Providing advice and counsel to FRA regarding all legal aspects of actions or potential actions, complex property matters in which FRA has an ownership, leasing or funding interest, and related transactions. Counsel will include advising, reviewing, drafting, and providing negotiating assistance regarding all legal matters."

Volume 3: Price

Quoters shall provide a fully burdened Labor Hour rates quotation for the identified Labor Categories. Quoter’s shall provide labor category descriptions that represent the firm's established labor category structures. Proposed Labor Hour Categories and Rates shall be Fully Burdened Fixed Price Labor Rates for all labor categories that the quoter proposes to support performance under the BPA. If a firm has two or more levels in a particular labor category the quoter shall propose a blended rate for performance under the BPA. If a labor category is not used by the quoter, the quoter shall enter Not Applicable.

(Reserved) – The reserved boxes below are open for additional Labor Categories the Quoter recommends adding in addition to the primary Labor Categories. If the quoter chooses to utilize the reserved boxes, the same description criteria for Key Personnel/staff are required as mentioned above. The suggested Labor Categories should also identify the qualifications to support the work. FRA has the right to accept or deny the reserved boxes Labor Categories.

The Labor Hour Rate for the 60-month period totaling five (5) calendar years; shall include the Direct Labor Categories, associated Direct Labor Rates.

Year I:

Labor Category Labor Hour Rate Partner /Of Counsel $ Senior Associate $ Mid-Level Associate $ Associate $ Paralegal $ (Reserved) Add Labor Category $

P a g e 7 | 46

Year II:

Partner /Of Counsel $ Senior Associate $ Mid-Level Associate $ Associate $ Paralegal $

Year III:

Partner /Of Counsel $ Senior Associate $ Mid-Level Associate $ Associate $ Paralegal $

Year IV:

Partner /Of Counsel $ Senior Associate $ Mid-Level Associate $ Associate $ Paralegal $

Year V:

Partner /Of Counsel $ Senior Associate $ Mid-Level Associate $ Associate $ Paralegal $

P a g e 8 | 46

Other related cost such as Labor Hours and Other Direct Cost (Travel, Materials, UCC Searches, and filings) will be considered at the BPA Order/Task Order level.

(End of addendum provision)

FAR 52.212-2, Evaluation – Commercial Products and Commercial Services (NOV 2021)

(a) The Government will award a contract resulting from this solicitation to the responsible Quoter whose quote conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following criteria shall be used to evaluate quotes:

Criterion 1: Technical Approach

Criterion 2: Corporate Experience

Criterion 3: Price

(b) Performance Years. The Government will evaluate quotes for award purposes by comparing labor rates amongst competitors.

(c) A written notice of award or acceptance of a quote, electronically mailed or otherwise furnished to the successful Quoter within the time for acceptance specified in the quote, shall result in a binding contract without further action by either party. Before the quote’s specified expiration time, the Government may accept a quote (or part of a quote), whether there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision)

ADDENDUM TO FAR PROVISION 52.212-2, EVALUATION - COMMERCIAL

PRODUCTS AND COMMERCIAL SERVICES. (NOV 2021)

It is the Government’s intent to award a hybrid Labor Hour and/or Firm Fixed Price multiple award Blanket Purchase Agreement’s (BPA’s) utilizing the procedures of FAR Part 13, to the responsible Quoter whose quote, in conforming to the solicitation, provides the overall best value to the Government considering technical evaluation factors and price. The evaluation will be based on the demonstrated capabilities of, and the overall merit of the solution proposed by the prospective Quoter in relation to the needs of this procurement as set forth in this solicitation.

The merits of each quote will be evaluated carefully. Each quote must demonstrate the feasibility of successful implementation of the requirements of the solicitation.

The Government may reject any quote that is evaluated to be non-compliant with the solicitation requirements.

P a g e 9 | 46

Should initial quotes not provide the Government with a satisfactory total solution, the Government reserves the right to engage with Quoters to obtain a better understand and to reach a best value determination. The Government reserves the right to engage all, some, or none of the Quoters submitting quotations in response to this solicitation. Evaluations will be based solely on the information included in the quote. Therefore, the Quoter’s initial quote should contain the Quoter’s best terms. After receipt of quotes, the Government will conduct an evaluation. At any time prior to selection, including upon receipt of quotes, the Government may exclude a quote from further consideration for any material failure to follow instructions, including the omission of required information.

Evaluation of quotes shall be in accordance with FAR Part 13, Simplified Acquisition Procedures, and this solicitation. Evaluation techniques may include Confidence Ratings, Comparative Evaluation, or a combination of these techniques.

In the event Comparative Evaluation is used, the Government may compare Quoter’s quotes to each other to select the quote that is best suited and provides the best value, considering the evaluation factors in this solicitation.

In the event Confidence Ratings are used the following ratings will be used:

Confidence Ratings

High Confidence The Government has high confidence that the Quoter understands the requirement, proposes a sound approach, and will be successful in performing the contract.

Some Confidence

The Government has some confidence that the Quoter understands the requirement, proposes an acceptable approach, and will be successful in performing the contract.

Low Confidence

The Government has low confidence that the Quoter understands the requirement, proposes an adequate approach, and will be successful in performing the contract.

Award will be made to the quote that is the most advantageous to the Government.

Once the government determines that an Quoter is the best-suited (e.g., the apparent successful awardees), the government reserves the right to engage with only that Quoter to address any remaining issues, if necessary, and finalize an award to that Quoter. These issues may include technical and price. If the parties cannot successfully address any remaining issues, as determined pertinent at the sole discretion of the government, the government reserves the right to engage other best-suited Quoters based on the original evaluation and address any remaining issues. Once the government has engaged the other best-suited Quoters, no further engagements with the previous Quoter will be entertained. This process will continue until an award is successfully reached. This does not constitute a competitive range in accordance with FAR 15.306(c) as this procurement is being conducted in accordance with FAR Part 13.

P a g e 10 | 46

Best Value Trade-Offs: The Government reserves the right to make an award to other than the lowest priced quote if the superior technical solution, or the solution indicating a reduced performance risk, warrants paying a premium. The Government's objective is to obtain the highest technical quality considered necessary to achieve the project objectives, with a fair and reasonable price.

Quoters are cautioned that the Government may not necessarily select the Quoter with lowest priced quote. Technical evaluation factors are more important than price. The Government reserves the right to award to a higher priced Quoter for a more technically superior solution as set forth in the technical evaluation factors. Each Quoter should recognize that its initial price and technical quote may be used as the sole and final basis for award and should quote accordingly. Please provide any pricing discounts.

(End of provision)

FAR 52.212-3, Quoters Representations and Certifications–Commercial Products and Commercial Services (MAY 2024)

FAR 52.216-1 Type of Contract (APR 1984)

Government contemplates award of a multiple hybrid labor hour (LH) / firm fixed price FFP Blanket Purchase Agreement (BPA) resulting from this solicitation.

52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998) This solicitation incorporates one or more solicitation provisions 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. The Quoter is cautioned that the listed provisions may include blocks that must be completed by the Quoter and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the Quoter may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at https://www.acquisition.gov/far

The following solicitation provisions apply to this acquisition:

Federal Acquisition Regulations

52.204-7 System for Award Management (Oct 2018) 52.204-16 Commercial and Government Entity Code Reporting (Aug 2020) 52.212-1 Instructions to Quoters -- Commercial Products and Commercial Services (Sept 2023) 52.212-3 Quoter Representations and Certifications -- Commercial Products and Commercial Services (May 2024) 52.229-11 Tax on Certain Foreign Procurements -- Notice and Representation (Jun 2020) https://www.acquisition.gov/far

P a g e 11 | 46

FAR & TAR PROVISIONS IN FULL TEXT

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021)

The Quoter must not complete the representation at paragraph (d)(1) of this provision if the Quoter has represented that it "does not provide covered telecommunications equipment or services as a part of its quoted products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services—Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Quoter Representations and Certifications- Commercial Products and Commercial Services. The Quoter must not complete the representation in paragraph (d)(2) of this provision if the Quoter has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

(a) Definitions. As used in this provision— Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition must be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a federal contract. Nothing in the prohibition must be construed to—

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as

P a g e 12 | 46 backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Quoter must review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".

(d) Representation. The Quoter represents that—

(1) It □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Quoter must provide the additional disclosure information required at paragraph (e)(1) of this section if the Quoter responds "will" in paragraph (d)(1) of this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Quoter represents that— It □ does, □ does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Quoter must provide the additional disclosure information required at paragraph (e)(2) of this section if the Quoter responds "does" in paragraph (d)(2) of this section.

(e) Disclosures.

(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Quoter has responded "will" in the representation in paragraph (d)(1) of this provision, the Quoter must provide the following information as part of the quote:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known).

(B) A description of all covered telecommunications equipment quoted (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services quoted (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to http://www.sam.gov/

P a g e 13 | 46 determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Quoter has responded "does" in the representation in paragraph (d)(2) of this provision, the Quoter must provide the following information as part of the quote:

(i) For covered equipment—

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known).

(B) A description of all covered telecommunications equipment quoted (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii) For covered services—

(A) If the service is related to item maintenance: A description of all covered telecommunications services quoted (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

52.209-7 Information Regarding Responsibility Matters (Oct 2018)

(a) Definitions. As used in this provision— “Administrative proceeding” means a non-judicial process that is adjudicatory in nature to determine of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

“Federal contracts and grants with total value greater than $10,000,000” means—

(1) The total value of all current, active contracts and grants, including all priced options; and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

P a g e 14 | 46

“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager;

plant manager; head of a division or business segment; and similar positions).

(b) The Quoter [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the Quoter checked “has” in paragraph (b) of this provision, the Quoter represents, by submission of this quote, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this quote regarding the following information:

(1) Whether the Quoter, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the Quoter of a federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in—

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages more than $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the Quoter has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the Quoter has provided the requested information regarding each occurrence.

(d) The Quoter must post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management database via https://www.acquisition.gov (see 52.204- 7).

(End of provision)

1252.237-71 -- Certification of Data (Apr 2005)

NOTICE: The Secretary of Transportation has determined that this certification must be retained in accordance with Section 4301(b)(1)(B)(i)(II) of the Federal Acquisition Reform Act (Public Law 104-106, 41 U.S.C. 425, note) and DOT Memorandum dated July 17, 1996.

https://www.acquisition.gov/ https://acquisition.gov/far/current/html/52_200_206.html#wp1137850 https://acquisition.gov/far/current/html/52_200_206.html#wp1137850

P a g e 15 | 46

(a) The Quoter represents and certifies that to the best of its knowledge and belief, the information and/or data (e.g., company profile; qualifications; background statements;

brochures) submitted with its quote is current, accurate, and complete as of the date of its quote.

(b) The Quoter understands that any inaccurate data provided to the Department of Transportation may subject the Quoter, its subcontractors, its employees, or its representatives to: (1) prosecution for false statements pursuant to 18 U.S.C. 1001 and/or; (2) enforcement action for false claims or statements pursuant to the Program Fraud Civil Remedies Act of 1986, 31 U.S.C. 3801-3812 and 49 CFR Part 31 and/or; (3) termination for default under any contract resulting from its quote and/or; (4) debarment or suspension.

(c) The Quoter agrees to obtain a similar certification from its subcontractors. Signature:

Date:

Typed Name and Title: Company Name:

This certification concerns a matter within the jurisdiction of an agency of the United States and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under 18 U.S.C. 1001.

(End of provision)

TAR CLAUSES INCORPORATED BY REFERENCE

The following Transportation Acquisition Regulation (TAR) clauses are incorporated by reference. The full text of the clauses can be accessed electronically at https://www.transportation.gov/assistant-secretary-administration/procurement/tar-part- 1252- solicitations-provisions-and-contract 1252.223-73 Seat Belt Use Policies and Programs (Apr 2005) 1252.242-72 Dissemination of Contract Information (Nov 022) https://www.transportation.gov/assistant-secretary-administration/procurement/tar-part-1252-solicitatons-provisions-and-contract https://www.transportation.gov/assistant-secretary-administration/procurement/tar-part-1252-solicitatons-provisions-and-contract https://www.transportation.gov/assistant-secretary-administration/procurement/tar-part-1252-solicitatons-provisions-and-contract

P a g e 16 | 46

FAR CLAUSES INCORPORATED BY REFERENCE

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Jun 2020) 52.204-18 Commercial and Government Entity Code Maintenance (Aug 2020) 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services (Nov 2023) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) 52.243-1 Changes-Fixed-Price (Aug 1987) 52.243-3 Changes-Time-and-Materials or Labor-Hours (Sept 2000)

FULL TEXT CLAUSES

52.212-5 -- Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (Feb 2024)

(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 Covered Entities (DEC 2023) (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 https://www.acquisition.gov/far/52.203-19#FAR_52_203_19 https://www.acquisition.gov/far/52.204-23#FAR_52_204_23 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25 https://www.acquisition.gov/far/52.209-10#FAR_52_209_10 https://www.acquisition.gov/far/52.232-40#FAR_52_232_40 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/10/3801 https://www.acquisition.gov/far/52.233-3#FAR_52_233_3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.233-4#FAR_52_233_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

P a g e 17 | 46 implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) ( 41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) ( 41 U.S.C.

4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

_X_ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (6) [Reserved].

_X_ (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111- 117, section 743 of Div. C).

_X_ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

__ (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) ( Pub. L. 115–390, title II).

__ (11)

(i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (DEC 2023) ( Pub. L. 115–390, title II).

__ (ii) Alternate I (DEC 2023) of 52.204–30.

https://www.acquisition.gov/far/52.203-6#FAR_52_203_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.govinfo.gov/link/uscode/10/4655 https://www.acquisition.gov/far/52.203-13#FAR_52_203_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.203-15#FAR_52_203_15 https://www.acquisition.gov/far/52.203-17#FAR_52_203_17 https://www.govinfo.gov/link/uscode/41/4712 https://www.govinfo.gov/link/uscode/41/4712 https://www.acquisition.gov/far/3.900#FAR_3_900 https://www.acquisition.gov/far/52.204-10#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.204-14#FAR_52_204_14 https://www.acquisition.gov/far/52.204-15#FAR_52_204_15 https://www.acquisition.gov/far/52.204-27#FAR_52_204_27 https://www.acquisition.gov/far/52.204-28#FAR_52_204_28 https://www.govinfo.gov/link/plaw/115/public/390 https://www.acquisition.gov/far/52.204-30#FAR_52_204_30 https://www.govinfo.gov/link/plaw/115/public/390

P a g e 18 | 46

_X_ (12) 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_ (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) ( 41 U.S.C. 2313).

__ (14) [Reserved].

__ (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) ( 15 U.S.C. 657a).

__ (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the Quoter elects to waive the preference, it shall so indicate in its quote) ( 15 U.S.C. 657a).

__ (17) [Reserved]

__ (18)

(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.

__ (19)

(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.

__ (20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) ( 15 U.S.C. 637(d)(2) and (3)).

__ (21)

(i) 52.219-9, Small Business Subcontracting Plan (SEP 2023) ( 15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (NOV 2016) of 52.219-9.

__ (iii) Alternate II (NOV 2016) of 52.219-9.

__ (iv) Alternate III (JUN 2020) of 52.219-9.

__ (v) Alternate IV (SEP 2023) of 52.219-9.

https://www.acquisition.gov/far/52.209-6#FAR_52_209_6 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.209-9#FAR_52_209_9 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/far/52.219-3#FAR_52_219_3 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/far/52.219-4#FAR_52_219_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-8#FAR_52_219_8 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9

P a g e 19 | 46

__ (22)

(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.

_X_ (23) 52.219-14, Limitations on Subcontracting (OCT 2022) ( 15 U.S.C. 637s).

__ (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

__ (25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (FEB 2024) ( 15 U.S.C. 657f).

_X_ (26)

(i) 52.219-28, Post Award Small Business Program Representation (FEB 2024) ( 15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (MAR 2020) of 52.219-28.

__ (27) 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)).

__ (28) 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)).

__ (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) ( 15 U.S.C. 644(r)).

__ (30) 52.219-33, Nonmanufacturer Rule (SEP 2021) ( 15U.S.C. 637(a)(17)).

_X_ (31) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

_X_ (32) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (FEB 2024).

__ (33) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

_X_ (34)

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

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

https://www.acquisition.gov/far/52.219-13#FAR_52_219_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-13#FAR_52_219_13 https://www.acquisition.gov/far/52.219-14#FAR_52_219_14 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-16#FAR_52_219_16 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-27#FAR_52_219_27 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-28#FAR_52_219_28 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-28#FAR_52_219_28 https://www.acquisition.gov/far/52.219-29#FAR_52_219_29 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-30#FAR_52_219_30 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-32#FAR_52_219_32 https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec644.htm https://www.acquisition.gov/far/52.219-33#FAR_52_219_33 https://www.govinfo.gov/content/pkg/USCODE-2018-title15/html/USCODE-2018-title15-chap14A-sec637.htm https://www.acquisition.gov/far/52.222-3#FAR_52_222_3 https://www.acquisition.gov/far/52.222-19#FAR_52_222_19 https://www.acquisition.gov/far/52.222-21#FAR_52_222_21 https://www.acquisition.gov/far/52.222-26#FAR_52_222_26 https://www.acquisition.gov/far/52.222-26#FAR_52_222_26

P a g e 20 | 46

_X_ (35)

(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_ (36)

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

_X_ (38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

_X_ (39)

(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).

_X_ (40) 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.)

__ (41)

(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.)

__ (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

__ (44) https://www.acquisition.gov/far/52.222-35#FAR_52_222_35 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/far/52.222-35#FAR_52_222_35 https://www.acquisition.gov/far/52.222-36#FAR_52_222_36 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title29-section793&num=0&edition=prelim https://www.acquisition.gov/far/52.222-36#FAR_52_222_36 https://www.acquisition.gov/far/52.222-37#FAR_52_222_37 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title38-section4212&num=0&edition=prelim https://www.acquisition.gov/far/52.222-40#FAR_52_222_40 https://www.acquisition.gov/far/52.222-50#FAR_52_222_50 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.222-50#FAR_52_222_50 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.222-54#FAR_52_222_54 https://www.acquisition.gov/far/22.1803#FAR_22_1803 https://www.acquisition.gov/far/52.223-9#FAR_52_223_9 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.223-9#FAR_52_223_9 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.223-11#FAR_52_223_11 https://www.acquisition.gov/far/52.223-12#FAR_52_223_12

P a g e 21 | 46

(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.

__ (45)

(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.

__ (46) 52.223-15, Energy…