19GE5020R0051.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

19GE5020R0051

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

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

David D. Machen

b. TELEPHONE NUMBER (No collect calls)

c. EMAIL machendd@state.gov

8. OFFER DUE DATE / LOCAL

TIME

07/09/2020 15:00:00

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: 541930

SIZE STANDARD:

10. THE ACQUISITION IS

SEE

SCHEDULE

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

MULTICODE15. DELIVER TO

SEE

SEE TEXT

line items Multi, XX 00000

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 TOKYOCODE18a. PAYMENT WILL BE MADE BY

AMERICAN EMBASSY TOKYO

1-10-5 AKASAKA, MINATO-KU

ATTN: FINANCIAL MANAGEMENT CENTER (FMC)

TOKYO 107-8420

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

OFFER 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)

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

Eric N. Moore 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

19GE5020R0051

Table of Contents

Section Description Page Number

2 Contract Clauses 52.203-3 Gratuities (Apr 1984) 52.203-12 Limitation On Payments To Influence Certain Federal Transactions (Oct 2010) 52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights (Apr 2014) 52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011) 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) 52.204-13 System for Award Management Maintenance (Oct 2018) 52.204-18 Commercial and Government Entity Code Maintenance (Jul 2016) 52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014) 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2019) 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015) 52.225-14 Inconsistency Between English Version and Translation of Contract (Feb 2000) 52.229-6 Taxes-Foreign Fixed-Price Contracts (Feb 2013) 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013) 52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004) 52.204-21 Basic Safeguarding of Covered Contractor Information Systems (June 2016) 52.212-4 Contract Terms and Conditions-Commercial Items (Oct 2018) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (Mar 2020) 52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 52.252-2 Clauses Incorporated by Reference (Feb 1998) 652.225-71 SECTION 8(a) OF THE EXPORT ADMINISTRATION ACT OF 1979, AS AMENDED

(AUG 1999)

652.232-70 Payment Schedule and Invoice Submission (Fixed-Price)(Aug 1999)

652.237-72 OBSERVANCE OF LEGAL HOLIDAYS AND ADMINISTRATIVE LEAVE (FEB

2015)

652.242-73 AUTHORIZATION AND PERFORMANCE (AUG 1999)

52.227-17 Rights in Data - Special Works (Dec 2007)

3 Solicitation Provisions 52.204-16 Commercial and Government Entity Code Reporting (Jul 2016) 52.204-22 Alternative Line Item Proposal (Jan 2017) 52.207-6 Solicitation of Offers From Small Business Concerns and Small Business Teaming Arrangements or Joint Ventures (Multiple-Award Contracts) (Oct 2016) 52.204-7 System for Award Management (Oct 2018) 52.212-1 Instructions to Offerors-Commercial Items (Mar 2020) 52.212-1 Appendum INSTRUCTIONS TO OFFERORS 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998)

652.206-70 ADVOCATE FOR COMPETITION/OMBUDSMAN (FEB 2015)

4 Evaluation Factors

52.212-2 EVALUATION - COMMERCIAL ITEMS

52.225-17 Evaluation of Foreign Currency Offers (Feb 2000)

5 Representations and Certifications 52.204-20 Predecessor of Offeror (Jul 2016) 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Dec 2019) 52.204-26 Covered Telecommunications Equipment or Services-Representation (Dec 2019) 52.209-7 Information Regarding Responsibility Matters (Oct 2018) 52.212-3 Offeror Representations and Certifications-Commercial Items (Mar 2020)

001 CLIN 0001:DIGITAL PROMOTIONAL VIDEO SEGMENTS

Design, produce, and edit promotional video

12.00 EA

The duration of each video segment shall be from 3 to 5 minutes;

Delivery of each finished segment shall be in accordance with the delivery schedule found at Attachment 1

Pricing shall be inclusive of all direct and indirect costs to include travels costs and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1001 ** OPTION **

CLIN 1001: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in SOUTH KOREA

12.00 EA

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1002 ** OPTION **

CLIN 1002: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in TAIWAN

12.00 EA

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1003 ** OPTION **

CLIN 1003: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in INDONESIA

12.00 EA

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1004 ** OPTION **

CLIN 1004: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video

12.00 EA

19GE5020R0051

Line Item Summary

Solicitation Number:

19GE5020R0051

Contract Number: Title: Tokyo - ATO Social Media Marketing Services

Date of Solicitation:

Line Item No. Description Quantity Unit Unit Price Total Cost segment ready for release in PHILIPPINES

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1005 ** OPTION **

CLIN 1005: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in INDIA

12.00 EA

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1006 ** OPTION **

CLIN 1006: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in SOUTH AFRICA

12.00 EA

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1007 ** OPTION **

CLIN 1007: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in BRAZIL

12.00 EA

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1008 ** OPTION **

CLIN 1008: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in MEXICO

12.00 EA

Delivery date of each finished segment shall be specified

19GE5020R0051

Line Item Summary

Solicitation Number:

19GE5020R0051

Contract Number: Title: Tokyo - ATO Social Media Marketing Services

Date of Solicitation:

at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1009 ** OPTION **

CLIN 1009: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in CANADA

12.00 EA

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1010 ** OPTION **

CLIN 1010: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in the UNITED KINGDOM

12.00 EA

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1011 ** OPTION **

CLIN 1011: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in GERMANY

12.00 EA

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

1012 ** OPTION **

CLIN 1012: REGIONAL ADAPTATION OF

PROMOTIONAL VIDEO SEGMENT

Editing and Voice-over translation required to make a video segment ready for release in FRANCE

12.00 EA

Delivery date of each finished segment shall be specified at the time the option is exercised.

Pricing shall be inclusive of all direct and indirect costs to

19GE5020R0051

Line Item Summary

Solicitation Number:

19GE5020R0051

Contract Number: Title: Tokyo - ATO Social Media Marketing Services

Date of Solicitation:

include travels cost and profit.

Type of Contract Pricing:

Doc Ref No:

Delivery Date FOB:

B. SERVICES AND PRICES

B.1. SCOPE OF SERVICES

The Contractor shall develop, produce, and disseminate digital, video-based, marketing materials promoting United States foods, agricultural, and cuisine. This contract shall be functionally managed by the Agricultural Trade Office of the US Embassy Tokyo, Japan.

B.2. TYPE OF CONTRACT

This is a firm, fixed-price definitive contract with several OPTION contract line items (CLINs).

B.3. PRICING

(a) The Contractor shall provide the services, as described in the Performence Work Statement, at the rates shown in the Schedule of Supplies (beginning on page 3).

(b) Prices shall remain firm and fixed for the entire duration of the contract. Price adjustments are author-ized only in clause below.

(f) The prices listed in the Schedule of Supplies shall include all labor, materials, overhead, and profit.

(g) VALUE ADDED TAX. (VAT). The Contractor shall include VAT as a separate charge on the Invoice and is listed as a separate line item in the Schedule.

B.3.1. PRICING SUMMARY.

TOTAL OF CLIN 0001 .

TOTAL OF ALL OPTIONS (1001-1012) .

GRAND TOTAL (BASE + ALL OPTIONS) .

CURRENCY OF OFFER:_____________________________________________

19GE5020R0051

Line Item Summary

Solicitation Number:

19GE5020R0051

Contract Number: Title: Tokyo - ATO Social Media Marketing Services

Date of Solicitation:

Section 1- Solicitation/Contract Form

C. PERFORMANCE WORK STATEMENT

C.1 Objectives of the Project The Agricultural Trade Office (ATO) of the U.S. Embassy, Tokyo, Japan seeks a contractor to develop, produce and disseminate digital, video-based, marketing materials promoting U.S. foods, agriculture and cuisine. This content will reinforce positive images of U.S. foods; reinforce the confidence of Japanese consumers in U.S. ag-ricultural production methods and food safety; and bolster the acceptance of U.S. agricultural products as integ-ral components of Japanese food and cuisine.

C.2 Deliverables

C.2.1 Original Digital Content The contractor will work in cooperation with the ATO and U.S. industry partners (Cooperators) to develop a program for production and release of video materials via social media and achieve minimum levels of viewer-ship among specified target consumer groups. It is anticipated that this program will involve release of one pro-motional video (length of individual segments to be between 3 and 5 minutes. Length of individual segments will be finalized with ATO approval of content) every two weeks; anticipated to start October 15, 2020.

Offerants will be requested to submit bids to create twelve original video segments, including Design, Produc-tion, Editing and Release. Due to the availability of substantial pre-existing proprietary video content owned by the Cooperator community; the Contractor and ATO may—on a case-by-case basis-- agree to incorporate re-purposed (or “turnkey”) content in the promotional campaign in lieu of original content.

Timing of this project will coincide with the re-design of the ATO’s MyFood.jp website. While this video cam-paign should be designed to achieve desired viewership goals, it is also intended to direct consumers to the My- Food.jp website, and video segments will be housed on that website following their initial release.

The ATO will require average viewership of 1 million views, in Japan, per video, with minimum acceptable viewership of 600,000 per segment.

The ATO will focus on three separate Tokyo-based consumer demographic target groups, including:

1. Stay at home mothers from mid-20's to late-30's.

2. Professional females, mid-20's to late 30’s.

3. Professional males late 20’s to early 30’s.

For each video segment a priority demographic will be defined. It is expected that the contractor will tailor messaging and dissemination to reach the priority audience.

Preliminary themes for messaging (subject to change/modification) include:

• Longstanding partnership between U.S. agriculture and Japanese food producers.

• Sustainability of U.S. agriculture.

• Quality, safety and reliability of U.S. food products.

• Innovation and artisanship in U.S. food production and cuisine.

• The U.S. as the world’s largest supplier of organic/natural foods.

• Food and cuisine of the Pacific Northwest.

• Food and cuisine of the West Coast/California.

• Food and cuisine of the Southern U.S.

• Food and cuisine of the American West.

Other product-focused promotional messages.

C.2.2 Impact Assessment The contractor will be expected to track and—within 7 days of distribution of each segment—report on the per-formance of each segment, including;

• Total Views.

• Profile of views by time viewed, and completion rate.

• Engagements and interactions.

• Demographic profile of viewing audience.

In addition, the contractor will be required to assess the impact of this digital content on target audiences, in-cluding assimilation of core messaging and impact on consumer perceptions. It is anticipated that these assess-ments will be performed on 3 of the original segments, identified by the ATO. The final proposal should in-clude description of methodology to be used.

Both the tracking data and consumer impact assessments will inform ongoing programming (see below).

C.3 Other Project Requirements

C.3.1 Process

Prior to initiation of the campaign, the contractor will assign a project team that will, in close collaboration with the ATO and Cooperators:

• Define themes for each segment.

• Develop story lines and conceptualize content.

• Create a sequential program developed to maximize impact of messaging.

• Identify opportunities to utilize pre-existing materials.

Production of any individual segment shall not begin until the COR has given approval of the storyline and concept. Impact assessment data shall be used to improve design, messaging and distribution on an ongoing basis.

Once release of promotional materials begins, the project team will meet with ATO staff on a weekly basis to analyze message content, viewership, performance among priority demographic groups, and receptivity/reaction to content. Insights from these sessions will inform subsequent programming.

C.3.2 Coordination Insofar as possible, programming will be developed to complement other ATO/Cooperator programming (e.g.

Taste of America Restaurant Menu Promotion), highlight seasonality of products or cuisine and create tie-ins to major cultural events.

C.3.3 Rights to Finished Products The United States Government will be sole owner of all materials developed under this project.

C.4 OPTIONS: Adaptation of video segments for release in third markets

Should the Government elect to exercise one or more of the option CLIN 1001 through 1012, the contractor shall re-purpose materials developed for this campaign and meet the previously specified dissemination goals in the following markets. The adaptation of material shall include, but is not limited to, the adaption to respond to cultural sensibilities and consumer preferences in the specified markets and the dubbing or voice-over trans-lation into the regional language. The Government will reserve the right to exercise this option for a period of six months:

• South Korea

• Taiwan

• Indonesia

• Philippines

• India

• South Africa

• Brazil

• Mexico

• Canada

• United Kingdom

• Germany

• France

C.5 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 Con-tractor of unsatisfactory performance, and notify the Contracting Officer of continued unsatisfactory perform-ance. 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.

Failure to comply with the performance thresholds indicated below will be grounds for terminating this con-tract. The Contracting Officer may, at his or her option, require the Contractor to take corrective action prior to determining that the contract will be terminated.

Performance Objective PWS Paragraph Performance Threshold

Original Digital Content:

Design, Production, Editing and Re-lease of Video Segment

C.2.1

- Error-free: No more than one (1) er-ror per segment

- Released on-time

- High quality of both audio and video

Original Digital Content:

Obtain Viewership Goal

C.2.1 Obtain the minimum viewership tar-get of 600,000 people per segment

Impact Assessment C.2.2 Assessment report is delivered on-time and contains meaningful and relevent marketing data from the target audience

Video Segment Adapation C.4 Video segments are successfully adapteded to meet the cultural and linguistic require-ment of the target region

C.5.1 Surveillance. The COR will receive and document all complaints from Government personnel regarding the services provided. If appropriate, the COR will send the complaints to the Contractor for corrective action.

C.5.2 Standard. The performance standard is that all performance threshold are met for each video segment.

The COR shall notify the Contracting Officer in the event that that the contractor does not meet the stated threashold. The Contracting Officer may take appropriate action, as set forth in clause 52.212-4 Contract Terms and Conditions - Commercial Items, in the event that the contractor fails to meet the performance standards.

C.5.3. Procedures

The COR will document all instances whereby, in the opinion of the COR, the contractor has failed to meet a performance threashold.

The COR will inform the Contractor and give the Contractor additional time to correct the performance issue, if additional time is available. The COR shall determine how much time is reasonable.

The COR shall, as a minimum, orally notify the Contractor of all performance complaints.

If the Contractor disagrees with the complaint and challenges the complaint's validity, the Contractor will notify the COR. The COR will review the matter, particularly as it relates to any new information offered in the con-trator's rebuttal.

The contractor shall write a Corrective Action Plan (CAP) for any substantiated performance issues and submit it to the CO and the COR within five (5) days that the contractor was formally notified of the performance is-sue. The CAP shall clearly describe who will be responsible for correcting the issue and how it will be correc-ted. The CO and COR have two (2) days to review the submitted CAP. In the event that the Government re-quires changes to the CAP, the contractor shall have two (2) days to complete the required adjustments to the plan.

Repeat performance threshold issues shall not be tolerated, and the Government can find the contractor in de-fault for repeated performance issues.

C.6 CONTRACTOR AND KEY PERSONNEL / QUALIFICATIONS AND CAPABILITIES

C.6.1 KEY PERSONNEL / QUALIFICATIONS AND CAPABILITIES

Key personnel under this contract are:

Contractor's Project Manager – the contractor shall provide a project manager who shall be responsible for the administration, supervision, and coordination of the contractor’s Government operations. The Project Man-ager shall have extensive experience in the management of social media promotion campaigns. The project manager shall be the focal point for all activities related to the performance of this contract. He/she is to be cos-idered the Contractor's POC for the Government.

C.6.1.1. The project manager shall have at least three (3) years of experience as a project manager for a social media marketing campaign. Previous employments shall be referenced, description of the work done and in-formation on previous employers provided.

C.6.1.2. The project manager shall have very good knowledge of the Japanese culture and way of life.

C.6.1.3. The project manager shall be fluent in English and have a working knowledge of Japanese.

C.7 PERMITS. Without additional cost to the Government, the Contractor shall obtain all permits, licenses, and appointments required for the prosecution of work under this contract. The Contractor shall obtain these permits, licenses, and appointments in compliance with applicable host country laws. The Contractor shall provide evidence of possession or status of application for such permits, licenses, and appointments to the Con-tracting Officer with its proposal. Application, justification, fees, and certifications for any licenses required by the host government are entirely the responsibility of the Contractor.

C.8 DEFINITIONS

"Calendar Day" means the twenty-four hour period from midnight to midnight. Saturdays, Sundays and all holi-days are considered calendar days.

"COR" means the Contracting Officer's Representative, appointed in accordance with Section G of this contract.

"Government" means the Government of the United States of America unless specifically stated otherwise.

"Services" means the services performed, workmanship, and material furnished or utilized in the performance of the services.

Section 2- Contract Clauses

Clause Title

52.203-3 Gratuities (Apr 1984)

52.203-12 Limitation On Payments To Influence Certain Federal Transactions (Oct 2010)

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights

(Apr 2014)

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper (May 2011)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018)

52.204-13 System for Award Management Maintenance (Oct 2018)

52.204-18 Commercial and Government Entity Code Maintenance (Jul 2016)

52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014)

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and

Other Covered Entities (Jul 2018)

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug

2019)

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

52.225-14 Inconsistency Between English Version and Translation of Contract (Feb 2000)

52.228-3 Workers' Compensation Insurance (Defense Base Act) (July 2014)

52.228-4 Workers' Compensation and War-Hazard Insurance Overseas (Apr 1984)

52.229-6 Taxes-Foreign Fixed-Price Contracts (Feb 2013)

52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004)

52.204-21 Basic Safeguarding of Covered Contractor Information Systems (June 2016)

(a) Definitions. As used in this clause--

"Covered contractor information system" means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

"Federal contract information" means information, not intended for public release, that is provided by or generated for the Govern-ment under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

"Information" means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, in-cluding textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction

(CNSSI) 4009).

"Information system" means a discrete set of information resources organized for the collection, processing, maintenance, use, shar-ing, dissemination, or disposition of information (44 U.S.C. 3502).

"Safeguarding" means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other in-formation systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational informa-tion systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal net-works.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Fed-eral agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this con-tract (including subcontracts for the acquisition of commercial items, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of clause)

52.212-4 Contract Terms and Conditions-Commercial Items (Oct 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this con-tract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Gov-ernment 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 exer-cise its post-acceptance rights--

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agree-ment 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 reason-able control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

(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, includ-ing costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.--

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the de-mand 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 Acquisi-tion 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 ac-ceptance, 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 particu-lar 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 regu-lations 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 limita-tions 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 or-der:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requir-ing 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 ap-pearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

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

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

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

(End of clause)

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (Mar 2020)

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

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 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 in-dicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

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).

(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 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Rein-vestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L.

109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

X (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, Suspen-ded, 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 (Oct 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-3.

X (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-4.

__ (13) [Reserved]

__ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Mar 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020).

__ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (Mar 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

X (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

X (17)(i) 52.219-9, Small Business Subcontracting Plan (Mar 2020) (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 (Mar 2020) of 52.219-9.

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

__ (18) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

__ (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15…