SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

DFC

Washington DC 20527 1100 New York Ave., NW

DFC

CODE 16. ADMINISTERED BYCODE

X

X

561311

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORDFC

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

08/18/2026 1200 ED

08/04/2026

Inez Leyro (No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

77344426Q0120

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 39 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

Washington DC 20527 1100 New York Ave., NW

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$34

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

DFC

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

0001 Investigative Support Services (OIG)

0002 Travel

The contractor shall obtain written approval from the COR prior to undertaking any travel. All travel will be reimbursed at-cost in accordance with the Federal Travel Regulation (FTR).

Continued ...

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

DATED

Aaron McKellum

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

1001 Option Year 1 Investigative Support Services

(OIG)

(Option Line Item)

1002 Option Year 1 Travel

The contractor shall obtain written approval from the COR prior to undertaking any travel. All travel will be reimbursed at-cost in accordance with the Federal Travel Regulation (FTR).

(Option Line Item)

FOB: Destination

2001 Option Year 2 Investigative Support Services (OIG)

(Option Line Item)

2002 Option Year 2 Travel

The contractor shall obtain written approval from the COR prior to undertaking any travel. All travel will be reimbursed at-cost in accordance with the Federal Travel Regulation (FTR).

(Option Line Item)

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

39 2 of

2 - Information 3 - Clauses 5 - Provisions

2 - Information

STATEMENT OF WORK

Performance Work Statement (PWS)

Project Title: Investigative Support Services

GENERAL INFORMATION

1.0 BACKGROUND:

The U.S. International Development Finance Corporation (DFC), Office of Inspector General (OIG), conducts independent investigations, audits, inspections, and evaluations to detect and deter waste, fraud, abuse, and misconduct affecting DFC programs and operations, and to safeguard taxpayer resources. DFC OIG’s Office of Investigations has jurisdiction over matters involving potential civil and criminal wrongdoing and supports investigative activities intended to promote integrity, accountability, and effective oversight.

DFC OIG currently has limited in-house investigative staffing and requires contractor support to assist with the timely execution of investigative responsibilities. The contractor shall provide investigative support services for ongoing and emerging matters involving domestic and international projects, including matters requiring coordination with other law enforcement agencies and support for litigation-related activities.

DFC OIG investigations may require background research, open-source analysis, witness interviews, document and data review, evidentiary analysis, affidavit and report preparation, assistance in joint investigations, and participation in intelligence-gathering activities. Contractor support may also be required for litigation support activities, including the preparation of summary charts and timelines, assistance with discovery and evidence organization, hearing and trial support, and testimony as authorized and supervised by the Government.

Because many DFC-related matters involve international projects and coordination across jurisdictions, DFC OIG requires experienced investigators and analysts capable of supporting sensitive investigations in domestic and international contexts. The contract therefore requires highly qualified personnel, including investigators with substantial experience conducting complex civil and/or criminal investigations and personnel who can satisfy applicable background investigation and clearance requirements. The contractor will provide surge capacity, specialized expertise, and training support to strengthen DFC OIG’s operational effectiveness and help ensure continuity of investigative support over the period of performance.

2.0 OBJECTIVES:

The objectives of this requirement are for the contractor to:

• Provide investigative and analytical support for civil and criminal investigations within DFC OIG’s jurisdiction.

• Support domestic and international investigative matters involving fraud, waste, abuse, misconduct, and related wrongdoing.

• Assist DFC OIG with litigation-related support, including evidentiary preparation, discovery support, hearing support, trial support, and related testimony support as authorized by the Government.

• Support intelligence-gathering activities and coordination with local, state, federal, and international law enforcement organizations, as directed by DFC OIG.

• Provide training and mentoring on investigative techniques and practices to DFC OIG personnel, including new investigators.

CONTRACTOR REQUIREMENTS

3.0 TECHNICAL REQUIREMENTS:

The Contractor shall provide qualified investigative and analytical support services for matters within the jurisdiction of DFC OIG. The Contractor shall perform the requirements set forth below in support of DFC OIG investigative, litigation-support, liaison, and training activities. The Contractor shall perform all work in accordance with applicable law, Department of Justice guidance where applicable, and DFC OIG direction and approval requirements.

3.1 Investigative Support

The Contractor shall provide support for civil and criminal investigations within the jurisdiction of DFC OIG. Required support shall include investigative planning, background research, evidentiary analysis, witness-related support, and preparation of investigative work products.

The contractor shall provide timely, accurate, and well-supported investigative assistance that enables DFC OIG to assess allegations, develop facts, identify evidence, and advance investigative matters.

Support under this requirement shall include, as directed by DFC OIG:

• Planning investigations in coordination with DFC OIG staff, including development of investigative approaches and theories of investigation.

• Conducting background investigations, including open-source research, to identify relevant individuals, entities, documents, data, and other potential sources of evidence.

• Supporting interview preparation, including development of interview lines of inquiry, sequencing, and evidence collection strategy.

• Conducting or supporting interviews of witnesses, victims, cooperators, and other subjects, as authorized by DFC OIG.

• Reviewing and analyzing documents, recordings, and other materials, including emails, chats, telephone records, internet service provider information, bid documents, court filings, transcripts, merger filings, and similar evidentiary materials, as required by DFC

OIG.

• Preparing narrative summaries of evidence, affidavits, interview reports, and other investigative documentation.

• Assisting other agencies participating in joint investigations, when requested and approved by DFC OIG.

3.2 Sensitive Investigative Activities

The Contractor may be required to support sensitive investigative activities in matters involving complex domestic and international allegations. Such support may include intelligence-gathering activities and, where specifically authorized, undercover support activities. The contractor shall provide DFC OIG with experienced contractor support capable of operating effectively in sensitive investigative environments while complying with all applicable controls and oversight requirements.

Support under this requirement may include:

• Participating in intelligence-gathering activities to assist in identifying, developing, or supporting investigative matters; and

• Conducting undercover activities only under the supervision of senior OIG staff and in accordance with all applicable policies and approvals.

3.3 Litigation and Testimony Support

The Contractor shall provide litigation-related support in connection with matters handled by or supported by DFC OIG. Required support shall include preparation of evidentiary materials, assistance with witness preparation, and support for hearings, depositions, grand jury proceedings, and trial activities, as authorized by the Government. The contractor shall ensure investigative materials are organized, usable, and suitable for litigation and prosecutive support needs.

Support under this requirement shall include:

• Developing summary charts, timelines, and other visual aids to organize and present voluminous evidence.

• Assisting DFC OIG staff in preparation for the examination of witnesses.

• Assisting in the organization, indexing, redaction, and production of evidence or discovery materials, as required by DFC OIG.

• Attending trials, hearings, depositions, and similar proceedings, as required by DFC

OIG.

• Providing testimony in grand jury proceedings, trials, depositions, and other hearings, when authorized by DFC OIG and pursuant to Department of Justice guidance and supervision.

• Performing additional litigation-support services required to meet case deadlines or otherwise support litigation-related activities.

3.4 Law Enforcement Liaison and Coordination

The Contractor shall support coordination with local, state, federal, and international law enforcement organizations in connection with DFC OIG investigations. The contractor shall strengthen information sharing, support coordinated investigative activity, and improve DFC OIG’s awareness of potential matters and outreach opportunities.

Support under this requirement shall include:

• Coordinating investigative activities with DFC OIG staff and partner law enforcement organizations.

• Gathering information relevant to potential or ongoing investigations, as directed by DFC

OIG.

• Identifying domestic outreach opportunities in support of DFC OIG investigative objectives.

3.5 Training and Mentoring Support

The Contractor shall provide training and mentoring support to DFC OIG personnel, including new investigators, on investigative techniques and practices relevant to the work under this contract. The contractor shall strengthen workforce capability, enhance investigative tradecraft, and promote continuity of investigative operations over the period of performance.

Training and mentoring support may include:

• Conducting formal or informal training sessions on investigative techniques, practices, and methods relevant to DFC OIG’s mission; and

• Providing mentorship and practical guidance to DFC OIG staff in connection with investigative work performed under this contract.

3.6 Personnel Qualifications and Compliance

The Contractor shall furnish personnel who meet the qualifications, suitability, and security requirements of this contract. Contractor personnel performing investigative support shall possess the education, training, experience, and ability necessary to perform the required services. The contractor shall ensure that all contractor personnel assigned to the requirement are capable of performing sensitive investigative work in accordance with Government requirements.

At a minimum:

• Contractor investigators shall have a minimum of fifteen (15) years of experience conducting complex civil and/or criminal investigations; white-collar investigative experience is preferred.

• Contractor analysts shall have a bachelor’s degree and a minimum of two (2) years of experience supporting complex civil and/or criminal investigations or conducting background research on individuals, businesses, or sectors of the economy, or shall have a bachelor’s degree and formal or informal training in Open-Source Intelligence (OSINT) or a related law enforcement research field.

• All personnel shall satisfy applicable background investigation, citizenship, confidentiality, and security clearance requirements associated with the work.

3.7 Quality and Coordination Requirements

The Contractor shall ensure that all work products are timely, accurate, sufficiently detailed, and suitable for operational use by DFC OIG. The Contractor shall coordinate with the designated Government representative regarding work status, priorities, issues, and required actions. The desired outcome shall be consistent, mission-ready contractor support that can be relied upon in active investigative and litigation-related matters.

The Contractor shall:

• Perform work in a professional manner consistent with the sensitivity of investigative and litigation-support activities.

• Coordinate assigned work with DFC OIG personnel and follow Government direction concerning priorities and approvals.

• Protect information, evidence, and work products in accordance with applicable confidentiality, security, and data-handling requirements.

• Provide work products and related support in accordance with the deliverable and reporting requirements of the contract.

4.0 DELIVERABLES:

The Contractor shall furnish all deliverables in electronic format unless otherwise directed by the Government. Deliverables shall be complete, accurate, organized, and suitable for operational and litigation support use by DFC OIG. Timely submission of deliverables is essential to successful performance of this requirement. Specific due dates and submission instructions shall be provided by the COR or otherwise identified by the Government.

At a minimum, the Contractor shall provide the following deliverables:

4.1 Investigative Case Support Documentation

The Contractor shall prepare and submit investigative work products generated in support of assigned matters, as required by DFC OIG. Such deliverables may include affidavits, declarations, interview reports, narrative summaries of evidence, and other investigative documentation prepared in connection with investigative activity or process.

4.2 Litigation Support Materials

The Contractor shall prepare and provide exhibits, summary charts, timelines, visual aids, and other case-support materials for DFC OIG investigative and litigation-related activities, including motions, hearings, depositions, grand jury matters, and trial preparation, as required by DFC

OIG.

4.3 Investigative Activity Reports

The Contractor shall prepare and submit reports regarding investigative activities performed under this contract, including, as applicable, witness interviews, undercover activities, source development, intelligence-gathering support, and related investigative efforts.

4.4 Monthly Status Report

The Contractor shall provide a monthly status report summarizing work performed during the reporting period, contractor expenditures, accomplishments, project status, and any issues requiring Government attention. The monthly status report shall be submitted in conjunction with the monthly invoice.

5.0 PERIOD OF PERFORMANCE:

The period of performance for this contract is for a 12-month base year plus two (2) 12-month option years. The total performance period is three (3) years from the date of award.

The Government reserves the right to extend the term of this contract at the prices set forth in accordance with the terms and conditions contained in clause 52.217-9 entitled, “Option to Extend the Term of the Contact”.

6.0 TYPE OF CONTRACT:

The government anticipates award of a Labor Hour (LH) contract.

7.0 HOURS OF OPERATION / PLACE OF PERFORMANCE:

DFC OIG’s work is performed primarily at DFC’s headquarters in Washington, DC. DFC also has an office in New York, as well as several regional offices overseas. Many of the OIG’s investigations involve international projects.

The Contractor shall be available during DFC’s regular business hours, 7:00 a.m. to 5:00 p.m., Monday through Friday. The contractor shall perform work at their facility/site or remotely with some occasional on-site work performed at DFC offices as needed.

The contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this statement of work. When hiring personnel, the contractor shall keep in mind that the stability and continuity of the work force are essential.

The contractor personnel shall provide services on an as-needed basis. Contractor personnel are not eligible for overtime or compensatory time.

Contractor personnel should be located in the Washington, DC metro area and available to report to DFC HQ Office on a reoccurring basis without additional costs.

8.0 GOVERNMENT FURNISHED PROPERTY / EQUIPMENT:

The Government shall furnish the property, equipment, materials, and system access necessary for performance of this contract. Such Government-furnished property/equipment may include, as applicable, workstations, computers, laptops with network connection, telephones, required network access, software, database access, and any equipment or software required for recording-related tasks. All Government-furnished property/equipment shall be used only for official contract performance and shall be subject to applicable Government security, information technology, and property control requirements.

9.0 NON-PERSONAL SERVICES:

No personal services, as defined by FAR 37.104, shall be performed under this contract.

Contractor personnel are not Government employees and shall not be directly supervised by Government personnel. The Contractor shall be responsible for supervising, managing, assigning, and directing its employees, including day-to-day personnel management, work assignments, scheduling, quality control, performance management, and replacement of personnel.

DFC OIG personnel may provide technical direction, case priorities, investigative requirements, deadlines, and feedback concerning work products, provided such direction is within the scope of the contract and does not create an employer-employee relationship between the

Government and contractor personnel. Government technical direction shall not include supervision of contractor employees, personnel actions, approval of leave, assignment of work outside the contract scope, or direction that changes the terms and conditions of the contract.

The Contractor’s Project Manager or designated supervisor shall be the primary point of contact for assigning and directing contractor personnel. If the Contractor believes any Government action or communication would create, or has created, a personal services relationship between the Government and any contractor employee, the Contractor shall promptly notify the Contracting Officer.

10.0 TRAVEL:

Travel is not anticipated unless specifically authorized upon request by DFC OIG. Performance is expected to occur at the contractor’s site or remotely. If travel is required, the contractor shall identify the destination(s), purpose, estimated frequency/duration, and budget. The CO, with the input of the COR, would be required to approve all travel.

11.0 CONTRACTOR PERSONNEL QUALIFICATIONS AND SECURITY REQUIREMENTS:

11.1 Minimum Qualifications of Investigators

Investigators. Contractor Investigators shall have a minimum of fifteen (15) years of experience conducting complex civil and/or criminal investigations. White-collar investigative experience is preferred.

Security and Suitability. All contractor personnel assigned to this contract shall successfully pass the required minimum background investigation prior to performing work. Proof of an active favorable Public Trust, Secret, or Top-Secret clearance, or equivalent, may satisfy this requirement, subject to Government review. As needed, the Contractor shall submit required security forms within five (5) workdays after notification. All Contractor Investigators shall be able to obtain or maintain a Top-Secret clearance upon request by DFC OIG. All contractor personnel assigned to this contract shall be U.S. citizens and shall sign a grand jury confidentiality statement specific to the criminal investigation, if applicable.

11.2 Desired Qualifications of Investigators

Desired qualifications for Contractor Investigators include the following:

1. Prior experience with intelligence-gathering activities, such as developing and operating human sources, and data analysis.

2. Prior experience conducting international criminal and/or civil investigations.

3. Prior experience at a federal law enforcement agency, such as the Federal Bureau of Investigation.

4. Prior experience conducting training for investigators.

5. Possession of an active Top Secret clearance is preferred.

12.0 PROPRIETARY RIGHTS:

All proprietary rights with respect to the information, data and materials produced by the contractor in connection with this contract shall vest in the Government. Such information and materials include: reports, databases, plans, designs, procedures, recommendations and any other such physical or intellectual property. The contractor shall not publish or otherwise publicly provide any of the above without written approval by the Contracting Officer. This provision shall be placed into any subcontracts supporting this effort when a subcontract is entered into by the prime contractor and a subcontractor.

13.0 SECURITY REQUIREMENT:

Contractor shall meet and adhere to all DFC security requirements as they apply per DFC’s Office of Information Technology (OIT), Security and Privacy Requirements for Information Technology Procurements Policy SA-04:

https://www.dfc.gov/sites/default/files/media/documents/DFC_OIT_CISO_Policy_SA- 04_Security-and-Privacy-Requirements-for-Information-Technology-Procurements.pdf

14.0 DATA RIGHTS:

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

The contractor agrees not to disclose any information concerning work under this contract to any persons or individuals unless prior written approval is obtained from the COR The contractor agrees to insert the substance of this clause in any consultant agreement or subcontract hereunder.

15.0 SECTION 508 – ELECTRONIC AND INFORMATION TECHNOLOGY STANDARDS

Section 508 of the Rehabilitation Act, as amended by the Workforce Investment Act of 1998 (P.L. 105-220), requires that when Federal agencies develop, procure, maintain, or use electronic and information technology (EIT), they must ensure that it is accessible to people with disabilities. Federal employees and members of the public who have disabilities must have equal access to and use of information and data that is comparable to that enjoyed by non-disabled Federal employees and members of the public.

16.0 PERFORMANCE REQUIREMENTS MEASURES

The Government reserves the right to review all work products required under the contract for acceptability as needed. The Government shall notify the contractor whenever revisions to reports/deliverables are required for the deliverables to be deemed acceptable.

ADDRESSING DEI DISCRIMINATION BY FEDERAL CONTRACTORS

In connection with the performance of work under this contract, [the contractor/appropriate party (contractor)] agrees as follows:

https://www.dfc.gov/sites/default/files/media/documents/DFC_OIT_CISO_Policy_SA-04_Security-and-Privacy-Requirements-for-Information-Technology-Procurements.pdf https://www.dfc.gov/sites/default/files/media/documents/DFC_OIT_CISO_Policy_SA-04_Security-and-Privacy-Requirements-for-Information-Technology-Procurements.pdf

1. The contractor will not engage in any racially discriminatory DEI activities, as defined in section 2 of the Executive Order of March 26, 2026 (Addressing DEI Discrimination by Federal Contractors);

2. The contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the contracting agency pursuant to the Executive Order of March 26, 2026 (Addressing DEI Discrimination by Federal Contractors), for purposes of ascertaining compliance with this clause;

3. In the event of the contractor’s or a subcontractor’s noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the contractor or subcontractor may be declared ineligible for further Government contracts;

4. The contractor will report any subcontractor’s known or reasonably knowable conduct that may violate this clause to the contracting department or agency and take any appropriate remedial actions directed by the contracting department or agency;

5. The contractor will inform the contracting department or agency if a subcontractor sues the contractor and the suit puts at issue, in any way, the validity of this clause; and

6. The contractor recognizes that compliance with the requirements of this clause are material to the Government’s payment decisions for purposes of section 3729(b)(4) of title 31, United States Code (False Claims Act).”.

Sec. 4. Penalties. (a) The Director of the Office of Management and Budget shall issue guidance to contracting agencies to ensure compliance with this order. Consistent with any such guidance provided, contracting agencies shall:

(i) cancel, terminate, suspend, or cause to be cancelled, terminated, or suspended, any contract or contract-like instrument, or any portion or portions thereof, for failure of the contractor or subcontractor to comply with the clause described in section 3 of this order; and

(ii) take appropriate action to suspend and debar contractors or subcontractors for such failures to comply.

(b) The Director of the Office of Management and Budget, in coordination with the Attorney General, the Assistant to the President for Domestic Policy, and the Chairman of the Equal Employment Opportunity Commission, shall identify economic sectors that pose a particular risk of entities engaging in racially discriminatory DEI activities based on current or past conduct and issue additional guidance to contracting agencies regarding best practices to ensure compliance with this order within such sectors.

(c) Within 120 days of the date of this order, each agency head shall review the agency’s implementation of section 3 of this order and report to the Assistant to the President for Domestic Policy regarding its compliance with that section. Thereafter, each agency head shall regularly review and take appropriate measures to ensure such compliance.

(d) The Attorney General, in consultation with relevant contracting agencies, shall:

(i) consider whether to bring actions under the False Claims Act against any contractors or subcontractors that violate the clause described in section 3 of this order; and

(ii) ensure prompt review of civil actions brought by private persons under 31 U.S.C. 3730(b)(1) concerning Federal contracts or subcontracts, including by rendering a decision on whether to proceed with an action under 31 U.S.C. 3730(b)(4), to the maximum extent practicable, within the 60-day period described in 31 U.S.C. 3730(b)(2).

Sec. 5. Regulations and Implementation. (a) The Federal Acquisition Regulatory Council, to the extent permitted by law, shall amend the Federal Acquisition Regulation to:

(i) provide for inclusion in Federal procurement, solicitations, and contracts subject to this order the clause described in section 3 of this order; and

(ii) remove any provisions that conflict or are inconsistent with the clause described in section 3 of this order.

(b) The Federal Acquisition Regulatory Council shall, within 60 days of the date of this order, issue deviation and interim guidance under subpart 1.4 of the Federal Acquisition Regulation, as appropriate and consistent with applicable law, regarding agency implementation of the clause described in section 3 of this order before completion of the amendments under subsection (a) of this section.

Sec. 6. Severability. If any provision of this order, or the application of any provision to any person or circumstance, is held to be invalid, the remainder of this order and the application of its provisions to any other persons or circumstances shall not be affected thereby.

Sec. 7. General Provisions. (a) Nothing in this order shall be construed to impair or otherwise affect:

(i) the authority granted by law to an executive department, agency, or the head thereof; or

(ii) the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals.

(b) This order shall be implemented consistent with applicable law and subject to the availability of appropriations.

(c) This order is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.

(d) The costs for publication of this order shall be borne by the Department of Justice.

3 - Clauses

52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES. (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment- (1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest. (i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if-

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement;

or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the

Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order: (1) the schedule of supplies/services; (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments;

and (9) the specification.

(t) [Reserved]

(u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(v) Incorporation by reference. The Contractor's representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS - COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES.

(MAR 2026)

(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 implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: [Contracting Officer check as appropriate.]

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

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

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

[X] (4) 52.203-17, 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]

[ ] (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L.

111-117, section 743 of Div. C).

[ ] (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…