RFQ 19FR6326Q0068 - Translation services.pdf

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Translation services
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19FR6326Q0068
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This is a Request for Quotations (RFQ) for translation services issued by the U.S. Embassy in Paris under RFQ number 19FR6326Q0068. The solicitation is for an indefinite delivery indefinite quantity (IDIQ) contract to provide French-to-English and English-to-French translation services for real estate leases and official documents. The contract period runs for one base year (June 1, 2026 through May 31, 2027) with two one-year optional extensions. Quotations are due by May 11, 2026 at 14:00 local time and must be submitted electronically to ParisContracting@state.gov in MS-Word, MS-Excel, or Adobe Acrobat format not exceeding 30MB.

The Government intends to award to the lowest-priced, acceptable, responsible offeror based on initial quotations without discussions unless deemed necessary. Pricing is on a fixed unit price per word basis in Euros, with 20% VAT applied separately. Estimated quantities include CAI leases (5 documents at 7,000 words each), Non-CAI leases (30 documents at 6,000 words each), and other technical/administrative documents (5 documents at 1,500 words each) for each contract year. The contract minimum is €100.00 and maximum is €90,000.00 across the entire period of performance. Offerors must be registered in the System for Award Management (SAM) prior to proposal submission. Required submissions include SF-1449, pricing details, representations and certifications, and documentation demonstrating the offeror's ability to perform including project management personnel fluent in English and French, established business presence in Paris with Kbis documentation, three years of relevant past performance references, ISO9001 and ISO17100 certifications, proof that translators have at least two years' experience in French legal documents and are certified by a Court of Appeal, and evidence of minimum three-year partnerships with translators and subcontractors if applicable.

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1 | P a g e 2 8 RFQ 19FR6326Q0068 – Translation services

Embassy of the United States of America

U.S. Embassy Paris April 24, 2026

Dear Prospective Offeror, Subject: Request for Quotations number 19FR6326Q0068- Translation services

Enclosed is a Request for Quotations (RFQ) for Translation services. If you would like to submit a 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.

The U.S. Government intends to award a contract/purchase order to the responsible company submitting an acceptable offer at the lowest price. We intend to award a contract/purchase order based on initial quotations, without holding discussions, although we may hold discussions with companies in the competitive range if there is a need to do so.

Quotations are due by May 11, 2026, at 14:00 (local time). No quotations will be accepted after this time.

Proposals must be in English and incomplete proposals will not be accepted.

Your quotation must be submitted electronically to Pariscontracting@state.gov . It is important to make sure the submission is made in specific size and format; in MS-Word 2007/2010 or MS-Excel 2007/2010 or Adobe Acrobat (pdf) file format. The file size must not exceed 30MB. If the file size should exceed 30MB, the submission must be made in separate files and attached to separate emails with less than 30MB each.

In order for a quotation to be considered, you must also complete and submit the following:

1. SF-1449

2. Section I, Pricing

3. Section 5 Representations and Certifications

4. Additional information as required in Section 3

Offerors shall be registered in the SAM (System for Award Management) database at https://www.sam.gov prior to submittal of their offer/proposal as prescribed under FAR 4.1102. Failure to be registered at time of proposal submission may deem the offeror’s proposal to be considered non-responsible and no further consideration will be given. Therefore, offerors are highly encouraged to register immediately if they are interested in submitting a response to this requirement.

Sincerely, Craig N. Deatrick Contracting Officer mailto:Pariscontracting@state.gov https://www.sam.gov/

2 | P a g e 2 8

TABLE OF CONTENTS

SECTION 1 - THE SCHEDULE

SF 1449 cover sheet Continuation To SF-1449, RFQ Number 19FR6326Q0068, Prices, Block 23 Continuation To SF-1449, RFQ Number 19FR6326Q0068, Schedule Of Supplies/Services, Block 20

Description/Specifications/Work Statement

SECTION 2 - CONTRACT CLAUSES

Contract Clauses Addendum to Contract Clauses - FAR and DOSAR Clauses not Prescribed in Part 12

SECTION 3 - SOLICITATION PROVISIONS

Solicitation Provisions Addendum to Solicitation Provisions - FAR and DOSAR Provisions not Prescribed in Part 12

SECTION 4 - EVALUATION FACTORS

Evaluation Factors Addendum to Evaluation Factors - FAR and DOSAR Provisions not Prescribed in Part 12

SECTION 5 - REPRESENTATIONS AND CERTIFICATIONS

Offeror Representations and Certifications Addendum to Offeror Representations and Certifications - FAR and DOSAR Provisions not Prescribed in

Part 12

3 | P a g e 2 8

31b. NAME OF CONTRACTING OFFICER (Type or print)

Craig N. Deatrick

30c. DATE SIGNED

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30.

1. REQUISITION NUMBER

PR15927212

PAGE 1 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

a. NAME

4. ORDER NUMBER 5. SOLICITATION NUMBER

19FR6326Q0068

b. TELEPHONE NUMBER (No collect

6. SOLICITATION ISSUE

DATE

4/24/2026

8. OFFER DUE DATE/

7. FOR SOLICITATION

INFORMATION CALL:

9. ISSUED BY

HELENE TANQUERAY

CODE

calls)

0033-143122409

10. THIS ACQUISITION IS UNRESTRICTED OR

LOCAL TIME

5/11/2026 at 14h00

SET ASIDE: % FOR:

CONTRACTS OFFICE, A-M8

AMERICAN EMBASSY

2 AVENUE GABRIEL 75008 PARIS

ParisContracting@state.gov for electronic submission

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

8(A)

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

SIZE STANDARD:

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

12. DISCOUNT TERMS 13a. THIS CONTRACT IS A

RATED ORDER UNDER

13b. RATING

14. METHOD OF SOLICITATION

REQUEST

SAL

17a. CONTRACTOR/

OFFEROR

TELEPHONE NUMBER

CODE FACILITY

CODE

18a. PAYMENT WILL BE MADE BY CODE

American Embassy - Attn : Paris FMCDBO Financial Management Center, Room A-18 2 avenue Gabriel 75382 Paris Cedex 08 ParisFMCdbo1@state.gov

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

OFFER BELOW IS CHECKED SEE ADDENDUM

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

Translation services

BASE YEAR

OPTION YEAR ONE

OPTION YEAR TWO

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

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

25. ACCOUNTING AND APPROPRIATION DATA

26. TOTAL AWARD AMOUNT (For Government Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

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

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH

AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND

ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

29. AWARD OF CONTRACT: REFERENCE OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

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

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

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

UNLESS BLOCK IS MARKED

SEE SCHEDULE

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

REQUEST

FOR QUOTE

(RFQ)

INVITATION FOR

FOR BID PROPO

(IFB) (RFP)

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

4 | P a g e 2 8

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS

NOTED:

32b. SIGNATURE OF AUTHORIZED

GOVERNMENT REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT

REPRESENTATIVE

32g. EMAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT

VERIFIED

CORRECT FOR

36. PAYMENT

COMPLETE PARTIAL FINAL

37. CHECK NUMBER

PARTIAL FINAL

STOCK RECORD (S/R) 40. PAID BY

38. S/R ACCOUNT

NUMBER

39. S/R VOUCHER

NUMBER

42a. RECEIVED BY (Print)

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 41b. SIGNATURE AND TITLE OF CERTIFYING

OFFICER

41c. DATE 42b. RECEIVED AT (Location)

42c. DATE RECEIVED

(MM/DD/YYYY)

42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 11/2021) BACK

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNI

T

23.

UNIT PRICE

24.

AMOUNT

5 | P a g e 2 8

SECTION 1 - THE SCHEDULE

CONTINUATION TO SF-1449

RFQ NUMBER S- 19FR6326Q0068

PRICES, BLOCK 23

I. PERFORMANCE WORK STATEMENT

A. The purpose of this indefinite delivery indefinite quantity (IDIQ) contract is to provide Translation services in accordance with the specifications in Block 20.

B. The U.S. Government has a requirement to have all its real estate leases as well as official documents translated from French into English and from English into French as necessary.

C. The U.S. Government will pay for services under this contract at a fixed rate per word. This applies to translations from French into English, or to translations from English into French. The COR shall determine the number of words. This rate shall cover all costs associated with the translation requirements, including preparation of the translation, materials, overhead and profit. The Government will not pay any additional expenses.

D. The contract will be for one base year with two one-year options.

E. The U.S. Government shall order all work by issuing task orders against this IDIQ (indefinite-delivery indefinite-quantity) contract based on the firm fixed unit prices below.

QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP)

This plan provides an effective method to promote satisfactory contractor performance. The QASP provides a method for the Contracting Officer's Representative (COR) to monitor Contractor performance, advise the Contractor of unsatisfactory performance, and notify the Contracting Officer of continued unsatisfactory performance. The Contractor, not the Government, is responsible for management and quality control to meet the terms of the contract. The role of the Government is to monitor quality to ensure that contract standards are achieved.

Performance Objective Scope of Work Paragraphs

Performance Threshold

Translation Services.

See Block 20

All required services are performed and no more than one (1) customer complaint is received per month.

1. SURVEILLANCE. The COR will receive and document all complaints from Government personnel regarding the item and services provided. If appropriate, the COR will send the complaints to the Contractor for corrective action.

2. STANDARD. The performance standard is that the Government receives no more than one (1) customer complaint per month. The COR shall notify the Contracting Officer of the complaints so that the Contracting Officer

6 | P a g e 2 8 may take appropriate action to enforce the inspection clause (FAR 52.212.4, Contract Terms and Conditions-Commercial Items (May 2001), if any of the services exceed the standard.

3. PROCEDURES.

(a)If any Government personnel observe unacceptable services, either incomplete work or required services not being performed they should immediately contact the COR.

(b)The COR will complete appropriate documentation to record the complaint.

(c)If the COR determines the complaint is invalid, the COR will advise the complainant. The COR will retain the annotated copy of the written complaint for his/her files.

(d)If the COR determines the complaint is valid, the COR will inform the Contractor and give the Contractor additional time to correct the defect, if additional time is available. The COR shall determine how much time is reasonable.

(e) The COR shall, as a minimum, orally notify the Contractor of any valid complaints.

(f) If the Contractor disagrees with the complaint after investigation of the site and challenges the validity of the complaint, the Contractor will notify the COR. The COR will review the matter to determine the validity of the complaint.

(g) The COR will consider complaints as resolved unless notified otherwise by the complainant.

(h) Repeat customer complaints are not permitted for any services. If a repeat customer complaint is received for the same deficiency during the service period, the COR will contact the Contracting Officer for appropriate action under the Inspection clause.

II. PRICING

The Contractor shall provide the services described below for the period of the contract, for one base year and two one-year options. The fixed unit prices and estimated quantities are as shown below.

The Contractor shall furnish to the Government, when and if ordered, the services as specified in this contract.

The rates below shall include all direct and indirect costs, insurance (see FAR 52.228-4 and 52.228-5), overhead, and profit.

The prices include all expenses and materials required to complete the work.

The Contractor shall invoice the U.S Embassy via email after services are rendered.

A.1.1 – Estimated prices – Base year – from June 1, 2026, through May 31, 2027

CLIN

Type*

Estimated Number of Leases/ documents

Estimated Number of Words per document

Unit Price per Word in € excluding

VAT

Total Estimated Price in € Excluding VAT

0001 CAI leases 5 7000 0002 Non-CAI leases 30 6000

Other technical, cultural or administrative documents

Total Estimated Price excluding

VAT

20% VAT if applicable

Total Estimated Price including VAT- BASE YEAR

7 | P a g e 2 8

A.1.2 – Estimated prices – Option year one – from June 1, 2027, through May 31, 2028

A.1.3 – Estimated prices – Option year two – from June 1, 2028, through May 31, 2029

A.1.4 – Total Estimated prices in Euros VAT included BASE YEAR + TWO OPTION YEARS

Total estimated price in Euros VAT included- BASE YEAR

Total estimated price in Euros VAT included-

OPTION YEAR ONE

Total estimated price in Euros VAT included-

OPTION YEAR TWO

ESTIMATED GRAND TOTAL in Euros VAT included- Base year + all option years

MINIMUM AND MAXIMUM AMOUNTS

Number of Leases/ documents

Estimated Number of Words per document

Unit Price per Word in € excluding

VAT

Total Estimated Price in € Excluding VAT

Total Estimated Price including VAT- OPTON YEAR ONE

Number of Leases/ documents

Estimated Number of Words per document

Unit Price per Word in € excluding

VAT

Total Estimated Price in € Excluding VAT

Total Estimated Price including VAT- OPTON YEAR TWO

8 | P a g e 2 8

During this contract period, the Government shall place orders corresponding to services for a minimum of 100.00 (one hundred) Euros. This reflects the contract minimum for this period of performance. The amount of all orders shall not exceed services for 90,000.00 (ninety thousand) Euros.

This reflects the contract maximum for total period of performance (Base year + 2 Option years).

A.2. Value Added Tax

VALUE ADDED TAX. Value Added Tax (VAT) is not included in the CLIN rates. Instead, it will be priced as a separate Line Item in the contract and on Invoices. Local law dictates the portion of the contract price that is subject to VAT; this percentage is multiplied only against that portion. It is reflected in each performance period. If applicable, the VAT applied to this contract is 20%.

A.3. Payment The Contractor shall submit an invoice for payment once services required in the task order have been completed.

The invoice shall report and match the order number in the invoice.

The Contractor shall submit invoices for payment in the proper amount in Euros (€) by email preferably to the following address: ParisFMCDBO1@state.gov

Invoice shall be done to:

US Embassy Paris Attn: Paris FMC DBO 2 Avenue Gabriel 75008 Paris

9 | P a g e 2 8

III. SCHEDULE OF SUPPLIES/SERVICES, BLOCK 20

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

B. DEFINITIONS

"COR" means Contracting Officer's Representative; see FAR 52.212-4 Contract Terms and Conditions – Commercial Items, in Section 2.

"Government" means the United States Government unless otherwise stated.

C. GENERAL WORK REQUIREMENTS

C.1. The Contractor shall perform non-personal translation services conforming to high professional standards. The Contractor shall:

C.2. Translate from French into English and from English into French, producing full, idiomatic translations of documents that may include highly technical papers, legal documents, and international treaties or national laws, regulations, or government correspondence.

C.3. Perform analysis as deep as is needed under the circumstances in order to understand correctly the substance of the words and information to be translated, including attention to detail and nuances. The Contractor shall carefully analyze the simplicity or complexity of the language to be used in order to reach adequately the intended target audience.

The Contractor shall perform sufficient research as to be able to apply the correct approach to translating documents that will fit various and complex sets of circumstances. The Contractor shall apply analytical skill to extract essential information from research material in order to apply it readily to the solution of problems of semantics or substance. The Contractor shall resolve linguistic problems as they arise and coordinate the work with others as necessary and as directed by the Contracting Officer’s Representative (COR).

C.4. Display fluent written command of English and French covering a wide range of terminology and specialized vocabulary in many fields, which may include important diplomatic, legal, economic, financial, technical, scientific, or other texts, which may originate from the highest levels of the U.S. government or foreign governments. These documents may include laws, constitutions, treaties, agreements, diplomatic notes, intelligence reports, speeches, etc., for the information of the Embassy/Consulate or for publication and dissemination. Translations shall be of such quality as to accuracy, terminology, and style that they require minimal review by the Embassy/Consulate. The Government may require the Contractor to compare the English and foreign language versions of texts of treaties, agreements, and other documents for conformity of meaning prior to signature and publication.

C.5. Apply a high degree of judgment to understand the thrust of specific, often conceptually complex statements, such as typically drafted by leading experts in a field, and to transpose them into another language without loss of important nuances. The Contractor shall develop research patterns in order to define the specific

10 | P a g e 2 8 parameters that must be mastered to overcome communications problems, often caused by differences in general philosophy, academic education, or scientific methodology among various countries and cultures.

D. SPECIFIC REQUIREMENTS

D.1. Translation Requirements

The Contractor shall perform the following translation services. All translations shall be conducted by official sworn and certified translators.

D.1.1 – Translation of real estate legal documents and leases from French into English.

Those documents are drafted by real estate lawyers for the rental of housing and office facilities for U.S. Government employees at the Mission in Paris. The translation of these documents is for the U.S. Government OBO (Overseas Buildings Office) department in Washington.

The Contractor shall translate each lease, maintaining the style and format of the original French document to facilitate comparison of the documents. Each lease shall be signed and certified (legal sworn translation) by the Contractor.

There are several types of leases of different lengths:

D.1.1.1 CAI LEASES (Credit Agricole Immobilier leases) for apartments which are approximately ten pages in length and almost identical in structure. Seventy to eighty percent of the CAI leases contain the exact same boilerplate language. Once the first CAI lease has been translated from French into English, the remaining leases only contain 10- 20% new language. The pricing for these leases shall be in accordance with Contract Line Item CLIN0001.

Amendments of approximately one to two pages may be required and shall also be priced at the same rate of

CLIN0001.

D.1.1.2 NON-CAI Leases for apartments and other building from various independent landlords. Each lease is individual in nature, more complex and there will be less repetition (boilerplate) in language. The pricing for these leases shall be in accordance with CLIN0002. Amendments of approximately one to two pages may be required and shall also be priced at the same rate of CLIN0001. D.1.2 – Translation of non-legal documents.

Those documents may be technical, cultural or administrative in nature. They are generally less complex in nature than the legal lease documents. Translation shall be from French into English or from English into French. The pricing for these documents shall be in accordance with CLIN 0003.

The Contractor shall deliver all translations in electronic format. The exact email address shall be specified to the Contractor in the task order.

D.2. Contracting Officer’s Representative (COR)

The Contracting Officer’s Representative (see clause 652.242-70 in Section 2 Addendum) will provide specific guidance and answer questions relative to the requirement described in paragraph D.1, above.

D.3. Completion Date

The Contractor shall deliver a complete and full translation of the items listed in paragraph D.1 above, to the COR by the date specified in each task order. In case no date is specified, translation of leases for apartments shall not take more than three days after receipt of the order and translations of leases for offices shall not take more than five days after receipt of the order.

11 | P a g e 2 8

D.4 Period of Performance

This contract shall start at the date of the award and shall last for a period of twelve months with two one-year options.

12 | P a g e 2 8

SECTION 2 - CONTRACT CLAUSES

52.212-4 TERMS AND CONDITIONS – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(DEVIATION JAN 2026)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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.

When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices.

An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

13 | P a g e 2 8

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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.

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(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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

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

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(u) 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 (RESERVED)

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ADDENDUM TO CONTRACT CLAUSES

FAR AND DOSAR CLAUSES NOT PRESCRIBED IN PART 12

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

THE FOLLOWING FEDERAL ACQUISITION REGULATIONS (FAR) CLAUSES ARE INCORPORATED

BY REFERENCE:

CLAUSE TITLE AND DATE

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS (NOV 2023)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (DEVIATION JAN 2026)

52.204-18 [RESERVED]

52.225-14 INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF

CONTRACT (FEB 2000)

52.228-3 WORKERS’ COMPENSATION INSURANCE (Defense Base Act) (JUL 2014)

52.228-5 INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997)

52.229-6 TAXES- FOREIGN FIXED PRICE CONTRACTS (FEB 2013)

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUNE 2013)

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (MAR 2023)

52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (DEVIATION JAN 2026)

52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(DEVIATION JAN 2026)

The following FAR clause(s) is/are provided in full text:

52.216-18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from June 1, 2026 through May 31, 2029 of each executed contractual year.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

https://acquisition.gov/browse/index/far

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(c) A delivery order or task order is considered "issued" when—

(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;

(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or

(3) If sent electronically, the Government either—

(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or

(ii) Distributes the delivery order or task order via email to the Contractor's email address.

(d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than 100.00 (one hundred) euros the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of than 90,000.00 (ninety thousand) euros

(2) Any order for a combination of items in excess of 90,000.00 (ninety thousand) euros or

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

(c) If this is a requirements contract (i.e., includes the Requirement clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within than 3 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 INDEFINITE QUANTITY (DEVIATION FEB. 2026)

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the "maximum." The Government shall order at least the quantity of supplies or services designated in the Schedule as the "minimum."

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the ordering period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order, which may include order options to be exercised after the ordering period of this contract but before the end of the period of performance of the order.

The contract shall govern the Contractor's and Government's rights and obligations with respect to that order, including options exercised, to the same extent as if the order were completed during the contract's ordering

18 | P a g e 2 8 period; provided, that the Contractor shall not be required to make any deliveries under this contract after the end of the contract period.

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within the performance period of the contract.

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

(a) Government may extend the term of this contract by written notice to the Contractor within the performance period of the contract or within 30 days after funds for the option year become available, whichever is later.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 3 (three) years.

52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract beyond September 30 of the current calendar year. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond September 30 of the current calendar year, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

CONTRACTOR IDENTIFICATION (JULY 2008)

Contract performance may require contractor personnel to attend meetings with government personnel and the public, work within government offices, and/or utilize government email.

Contractor personnel must take the following actions to identify themselves as non-federal employees:

1) Use an email signature block that shows name, the office being supported and company affiliation (e.g. “John Smith, Office of Human Resources, ACME Corporation Support Contractor”);

2) Clearly identify themselves and their contractor affiliation in meetings;

3) Identify their contractor affiliation in Departmental e-mail and phone listings whenever contractor personnel are included in those listings; and

4) Contractor personnel may not utilize Department of State logos or indicia on business cards.

652.215-70 EXAMINATION OF RECORDS

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(a) With respect to matters related to this contract or a subcontract hereunder, the Department of State Office of the Inspector General, or an authorized representative, shall have upon request:

(1) Complete, prompt, and free access to all Contractor and Subcontractor files (in any format), documents, records, data, premises, and employees, except as limited by law; and

(2) The right to interview any current Contractor and Subcontractor personnel, individually and directly, with respect to such matters.

(b) This clause may not be construed to require the contractor or any subcontractor to create or maintain any record that the contractor or subcontractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(c) The Contractor shall insert a clause containing all the terms of this clause, including this paragraph (c), in all subcontracts under this contract other than acquisitions described in Federal Acquisition Regulation 15.209(b)(1).

652.216-70 ORDERING - INDEFINITE-DELIVERY CONTRACT (APR 2004)

The Government shall use one of the following forms to issue orders under this contract:

(a) The Optional Form 347, Order for Supplies or Services, and Optional Form 348, Order for Supplies or Services Schedule - Continuation; or,

(b) The DS-2076, Purchase Order, Receiving Report and Voucher, and DS-2077, Continuation Sheet.

652.225-71 SECTION 8(A) OF THE EXPORT ADMINISTRATION ACT OF 1979, AS AMENDED (AUG

1999)

(a) Section 8(a) of the U.S. Export Administration Act of 1979, as amended (50 U.S.C. 2407(a)), prohibits compliance by U.S. persons with any boycott fostered by a foreign country against a country which is friendly to the United States and which is not itself the object of any form of boycott pursuant to United States law or regulation. The Boycott of Israel by Arab League countries is such a boycott, and therefore, the following actions, if taken with intent to comply with, further, or support the Arab League Boycott of Israel, are prohibited activities under the Export Administration Act:

(1) Refusing, or requiring any U.S. person to refuse to do business with or in Israel, with any Israeli business concern, or with any national or resident of Israel, or with any other person, pursuant to an agreement of, or a request from or on behalf of a boycotting country;

(2) Refusing, or requiring any U.S. person to refuse to employ or otherwise discriminating against any person on the basis of race, religion, sex, or national origin of that person or of any owner, officer, director, or employee of such person;

(3) Furnishing information with respect to the race, religion, or national origin of any U.S. person or of any owner, officer, director, or employee of such U.S. person;

(4) Furnishing information about whether any person has, has had, or proposes to have any business relationship (including a relationship by way of sale, purchase, legal or commercial representation, shipping or other transport, insurance, investment, or supply) with or in the State of Israel, with any

20 | P a g e 2 8 business concern organized under the laws of the State of Israel, with any Israeli national or resident, or with any person which is known or believed to be restricted from having any business relationship with or in Israel;

(5) Furnishing information about whether any person is a member of, has made contributions to, or is otherwise associated with or involved in the activities of any charitable or fraternal organization which supports the State of Israel; and,

(6) Paying, honoring, confirming, or otherwise implementing a letter of credit which contains any condition or requirement against doing business with the State of Israel.

(b) Under Section 8(a), the following types of activities are not forbidden ``compliance with the boycott,'' and are therefore exempted from Section 8(a)'s prohibitions listed in paragraphs (a)(1)-(6) above:

(1) Complying or agreeing to comply with requirements:

(i) Prohibiting the import of goods or services from Israel or goods produced or services provided by any business concern organized under the laws of Israel or by nationals or residents of Israel; or,

(ii) Prohibiting the shipment of goods to Israel on a carrier of Israel, or by a route other than that prescribed by the boycotting country or the recipient of the shipment;

(2) Complying or agreeing to comply with import and shipping document requirements with respect to the country of origin, the name of the carrier and route of shipment, the name of the supplier of the shipment or the name of the provider of other services, except that no information knowingly furnished or conveyed in response to such requirements may be stated in negative, blacklisting, or similar exclusionary terms, other than with respect to carriers or route of shipments as may be permitted by such regulations in order to comply with precautionary requirements protecting against war risks and confiscation;

(3) Complying or agreeing to comply in the normal course of business with the unilateral and specific selection by a boycotting country, or national or resident thereof, of carriers, insurance, suppliers of services to be performed within the boycotting country or specific goods which, in the normal course of business, are identifiable by source when imported into the boycotting country;

(4) Complying or agreeing to comply with the export requirements of the boycotting country relating to shipments or transshipments of exports to Israel, to any business concern of or organized under the laws of Israel, or to any national or resident of Israel;

(5) Compliance by an individual or agreement by an individual to comply with the immigration or passport requirements of any country with respect to such individual or any member of such individual's family or with requests for information regarding requirements of employment of such individual within the boycotting country; and,

(6) Compliance by a U.S. person resident in a foreign country or agreement by such person to comply with the laws of that country with respect to his or her activities exclusively therein, and such regulations may contain exceptions for such resident complying with the laws…

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