19GE5018R0115.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

19GE5018R0115

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

09/30/2018

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Chris Heck

b. TELEPHONE NUMBER (No collect calls)

c. EMAIL heckc@State.gov

8. OFFER DUE DATE / LOCAL

TIME

10/28/2018 23:59:00

CODE FRANK

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

9. ISSUED BY X UNRESTRICTED OR SET ASIDE: % FOR

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS: 541214

SIZE STANDARD: $0

10. THE ACQUISITION IS

SEE

SCHEDULE

X

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS

RATED ORDER UNDER DPAS

13b. RATING

RFQ IFB X RFP

14. METHOD OF SOLICITATION

TELAVCODE15. DELIVER TO

EMBASSY BRANCH OFFICE TEL AVIV

71 HAYARKON STREET

ATTN: HUMAN RESOURCES

TEL AVIV, 63903

CODE FRANK16. ADMINISTERED BY

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

FACILITY CODECODE

Contact Duns Telephone No.

17a. CONTRACTOR/OFFEROR TELAVCODE18a. PAYMENT WILL BE MADE BY

EMBASSY BRANCH OFFICE TEL AVIV

71 HAYARKON STREET

ATTN: FMC

TEL AVIV, 63903

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

OFFER X SEE ADDENDUM

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

CHECKED

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES

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

21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT

See Line Items Section

25. ACCOUNTING AND APPROPRIATION DATA

See Line Item Detail

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

X 27a. SOLICITATION INCORPORATES BY REFERENCES FAR 52.212-1, 52.212-4, FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA X ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4, 52.212-5 IS ATTACHED. ADDENDA 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: REF. 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 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF THE CONTRACTING OFFICER (TYPE OR PRINT)

Fabiola A. Bellevue 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 02/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

19GE5018R0115

001 BASE YEAR SERVICES

see SOW for detailed specifications

1.00 YR

(Start to End) Date 11/15/2018 to 11/14/2019

002 BASE YEAR 17% VAT 1.00 LS

(Start to End) Date 11/15/2018 to 11/14/2019

1001 FIRST OPTION YEAR SERVICES

see SOW for detailed specifications

1.00 YR

(Start to End) Date 11/15/2019 to 11/14/2020

1002 FIRST OPTION YEAR 17% VAT 1.00 LS

(Start to End) Date 11/15/2019 to 11/14/2020

2001 SECOND OPTION YEAR SERVICES

see SOW for detailed specifications

1.00 YR

(Start to End) Date 11/15/2020 to 11/14/2021

2002 SECOND OPTION YEAR 17% VAT 1.00 LS

(Start to End) Date 11/15/2020 to 11/14/2021

3001 THIRD OPTION YEAR SERVICES

see SOW for detailed specifications

1.00 YR

(Start to End) Date 11/15/2021 to 11/14/2022

3002 THIRD OPTION YEAR 17% VAT 1.00 LS

(Start to End) Date 11/15/2021 to 11/14/2022

4001 FOURTH OPTION YEAR SERVICES

see SOW for detailed specifications

1.00 YR

(Start to End) Date 11/15/2022 to 11/14/2023

4002 1.00 LSFOURTH OPTION YEAR 17% VAT

(Start to End) Date 11/15/2022 to 11/14/2023

19GE5018R0115

Line Item Summary

Solicitation Number:

19GE5018R0115

Contract Number: Title: Payroll services for Jerusalem & Tel Aviv

Date of Solicitation:

09/30/2018

Line Item No. Description Quantity Unit Unit Price Total Cost

FOR GOVERNMENT USE ONLY

DO NOT ENTER PRICES HERE

Payroll Services

Tel Aviv and Jerusalem

TABLE OF CONTENTS

Section 1 – The Schedule

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

Description / Specifications / Work Statement

Attachment 1 – Prices (incorporated into the contract) Attachments 2 – 4 Solicitation Phase Only Attachment 5 – Questions & Answers

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

SECTION 1 – THE SCHEDULE

CONTINUATION TO SF-1449 PRICES – BLOCK 23

I BACKGROUND / SCOPE OF SERVICES

I.A The US Embassy Tel Aviv and the US Consulate General Jerusalem (hereinafter referred to as the customer) requires payroll services for its locally employed staff

(LES).

I.B This is a fixed-unit-price commercial items requirements type service contract.

The fixed unit prices are specified in III Prices / Attachment 1.

As per FAR 52.216-22, "INDEFINITE QUANTITY," the minimum and maximum amounts for this indefinite quantity contract shall be any quantity or combination of supplies and services equal to the amount (s) set forth below. The US Government (USG) makes no guarantee as to the number of orders or actual amount of services that may be requested above the guaranteed minimum value for the life of the contract.

The minimum for this indefinite delivery, indefinite quantity contract is US$5,000.00 (or equivalent in local currency) for the base and all option periods (combined).

The maximum for this indefinite quantity contract (if the USG exercises all options) shall be any quantity or combination of supplies and services with a contract value of US$3,500,000.00 (or equivalent in local currency).

The contract shall remain unfunded. The contracting office shall issue the contractor annual funded task orders.

II ACRONYMS, ABBREVIATIONS AND DEFINITIONS

Acronym Definition Acronym Definition

101 Form Monthly Employee Israeli Income Tax Declaration Form

102 Form Annual Employee Israeli Income Tax Summary Form

CLIN Contract Line Item Number CO Contracting Officer

COR

Contracting Officer’s Representative, the person acting for the contracting officer in matters of invoice approval, technical questions, etc.

Customer

US Embassy Jerusalem and US Consulate General Jerusalem

Acronym Definition Acronym Definition

SLSX file Microsoft Excel File DoS Department of State

Employer The United States Government = USG FAM Foreign Affairs

Manual

FMO

Financial Management Officer (paying office for all USG agencies except AID)

ITA Israel Tax Authority

LS Lump Sum NII National Insurance Institute of Israel

PII Personally Identifiable Information QTY Quantity

Secure Data Information Site

Secure password enabled and web based internet site allowing for the secure transfer of personal files.

The application shall be hosted in the contractor’s datacenter or in a managed cloud hosted secure data center

SOW Statement of Work

TBD To be determined USG U.S. Government

III PRICES

III.A.1 The contractor shall complete all work, including furnishing all labor, material, equipment and services, unless otherwise specified herein, required under this contract for the firm fixed unit prices indicated below and within the time specified herein. These prices shall include all labor, materials, profit, and, if applicable, VAT.

The USG will consider any costs not separately priced to be included in the individual project prices as overhead or other indirect cost. No additional sums will be payable because of any escalation in the cost of materials, equipment or labor, or because of the contractor's failure to properly estimate or accurately predict the cost or difficulty of achieving the results required by this contract. Nor will the contract price be adjusted because of fluctuations in the currency exchange rates.

III.A.2 The currency of the award shall be fixed and cannot be changed by modification to the contract. The only reimbursable items shall be the VAT (Value Added Tax) (if applicable) and the DBA insurance (if applicable).

III.B Taxes – If applicable, the contractor shall be responsible for paying to the appropriate authority the applicable rate of VAT. Offerors shall identify the VAT as a separate line item. The VAT shall also be a separate cost item on all invoices submitted against task orders under the resulting contract.

The USG shall reimbursed the contractor for VAT only up to the amount listed in each task order and upon presentation of proof that VAT has been paid to the host country government. If the contractor receives a VAT refund from the host government, he shall re-pay the refund amount to the USG.

SPACE INTENTIONALLY LEFT BLANK

ATTACHMENT 1 – PRICING SECTION WILL BE INCORPORATED HERE

IV SPECIFICATIONS / STATEMENT OF WORK (SOW)

IV.A Payroll Services

The Government of the United States of America (USG) requires payroll services.

The Statement of Work lists the goals and objectives of the contract.

IV.B STATEMENT OF WORK

The contractor shall provide the US Embassy Jerusalem and US Consulate General Jerusalem (hereinafter referred to as ‘customer’) with the below services.

1. Startup

1.1. Identify or design a system that can accommodate the unique challenges of calculating local income tax and social security for the customer taking into account biweekly pay periods and non-standard NII calculations.

1.2. Collect and input data for all customer employees, including the “101 form” as required.

2. Ongoing Contractor Services – The contractor shall

2.1. Calculate the local income tax and social security withholdings for all local employees within the U.S. Embassy Tel Aviv and U.S Consulate Jerusalem.

2.2. Provide monthly tax, pension and social security withholding reports calculated from employees’ wages for each pay period (as defined in section 5.2). Provide “102” reports (summary employer’s withholdings for all its employees) in accordance with Israeli statutory provisions with the following exception:

The employee contribution for NII calculations requires a special formula to account for employer contributions. For purposes of the contract, employees contribute 32% of the total required NII contribution of 19.5% of their pay, and the employer contributes 68% of the total contribution of 19.5% of total pay.

2.3. Prepare standard Israeli employee tax and NII forms that are required by the ITA or NII to establish the correct tax rates and eligibility of other government benefits.

2.4. Provide information on changes in tax legislation that affects employee tax, pension, and other benefits.

2.5. For the Jerusalem Consulate General only – Designate representative(s) to provide guidance on income tax and national insurance codes, responsibilities, obligations, and prevailing practices.

a. The assigned representative(s) shall speak English, Hebrew and Arabic, and be able to serve as a customer service interface with individual employees and resolve issues related to tax and NII withholding, including regular onsite visits (approximately 4 hours every 3 weeks) and availability via email.

b. They shall be required to obtain a ‘Public Trust’ security clearance with may take 3 months. Until this is received, the representative(s) shall be escorted at all times.

c. Representatives will be allowed to bring their laptop into the USG building(s).

d. Representative(s) shall arrive in sufficient time to allow for security / entrance processing

3. Requirements

3.1. The customer shall provide the SLSX payroll files via the contractor’s secure data information site (see definitions and paragraph 6). The contractor shall use these to calculate tax and NII withholdings after reducing the employee’s tax liability by any tax credit points, for each pay period and return it to the customer (to be precise, to the Embassy’s and Consulate General’s Finance Management Offices (FMO)) for processing of actual withholdings. The FMOs shall review and sign off on the accuracy of the wilholdings. The customer and the contractor shall transmit / exchange files via secure data transfer protocols that the contractor shall arrange. The USG Global Financial Service Center in Bangkok shall perform actual payments and withholdings. The customer transmits the files prepared by the contractor to the financial service center to release payments to the employees and other associated accounts.

3.2. The contractor shall process the SLSX payroll files (section 3.1) and return them to the customer for tax, and NII withholding within seven (7) calendar days.

3.3. The contractor shall prepare bi-weekly and monthly “102” reports using employee withholding calculations from previous pay periods that are assigned to a particular calendar month (Note: The 26 pay periods are spread over 12 calendar months). The customer assigns the pay periods to particular calendar months and provides this information to the contractor at the beginning of each calendar year.

3.4. The contractor shall correct errors in tax withholdings calculation that result from an internal contractor error or when the customer provides incorrect input.

The contractor shall prepare and provide all National Insurance Institute’s (NII) and income tax forms, including, but not limited to form “161” (for severance), military leave form, work injury forms, unemployment forms, and form “106” (final summary of income and tax withholdings for the year for each employee) as required by standard regulatory procedures in Israel.

3.5. The contractor shall prepare monthly paper pay statements for employees and provide employees with individualized ISO 27001 controlled access to on-line pay slips. The contractor shall deliver the paper pay statements per express delivery courier service. The contractor shall maintain the capability to store, retrieve and provide all contractor work products (e.g. administrative documents, electronic files, etc.) that the contractor created during the contract period including the base and all option years.

3.6. The customer provides the contractor Israeli Defense Force documents that the contractor requires to calculate military leave benefits. The contractor shall document the military leave benefit on the appropriate standard government form, which the customer will submit to NII for reimbursement from the Government of Israel (social security).

3.7. Within 30 days of the expiration or termination of this contract, the contractor shall furnish digital copies (via DVD-R and flash drive) of all records / files related to the contract to the customer.

3.8. The contractor shall destroy all data provided by the customer upon expiration or termination of the contract. However, this shall not happen until the customer has confirmed by signed letter to the contractor that they have satisfactorily performed the requirements of section 3.8.

3.9. The contractor shall consistently monitor Israeli taxation regulations, national insurance regulations and Israeli pension law to provide up-to-date advice on appropriate and required adjustments to individual employees’ withholding calculations that the customer needs to make.

4. Deliverables

To ensure the contractor’s prepared data is compatible with the report to the Global Financial Services Center payroll processing in Bangkok, the contractor shall submit draft withholding for three consecutive pay periods as determined by the customer at the start of the contract.

The contracting officer shall issue a Notice To Proceed (NTP) to the contractor to inform him of the date as of which the contractor shall submit live withholding of income tax and NII contributions for LES payroll, and subsequently on a bi-weekly basis.

5. Notes

5.1. The customer has two distinct business units (the US Embassy, (comprised of the U.S. Embassy in Jerusalem and the Embassy Branch Office in Tel Aviv) and the US Consulate General in Jerusalem) that function independently of one another. The contractor shall provide all services for the customer to both business units and all work material provided shall be respective to the business unit that provided the data to be processed.

5.2. A pay period is 14 calendar days, and the first day of a pay period is Sunday.

There are 26 pay periods in a year. The normal workweek has Saturday and Sunday as rest days.

6. Standards for Handling of Data – from the Foreign Affairs Manual (FAM) –

Rules of Behavior for Personally Identifiable Information (PII).

All personally identifiable information (PII) shall be protected through appropriate safeguards to ensure security, privacy, and integrity. The contractor is held responsible for complying with these requirements.

Failure by the contract employee to abide by these rules may result in permanent removal and other contractual sanctions.

a. Do not inspect, search, or browse any record of PII in files or databases unless you are authorized to do so in the performance of your official duties, and you have a need to do so to accomplish your assigned work.

b. Do not alter records containing PII unless it is necessary for the performance of your official duties.

c. Do not copy records of PII to a non-contractor furnished storage media.

d. Do not disclose PII to others, including other authorized users, verbally or otherwise unless there is a need to do so in the performance of your official duties.

e. Do not reveal your password to others or allow them to log on under your account.

f. Do not leave your work area without first locking your computer.

g. Do not store PII in shared electronic folders or shared network files.

h. Do not email PII in an unencrypted form without first evaluating the potential harm to the individuals if their PII were exposed.

i. Do not leave hard copy PII records exposed and subject to theft.

Contractors are required to follow these privacy rules of behavior when accessing PII in the performance of their official duties. These rules apply with due regard for the content and context of the underlying information.

Additionally, applications and / or data related to this contract shall be hosted in the contractor’s datacenter or a managed cloud-hosted secure data center with appropriate contract and security to include activity logs.

Customer must have the right to audit storage and access and security controls. The Embassy’s Information Systems Security Officer (ISSO) must re-certify and audit the situation periodically.

All PII stored on portable devices shall be encrypted

END OF SOW

V CONTRACT ADMINISTATIVE REQUIREMENTS AND PROCEDURES

V.1 Start / Period of Performance

Contract performance is estimated to start in November 2018. The period of performance is one year, with four possible option years. Option years, if exercised, shall be for twelve (12) months each, commencing at the expiration of the previous period of performance.

The USG may extend this contract in accordance with the option clause in Section 2, FAR 52.217-9, Option to Extend the Term of the Contract – Deviation, which also specifies the total duration of this contract.

The Government may exercise the option set forth at Section 2, "FAR 52.217- 8, Option to Extend Services", within the currently ongoing period of performance.

Notwithstanding the expressed contract expiration date, this contract shall remain in full force and effect until the last items or services ordered hereunder have been delivered and accepted by the Government.

V.2 Invoices, Review and Payment

Invoices shall be issued monthly. Value Added Tax (VAT), if applicable, shall be a separate line item on each invoice.

The contractor shall e-mail the invoice as pdf document to the COR and to

INFORMATION TO BE PROVIDED AS PART OF THE CONTRACT AWARD

The COR will review the invoice and, if it’s correct, approve it for payment. If there are mistakes, the COR shall inform the contractor which corrections are required.

The COR will confirm to the post finance office that the invoice is correct.

Each invoice shall include the items listed in Section 2, FAR 52.212-4 g.1.

Payment shall be made in the currency the contractor specified in Section I, Prices.

V.3 Advance Payment shall not be authorized under this contract.

V.4 Changes In Ownership – The contractor shall furnish the COR advance notification (90 calendar days prior to the effective date) of any disposition or the change in ownership or terms of lease of any facilities utilized by him for performance of any service under this contract.

V.5 DOSAR 652.242-73 Authorization And Performance (AUG 1999)

The contractor shall be in possession of valid licenses or other required documents to do business in its country of business. Without additional cost to the USG, the contractor shall obtain and renew all required permits, licenses and appointments required for all work performed under this contract.

V.6 Reports and other Deliverables All reports and other deliverables required under this contract shall be delivered to the following e-mail addresses: To Be Determined at Award

V.7 Choice of Law – This contract shall be construed and interpreted in accordance with the substantive laws of the United States of America. By the execution of this contract, the contractor expressly agrees to waive any rights to invoke the jurisdiction of local national courts where this contract is performed and agrees to accept the exclusive jurisdiction of the United States Civilian Board of Contract Appeals and the United States Court of Federal Claims for hearing and determination of any and all disputes that may arise under the Disputes clause of this contract.

V.8 List Of Attachments

Attachment 1 Pricing Spreadsheet

Attachment 2 Contract Information Sheet / Experience Listing

Attachment 3 Key Personnel

Attachment 4 Sample of required SAM Printout

END OF SECTION 1

SECTION 2 – CONTRACT CLAUSES

52.212-4 – CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS (JAN 2017)

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 Government-wide 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 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, contract 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 contract 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 at 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 32.608-2 of the Federal Acquisition Regulation 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; 41 U.S.C. 4712 and 10 U.S.C.

2409 relating to whistleblower protections; 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. System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete.

Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database.

Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

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 Use 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.

ADDENDUM TO 52.212-4

Paragraph c. Changes. FAR 52.243-1 Changes, Alt. I is included as an addendum.

52.212-5 – CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (AUG 2018)

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

(1) 52.203-19, 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) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(3) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab other Covered Entities (JUL 2018) (Section 1634 of Pub. L. 115-91).

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(5) 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 items:

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C.

2402).

_X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

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

_X_ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Oct 2016) (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).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note).

_X_ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

___ (10) [Reserved]

___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

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

___ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

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

___ (13) [Reserved]

___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

___ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

___ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (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 (Nov 2016) of 52.219-9.

___ (v) Alternate IV (Aug 2018) of 52.219-9.

___ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C.

644(r)).

___ (19) 52.219-14, Limitations on Subcontracting (Nov 2011) (15 U.S.C.

637(a)(14)).

___ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

___ (22) 52.219-28, Post Award Small Business Program Representation (Jul 2013) (15 U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for Economically Disadvantaged Women-Owned Small Business (EDWOSB) Concerns (Dec 2015) (15 U.S.C.

637(m)).

___ (24) 52.219-30, Notice of Set-Aside for Women-Owned Small Business (WOSB) Concerns Eligible Under the WOSB Program (Dec 2015) (15 U.S.C.

637(m)).

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

_X_ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126).

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

_X_ (28) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

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

4212).

___ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

___ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C.

4212).

_X_ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

___ (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

_X_ (ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O.

13627).

___ (34) 52.222-54, Employment Eligibility Verification (Aug 2013). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693)

___ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693)

___ (38) (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.

___ (39) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-14.

___ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (41) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-16.

_X_ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

___ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693)

___ (44) 52.223-21, Foams (Jun 2016) (E.O. 13693)

___ (45)(i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a)

___ (ii) Alternate I (Jan 2017) of 52.224-1.

___ (46) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

___ (47) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

___ (ii) Alternate I (May 2014) of 52.225-3.

___ (iii) Alternate II (May 2014) of 52.225-3.

___ (iv) Alternate III (May 2014) of 52.225-3.

___ (48) 52.225-5, Trade Agreements (Aug 2018) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (49) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

___ (50) 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. 2302 Note).

___ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___ (54) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_X_ (55) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (56) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (59) 52.242-5, Payments to Small Business Contractors (Jan 2017) (15 U.S.C. 637(d)(12)).

___ (60) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

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

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

13495)

___ (2) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C.

chapter 67.).

___ (3) 52.222-42, Statement of…