Solicitation_19CT2027Q0001_MSG Food Services_1 (002)....pdf

SOLICITATION FOR MSG FOOD SERVICES

U.S. Embassy Bangui Avenue David Dacko

PO Box 924 Bangui, CAR

Date: Nov 3, 2026

To: Prospective Quoters

Subject: Request for Quotations (RFQ) No. 19CT2027Q0001 – Food Services for the Marine Security Guard (MSG) Detachment

Dear Prospective Quoters, The U.S Embassy Bangui invites you to submit your proposal for the Marines Detachment Food Services.

If you would like to submit quotation, follow the instructions in Section 3 of the solicitation, complete the required portions of the attached document, and submit it to the address shown on Standard Form 1449 that follows this letter.

Quotations must include:

1. SF-1449 Cover Page

2. Section 1: Pricing

3. Section 3: Technical Proposal criteria.

4. Section 5: Representations and Certifications

5. IRS Form W-14: The Offeror should submit a completed IRS Form W-14, found at www.irs.gov/w14 to ensure compliance with FAR 52.229-11;

6. Proof of SAM Registration

Quotations are due by Wednesday, November 25th, 2026 at 5:00pm. No quotations will be accepted after this time.

All offers must be submitted in a sealed envelope to the General Services Officer (GSO) on or sent electronically via this email address: banguiprocurement@state.gov

The U.S Embassy Bangui intends to award an Indefinite-Delivery, Indefinite-Quantity Contract (IDIQ) to the offeror responsible representing firm fixed price using comparative evaluation.

All questions must be submitted in writing. US Embassy Bangui will accept questions by email to banguiprocurement@state.gov during regular business hours.

Sincerely, Steven S. Glick Contracting Officer

TABLE OF CONTENTS

Section 1 - STATEMENT OF WORK SF 1449 cover sheet Scope Background Applicable Documents Requirements Period of Performance Contractor Responsibilities Place of Performance Government-furnished property/services Contractor-furnished property/services Payment – Invoicing Security requirements Quality assurance Contracting Officer's Representative (COR) Key Personnel Ordering Period Section 2 - CONTRACT CLAUSES Clauses Incorporated by Reference (FAR Clauses) Clauses Incorporated in Full Text Addendum to Contract Clauses Section 3 - SOLICITATION PROVISIONS Solicitation Provisions Addendum to Solicitation Provisions Section 4 - EVALUATION FACTORS Evaluation Factors Addendum to Evaluation Factors Section 5 - REPRESENTATIONS AND CERTIFICATIONS Offeror Representations and Certifications Addendum to Offeror Representations and Certifications - FAR and

DOSAR Provisions not Prescribed in Part 12

SECTION 1 - STATEMENT OF WORK

I. SCOPE

This Statement of Work (SOW) sets out the requirements for food service to the MSG Detachment at U.S. Embassy Bangui, Central African Republic (CAR).

The Contractor shall prepare and serve breakfasts, lunches and beverages to MSG personnel at the Embassy cafeteria, as ordered, under a firm-fixed-unit-price IDIQ contract.

The Contractor shall provide all labor, supervision, ingredients, materials, supplies and equipment that the Government does not furnish. Unit prices include all labor, materials, equipment, insurance, overhead and profit.

After contract award, the Contracting Officer shall issue a Notice to Proceed. The Notice to Proceed will establish a date (a minimum of ten (10) days from start date listed in Notice to Proceed unless the Contractor agrees to an earlier date) on which performance shall start.

II. BACKGROUND

The Marines’ duties require reliable, safe and nutritious meals near their posts to support continuous operations. MSG personnel will receive all meals and beverages under this contract at the Embassy cafeteria.

III. APPLICABLE DOCUMENTS

The following documents apply to the extent this contract specifies:

Federal Acquisition Regulation (FAR) Department of State Acquisition Regulation (DOSAR) Foreign Affairs Manual (FAM) and Foreign Affairs Handbook (FAH) Contract terms and conditions

IV. REQUIREMENTS

4.1 Services to be Provided and Pricing.

The contractor shall provide the following food service items to MSG personnel at the prices indicated below:

Pricing Notes:

Offerors must provide prices per item in XAF (Central African Franc) Prices shall remain firm for the Base Year

All prices include all labor, materials, overhead, and profit.

Do NOT include VAT or other taxes (U.S. Embassy is tax-exempt) Actual billing will be based on actual consumption as documented on daily sign-in rosters

4.2 Estimated Quantities

Estimated average monthly consumption (for planning purposes only; actual quantities will vary):

Beverages: 15 per month per marine

Breakfasts: 31 per month per marine

Lunches: 31 per month per marine

NOTE: The minimum number of meals for the Base and all Option Years are established as follows:

• Beverages: 5 per month per marine

• Breakfasts: 5 per month per marine

• Lunches: 5 per month per marine

PRICING SCHEDULES (IN XAF)

A. BASE YEAR PERIOD: From December 12, 2026, to December 11, 2027

Description:

Food Services

Unit Price Estimated monthly Quantity

Months

Estimated Price per Month

Estimated Annual Price

Beverage 15*13=195 12

Breakfast 31*13=403 12

Lunch 31*13=403 12

Total Price for Base Year

B. OPTION YEAR ONE PERIOD: From December 12, 2027, to December 11, 2028

Food Services

Unit Price Estimated

Price per Month

Estimated Annual Price

Beverage 15*13=195 12

Breakfast 31*13=403 12

Total Price for Option Year 1

C. OPTION YEAR TWO PERIOD: From December 12, 2028, to December 11, 2029

Food Services

Unit Price Estimated

Price per Month

Estimated Annual Price

Beverage 15*13=195 12

Breakfast 31*13=403 12

Total Price for Option Year 2

D. GRAND TOTAL OF BASE AND ALL OPTION YEARS (XAF)

Base Year Total

Option Year 1 Total

Option Year 2 Total

GRAND TOTAL- BASE AND ALL OPTION

YEARS (XAF)

4.3 Contractor Qualifications

The contractor shall

Hold a valid commercial license for food service operations in the CAR

Provide proof of business registration and tax compliance in the CAR

Show the financial capacity to perform this contract

Keep all required health permits and food service certifications current for the full contract period

4.4 Food Service Requirements

Beverages:

Variety of non-alcoholic beverages (coffee, tea, soft drinks, juice, water) Served at appropriate temperatures Fresh and within expiration dates

Breakfast:

Hot entrée (eggs, meat, or equivalent protein) Starch (toast, potatoes, rice, or equivalent) Beverage (coffee, tea, or juice) Fruit or side item Adequate portion sizes for adult consumption

Lunch:

Hot entrée (meat, poultry, fish, or vegetarian option) Two side dishes (vegetables, starch, salad, or equivalent) Beverage Dessert or fruit Adequate portion sizes for adult consumption

General Requirements:

All food must be freshly prepared Meals must be served hot (hot foods) or cold (cold foods) as appropriate Food must be presented in a clean, appetizing manner Dietary accommodation is available upon request (vegetarian, religious restrictions, allergies) Variety in menu offerings to prevent repetition

4.5 Quality Standards

Food Safety:

Food must meet all Central African Republic health and safety regulations Food must be prepared in sanitary conditions Food must be free from contamination, spoilage, or adulteration Ingredients must be fresh and within expiration dates Food must be stored at proper temperatures prior to service

Quality Parameters:

Complete absence of pathogenic microorganisms No signs of spoilage or contamination Proper cooking temperatures maintained (hot foods at 140°F/60°C or above; cold foods at 40°F/4°C or below) Safe food handling practices Prevention of cross-contamination Appropriate portion sizes Appetizing presentation Proper seasoning and preparation

Sanitation:

Clean food preparation areas Sanitized utensils and equipment Proper waste disposal Pest control measures Clean dining areas

Certifications:

The contractor must maintain proper food handling certifications The contractor must provide health inspection certificates upon request The contractor must pass all health inspections The Government reserves the right to conduct independent inspections at any time

4.6 Ordering Procedures

MSG personnel shall order meals directly during normal operating hours. Each MSG member consuming meals shall sign the daily roster maintained by the contractor.

4.7 Rejection Rights

The Government reserves the right to reject any meal that does not meet contract requirements. Specifically, the Government may reject any meal with:

Improper temperature (cold food served hot, hot food served cold) Signs of spoilage or contamination Inadequate portion sizes Poor presentation or quality Food safety concerns Missing components (e.g., incomplete breakfast or lunch)

Rejected meals must be replaced immediately at no additional cost to the Government. The contractor is responsible for rejected food from the service area.

4.8 Record Keeping and Reporting

4.8.1 The contractor shall maintain a daily sign-in roster documenting:

Date Name of MSG member Type of meal/beverage consumed

Unit price Signature of MSG member

4.8.2 The contractor shall submit the consolidated sign-in roster to BanguiDBO@state.gov and cc the MSG Food Service NCO/Contracting Officer's Representative (COR) for review and approval by the 5th business day of each month for the preceding month's consumption.

4.8.3 The MSG Food Service NCO/COR shall review and approve or return the roster within five (5) business days of receipt.

4.8.4 The contractor shall maintain service records for audit purposes for a minimum of three (3) years.

5. PERIOD OF PERFORMANCE

The contractor shall perform food service, including furnishing all labor, materials, equipment, and services, for the U.S. Embassy Bangui MSG Detachment.

The base period of performance shall be one (1) year from the date of award, with two (2) one-year option periods, exercising at the sole discretion of the Government.

Base Period: December 12, 2026 - December 11, 2027 (12 months)

Option Year 1: December 12, 2027 - December 11, 2028 (12 months)

Option Year 2: December 12, 2028 - December 11, 2029 (12 months)

Note: Actual start date will be specified in the Notice to Proceed.

6. CONTRACTOR RESPONSIBILITIES

6.1 General Responsibilities

The contractor shall maintain all necessary certifications, licenses, and health permits throughout the contract period

The contractor shall take necessary safety precautions and observe quality control measures to protect consumer health

The contractor shall prevent any unlawful or disorderly conduct by employees while performing services

The contractor shall always maintain professional conduct on Embassy premises

The contractor shall comply with all food safety and sanitation regulations

6.2 Documentation

The contractor shall maintain daily sign-in rosters as specified in Section 4.8 The contractor shall submit monthly consolidated rosters to the COR by the

5th business day of each month The contractor shall maintain service records for audit purposes The contractor shall provide health certificates and inspection reports upon request

6.3 Service Terms

All services are provided at the MSGR located within the Embassy The contractor bears all costs associated with food preparation, service, and cleanup Costs shall cover all labor, ingredients, utilities, and overhead

6.4 Safety and Quality

All food preparation areas must be maintained in sanitary conditions Food must be stored at proper temperatures prior to service All Food Services staff must maintain proper hygiene and food handling practices The contractor shall implement quality control procedures to ensure food safety and quality The contractor shall comply with all health inspections

6.5 Replacement Liability

The contractor shall replace rejected meals at no cost to the Government if the rejection occurred due to contractor failure to meet quality standards Meals rejected due to MSG personnel preference after acceptance are not the contractor's responsibility

6.6 Contingency Planning

The contractor shall ensure continuous service capability The contractor shall have emergency procedures in place to address supply disruptions The contractor shall notify the COR immediately of any circumstances that may affect service delivery The contractor shall maintain adequate inventory of ingredients

6.7 Customer Service

The contractor shall designate a Food Services Manager as the primary point of contact for service issues The contractor shall respond to inquiries within 24 hours The contractor shall address complaints or quality concerns promptly The contractor shall make reasonable special requests when possible

7. PLACE OF PERFORMANCE

7.1 Service Location

Official Service Address:

Embassy cafeteria, U.S. Embassy Bangui Avenue David Dacko, P.O. Box 924 Bangui, Central African Republic

7.2 Service Days and Hours

The Contractor shall provide service Six (6) days a week, Monday through Saturdays, except holidays.

Meal Service Times:

Breakfast: 7:00 AM – 9:00 AM Lunch: 11:30 AM – 1:30 PM Beverages: Available during all operating hours

7.3 Service Procedures

Daily Service:

MSG personnel shall order meals directly during service hours Each MSG member consuming meals shall sign the daily roster maintained by the contractor The contractor must record the type and quantity of items consumed Meals must be served fresh and at proper temperatures

Record Keeping:

1. Daily Documentation: The contractor shall maintain a daily sign-in roster documenting all consumption

2. Monthly Submission: The contractor shall submit the consolidated roster to the COR by the 5th business day of each month

3. COR Review: The COR will review and approve the roster within 5 business days

4. Invoice Submission: Upon approval, the contractor may submit the monthly invoice.

Service Confirmation:

The contractor must ensure all meals meet quality standards before service The COR or designated representative may inspect meals at any time The contractor must obtain signed documentation of daily consumption The contractor must maintain records for audit purposes

Service Schedule Flexibility:

Service hours may be adjusted based on operational needs with COR approval The contractor must accommodate reasonable schedule changes with at least

48 hours' notice Special catering requests must be coordinated with the COR at least 72 hours in advance

8. GOVERNMENT-FURNISHED PROPERTY/SERVICES

The Government will provide access to the Cafeteria for the contractor to perform food service operations.

9. CONTRACTOR-FURNISHED PROPERTY/SERVICES

The contractor shall provide all labor, materials, equipment, and supplies necessary to perform the services described herein, including:

• Food preparation and service

• All ingredients and food supplies

• Sign-in rosters and record-keeping materials

• Kitchen equipment and utensils

• Cleaning supplies and sanitation materials

• Uniforms for food service personnel (if required)

10. PAYMENT - INVOICING

10.1 Payment Terms

• The Government will pay the contractor based on actual consumption that has been satisfactorily performed and accepted

• Payment will be made in local currency (XAF - Central African Franc)

• Payment shall be made via Electronic Funds Transfer (EFT) within 30 days from receipt of a proper invoice.

10.2 Invoice Requirements

Upon approval of the monthly sign-in roster by the MSG Food Service NCO/COR, the contractor shall submit a single consolidated invoice for all meals and beverages consumed during the billing period.

The invoice shall include:

Invoice number and date Contract number Billing period (month and year) Itemized breakdown showing:

o Number of beverages [unit price] XAF each o Number of breakfasts [unit price] XAF each o Number of lunches [unit price] XAF each

Subtotal in XAF Total amount due in XAF Copy of approved sign-in roster Contractor's banking information for EFT (on file with payment office) Contractor ‘s Unique Entity Identifier (UEI) Name and address of the contractor Name, title, and phone number of person to notify in event of defective invoice

10.3 Invoice Submission

Invoices shall be submitted electronically to:

Email: BanguiDBO@state.gov Physical Address:

U.S. Embassy Bangui Avenue David Dacko, P.O. Box 924 Bangui, Central African Republic

10.4 Tax Exemption

The contractor shall NOT include a line for VAT (Value Added Tax) on invoices

The U.S. Embassy has a tax exemption certificate with the Government of the Central African Republic

A copy of the tax exemption certificate will be provided to the contractor upon contract award.

10.5 Payment Method

Payment will be made via electronic transfer of funds (EFT) to the contractor's designated bank account The contractor must provide complete and accurate banking information The contractor must be registered in the System for Award Management

(SAM)

10.6 Disputes

Any payment disputes shall be resolved in accordance with the Disputes clause of this contract.

The contractor shall continue performance during any payment dispute.

11. SECURITY REQUIREMENTS

The contractor must comply with all U.S. Embassy security requirements for personnel access to the MSGR facility.

Upon entry, all authorized personnel must present valid, government-issued photo identification

Personnel must comply with all security screening procedures Personnel must wear visible identification while on Embassy premises

Access Limitations & Background Requirements:

Only personnel on the approved access list will be permitted entry The contractor must ensure all personnel are reputable, reliable, and of sound character The contractor must conduct background screening that includes:

o Verification of identity o Verification of current address o Verification of work experience o Criminal background check (if available under local law)

The Embassy reserves the right to deny or revoke access to any individual at its sole discretion.

11.1 Security Compliance

The contractor is responsible for maintaining an updated list of authorized personnel throughout the life of the contract The contractor must immediately report any security incidents or concerns to the COR and Embassy Security Personnel must comply with all Embassy security directives and procedures Failure to comply with security requirements may result in contract termination

11.2 Badging (if required)

If required by Embassy Security, contractor personnel may need to obtain access badges

Badge procedures and requirements will be provided by Embassy Security Lost or stolen badges must be reported immediately

12. QUALITY ASSURANCE

12.1 Quality Assurance Surveillance Plan (QASP)

The Government shall monitor contractor performance through the MSG Food Service NCO/COR, who will:

Review and approve monthly sign-in rosters Conduct periodic inspections of food quality and service Monitor compliance with health and safety standards

Address of any performance deficiencies Verify that meals meet contract specifications Ensure proper sanitation and hygiene practices

12.2 Performance Standards

The contractor's performance will be evaluated based on:

Food Quality: Freshness, taste, presentation, temperature Service Quality: Timeliness, professionalism, responsiveness Sanitation: Cleanliness of facilities, equipment, and personnel Compliance: Adherence to health regulations and contract requirements Customer Satisfaction: Feedback from MSG personnel

12.3 Corrective Action

If performance deficiencies are identified:

The COR will notify the contractor in writing The contractor must submit a corrective action plan within 5 business days The contractor must implement corrective actions immediately Failure to correct deficiencies may result in contract termination

13. CONTRACTING OFFICER'S REPRESENTATIVE (COR)

The MSG Food Service Non-Commissioned Officer (NCO) shall serve as the COR for this contract and shall be responsible for:

Monitoring contractor performance Reviewing and approving sign-in rosters Approving invoices for payment Coordinating with the Contracting Officer on contract matters Conducting quality inspections Addressing performance issues Serving as primary point of contact for day-to-day contract administration

14. KEY PERSONNEL

The contractor shall designate a Food Services Manager who shall serve as the primary point of contact for contract administration matters.

Key Personnel Requirements:

The Food Services Manager must have at least 2 years of food service management experience

The Food Services Manager must be available during all service hours The contractor must notify the COR at least 30 days in advance of any change in key personnel Replacement key personnel must have equivalent or better qualifications The Government reserves the right to require removal of key personnel for cause.

15. Ordering Period Orders may be placed at any time during the period of performance for the base period and any exercised option periods. Only the Contracting Officer issues monthly funded delivery orders. A daily sign-in rosters will serve as tracking and receiving documentation for the Marines to draw down against the established, CO-issued Task Order.

15.1 Delivery Orders

Only the Contracting Officer issues funded delivery orders under this IDIQ contract.

No separate delivery order documentation is required.

15.2 Option Period Exercise and Price Adjustment

The Government may exercise option periods by providing written notice to the contractor at least 30 days prior to the expiration of the current contract period.

Exercise of option periods is at the sole discretion of the Government and is subject to:

Satisfactory contractor performance Availability of funds Continued operational need

(END OF SECTION 1 - STATEMENT OF WORK)

SECTION 2 - CONTRACT CLAUSES

1. CLAUSES INCORPORATED BY REFERENCE (FAR CLAUSES)

FAR 52.212-1 Instructions to offerors -- commercial items, is incorporated by reference (see sf-1449, block 27a).

FAR 52.204-18 Commercial and Government Entity Code Maintenance

FAR 52.204-12 Unique Entity Identifier Maintenance

FAR 52.204-9 Personal Identity Verification of Contractor Personnel

FAR 52.204-13 System for Award Management Maintenance

FAR 52.225-14 Inconsistency Between English Version and Translation of Contract

FAR 52.228-4 Workers' Compensation and War-Hazard Insurance Overseas (if DBA waiver confirmed)

FAR 52.228-5 Insurance – Work on a Government Installation

FAR 52.229-6 Taxes – Foreign Fixed-Price Contracts

FAR 52.244-6 Subcontracts for Commercial Products and Commercial Services

2 CLAUSES INCORPORATED FULL TEXT

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 post-acceptance 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.

(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

(SEP 2023)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV

2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

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

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

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

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN

2020), with Alternate I (NOV 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

__ (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.)

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L.

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

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

__ (8) 52.204-27, Prohibition on a ByteDance Covered Application (JUN

2023) (Section 102 of Division R of Pub. L. 117-328).

__ (9) 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).

__ (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) ( 41 U.S.C. 2313).

__ (11) [Reserved].

__ (12) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT

2022) ( 15 U.S.C. 657a).

__ (13) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

__ (14) [Reserved]

__ (15)

(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.

__ (16)

(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.

__ (17) 52.219-8, Utilization of Small Business Concerns (SEP

2023) ( 15 U.S.C. 637(d)(2) and (3)).

__ (18)

(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.

__ (19)

(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.

__ (20) 52.219-14, Limitations on Subcontracting (OCT 2022) ( 15 U.S.C. 637s).

__ (21) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP

2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

__ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set- Aside (OCT 2022) ( 15 U.S.C. 657f).

__ (23)

(i) 52.219-28, Post Award Small Business Program Rerepresentation (SEP

2023)( 15 U.S.C. 632(a)(2)).

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

__ (24) 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)).

__ (25) 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)).

__ (26) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR

2020) ( 15 U.S.C. 644(r)).

__ (27) 52.219-33, Nonmanufacturer Rule (SEP 2021) ( 15U.S.C. 637(a)(17)).

__ (28) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

__ (29) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (DEC

2022) (E.O.13126).

__ (30) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

__ (31)

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

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

__ (32)

(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212).

__ (ii) Alternate I (JUL 2014) of 52.222-35.

__ (33)

(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.

__ (34) 52.222-37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212).

__ (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

__ (36)

(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).

__ (37) 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.)

__ (38)

(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.)

__ (39) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (40) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

__ (41)

(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.

__ (42)

(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.

__ (43) 52.223-15, Energy Efficiency in Energy- Consuming Products (MAY 2020) ( 42 U.S.C. 8259b).

__ (44)

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

__ (ii) Alternate I (JUN 2014) of 52.223-16.

__ (45) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

__ (46) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

__ (47) 52.223-21, Foams (Jun2016) (E.O. 13693).

__ (48)

(i) 52.224-3 Privacy Training (JAN 2017) (5 U.S.C. 552 a).

__ (ii) Alternate I (JAN 2017) of 52.224-3.

__ (49)

(i) 52.225-1, Buy American-Supplies (OCT 2022) ( 41 U.S.C. chapter 83).

__ (ii) Alternate I (OCT 2022) of 52.225-1.

__ (50)

(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (DEC

2022) ( 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C.

4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108- 77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112- 42, and 112-43.

__ (ii) Alternate I [Reserved].

__ (iii) Alternate II (DEC 2022) of 52.225-3.

__ (iv) Alternate III (JAN 2021) of 52.225-3.

__ (v) Alternate IV (Oct 2022) of 52.225-3.

__ (51) 52.225-5, Trade Agreements (DEC 2022) ( 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (52) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (53) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

__ (54) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) ( 42 U.S.C. 5150).

__ (55) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) ( 42 U.S.C. 5150).

__ (56) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

__ (57) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

__ (58) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

__ (59) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (OCT2018) ( 31 U.S.C. 3332).

__ (60) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) ( 31 U.S.C. 3332).

__ (61) 52.232-36, Payment by Third Party (MAY 2014) ( 31 U.S.C. 3332).

__ (62) 52.239-1, Privacy or Security Safeguards (AUG 1996) ( 5 U.S.C. 552a).

__ (63) 52.242-5, Payments to Small Business Subcontractors (JAN

2017) ( 15 U.S.C. 637(d)(13)).

__ (64)

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

2021) ( 46 U.S.C. 55305 and 10 U.S.C. 2631).

__ (ii) Alternate I (APR 2003) of 52.247-64.

__ (iii) Alternate II (NOV 2021) of 52.247-64.

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

[Contracting Officer check as appropriate.]

__ (1) 52.222-41, Service Contract Labor Standards (AUG

2018) ( 41 U.S.C. chapter67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) ( 29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards- Price Adjustment (Multiple Year and Option Contracts) (AUG

2018) ( 29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards- Price Adjustment (May 2014) ( 29U.S.C.206 and 41 U.S.C. chapter 67).

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) ( 41 U.S.C. chapter 67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services- Requirements (MAY 2014) ( 41 U.S.C. chapter 67).

__ (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order

14026 (JAN 2022).

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

13706).

__ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) ( 42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation.

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

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or…