Amendment 0001-19MX5324R0001-Clarify ambiguities.pdf

SBU ‐ CONTRACTING AND ACQUISITIONS

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. CONTRACT ID CODE

PAGE OF PAGES

1 61

2. AMENDMENT/MODIFICATION NO.

3. EFFECTIVE DATE

April 16, 2024

4. REQUISITION/PURCHASE REQ. NO.

5. PROJECT NO. (If applicable)

6. ISSUED BY CODE 7. ADMINISTERED BY (If other than Item 6) CODE

U.S. Embassy Mexico City

General Services Office/Contracts

Paseo de la Reforma No. 305

Colonia Cuauhtémoc 06500 Ciudad de México

U.S. Embassy Mexico City

General Services Office/Customs & Shipping

Paseo de la Reforma No. 305

Colonia Cuauhtémoc 06500 Ciudad de México

8. NAME AND ADDRESS OF CONTRACTOR (Number, street, city, county, State, and ZIP Code)

9A. AMENDMENT OF SOLICITATION NO.

19MX5324R0001

☒ 9B. DATED (SEE ITEM 11)

February 23, 2024

10A. MODIFICATION OF CONTRACT/ORDER NO.

☐ 10B. DATED (SEE ITEM 13)

CODE: FACILITY CODE:

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

☒ The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers ☐ is extended, ☒ is not extended Offerors must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods:

(a) By completing Items 8 and 15, and returning 1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NUMBER AS DESCRIBED IN ITEM 14.

☐ A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

☐ B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b)

☐ C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

☐ D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor ☐ is not, ☒ is required to sign this document and return _________ original(s) to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of this amendment is to correct sections of the requirements under Part I – The Schedule, Part II – Contract Clauses, Part III – List of Documents, Exhibits, and Other Attachments, and Part IV – Representations and Instructions. See attached continuation to this SF‐30 with the specific changes to this Solicitation.

15A. NAME AND TITLE OF SIGNER (Type or print)

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) John Paul Harris

General Services Officer

15B. CONTRACTOR/OFFEROR

(Signature of person authorized to sign)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

16C. DATE SIGNED

NSN 7540‐01‐152‐8070 STANDARD FORM 30 (revised 11/2016) Previous edition unusable Prescribed by GSA FAR (48 CFR) 53.243

Continuation to SF‐30, Block 14 Amendment 0001 to

Solicitation Number 19MX5324R0001

Part I – The Schedule

1. Section E Inspection and Acceptance

Numbering for the above‐named section has been corrected as it was previously stated with a letter that did not correspond. As a result, the numbering for the sections and the paragraphs will read as follows (with the rest of the paragraph information remaining unchanged):

“E.1 FAR 52.252‐2 CLAUSES INCORPORATED BY REFERENCE (FEB

1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. In addition, the full text of a clause may be accessed electronically at: Acquisition.gov this address is subject to change.

If the Federal Acquisition Regulation (FAR) is not available at the location indicated above, use the Department of State Acquisition website at e‐CFR to see the links to the FAR. You may also use an Internet “search engine” (for example, Google, Yahoo or Excite) to obtain the latest location of the most current FAR.

The following Federal Acquisition Regulation clauses are incorporated by reference (48 CFR CH. 1):

CLAUSE TITLE AND DATE

52.246‐4 INSPECTION OF SERVICES – FIXED PRICE (AUG 1996)

E.2 Authorized Ordering Officials

Those authorized to approve Task Orders under this Contract are as follows:

The Contracting Officer assigned to the General Services Office at the U.S. Embassy Mexico City and in the absence thereof, the designated warranted Contracting Officer.

Authorized Ordering Officials shall not sign or issue any Task Order, which exceeds the maximum per contract dollar threshold established for the individual Contracting Officer’s warrant.

E.3 Signature Limitations Contracting Officers shall not sign commercial contracts, agreements, or any other terms and conditions that are contrary to this Contract, U.S.

Department of State regulations, or any Federal law or policy.

Additionally, the Contracting Officer is not required to provide copies of any kind of identification documents neither in hardcopy nor in electronic format.

E.4 Quality Assurance and Surveillance Plan (QASP) This plan is designed to provide an effective surveillance method to promote effective 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 conduct quality assurance to ensure that contract standards are achieved.

Performance Objective PWS Para Performance Threshold

Services.

Provides insurance coverage and services for U.S.

Government‐owned vehicles listed in Exhibit A as set forth in the scope of work.

C.1 thru C.10

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

E.4.1 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.

E.4.2 Standard The performance standard is that the U.S. Government receives no more than one (1) customer complaint per month. The COR shall notify the Contracting Officer of the complaints so that the Contracting Officer may take appropriate action to enforce the inspection clause (FAR 52.246‐4, Inspection of Services – Fixed Price (AUG 1996), if any of the services exceed the standard.

E.4.3 Procedures

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

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

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

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

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

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

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

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

2. Section D

Deliveries or Performance

Name and numbering for the above‐named section has been corrected as it was previously stated with a letter that did not correspond. As a result, the

“Section F Deliveries or Performance

F.1 52.252‐2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. In addition, the full to see the links to the FAR. You may also use an Internet “search engine”

The following Federal Acquisition Regulation clause(s) is/are incorporated by reference (48 CFR CH. 1):

52.242‐15 STOP WORK ORDER (AUG 1989)

52.242‐17 GOVERNMENT DELAY OF WORK (APR 1984)

F.2 Period of Performance

F.2.1 Contract Period of Performance

The performance period of this contract is from the date stated in the Notice to Proceed and continuing for twelve months.

F.2.2 Option to Extend the Contract

The Government may extend this contract under FAR 52.217‐9, “Option to Extend the Term of the Contract” and 52.217‐8, “Option to Extend Services”.

F.3 Deliverables

Description Quantity Delivery Date

Deliver to:

C.6.3 List of Vehicles Covered

Within ten (10) business days after notification that all the Task Orders required have been submitted to the Contractor.

Within five (5) business days of receiving a new Task Order or a Task Order modification that revises the vehicles to be insured.

COR

C.6.1 Monthly Report 1 5th day of each month. COR

C.6.2 Semi‐Annual Report

1 5th day of each month. COR

C.10 Quality Management Plan

(QMP)

With proposal and final version within (10) ten business days after award of the contract.

Proposal and COR

C.7.4 Issuance of Policies

As per Exhibit A

Within (10) ten calendar days after award of the contract.

COR

C.8.1 Insurance Policies for Vehicles added during the Period of Performance

1 As requested by the COR COR

F.3.1 Deliverable Addresses

The Contractor shall deliver electronic reports and policies to the electronic address indicated by the Contracting Officer’s Representative.”

3. Section E Contract Administration Data

Name and numbering for the above‐named section has been corrected as it was previously stated with a letter that did not correspond. As a result, the

“Section G Contract Administration Data

G.1 652.242‐70 CONTRACTING OFFICER'S REPRESENTATIVE (COR)

(AUG 1999)

(a) The Contracting Officer may designate in writing one or more Government employees, by name or 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 for this contract is the GSO, Customs & Shipping

Supervisor.

G.2 Invoicing and Payment

Upon work performed and accepted under this contract, the Contractor shall submit its electronic invoice clearly stating the services provided, as described in the respective Task Order.

G.2.1 Invoice Submission

The Accounts Payable sec on of the U.S. Embassy has a paperless Voucher processing system known as ILMS VENDOR PORTAL. Please follow the guidelines stated in Exhibit J, to submit a payment request through the VENDOR PORTAL. Paper or emailed invoices are no longer accepted.

Please include the following documents with your payment request:

(a) Original PDF electronic invoice (no scanned copies).

(b) Banking form informa on (for new vendors, completed and signed).

(c) COR’s Name

G.2.2 Invoice Requirements

To cons tute a proper invoice, the invoice shall include all the items required by FAR 32.905, as well as the following minimum requirements:

(a) Electronic Invoice;

(b) Contractor’s name and complete legal address;

(c) Contractor’s Tax ID (RFC) and SAM Unique En ty ID

(d) Date issued;

(e) Issue Invoice as follows:

Embajada de los Estados Unidos de America Paseo de la Reforma No. 305, Colonia Cuauhtémoc, Mexico, D. F., C.P. 06500;

RFC: EEU 930201 289

(f) Period of performance being charged;

(g) Contract number / Task Order Number;

(h) A summary of each services provided as stated in the Task Order. It should include the cost breakdown of each line item.

(i) IVA broken down (if applicable);

(j) Amounts shall be in numbers and spelled out;

(k) Prompt payment discount, if any.

If an invoice does not contain the above informa on, the United States Government reserves the right to reject the invoice as improper and return it to the Contractor within seven (7) calendars days. The Contractor must then submit a proper invoice.

G.2.3 Invoice Submission Schedule and Instructions

At the beginning of each Period of Performance, the Contractor shall submit one invoice per task order with the total annual cost of the U.S.

Government‐owned vehicles to be insured, and according to the spreadsheet attached to each task order. Each invoice shall be submitted within ten (10) calendar days of receiving a fully approved task order and shall state the Annual Premium as stated in paragraphs Error! Reference source not found., Prices/Premiums. A list with the breakdown of the cost of each vehicle included in the invoice shall be attached.

The Contractor shall submit invoices for the policies covering the vehicles added during the period of performance within five (5) calendar days of receiving a fully approved task order. These invoices shall state the amounts computed as per paragraph B.8.2, Premiums for Vehicles Added During the Period of Performance.

G.2.4 Value Added Tax (VAT)

If applicable, the Contractor shall include VAT as a separate charge on the Invoice and as a separate line item in Section B (see B.4.1 Value Added Tax

(VAT)).

G.2.5 Invoice Receipt Confirmation

If the Invoice is correct and accepted, the payment system will provide you with a voucher number within three (3) business days a er the payment request is submi ed. If the payment request is incomplete or incorrect, the system will no fy you of any missing informa on. Contact the financial vouchering sec on at the below email if a confirma on is not received within three (3) business days:

mexfmccustomervoucher@state.gov

G.2.6 Invoice Revision

The COR/GTM will review each summary invoice and approve invoices for payment. It shall be the COR who will interact with the Contractor on any invoice problems.

G.2.7 Payment

Payment shall be made via Electronic Funds Transfer (EFT) within thirty (30) days a er receipt of the proper Invoice in the currency stated in Sec on B.4 Prices/Premiums.

The Government will only pay for services already received and accepted, no payments in advance are allowed.

G.2.8 Frequency of Payments

All funds under this contract will be obligated by issuance of task orders, as described in C.3, Task Orders. Each task order will fund a specific period of performance and a number of vehicles. The Contractor may submit invoices on an annual basis for payment to be made thirty (30) calendar days after either: (1) The date of receipt of a proper invoice in the designated payment office, or (2) the insurance policy(ies) on all vehicles are accepted by the U.S. Government, whichever is later.

G.2.9 Prompt Payment

A proper invoice shall comply with the requirements FAR 52.232‐25, “Prompt Payment”.

G.2.10 Offers and Payment in U.S. Dollars

U.S. firms are eligible to be paid in U.S. dollars. U.S. firms desiring to be paid in U.S. dollars should submit their offer in U.S. dollars. A U.S. firm is defined as a company, which operates as a corporation incorporated under the laws of a state within the United States.

G.2.11 Offers and Payment in Pesos

Any firm, which is not a U.S. firm, is a foreign firm. Any firm that does not meet the definition of a U.S. firm shall submit its prices and receive payment in local currency (Pesos).

G.3 Credits and Refunds

In the event that premiums have previously been paid for a vehicle subsequently removed from coverage or for a vehicle on which the cost of coverage has been subsequently reduced, all or any part of any resulting overpayment shall, in the sole discretion of the Contracting Officer, be refunded by the Contractor to the U.S. Government by wire transfer.

If a Refund is requested, the COR shall submit to the Contractor the modified Task Order and the Instructions to transfer the refund amounts.

The Contractor will have thirty (30) calendar days to complete the refund upon reception of the modified Task Order and refund instructions. The Contractor shall be responsible for notifying both the COR and the Contracting Officer of the scheduled date of refund transfer so that the U.S.

Government financial office is able to track the transfer.”

4. Section F

Special Contract Requirements

Name and numbering for the above‐named section has been corrected as it was previously stated with a letter that did not correspond. As a result, the

“Section H Special Contract Requirements

H.1 Insurance Policy

The Contractor’s insurance policy is incorporated into this contract as Exhibit C of Section J.

H.1.1 Translation

The Contractor shall include an English translation of the original insurance policy without cost to the Government.

H.2 Permits

Without 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. Application, justification, fees, and certifications for any licenses required by the host government are entirely the responsibility of the Contractor.

H.3 Standards of Conduct

H.3.1 General

The Contractor shall maintain satisfactory standards of employee competency, conduct, cleanliness, appearance and integrity and shall be responsible for taking such disciplinary action with respect to employees as required. Each Contractor employee is expected to adhere to standards of conduct that reflect credit on themselves, their employer, and the United States Government. The Government reserves the right to direct the

Contractor to remove an employee from work on this Contract for failure to comply with the standards of conduct. The Contractor shall immediately replace such an employee to maintain continuity of services at no additional cost to the Government.

H.3.2 Disorderly Conduct

Disorderly conduct, use of abusive or offensive language, quarreling, intimidation by words, actions, or fighting shall not be condoned. Also included is participation in disruptive activities that interfere with normal and efficient Government operations.

H.3.3 Intoxicants and Narcotics

The Contractor shall not allow its employees while on duty to possess, sell, consume, or be under the influence of intoxicants, drugs or substances that produce similar effects.

H.3.4 Criminal Actions

Contractor employees may be subject to criminal actions as allowed by law in certain circumstances. These include but are not limited to the following actions: falsification or unlawful concealment, removal, mutilation, or destruction of any official documents or records or concealment of material facts by willful omission from official documents or records; unauthorized use of Government property, theft, vandalism, or immoral conduct;

unethical or improper use of official authority or credentials; security violations; and organizing or participating in gambling in any form.”

Part II – Contract Clauses

1. Section G Contract Clauses

Name and numbering for the above‐named section has been corrected as it was previously stated with a letter that did not correspond. As a result, the

“Section I Contract Clauses

I.1 FEDERAL ACQUISITION REGULATION (FAR) (48 CFR CHAPTER 1)

CLAUSES

I.1.1 FAR 52.252‐2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. In addition, the full to see the links to the FAR. You may also use an Internet “search engine”

The following Federal Acquisition Regulation clauses are incorporated by reference (48 CFR CH. 1):

52.202‐1 DEFINITIONS (JUN 2020)

52.203‐3 GRATUITIES (APR 1984)

52.203‐5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

52.203‐6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE

GOVERNMENT (JUN 2020)

52.203‐7 ANTI‐KICKBACK PROCEDURES (JUN 2020)

52.203‐8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR

ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

52.203‐10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER

ACTIVITY (MAY 2014)

52.203‐12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (JUN 2020)

52.203‐13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT

(NOV 2021)

52.203‐17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS (NOV

2023)

52.203‐18 PROHIBITION ON CONTRACTING WITH ENTITIES THAT

REQUIRE CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS – REPRESENTATION (JAN

2017)

52.203‐19 PROHIBITION ON REQUIRING CERTAIN INTERNAL

CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN

2017)

52.204‐4 PRINTED OR COPIED DOUBLE‐SIDED ON POST CONSUMER

FIBER CONTENT PAPER (MAY 2011)

52.204‐7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018)

52.204‐10 REPORTING EXECUTIVE COMPENSATION AND FIRST‐TIER

SUBCONTRACT AWARDS (JUN 2020)

52.204‐18 COMMERCIAL AND GOVERNMENT ENTITY CODE

MAINTENANCE (AUG 2020)

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

COVERED ENTITIES (DEC 2023)

52.204‐25 PROHIBITION ON CONTRACTING FOR CERTAIN

TELECOMMUNICATION AND VIDEO SURVEILLANCE SERVICES

OR EQUIPMENT (NOV 2021)

52.204‐27 PROHIBITION ON A BYTEDANCE COVERED APPLICATION (JUN

2023)

52.204‐29 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT

ORDERS—REPRESENTATION AND DISCLOSURES (DEC 2023)

52.204‐30 FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT

ORDERS—PROHIBITION (DEC 2023)

52.209‐6 PROTECTING THE GOVERNMENT'S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT (NOV 2021)

52.209‐9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS, ALTERNATE I (OCT 2018)

52.215‐8 ORDER OF PRECEDENCE‐‐UNIFORM CONTRACT FORMAT (OCT

1997)

52.222‐19 CHILD LABOR – COOPERATION WITH AUTHORITIES AND

REMEDIES (NOV 2023)

52.222‐50 COMBATING TRAFFICKING IN PERSONS (NOV 2021)

52.223‐18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT

MESSAGING WHILE DRIVING (JUN 2020)

52.225‐5 TRADE AGREEMENTS (NOV 2023)

52.225‐13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2021)

52.225‐14 INCONSISTENCY BETWEEN ENGLISH VERSION AND

TRANSLATION OF CONTRACT (FEB 2000)

52.228‐4 WORKERS COMPENSATION AND WAR‐HAZARD INSURANCE

OVERSEAS (APR 1984)

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

52.232‐8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

52.232‐11 EXTRAS (APR 1984)

52.232‐17 INTEREST (MAY 2014)

53.232‐18 AVAILABILITY OF FUNDS (APR 1984)

52.232‐24 PROHIBITION OF ASSIGNMENT OF CLAIMS (MAY 2014)

52.232‐25 PROMPT PAYMENT (JAN 2017)

52.232‐33 PAYMENT BY ELECTRONIC FUNDS TRANSFER – SYSTEM FOR

AWARD MANAGEMENT (OCT 2018)

52.232‐40 PROVIDING ACCLERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (MAR 2023)

52.233‐1 DISPUTES (MAY 2014), Alternate I (DEC 1991)

52.233‐3 PROTEST AFTER AWARD (AUG 1996)

52.233‐4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT

2004)

52.242‐13 BANKRUPTCY (JUL 1995)

52.243‐1 CHANGES ‐ FIXED‐PRICE (AUG 1987), ALTERNATE II (APR 1984)

52.245‐9 USE AND CHARGES (APR 2012)

52.245‐1 GOVERNMENT PROPERTY (SEP 2021)

52.246‐25 LIMITATION OF LIABILITY – SERVICES (FEB 1997)

52.246‐26 REPORTING NONCONFORMING ITEMS (NOV 2021)

52.249‐4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

(SERVICES) (SHORT FORM) (APR 1984)

52.249‐8 DEFAULT (FIXED‐PRICE SUPPLY AND SERVICE) (APR 1984)

52.253‐1 COMPUTER GENERATED FORMS (JAN 1991)

I.2 FEDERAL ACQUISITION REGULATION CLAUSE(S)

INCORPORATED IN FULL TEXT:

I.2.1 52.213‐4 TERMS AND CONDITIONS—SIMPLIFIED ACQUISITIONS

(OTHER THAN COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES) (DEC 2023)

(a) The Contractor shall comply with the following Federal Acquisition

Regulation (FAR) clauses that are incorporated by reference:

(1) The clauses listed below implement provisions of law or

Executive order:

(i) 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)).

(ii) 52.204‐23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115‐91).

(iii) 52.204‐25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or

Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L.

115‐232).

(iv) 52.204‐27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub.

L. 117‐328), unless the agency grants an exception ‐ see paragraph (b) of 52.204‐27.

(v) 52.204–30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (DEC 2023) (Pub. L. 115–390, title

II).

(vi) 52.222‐3, Convict Labor (JUN 2003) (E.O.11755).

(vii) 52.222‐21, Prohibition of Segregated Facilities (APR 2015).

(viii) 52.222‐26, Equal Opportunity (Sep 2016) (E.O.11246).

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

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

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

(xii) 52.233‐4, Applicable Law for Breach of Contract Claim (OCT 2004) ( Pub. L. 108‐77 and 108‐78 ( 19 U.S.C. 3805 note)).

(2) Listed below are additional clauses that apply:

(i) 52.232‐1, Payments (Apr 1984).

(ii) 52.232‐8, Discounts for Prompt Payment (FEB 2002).

(iii) 52.232‐11, Extras (APR 1984).

(iv) 52.232‐25, Prompt Payment (JAN 2017).

(v) 52.232‐39, Unenforceability of Unauthorized Obligations

(JUN 2013).

(vi) 52.233‐1, Disputes (MAY 2014).

(vii) 52.244‐6, Subcontracts for Commercial Products and Commercial Services (DEC 2023).

(viii) 52.253‐1, Computer Generated Forms (JAN 1991).

(b) The Contractor shall comply with the following FAR clauses, incorporated by reference, unless the circumstances do not apply:

(1) The clauses listed below implement provisions of law or

Executive order:

(i) 52.203‐17, Contractor Employee Whistleblower Rights (NOV 2023) ( 41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

(ii) 52.204‐10, Reporting Executive Compensation and First‐ Tier Subcontract Awards (JUN 2020)(Pub. L. 109‐282) ( 31 U.S.C. 6101 note) (Applies to contracts valued at or above the threshold specified in FAR 4.1403(a) on the date of award of this contract).

(iii) 52.222‐19, Child Labor—Cooperation with Authorities and Remedies (NOV 2023) (DEVIATION JAN 2024) (E.O.

13126). (Applies to contracts for supplies exceeding the micro‐purchase threshold, as defined in 2.101 on the date of award of this contract).

(iv) 52.222‐20, Contracts for Materials, Supplies, Articles, and Equipment., Contracts for Materials, Supplies, Articles, and Equipment (JUN 2020) ( 41 U.S.C.chapter

65) (Applies to supply contracts over the threshold specified in FAR 22.602 on the date of award of this contract, in the United States, Puerto Rico, or the U.S.

Virgin Islands).

(v) 52.222‐35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212) (Applies to contracts valued at or above the threshold specified in FAR 22.1303(a) on the date of award of this contract).

(vi) 52.222‐36, Equal Employment for Workers with Disabilities (JUN 2020) ( 29 U.S.C. 793) (Applies to contracts over the threshold specified in FAR 22.1408(a) on the date of award of this contract, unless the work is to be performed outside the United States by employees recruited outside the United States). (For purposes of this clause, "United States" includes the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.)

(vii) 52.222‐37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212) (Applies to contracts valued at or above the threshold specified in FAR 22.1303(a) on the date of award of this contract).

(viii) 52.222‐41, Service Contract Labor Standards (AUG 2018) ( 41 U.S.C. chapter 67) (Applies to service contracts over $2,500 that are subject to the Service Contract Labor Standards statute and will be performed in the United States, District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake Island, or the outer Continental Shelf).

(ix) (A) 52.222‐50, Combating Trafficking in Persons (NOV

2021) ( 22 U.S.C. chapter 78 and E.O. 13627) (Applies to all solicitations and contracts).

(B) Alternate I (MAR 2015) (Applies if the Contracting Officer has filled in the following information with regard to applicable directives or notices:

Document title(s), source for obtaining document(s), and contract performance location outside the United States to which the document applies).

(x) 52.222‐55, Minimum Wages for Contractor Workers Under Executive Order 14026 (OCT 2023) (Applies when 52.222‐6 or 52.222‐41 are in the contract and performance in whole or in part is in the United States (the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake Island, and the outer Continental Shelf as defined in the Outer Continental Shelf Lands Act (43 U.S.C. 1331, et seq.))).

(xi) 52.222‐62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706) (Applies when 52.222‐6 or 52.222‐41 are in the contract and performance in whole or in part is in the United States (the 50 States and the District of Columbia.))

(xii) 52.223‐5, Pollution Prevention and Right‐to‐Know Information (MAY 2011) (E.O. 13423) (Applies to services performed on Federal facilities).

(xiii) 52.223‐11, Ozone‐Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O.

13693)(applies to contracts for products as prescribed at FAR 23.804(a)(1)).

(xiv) 52.223‐12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693) (Applies to maintenance, service, repair, or disposal of refrigeration equipment and air conditioners).

(xv) 52.223‐15, Energy Efficiency in Energy‐Consuming Products (MAY 2020) ( 42 U.S.C. 8259b) (Unless exempt pursuant to 23.204, applies to contracts when energy‐ consuming products listed in the ENERGY STAR® Program or Federal Energy Management Program (FEMP)) will be‐

(A) Delivered;

(B) Acquired by the Contractor for use in performing services at a Federally‐controlled facility;

(C) Furnished by the Contractor for use by the Government; or

(D) Specified in the design of a building or work, or incorporated during its construction, renovation, or maintenance).

(xvi) 52.223‐20, Aerosols (JUN 2016) (E.O. 13693) (Applies to contracts for products that may contain high global warming potential hydrofluorocarbons as a propellant or as a solvent; or contracts for maintenance or repair of electronic or mechanical devices).

(xvii) 52.223‐21, Foams (JUN 2016) (E.O. 13693) (Applies to contracts for products that may contain high global warming potential hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons as a foam blowing agent; or contracts for construction of buildings or facilities.

(xviii) (A) 52.225‐1, Buy American‐Supplies (OCT 2022) ( 41 U.S.C. chapter 67) (Applies to contracts for supplies, and to contracts for services involving the furnishing of supplies, for use in the United States or its outlying areas, if the value of the supply contract or supply portion of a service contract exceeds the micro‐purchase threshold, as defined in 2.101 on the date of award of this contract, and the acquisition‐

(1) Is set aside for small business concerns; or

(2) Cannot be set aside for small business concerns (see 19.502‐2), and does not exceed $50,000).

(B) Alternate I (OCT 2022) (Applies if the Contracting Officer has filled in the domestic content threshold below, which will apply to the entire contract period of performance. Substitute the following sentence for the first sentence of paragraph (1)(ii)(A) of the definition of domestic end product in paragraph (a) of 52.225‐1: (A) The cost of its components mined, produced, or manufactured in the United States exceeds ____ percent of the cost of all its components. [ Contracting officer to insert the percentage per instructions at 13.302‐5(d)(4). ])

(xix) 52.226‐6, Promoting Excess Food Donation to Nonprofit Organizations., Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) ( 42 U.S.C. 1792) (Applies to contracts greater than the threshold specified in FAR 26.404 on the date of award of this contract, that provide for the provision, the service, or the sale of food in the United States).

(xx) 52.232‐33, Payment by Electronic Funds Transfer‐ System for Award Management (OCT 2013)(Applies when the payment will be made by electronic funds transfer (EFT) and the payment office uses the System for Award Management (SAM) as its source of EFT information).

(xxi) 52.232‐34, Payment by Electronic Funds Transfer‐Other than System for Award Management (JUL 2013) (Applies when the payment will be made by EFT and the payment office does not use the SAM database as its source of EFT information).

(xxii) 52.247‐64, Preference for Privately Owned U.S.‐Flag Commercial Vessels (NOV 2021) ( 46 U.S.C.

55305)(Applies to supplies transported by ocean vessels (except for the types of subcontracts listed at 47.504(d)).

(2) Listed below are additional clauses that may apply:

(i) 52.204‐21, Basic Safeguarding of Covered Contractor Information Systems (NOV 2021) (Applies to contracts when the contractor or a subcontractor at any tier may have Federal contract information residing in or transiting through its information system.)

(ii) 52.209‐6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (NOV 2021) (Applies to contracts over the threshold specified in FAR 9.405‐2(b) on the date of award of this contract).

(iii) 52.211‐17, Delivery of Excess Quantities (Sept 1989) (Applies to fixed‐price supplies).

(iv) 52.247‐29, F.o.b. Origin (FEB 2006) (Applies to supplies if delivery is f.o.b. origin).

(v) 52.247‐34, F.o.b. Destination (NOV 1991) (Applies to supplies if delivery is f.o.b. destination).

(c) FAR 52.252‐2, Clauses Incorporated by Reference (Feb 1998). This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

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

(d) Inspection/Acceptance. The Contractor shall tender for acceptance only 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. The Government must exercise its post‐acceptance rights‐

(1) Within a reasonable period of 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.

(e) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence, such as acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(f) 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 that 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 that reasonably could have been avoided.

(g) 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.

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

(End of clause)

I.2.2 52.217‐8 OPTION TO EXTEND SERVICES (NOV 1999)

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

I.2.3 52.217‐9 OPTION TO EXTEND THE TERM OF THE CONTRACT

(MAR 2000)

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

provided that the U.S. Government gives the Contractor a preliminary written notice of its intent to extend at least thirty

(30) calendar days before the contract expires. The preliminary notice does not commit the U.S. Government to an extension.

(b) If the U.S. 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 five (5) years.

(End of clause)

I.2.4 52.232‐19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR

(APR 1984)

Funds are not presently available for performance under this contract beyond September 30 of the current calendar year. The U.S. Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the U.S.

Government for any payment may arise for performance under this contract beyond September 30 of the current calendar year, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

I.2.5 52.216‐18 ORDERING (AUG 2020)

(a) Any supplies and services to be furnished under this Contract shall be ordered by issuance of Delivery Orders or Task Orders by the individuals or activities designated in the Schedule. Such orders may be issued from date of award through the end of base period or option periods if exercised.

(b) All Delivery Orders or Task Orders are subject to the terms and conditions of this contract. In the event of conflict between a Delivery Order or Task Order and this Contract, the Contract shall control.

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

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

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

(3) If sent electronically, the Government either—

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

(ii) Distributes the delivery to the Contractor's email address.

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

I.2.6 52.216‐19 ORDER LIMITATIONS (OCT 1995)

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

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

(1) Any order for a single item in excess of $350,000.00 U.S.

Dollars;

(2) Any order for a combination of items in excess of

$350,000.00 U.S. Dollars; or

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

(c) If this is a requirements contract (i.e., includes the

Requirement clause at subsection 52.216‐21 of the Federal Acquisition Regulation (FAR)), the U.S. Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum‐order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within two (2) calendar days after issuance, with written notice stating the Contractor's intent not to issue the insurance policies requested and the reasons. Upon receiving this notice, the U.S. Government may acquire the supplies or services from another source.

I.2.7 52.216‐22 INDEFINITE QUANTITY (OCT 1995)

(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 U.S. 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 U.S. 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 U.S. Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to provide any services under this contract after one year beyond the contract’s effective end date.

I.2.8 52.237‐3 CONTINUITY OF SERVICES (JAN 1991)

(a) The Contractor recognizes that the services under this contract are vital to the government and must be continued without interruption and that, upon contract expiration, a successor, either the government or another contractor, may continue them. The Contractor agrees to

(1) furnish phase‐in training; and

(2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.

(b) The Contractor shall, upon the contracting officer’s written notice, (1) furnish phase‐in, phase‐out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase‐in, phase‐out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan and shall be subject to the contracting officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase‐in, phase‐out period to ensure that the services called for by this contract are maintained at the required level of proficiency.

(c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on site interviews with these employees. If selected employees are agreeable to the change, the contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.

(d) The Contractor shall be reimbursed for all reasonable phase‐in, phase‐out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase‐in, phase‐out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

(End of Clause)

I.2.9 52.229‐12 TAX ON CERTAIN FOREIGN PROCUREMENTS –

NOTICE AND REPRESENTATION (FEB 2021)

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‐

(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 Internal Revenue Service 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 is a foreign person and 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 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–

(i)…