19GE5027Q0007_Attachment_ A_PWS-Clauses.pdf

ATTACHMENT A – PERFORMANCE WORK STATEMENT (PWS) AND

CONTRACT CLAUSES

1. GENERAL INFORMATION

1.1 The purpose of this firm fixed price Indefinite Delivery - Indefinite Quantity type contract is to obtain VPN, Internet Services, and Circuitry for the International Trade Administration (ITA) and its offices in the Peoples Republic of China, in accordance with the Performance Work Statement.

1.2 This is an IDIQ type contract against which task orders may be placed. The quantities set forth in the pricing section are estimates for evaluation purposes only; the Government does not guarantee that such quantities will be ordered. The contract will be for a one-year base period from the start date listed on the resulting contract, with four (4) one-year options and is expected to commence on February 10, 2027.

1.3 The Contractor shall complete all work, including furnishing all labor, material, equipment, and services, unless otherwise specified herein, required under this contract for stated services within the time specified herein. The price listed below shall include all labor, materials, overhead, and profit.

1.4 In consideration of satisfactory performance of the services required under this contract, the Contractor shall be paid a firm fixed-price (FFP) per month as stated in the Price schedule.

2. VALUE ADDED TAX

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

3. DEFENSE BASE ACT INSURANCE (DBA)

3.1. DBA insurance is required for all United States citizens or residents and individuals hired in the United States, regardless of citizenship for any construction and services for U. S. overseas contracts over US $10,000.00. DBA insurance is also required for all Host Country Nationals (HCNs) and Third Country Nationals

(TCNs) working overseas unless waved by the Department of Labor (DOL). Only the countries listed currently on the DOL’s Active DBA Waivers are not required to have DBA insurance for Host Country Nationals (HCNs) and Third Country Nationals (TCNs). See website for country waivers:

https://www.dol.gov/owcp/dlhwc/dbawaivers/dbawaivers.htm

3.2. The waiver is only valid if alternative workers’ compensation benefits are provided to the waived employees pursuant to applicable local law. If there are no local worker’s compensation laws, the waiver has no effect and HCN and TCN (if applicable by local law) working under a U. S. contract shall be included and covered under the DBA.

3.3. The DBA insurance may be obtained from any authorized DBA insurance broker, see FAR52.228-3 WORKER’S COMPENSATION INSURANCE (DEFENSE BASE ACT) (Jul 2014). New DBA insurances policies can be purchased directly from any DOL approved insurance carrier. A list of DOL approved carriers may be found at http://www.dol.gov/owcp/dlhwc/lscarrier.htm.

3.4. The Contractor will be reimbursed for DBA only to the extent the contractor provides documentary proof that DBA has been paid and only to the extent quoted in the Pricing Schedule.

3.5. DBA insurance cost will be evaluated as part of the total evaluated fixed price and included in the fixed price of the contract. Where DBA is applicable, the Contractor will be required to provide evidence of insurance (certification of coverage and a paid invoice) within 15 calendar days from the date of award.

3.6. The People’s Republic of China is currently included on the DOL’s active waiver list, therefore DBA insurance is only required for employees performing work on this contract who are either US citizens or residences or who were hired in the United States.

4. PRICE SCHEDULE

4.1 Prices listed in Attachment B – Price shall apply to the resulting contract.

4.2 CLINs shall include Internet Services and Circuitry. No additional sums will be payable for 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 https://www.dol.gov/owcp/dlhwc/dbawaivers/dbawaivers.htm http://www.dol.gov/owcp/dlhwc/lscarrier.htm difficulty of achieving the results required. The contract price will not be adjusted due to fluctuations in currency exchange rates.

5. PERFORMANCE WORK STATEMENT

5.1 GENERAL INFORMATION

5.1.1 The purpose of this firm fixed price Indefinite Delivery - Indefinite Quantity type contract is to obtain VPN, Internet Services, and Circuitry for the International Trade Administration (ITA) and its five China locations, the U.S.

Embassy Beijing, the U.S. Consulate Guangzhou, the Shanghai Center, the U.S.

Consulate Shenyang, and the U.S. Consulate Wuhan.

5.1.2 The telecommunication Internet Service Provider (ISP) contracting firm must provide internet services and dedicated leased line channels and circuitry for connecting each of the aforementioned ITA China offices to all worldwide locations via Hong Kong.

5.1.3 The vendor shall include a notarized copy of the most current license/certificate/accreditation, which demonstrates that the offeror is licensed/certified/accredited or otherwise authorized by the Government of the People’s Republic of China or its agent (e.g., commission, board) to provide internet services to foreign diplomatic missions within the host country.

5.1.4 The vendor must have demonstrated capacity to obtain approval from the People's Republic of China’s Ministry of Foreign Affairs to provide services to the U.S. Embassy Beijing, the U.S. Consulate Guangzhou, the Shanghai Center, the U.S. Consulate Shenyang and the U.S. Consulate Wuhan.

5.1.5 The vendor must obtain permission from the Ministry of Foreign Affairs to provide internet services to all five ITA China office locations within 15 business days of being awarded the contract.

5.1.6 THIS IS THE LIST OF REQUIRED SERVICES:

DESCRIPTION:

• One (1) dedicated Internet Channel. Digital bandwidth must be at a minimum of 50MBps with a contiguous /29 subnet of public internet routable addresses for U.S. Embassy Beijing.

• One (1) dedicated Internet Channel. Digital bandwidth must be at a minimum of 20MBps with a contiguous /30 subnet of public internet routable addresses for U.S. Consulate Guangzhou.

• One (1) dedicated Internet Channel. Digital bandwidth must be at a minimum of 20MBps with a contiguous /30 subnet of public internet routable addresses for the Shanghai Center.

• One (1) dedicated Internet Channel. Digital bandwidth must be at a minimum of 20MBps with a contiguous /30 subnet of public internet routable addresses for U.S. Consulate Shenyang.

• One (1) dedicated Internet Channel. Digital bandwidth must be at a minimum of 20MBps with a contiguous /30 subnet of public internet routable addresses for U.S. Consulate Wuhan.

TYPE OF SERVICES: Dedicated Internet Channel via Hong Kong

LOCATIONS:

• Embassy Office: 55 Anjialou Lu, Beijing, South Gate

• U.S. Consulate Guangzhou Office: 43 Hualu Road, Pearl River New Town, Tianhe District, Guangzhou

• Shanghai Center: East Tower, Suite 631, 1376 Nanjing West Road, Shanghai

• U.S. Consulate Shenyang Office: 52 Shi Si Wei Road, Heping District, Shenyang

• U.S Consulate Wuhan Office: 6F, Minsheng Bank Building, No.396, Xinhua

Road, Wuhan

5.2 REQUIREMENTS

5.2.1 The International Trade Administration has a requirement for one full period, full-duplex, clear channels, and digital circuits capable of supporting synchronous traffic at a rate 50MBps, 20MBps, 20MBps, 20MBps and 20MBps between the ITA offices in Beijing, Guangzhou, Shanghai Center, Shenyang and Wuhan (respectively) to the continental United States and throughout all of China via a direct-connection through Hong Kong. For clear channel circuits, they shall be completely transparent with no bits added to or deleted from the bit stream provided to the interface of the International Trade Administration equipment. The circuits shall be supplied for the transmission of a multiplexed aggregate bit stream for telegraphic and data signals. ISP must permit all IP protocols (including but not limited to ICMP, UDP, TCP, and IPSEC) to transit without filters or proxies.

Unfiltered access to the Internet is required without ISP firewall blocking or stateful inspection. Connections must be through Hong Kong. Dynamic Host Configuration Protocol (DHCP) must not be configured. Network Address Translation (NAT) must not be implemented. The Internet Service Provider (ISP) equipment must be installed in the demarcation rooms of the Embassy, Consulates and the Shanghai Center, and ISP data cable must terminate in a different central office, or different equipment in the same central office. ISP must permit ping and traceroute traffic to the ISP connection (LC fiber Gigabit MM router interface which terminates Customer VPN encryption device).

5.2.2 These digital services shall be via Optical Fiber. The service shall be for the exclusive use of ITA, 24 hours per day, 7 days per week, and 52 weeks per year. If the line goes down for any reason, the contractor must contact the local support staff within 30 minutes with the reason and a plan for immediate restoration.

5.2.3 The Contractor shall coordinate the service and shall be responsible for the technical sufficiency of the circuit, including services necessary to establish, operate, and restore the circuit. Except for modems and terminal equipment furnished by the U.S. Government, the Contractor shall provide all equipment, materials, and supplies required to provide the service which includes the Data Service Unit (DSU) configured with Data Communications Equipment (DCE) interface. If requested by ITA, signal element timing shall be provided by the Contractor’s facility.

5.2.4 The Contractor shall provide sufficient technical support to ensure uninterrupted end-to-end service between such terminal points as are covered in this contract. The Contractor shall provide, properly adjust, and maintain the circuit for continuous International Trade Administration use. The Contractor shall ensure that the circuit complies with service changes, additions, or deletions as required under this contract.

5.2.5 The Contractor shall supply a Data Service Unit(s) (DSUs) configured with a Data Communications Equipment (DCE) interface. Signal element timing shall be provided as follows: timing to ITA will be provided by the Contractor’s facility.

5.2.6 Services: This is a firm-fixed-price contract for the lease of one full period, full-duplex, clear channels, digital circuits, and internet leased lines capable of supporting synchronous traffic. For the clear channel circuits, they shall be completely transparent with no bits added to or deleted from the bit stream provided to the interface of the International Trade Administration equipment.

5.2.7 Bit Error Rate Test (BERT) The bit error rate (BER) for the service shall not be greater than 1 in 10 to the 6 bits for 99.7% of the time, for the duration of the contract.

5.2.8 Acceptable Level of Performance. The Standard of Performance (SP) for this contract is 99.7% percent availability per month (100 percent less 0.3 percent each month for corrective and preventive maintenance).

5.2.9 Inspection and Acceptance. Unless specified in the Contract, the U.S.

Government shall require a period of up to one month in order to perform testing to determine acceptance of the required circuit. The U.S. destination point or the U.S.

foreign post shall conduct the testing.

5.2.10 Term of Contract: The required circuits shall be installed and delivered to the Destination Point on or before February 10, 2027.

5.2.11 The Contractor agrees that the work and services set forth in this contract shall be performed during the period commencing the effective date of the resulting contract and shall continue through the end of the twelve-month period of service, excluding the exercise of any option.

5.2.12 Authorized Instruction to Contractor:

a. No person or agency other than the Contracting Officer (CO) is authorized to give instruction, orders, or directions on behalf of the U.S.

Government to the Contractor or his employees unless such person or agency is authorized in writing by the CO to so act. The authority of such person or agency is strictly limited to the written authorization provided by the CO. The duty is upon the Contractor to determine the authority of such person or agency. Any questions regarding the authority of such person or agency should be directed to the CO in writing.

b. Contracting Officer’s Representative (COR): The CO may designate and authorize a representative(s) to act on his/her behalf under this contract. Such representative(s) as may be appointed shall be designated by a letter from the CO and a copy of the letter shall be given to the Contractor. The COR shall represent the CO as specified in his/her delegation of authority letter. The COR shall not be authorized to issue change orders or adjustments. Changes in the Scope of Work/Specifications or any increase or decrease in the work called for by this contract shall be made by the CO by an executed modification to this contract.

5.2.13 Government Furnished Equipment (GFE): None

5.2.14 Release of Information

1. The Contractor’s organization shall clear with the Information Office listed below any public release of information on this contract. This information includes news stories, articles, sales literature, advertisements, radio-TV spots, social media, etc.

2. The request for public release of information should be addressed to the Contracting Officer at the Regional Procurement Support Office, U.S. Consulate General Frankfurt Germany

3. Limited Use of Data and Information. Performance of this contract may require the Contractor to access and use data and information proprietary to the Government agency or agency personnel, or which is of such a nature that its dissemination or use, other than in performance of this contract would be adverse to the interests of the U.S. Government or others. The Contractor and Contractor personnel shall not divulge, or release data or information developed or obtained in performance of this contract, until made public by the U.S. Government, except to authorized U.S. Government personnel or upon written approval of the Contracting Officer. The Contractor will not use, disclose, or reproduce proprietary data which bears a restrictive legend, other than as required in the performance of this contract. Nothing herein shall preclude the use of any data independently acquired by the Contractor without such limitations or prohibit an agreement at no costs to the U.S. Government between the Contractor and the data owner provides for greater rights to the Contractor.

5.2.15 Circuit Downtime and Credits

Credits shall be assessed against the Contractor in those instances where the circuit during any given month or year that fail to achieve and sustain the minimum acceptance standards stated above.

A. Definitions:

Circuit Availability Acceptance Level: Yearly Circuit Availability Acceptance Level is computed by 365 calendar days times 24 (hours per day) times 99.7% acceptance level equals 8,716.20 hours annum. (365 x 24 = 8760 x 99.7% = 8,733.72). Monthly Circuit Availability is computed by the calendar days per month times 24 (hours per day) times 99.7% acceptance level (example: 31 x 24 = 744 x 99.7% = 741.76).

Downtime: That period of time when the circuit becomes non-operational or unusable for communication or transfer of data or failures to meet the minimum acceptance standards. The maximum cumulative Annual downtime that shall be acceptable for corrective or preventative maintenance is 26.28 hours (8760 x 0.3%). The maximum cumulative Monthly downtime that shall be acceptable for corrective or preventative maintenance shall be 0.3% of the total available hours for the month (example: 31 x 24 = 744 x 0.3% = 2.23 hours).

Period of Downtime: Downtime shall commence at the time first attempt for contact is made by the U.S. Government (or its representative) to the Contractor’s Point of Contact and shall be annotated on the ServiceNow Ticket and shall continue until the circuit is returned into Service by the Contractor.

Downtime Credits: Monetary value returned to the U.S. Government for failure to meet the Circuit availability requirements. Downtime Credits shall be assessed based on cumulative downtime time with the minimum assessment being one hour. Downtime credit shall be equal to the hourly, daily rate, monthly rate (as applicable) as identified in the price schedule. There are two (2) situations when circuit Downtime Credits can be accumulated:

1) Below Availability Level,

2) Extended Downtime.

B. Credit for Circuit Downtime by Situation

Below Availability Level: If the downtime accumulated for a circuit adds up to 26.28 (8760 x 0.3%) cumulative hours or more during any one contract year (365 calendar days) or depending on the number of hours for the month (example 744 x 0.3%) cumulative hours per month (example: 31 calendar day month) the Contractor shall grant a hourly credit to the U.S. Government for each hour of downtime. Each additional one-hour increment or portion thereof will be assessed as an additional hour.

Extended Downtime Credit(s): Cumulative time of more than 18 hours but not greater than 24 hours for any one outage shall be assessed at a daily rate. Any increment of 24 hours beyond the initial 24 hours of any one outage shall be assessed at the standards for the hourly rate up to 12 hours, however between 12 and 24 hours the credit shall be assessed at the daily rate.

C. Exceptions to Cumulating of Downtime

Cumulating of circuit downtime shall include all unscheduled downtime deemed to be the responsibility of the Contractor, with the following exceptions:

a. When the failure to perform arises out of causes beyond the control and without the fault or negligence of the Contractor or Sub-contractor as defined in the Termination for Default clause in Section I of this contract.

b. Malfunction of equipment, frequency fading and interference, errors of commission and/or omission by the Contractor or Sub-contractor, and commercial power surges or failures are considered to be normal hazards of the industry and therefore do not qualify as causes beyond the control of the Contractor or Sub-contractor. The Contractor shall be charged with credits for all reported outages determined “no trouble found” or “came clear while testing” but which exceed 45 minutes.

The Contracting Officer shall make final determination as to whether downtime is the responsibility of the Contractor. If requested by the Contracting Officer, the Contractor shall provide documentation to support claims of excusable downtime.

For downtime determined to be the Contractor’s responsibility, the Contracting Officer may elect to assess a credit for each instance of non-performance.

D. Payment Reduction for Downtime Credits

When Circuit Downtime credit(s) is owed to the U.S. Government, the total number of creditable hours shall be accumulated for the month and will be deducted from the payment due the Contractor in the month they accrued.

E. Trouble Escalation Procedure

a. The U.S. Government shall refer the problem to the carrier after performing tests as prescribed in the Trouble Analysis procedure. Obtain the name of the carrier test person and a carrier ticket number; record this information on the Government’s ServiceNow Ticket.

b. After the trouble has been referred to the carrier for two (2) hours, recall the carrier for an update on the current trouble. Record the carrier’s response, the name of the individual you talked with, and the carrier ticket number on the ServiceNow Ticket.

c. After the trouble has been referred to the carrier for four (4) hours, recall the carrier for an update on the current trouble. If the carrier’s response is not satisfactory escalate the trouble to the carrier’s management. Record the carrier’s response, the name of the individual you talked with, and the carrier ticket number on the ServiceNow Ticket.

d. After the trouble has been referred to the Contractor for six (6) hours the COR shall escalate the trouble to the Contractor’s manager; also notify ITA’s OCIO and the Contracting Officer. Record the contractor’s response, the name of the individual you talked with, the Contractor ticket number, and the names of the managers that were notified on the ServiceNow Ticket.

e. Continue to receive status updates from the Contractor for the remainder of the outage or until you have received a problem resolved status.

5.2.16 Technological Refreshment

After contract award, the U.S. Government may, pursuant to FAR clause 52.212-4

- Contract Terms and Conditions – Commercial Products and Commercial Services, paragraph (d), Changes; request changes within the scope of the contract.

These changes may be required to improve performance or react to changes in technology.

The Contractor may propose for the U.S. Government’s technological refreshment, substitutions or additions for any provided products or services that may become available as a result of technological improvements. The U.S. Government may, at any time during the term of this contract or any extensions thereof, modify the contract to acquire products which are similar to those under the contract and that the Contractor has, or has not, formally announced for marketing purposes. This action is considered to be within the scope of the contract. At the option of the U.S. Government, a demonstration of the substitute product may be required. The

U.S. Government is under no obligation to modify the contract in response to the proposed additions or substitutions.

Such substitutions or additions may include any part of, or all of, a given product(s) provided that the following conditions are met and substantiated by documentation in the technological refreshment proposal:

a. The proposed product(s) shall meet all the technical specifications of this document and conform to the terms and conditions cited in the contract.

b. The proposed product(s) shall have the capacity, performance, or functional characteristics equal to or greater than, the current product(s).

c. The proposal shall discuss the impact on hardware, services, and delivery schedules. The cost of the changes not specifically addressed in the proposal shall be borne entirely by the Contractor.

d. Contractor has the right to withdraw, in whole or in part, any technological refreshment proposal prior to acceptance by the Government. Contractor will use commercially reasonable efforts to ensure that prices for substitutions or additions are comparable to replaced or discontinued products. If a technological refreshment proposal is accepted and made a part of this contract, an equitable adjustment, increasing or decreasing the contract price, may be required and any other affected provisions of this contract shall be made in accordance with FAR clause 52.212-4, paragraph (d), Changes, and other applicable clauses of the contract.

5.2.17 Key Personnel

The Project Manager must be able to converse in English. The Contractor shall assign to this contract the following key person:

POSITION/ FUNCTION: Project Manager

NAME: ________________

During the first 90 days of performance, the Contractor shall make no substitutions of key personnel unless the substitution is required due to illness, death, or termination of employment. The Contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events and provide the information required below to the Contracting Officer at least 15 days before making any permanent substitutions.

After the first 90 days of performance, the Contractor may substitute a key person if the contractor determines that it is necessary. The Contractor shall notify the Contracting Officer of the proposed action immediately. Prior to making the substitution, the Contractor will provide the information required below to the Contracting Officer.

The Contractor shall provide a detailed explanation of the circumstances requiring the proposed substitution, a complete resume for the proposed substitute. The proposed substitute shall possess qualifications comparable to the original key person. The Contracting Officer will notify the Contractor of its approval or disapproval of the substitution within 15 calendar days after receiving the required information. The Government will modify the contract to reflect any changes in key personnel.

The Project Manager is required to respond to requests from the Contracting Office or from the COR within 1 to 2 business days.

5.2.18 QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP)

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

Performance Objective Scope of Work

Para Performance Threshold

Services.

Performs all internet access services set forth in the PWS, at the defined levels of performance and BERT

5.1.1 through 5.2.17

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

5.3 CONTRACT CLAUSES

The following clauses are provided in full text:

52.212-4 Terms and Conditions—Commercial Products and Commercial Services (DEVIATION JAN 2026)

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

(b) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post acceptance rights—

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

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

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

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

(e) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause FAR

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence. Examples of occurrences include acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. When an excusable delay occurs, the Contractor shall—

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

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

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

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

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

(i) Payment—

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact; and

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

(5) Interest.

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

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by FAR part 33 if–

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR part 32).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures for interest credits prescribed in FAR part 32 in effect on the date of this contract.

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work and shall immediately cause any and all of its suppliers and subcontractors to cease work.

Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the

Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

(q) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services;

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

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

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

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

(8) The specification.

(s) Unauthorized obligations.

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

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

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

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

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

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

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

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

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

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

(End of clause)

52.216-22 Indefinite Quantity (Deviation Feb 2026)

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

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

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

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

The contract shall govern the Contractor's and Government's rights and obligations with respect to that order, including options exercised, to the same extent as if the order were completed during the contract's ordering period; provided, that the Contractor shall not be required to make any deliveries under this contract after the end of the contract’s exercised performance period.

52.217-8 Option to Extend Services (Nov 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor.

The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within the performance period of the contract.

52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within the performance period of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

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

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years and 6 months.

52.229-12 Tax on Certain Foreign Procurements (Feb 2021)

(a) Definitions. As used in this clause— Foreign person means any person other than a United States person.

United States person, as defined in 26 U.S.C. 7701(a)(30), means–

(1) A citizen or resident of the United States;

(2) A domestic partnership;

(3) A domestic corporation;

(4) Any estate (other than a foreign estate, within the meaning of 26 U.S.C.

7701(a)(31)); and

(5) Any trust if-https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section7701&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section7701&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section7701&num=0&edition=prelim

(i) A court within the United States is able to exercise primary supervision over the administration of the trust; and

(ii) One or more United States persons have the authority to control all substantial decisions of the trust.

(b) This clause applies only to foreign persons. It implements 26 U.S.C. 5000C and its implementing regulations at 26 CFR 1.5000C-1 through 1.5000C-7.

(c)

(1) If the Contractor is a foreign person and has only a partial or no exemption to the withholding, the Contractor shall include the Department of the Treasury IRS Form W-14, Certificate of Foreign Contracting Party Receiving Federal Procurement Payments, with each voucher or invoice submitted under this contract throughout the period in which this status is applicable. The excise tax withholding is applied at the payment level, not at the contract level. The Contractor should revise each IRS Form W-14 submission to reflect the exemption (if any) that applies to that particular invoice, such as a different exemption applying. In the absence of a completed IRS Form W-14 accompanying a payment request, the default withholding percentage is 2 percent for the section 5000C withholding for that payment request. Information about IRS Form W-14 and its separate instructions is available via the internet at www.irs.gov/w14.

(2) If the Contractor—

(i) Is a foreign person; and

(ii) Has indicated in its offer in the provision 52.229-11, Tax on Certain Foreign Procurements—Notice and Representation, that it is fully exempt from the withholding; and

(iii) Certified the full exemption on the IRS Form W-14, and if that full exemption no longer applies due to a change in circumstances during the performance of the contract that causes the Contractor to become subject to the withholding for the 2 percent excise tax; then the Contractor shall–

(A) Notify the Contracting Officer within 30 days of a change in circumstances that causes the Contractor to be subject to the excise tax withholding under 26 U.S.C. 5000C; and

(B) Comply with paragraph (c)(1) of this clause.

(d) The Government will withhold a full 2 percent of each payment unless the Contractor claims an exemption. If the Contractor enters a ratio in Line 12 of the IRS Form W-14, the result of Line 11 divided by Line 10, the Government will withhold from each payment an amount equal to 2 percent multiplied by the contract ratio. If the Contractor marks box 9 of the IRS Form W-14 (rather than completes Lines 10 through 12), the Contractor must identify and enter the specific exempt and nonexempt amounts in Line 15 of the IRS Form W-14; the https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section5000C&num=0&edition=prelim https://www.irs.gov/w14

Government will then withhold 2 percent only from the nonexempt amount. See the IRS Form W-14 and its instructions.

(e) Exemptions from the withholding under this clause are described at 26 CFR 1.5000C-1(d)(5) through (7). Any exemption claimed and self-certified on the IRS Form W-14 is subject to audit by the IRS. Any disputes regarding the imposition and collection of the 26 U.S.C. 5000C tax are adjudicated by the IRS as the 26 U.S.C. 5000C tax is a tax matter, not a contract issue.

(f) Taxes imposed under 26 U.S.C. 5000C may not be—

(1) Included in the contract price; nor

(2) Reimbursed.

(g) A taxpayer may, for a fee, seek advice from the IRS as to the proper tax treatment of a transaction. This is called a private letter ruling. Also, the IRS may publish a revenue ruling, which is an official interpretation by the IRS of the Internal Revenue Code, related statutes, tax treaties, and regulations. A revenue ruling is the conclusion of the IRS on how the law is applied to a specific set of facts. For questions relating to the interpretation of the IRS regulations go to https://www.irs.gov/help/tax-law-questions.

652.242-70 - Contracting Officer's Representative (COR) (Aug 1999)

(a) The Contracting Officer may designate in writing one or more Government employees, by name and position title, to take action for the Contracting Officer under this contract. Each designee shall be identified as a Contracting Officer's Representative (COR). Such designation(s) shall specify the scope and limitations of the authority so delegated; provided, that the designee shall not change the terms or conditions of the contract, unless the COR is a warranted Contracting Officer and this authority is delegated in the designation.

(b) The COR is (to be designated at the time of award).

652.242-73 Authorization and Performance (AUG 1999)

(a) The contractor warrants the following:

(1) That is has obtained authorization to operate and do business in the country or countries in which this contract will be performed;

https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section5000C&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section5000C&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section5000C&num=0&edition=prelim https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title26-section5000C&num=0&edition=prelim https://www.irs.gov/help/tax-law-questions

(2) That is has obtained all necessary licenses and permits required to perform this contract; and,

(3) That it shall comply fully with all laws, decrees, labor standards, and regulations of said country or countries during the performance of this contract.

(b) If the party actually performing the work will be a subcontractor or joint venture partner, then such subcontractor or joint venture partner agrees to the requirements of paragraph (a) of this clause.

52.216-18 Ordering (Aug 2020)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the…