19SA7024Q0019.pdf

Riyadh, Saudi Arabia May 15, 2022

Dear Prospective Offeror:

Subject: Request for Quotation #19SA7024Q0019 Local Counsel Non-Litigation Services

Enclosed is a Request for Quotes (RFQ) for Local Counsel Non-Litigation Services. If you would like to submit a quotation, follow the instructions in Section J of the solicitation, complete the required portions of the attached document, and submit it to the address shown on the Standard Form that follows this letter.

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

Quotations are due by Thursday, May 30, 2024 (no quotations will be accepted after this time). Quotation must be in English and incomplete quotation will not be accepted. Your quotation must be submitted electronically to RiyadhContracting@state.gov. The subject line of all emails must, at a minimum, read: “Request for Quotations – 19SA7024Q0019”. It is important to make sure the submission is made in specific size and format such as MS-Word 2007/2010, MS-Excel 2007/2010 or Adobe Acrobat (pdf file).

In addition, file sizes must not exceed 30MB. If the file size should exceed 30MB, then please submit separate emails which are less than 30MB each. If multiple emails are submitted, please identify in the subject line the sequential order for each email (for example, if submitting two separate emails, you would include the following information: Email 1 of 2; Email 2 of 2).

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

1. SF-18

2. Section A, Pricing

3. Section L Representations and Certifications

4. Additional information as required in Section J

5. Proof of SAM Registration

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

Direct any questions regarding this solicitation by email to: RiyadhContracting@state.gov Questions should be submitted on or before close-of-business (17:00 hours), Tuesday, May 21 2024.

U.S. Embassy Contracting Office (RiyadhContracting@state.gov)

Local Counsel for Non-Litigation Services Solicitation: 19SA7024Q0019 Embassy of the United States of America Riyadh, Saudi Arabia

SOLICITATION

DOCUMENT

Local Counsel For Non-Litigation Services to the

Embassy of the United States of America Riyadh, Saudi Arabia

SOLICITATION NO. 19SA7024Q0019

P.O. Box 94309 Riyadh 11693 Saudi Arabia

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER) THIS RFQ _ IS x IS NOT A SMALL BUSINESS SET-ASIDE Page 3 of 64

1. REQUEST NO.

19SA70024Q0019

2. DATE ISSUED

05/15/2024

3. REQUISITION/PURCHASE REQUEST

NO. PR12578232

4. CERT. FOR NAT. DEF.

UNDER BDSA REG. 2

AND/OR DMS REG. 1

RATING

5a. ISSUED BY

Contracting Officer

Embassy of the United States of America

Diplomatic Quarters, Riyadh Saudi Arabia

Riyadhcontracting@state.gov

6. DELIVER BY (Date)

5b. FOR INFORMATION CALL (NO COLLECT CALLS) 7. DELIVERY

NAME TELEPHONE NUMBER

FOB DESTINATION X OTHER (See Schedule)

Carol Johnson, Contracting Officer +966-11-835-4000

9. DESTINATION

a. NAME OF CONSIGNEE

8. TO: Embassy of the United States of America

a. NAME

b. COMPANY

b. STREET ADDRESS

Same as block 5a

c. STREET ADDRESS

c. CITY

Riyadh

d. CITY

e. STATE

f. ZIP CODE

d. STATE

e. ZIP CODE

10. PLEASE FURNISH QUOTATIONS TO THE

ISSUING OFFICE IN BLOCK 5A ON OR BEFORE

CLOSE OF BUSINESS (Date)

Thursday, 05/30/2024, 1700 Hrs.

(Saudi Arabian time)

IMPORTANT: This is a request for information, and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5A. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or services. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotations must be completed by the quoter.

11. SCHEDULE (Include applicable Federal, State and local taxes)

ITEM NO.

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

The U.S Government seeks the services of a legal firm to review the local labor laws in Saudi Arabia as they relate to the local employee compensation plan currently in place. The requirement will include, but not be limited to review and research of the local labor law and prevailing practices to determine eligibility on a range of employment benefits, including health care, severance, retirement, resignation etc. as they relate to the U.S. Government local compensation plan.

Period of Performance: Base plus two (2) option years

a. 10 CALENDAR DAYS

b. 20 CALENDAR DAYS

c. 30 CALENDAR DAYS (%) d. CALENDAR DAYS

12. DISCOUNT FOR PROMPT

PAYMENT

NUMBER

PERCENTAGE

NOTE: Additional provisions and representations [ ] are [ ] are not attached.

13. NAME AND ADDRESS OF QUOTER 14. SIGNATURE OF PERSON AUTHORIZED TO SIGN

QUOTATION

15. DATE OF QUOTATION

a. NAME OF QUOTER

STREET ADDRESS 16. SIGNER

a. NAME (Type or print) b. TELEPHONE

c. COUNTY AREA CODE

d. CITY e. STATE f. ZIP CODE c. TITLE (Type or print) NUMBER

TABLE OF CONTENTS

SF-18 COVER SHEET

A. PRICING

B. STATEMENT OF WORK

C. PACKAGING AND MARKING

D. INSPECTION AND ACCEPTANCE

E. DELIVERIES AND PERFORMANCE

F. CONTRACT ADMINISTRATION DATA

G. SPECIAL TERMS AND CONDITIONS

H. CLAUSES

I. LIST OF ATTACHMENTS

J. INSTRUCTIONS ON HOW TO SUBMIT A QUOTATION

K. EVALUATION CRITERIA

L. REPRESENTATIONS CERTIFICATIONS AND OTHER STATEMENTS

SECTION A – PRICING

A.1 CONTRACT TYPE

The Contractor shall perform all work required in Section B for various services required by U.S. Embassy Riyadh. This is an indefinite delivery, indefinite quantity labor-hour purchase order with fixed hourly rates. The Contracting Officer shall order work on individual services through task orders. The hourly rates stated in this purchase order shall include all direct and indirect costs, insurance, overhead, general, and administrative expense, and profit.

A.2 LEVEL OF EFFORT

(a) The Contractor shall provide the services for the base period of the contract at the rates stated below.

(b) The quantities of supplies and services specified in the Schedule are estimates only and are not guaranteed by this contract.

(c) The Contractor shall furnish to the Government, when and if ordered, the services as specified in the Schedule. The Government may issue orders requiring services on multiple pieces of property. Except as specified in the Delivery-Order Limitations clause or in the paragraph below, there is no limit on the number of orders that may be issued.

A.3 PRICING

A.3.1. Value Added Tax

VALUE ADDED TAX (VAT). The Contractor shall include VAT as a separate charge on the Invoice and as a separate line item in Section B.

A.3.2. The Government will issue task orders to the Contractor on a firm fixed price basis. In establishing the fixed price for individual task orders, the Government will use the fixed hourly labor rates listed below.

BASE PERIOD:

*Estimated Hourly Hours X Rate (SAR) = Ceiling Price (SAR)

Local Counsel 120 ___________ ________________ Non Litigation Services

VALUE ADDED TAX (VAT) (if applicable): ________________

FIRST OPTION PERIOD:

SECOND OPTION PERIOD:

Total Price (SAR)

GRAND TOTAL OF

BASE PLUS TWO OPTION PERIOD ________________

A.4 MINIMUM AND MAXIMUM AMOUNTS

During this contract period, the Government shall place orders totaling a minimum of USD 500.

This reflects the contract minimum for the entire period of performance, including any options. The amount of all orders shall not exceed USD 170,000.00. This reflects the contract maximum for the entire period of performance, including any options.

SECTION B – STATEMENT OF WORK

B.1 The U.S Government seeks the services of a legal firm to review the local labor laws in Saudi Arabia as they relate to the local employee compensation plan currently in place. The requirement will include, but not be limited to review and research of the local labor law and prevailing practices to determine eligibility on a range of employment benefits, including health care, severance, retirement, resignation, termination etc. as they relate to the U.S. Government local compensation plan.

Legal counsel shall provide citations to statutes, case law, or other legal authority (with English translations).

The purpose of this contract is to obtain services in accordance with the below Statement of Work to obtain written and oral legal advice on legal questions or problems which concern Mission Saudi Arabia.

The purpose of this IDIQ is to obtain services of a legal firm to review the local labor law in Saudi Arabia as they relate to the local employee compensation plan currently in effect. The requirement will include, but not limited to review and research of the local labor law and prevailing practices to determine eligibility on a range of employment benefits, including compensation, allowances and benefits, healthcare, severance, retirement, resignation, termination as they relate to the U.S. Government Local Compensation Plan.

The service will also include for the local legal counsel to advice of new local labor law regulations and policies which affects employment status, disciplinary actions, Saudization, sponsorship and residency clauses and other employment related mandate implemented by the local Government to ensure that it does not circumvent with the U.S. Government laws or Department of State regulations.

The Bureau of the Global Talent Management – Office of Overseas Employment (GTM/OE) often requires policies and procedures to acquire local legal counsel involvement and provide recommendation to ensure that U.S. Government decree or directives is aligned with the local government instigated rules.

Legal Counsel shall provide citations to statuses, copies of royal decrees, updated local labor law amendments, cause law or other legal authority (with English translation) to support their review and recommendations.

The purpose of this contract is to obtain services in accordance with the Statement of Work (SOW) to obtain written and oral legal advice on legal questions or problems which concern Mission Saudi Arabia.

The advice will focus on Saudi labor law and how local labor law applies to a foreign sovereign. Advice may also include review of Mission Saudi Arabia’s HR policies including, but not limited to:

- Advice regarding specific employment action

- Advice on other matters of Saudi law and updates regarding the local labor law, general employment or local governance.

B.1.1. SERVICES:

Upon the request of US Embassy Riyadh Contracting Officer Representative (COR), the Contractor shall provide written or oral legal opinions or advice concerning any legal requests or problems within Contractor's competence.

Legal Services will include (but are not limited to) the following areas:

Assistance in general with interpretation and application of local labor law, including in Saudi law and judicial decisions, especially with regard to highly complex and contentious legal issues;

Assistance and guidance regarding review of new laws or mandates or system, if and when incorporation of those into U.S. Mission policies is to be reviewed;

Assistance and guidance regarding separations/ termination or reduction-in-force measures by rendering advice to the U.S. Embassy regarding approach and legal considerations, be it by review of documentation and analysis already prepared by the Mission or by provision of documentation and analysis prepared directly by the lawyer;

Assistance and guidance regarding implementing and preparing new policies;

Assistance and guidance regarding implementing and preparing new benefits or allowances;

Assistance and guidance regarding disciplinary actions;

Review of policy papers and documents prepared by the Mission on new laws, policies, etc.;

Generally serve as point of contact for authorized caller regarding ad hoc inquiries regarding local labor law inquiries;

Finalize legal documents, personnel agreements, draft legal opinions and/or memoranda as requested;

Provide any other legal assistance as requested;

Provide reports on the services rendered as requested.

B.1.2. REQUIREMENT:

The local counsel should possess members who are fluent and articulate in written and spoken

Arabic and English, given the complexity of legal issues listed above. Furthermore, fluency is necessary for the meticulous review of policy papers and documentation prepared by and for the Mission, as necessary.

Likewise, the legal counsel should have comprehensive knowledge of Saudi Arabian labor law and prevailing practices, to advise the Mission of any potential adverse action or possible litigation risk.

It is also essential that the legal team have strong knowledge of diplomatic law namely the Vienna Convention, particularly its applicability to Saudi laws and regulations.

It is also critical that the firm have significant experience providing advisory opinions in handling judicial cases, disputes or settlements arising out of the Vienna Convention’s decrees and regulations, and the interpretation of such decrees and regulations, as they apply to diplomatic Missions.

B1.3. PERFORMANCE PERIOD:

The performance period of this contract will be 3 years (one base and two option year).

B.1.4. ADDITIONAL SERVICES EXCEEDING THE ORDINARY TIME:

Should the U.S. Embassy require legal services exceeding the ordinary time outlined in the retainer agreement, the Contractor shall be compensated at a “per hour” rate. In these instances, the Contractor shall obtain a specific approval/authorization from the Contracting Officer Representative before rendering such services and not to exceed 150 hours per year.

B.2. REPORTS

Submit the following reports or documents to the Contracting Officer:

Deliverable Schedule: The following is a summary of tasks and deliverable deadlines.

Task No. Deliverable Due Date

Deliver a detailed written explanation of legal opinions regarding local health care benefits

30 days or less following the notice to proceed or as instructed by the COR

Deliver a detailed written explanation of legal opinions regarding local employment law relative to severance and salary claims

30 days or less following the notice to proceed or as instructed by the COR

Deliver a detailed written explanation of legal opinions regarding local employment law benefits

To be mutually agreed upon prior to issuance of a task order

SECTION C - PACKAGING AND MARKING

Due to sensitivity of issues directed to the local counsel, all local legal advice or responses should be sent directly to the Contracting Officer Representative (COR) that initiated the PR.

SECTION D - INSPECTION AND ACCEPTANCE

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.

CLAUSE TITLE AND DATE

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE

(AUG 2020)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS (DEC 2014)

52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAY 2001)

52.246-26 REPORTING NONFORMING ITEMS (JUN 2020)

SECTION E - DELIVERIES AND PERFORMANCE

E.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 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.

CLAUSE TITLE AND DATE

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011)

52.242-15 STOP-WORK ORDER (AUG 1989)

E.2 PERIOD OF PERFORMANCE

The base contract period will be one year from the date of award. The Government may extend the contract by exercising two-years option. The contract period, including a maximum of three (3) years, may not exceed three (3) years.

E.3 NOTICE TO PROCEED

The fixed price for the first year of the contract (starting on the date stated in the Notice to Proceed and continuing for a period of 12 months)

SECTION F - CONTRACT ADMINISTRATION DATA

F.1. CONTRACTING OFFICER’S REPRESENTATIVE

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 Theresa Anne Ortiz, HR LE Staff Unit Chief

F.2 INVOICING AND PAYING INSTRUCTIONS

a. The Contractor shall submit the invoice in the original and three copies to the designated billing address indicated below. The COR will determine if the invoice is complete and proper as submitted. The COR also will determine if billed services have been satisfactorily performed. If the amount billed is incorrect, the COR will, within seven days, request the Contractor to submit a revised invoice.

b. The Contractor shall specifically identify the last invoice as "Final Invoice." The final invoice shall include the remaining payments due under the basic contract and any and all modifications issued.

c. Contractor shall mail the invoices to:

Designated Billing Office

P.O. Box 94309 Riyadh- 11693, Kingdom of Saudi Arabia Tel: +966-11-488-3800 Ext. 4366, 4662

Email: RIYADHDBO@STATE.GOV

The Contractor shall show Value Added Tax (VAT) as a separate item on invoices submitted for payment.

SECTION G - SPECIAL TERMS AND CONDITIONS

G.1. PERMITS

Without additional cost to the Government, the Contractor shall obtain all permits, licenses, and appointments required for this contract.

G.2 RELEASE OF INFORMATION

All information furnished to the Contractor and developed by the Contractor in connection with this transaction shall be considered privileged. The Contractor shall make no public announcements, including news or press releases about this contract.

G.3 TASK ORDERS

Task Orders under this Purchase Order shall be issued on OF 347 and shall include, but not be limited to the following information:

(a) Name of contractor

(b) Purchase Order number and date

(c) Task order number

(d) Description of services to be performed

(e) Estimated number of hours

(f) Hourly rate and ceiling price

(g) Specific property under consideration

The Contracting Officer may place orders orally, telephonically, by facsimile, or in writing. The Contracting Officer will confirm oral orders in writing within three calendar days.

SECTION H - CLAUSES

H.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 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.

CLAUSE TITLE AND DATE

52.202-1 DEFINITION (JUN 2020)

52.204-9 PERSONAL IDENTIFICATION VERIFICATION OF CONTRACTOR PERSONNEL

(JAN 2011)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT

AWARDS (JUN 2020)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

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)

52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT (JUN 2020)

52.222-19 CHILD LABOR-COOPERATION WITH AUTHORITIES AND REMEDIES (NOV 2023)

52.222-50 COMBATTING TRAFFICKING IN PERSONS (OCT 2020)

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)

52.227-17 RIGHTS IN DATA - SPECIAL WORKS (DEC 2007)

52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS

(AUG 2012)

52.232-24 PROHIBITION OF ASSIGNMENT OF CLAIMS (JAN 1986)

52.232-25 PROMPT PAYMENT (JULY 2013)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER – SYSTEM FOR AWARD

MANAGEMENT (OCT 2018)

52.233-1 DISPUTES (JULY 2002)

52.243-3 CHANGES – TIME-AND-MATERIALS OR LABOR HOURS (SEPT 2000)

52.249-4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (SERVICES) (SHORT

FORM) (APR 1984)

52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

52.249-14 EXCUSABLE DELAYS (APR 1984)

H.2 FEDERAL ACQUISITION REGULATION CLAUSES PROVIDED IN FULL TEXT

52.213-4 TERMS AND CONDITIONS—SIMPLIFIED ACQUISITIONS (OTHER

THAN COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES) (NOV 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 and Other Covered Entities (NOV 2021) (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) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

(vi) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

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

(viii) 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).

(ix) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR

2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

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

(xi) 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 (NOV 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) (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 (JAN

2022) (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):

[Insert one or more Internet addresses]

(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 postacceptance 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)

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 base period or option periods of exercised.

(b) All delivery orders or tsk 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 order or task order via email to the Contractor’s email address.

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

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $1,000, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

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

(1) Any order for a single item in excess of $100,000;

(2) Any order for a combination of items in excess of $100,000; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

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

(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 five days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 INDEFINITE QUANTITY (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 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 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 make any deliveries under this contract after one year beyond the contract’s effective period.

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

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

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

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

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

52.225-3 BUY AMERICAN-FREE TRADE AGREEMENTS-ISRAELI TRADE ACT (NOV 2023)

(a) Definitions. As used in this clause—

Bahraini, Moroccan, Omani, Panamanian, or Peruvian end product means an article that—

(1) Is wholly the growth, product, or manufacture of Bahrain, Morocco, Oman, Panama, or Peru; or

(2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in Bahrain, Morocco, Oman, Panama, or Peru into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself.

Commercially available off-the-shelf (COTS) item—

(1) Means any item of supply (including construction material) that is-

(i) A commercial product (as defined in paragraph (1) of the definition of “commercial product” at Federal Acquisition Regulation (FAR) 2.101);

(ii) Sold in substantial quantities in the commercial marketplace; and

(iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

Component means an article, material, or supply incorporated directly into an end product.

Cost of components means—

(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or

(2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product.

Critical component means a component that is mined, produced, or manufactured in the United States and deemed critical to the U.S. supply chain. The list of critical components is at FAR 25.105.

Domestic end product means—

(1) For an end product that does not consist wholly or predominantly of iron or steel or a combination of both–

(i) An unmanufactured end product mined or produced in the United States;

(ii) An end product manufactured in the United States, if—

(A) The cost of its components mined, produced, or manufactured in the United States exceeds 60 percent of the cost of all its components, except that the percentage will be 65 percent for items delivered in calendar years 2024 through 2028 and 75 percent for items delivered starting in calendar year 2029. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Components of unknown origin are treated as foreign. Scrap generated, collected, and prepared for processing in the United States is considered domestic; or

(B) The end product is a COTS item; or

(2) For an end product that consists wholly or predominantly of iron or steel or a combination of both, an end product manufactured in the United States, if the cost of foreign iron and steel constitutes less than 5 percent of the cost of all the components used in the end product. The cost of foreign iron and steel includes but is not limited to the cost of foreign iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the manufacture of the end product and a good faith estimate of the cost of all foreign iron or steel components excluding COTS fasteners. Iron or steel components of unknown origin are treated as foreign. If the end product contains multiple components, the cost of all the materials used in such end product is calculated in accordance with the definition of "cost of components".

End product means those articles, materials, and supplies to be acquired under the contract for public use.

Fastener means a hardware device that mechanically joins or affixes two or more objects together.

Examples of fasteners are nuts, bolts, pins, rivets, nails, clips, and screws.

Foreign end product means an end product other than a domestic end product.

Foreign iron and steel means iron or steel products not produced in the United States. Produced in the United States means that all manufacturing processes of the iron or steel must take place in the United States, from the initial melting stage through the application of coatings, except metallurgical processes involving refinement of steel additives. The origin of the elements of the iron or steel is not relevant to the determination of whether it is domestic or foreign.

Free Trade Agreement country means Australia, Bahrain, Chile, Colombia, Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras, Korea (Republic of), Mexico, Morocco, Nicaragua, Oman, Panama, Peru, or Singapore.

Free Trade Agreement country end product means an article that-

(1) Is wholly the growth, product, or manufacture of a Free Trade Agreement country; or

(2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in a Free Trade Agreement country into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed. The term refers to a product offered for purchase under a supply contract, but for purposes of calculating the value of the end product includes services (except transportation services) incidental to the article, provided that the value of those incidental services does not exceed that of the article itself.

Israeli end product means an article that—

(1) Is wholly the growth, product, or manufacture of Israel; or

(2) In the case of an article that consists in whole or in part of materials from another country, has been substantially transformed in Israel into a new and different article of commerce with a name, character, or use distinct from that of the article or articles from which it was transformed.

Predominantly of iron or steel or a combination of both means that the cost of the iron and steel content exceeds 50 percent of the total cost of all its components. The cost of iron and steel is the cost of the iron or steel mill products (such as bar, billet, slab, wire, plate, or sheet), castings, or forgings utilized in the manufacture of the product and a good faith estimate of the cost of iron or steel components excluding COTS fasteners.

Steel means an alloy that includes at least 50 percent iron, between 0.02 and 2 percent carbon, and may include other elements.

United States means the 50 States, the District of Columbia, and outlying areas.

(b) Components of foreign origin. Offerors may obtain from the Contracting Officer a list of foreign articles that the Contracting Officer will treat as domestic for this contract.

(c) Delivery of end products. 41 U.S.C.chapter 83, Buy American statute, provides a preference for domestic end products for supplies acquired for use in the United States. In accordance with 41 U.S.C.

1907, the domestic content test of the Buy American statute is waived for an end product that is a…