Attachment 1 - Schedule and Contract Clauses.pdf

19GE5026R0007

SOLICITATION 19GE5026R0007

REGIONAL SWITCHBOARD SERVICES

ADDENDUM TO SF-1449 – ATTACHMENT 1: SCHEDULE & CONTRACT CLAUSES

TABLE OF CONTENTS

SECTION I – SCHEDULE

A. GENERAL

B. CONTRACT PRICE

B.1 VALUE ADDED TAX (VAT)

B.2 DEFENSE BASE ACT (DBA) INSURANCE

B.3 JAMES ZADROGA 9/11 VICTIMS HEALTH AND COMPENSATION ACT OF 2010

NOTICE

C. STATEMENT OF WORK (SOW)

C.1 SERVICE REQUIREMENTS

C.2 REPORTING REQUIREMENTS

C.3 PARTICIPATING POSTS AND ESTIMATED CALL VOLUMES

C.4 HOLIDAY COVERAGE

C.5 PERFORMANCE REQUIREMENTS

C.6 TECHNICAL REQUIREMENTS

C.7 QUALITY ASSURANCE MANAGEMENT PLAN

C.8 COMPLIANCE REQUIREMENTS

C.9 TRAINING REQUIREMENTS

C.10 DISCLOSURE OF INFORMATION

C.11 PERMITS AND LICENSING

D. CONTRACT ADMINISTATIVE REQUIREMENTS AND PROCEDURES

D.1 QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP)

D.2 TASK ORDERS UNDER MULTIPLE-AWARD IDIQ CONTRACTS

D.3 LAWS AND REGULATIONS

D.4 INVOICES, REVIEW AND PAYMENT

D.5 TAX-EXEMPT NUMBER

D.6 CHANGES IN OWNERSHIP

D.7 CHOICE OF LAW

D.8 CONTRACT ADMINISTRATION DATA

SECTION II – CONTRACT CLAUSES

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2023) is incorporated by reference

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS - COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (OCT 2025) (DEVIATION FEB 2025)

FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

FAR 52.216-18 ORDERING (AUG 2020)

FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

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

FAR 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

DOSAR 652.237-72 OBSERVANCE OF LEGAL HOLIDAYS AND ADMINISTRATIVE LEAVE

(FEB 2015)

DOSAR 652.242-70 CONTRACTING OFFICER’S REPRESENTATIVE (COR) (AUG 1999)

DOSAM 652.222-800 RECRUITMENT OF THIRD COUNTRY NATIONALS (TCNS) FOR

PERFORMANCE ON DEPARTMENT OF STATE CONTRACTS (MAY 2023)

SECTION I – SCHEDULE

A. GENERAL

A.1 The purpose of this firm fixed price Indefinite-Delivery Indefinite-Quantity (IDIQ) contract is to provide for switchboard services for participating U.S. Embassies and Consulates in Europe, in accordance with the Statement of Work (SOW).

A.2 This is an IDIQ type of contract against which task orders may be placed. The quantities set forth in the pricing section are estimates for evaluation purposes only; the Government does not guarantee that such quantities will be ordered. The contract covers a one-year base period starting from the issuance of the Notice to Proceed, with two (2) one-year option periods.

A.3 The firm-fixed price shall include all materials, equipment, labor, overhead, profit, general liability insurance, and transportation necessary to deliver the required services. No additional sums will be payable on account of any escalation in the cost of materials, equipment, transportation, general liability insurance or labor, or because of the Contractor's failure to properly estimate or accurately predict the cost, or difficulty in achieving the results required by this contract. The contract price will not be adjusted because of fluctuations in currency exchange rates. Changes in the contract price, or time to complete, will be made only for changes made by the Government in the work to be performed, or by delays caused by the Government. Any costs not priced will be considered to be included in the overhead and other indirect costs.

A.4 The Government intends to award multiple contracts, up to a maximum of two, under a single solicitation for the provision of switchboard services. However, depending on the results of the evaluation, the Government may award only one contract. The Base Year pricing submitted with the initial proposal will be used for evaluation purposes and will allow the Government to issue task orders immediately upon award of the IDIQ contracts. This approach enables contractors to compete for subsequent task orders using current cost information, rather than relying on static or outdated price lists, and supports more accurate pricing throughout the ordering period.

A.5 The general liability policy required of the Contractor shall name “the United States of America” as additional insured. The general liability insurance shall be as required by law or as ordinarily obtained in the location of the work. The limit of such insurance shall be as provided by law or sufficient to meet normal and customary claims. The Contractor agrees that the Government shall not be responsible for personal injuries or for damages to Government’s property in Contractor’s custody, any property of the

Contractor, its officers, agents, servants, and employees, or any other person, arising from, and incident to, the Contractor's performance of the work detailed herein. The Contractor shall hold harmless and indemnify the Government from any and all claims arising therefrom, except in the instance of gross negligence on the part of the Government. The Contractor shall submit evidence of general liability insurance within 10 calendar days after award.

A.6 Minimum and Maximum Amounts: During life of this contract, the Government shall place orders totaling a minimum of $5,000.00 or local currency equivalent. This reflects the contract minimum for this period of performance. The amount of all orders shall not exceed $2,000,000.00 or local currency equivalent, which reflects the contract maximum.

A.6 Acquisition Method: This is a commercial acquisition as defined in Federal Acquisition

Regulation (FAR) 2.101, Definitions, and as described in FAR part 12, Acquisition of Commercial

Products and Commercial Services. Pursuant to FAR 12.102(b), the policies in FAR part 12 are used in conjunction with the policies and procedures for solicitation, evaluation and award prescribed in FAR part 13, Simplified Acquisition Procedures.

B. CONTRACT PRICE

B.1 VALUE ADDED TAX (VAT)

If applicable, the Contractor shall be responsible for paying to the appropriate authority the applicable rate of Value Added Tax (VAT). Offerors shall identify the VAT as a separate line item. VAT shall also be a separate cost item on all invoices submitted against task orders under the resulting contract. The

Contractor will be reimbursed for VAT only up to the amount listed in each task order and upon presentation of proof that VAT has been paid to the host country government. If the Contractor receives a

VAT refund from the host government, it shall repay the refund amount to the U.S. Government.

B.2 DEFENSE BASE ACT (DBA) INSURANCE

(a) The Department of Labor has waived the DBA insurance for the countries in paragraph (b) of this subsection. United States citizens or residents and individuals hired in the United States, regardless of citizenship shall be required to obtain DBA insurance. Evidence of DBA insurance shall be submitted within 15 days of award. The DBA Insurance shall be obtained from any U.S. Department of Labor

(DOL) authorized DBA insurance broker. A list of DOL-authorized insurance brokers is available at:

www.dol.gov/agencies/owcp/dlhwc/lscarrier. DBA insurance cost will be evaluated as part of the total evaluated firm fixed price and included in the firm fixed price of the task order. The Contractor shall be reimbursed for the cost of DBA insurance only upon providing proof of payment.

(b) The DoL has waived DBA insurance for the following countries of performance under this contract:

www.dol.gov/agencies/owcp/dlhwc/dbawaivers/dbawaivers.

(c) If the country of performance is not on the DoL Active DBA Waiver List, the successful contractor shall be required to purchase DBA insurance for all his employees working on the project, regardless of nationality.

If the country of performance is on the DoL Active DBA Waiver List, DBA insurance for Host Country

Nationals (HCNs) and Third Country Nationals (TCNs), performing under this contract is not required.

However, DBA Insurance for U.S. citizens and individuals hired in the United States (regardless of citizenship) performing under this contract is required.

(d) The Contractor will be reimbursed for DBA insurance only to the extent the contractor provides documentary proof that DBA insurance has been paid and only to the extent quoted in CLINs 0007, 1007, and 2007.

B.3 JAMES ZADROGA 9/11 VICTIMS HEALTH AND COMPENSATION ACT OF 2010

NOTICE

In accordance with the James Zadroga 9/11 Victims Health and Compensation Act of 2010, payments made under this procurement may be subject to a 2% excise tax as prescribed under 26 U.S.C. 5000C, unless a waiver or exception applies.

If a waiver or exception applies to the contractor, the contractor shall complete Attachment 5, IRS Form

W-14. The Contractor is responsible for determining their tax obligations and ensuring compliance with applicable tax laws and regulations.

C. STATEMENT OF WORK (SOW)

The purpose of this contract is to obtain comprehensive switchboard services for multiple U.S.

embassies and missions located across Europe. The Contractor shall provide reliable and professional call handling during working hours, after-hours, or full 24 hours per day, depending on the needs of each participating Post, as identified in individual task orders. The Contractor shall serve as the first point of contact for callers, providing courteous, accurate, and efficient handling of inquiries, call transfers, message-taking, and emergency escalation.

The Contractor shall provide call services in English and in the local language(s) of each embassy. The

Contractor shall maintain sufficient staffing, technical capability, and continuity of operations to ensure uninterrupted services across all Posts.

C.1 SERVICE REQUIREMENTS

C.1.1 SERVICE COVERAGE LEVELS

The Contractor shall provide switchboard services at varying levels of coverage depending on the needs of the participating embassy. Each embassy’s required coverage level, call volumes, languages, points of contact, holidays, and operating thresholds shall be detailed in individual task orders issued under this contract.

(a) Working-Hours Services

For embassies requiring operator support only during regular business hours, the Contractor shall provide coverage aligned with the embassy’s published work schedule as defined in the task order.

(b) After-Hours Services

For embassies requiring coverage outside regular business hours, the Contractor shall provide after-hours coverage as defined in the task order and 24-hour coverage on weekends and holidays.

(c) 24/7 Services

For embassies requiring continuous coverage, the Contractor shall provide fully staffed 24/7 operations, including weekends and U.S. and local holidays.

C.1.2 TASK ORDER ISSUANCE

Once an embassy or mission elects to utilize the regional switchboard contract, the COR will provide the

Contractor with Post-specific requirements. The Contractor shall coordinate with the COR to establish a performance start date. A task order will then be issued, identifying the funding, performance period, and required service level.

C.1.3 LANGUAGE REQUIREMENTS

Operators shall be fluent in English and the local language(s) of the embassy they support (for example, Dutch for the Netherlands, Spanish for Spain).

The Contractor may use third-party translation services to support callers in local languages. A translator must be connected to the call within 20 seconds, and an appropriate “On Hold” message shall be used while arranging translation.

AI translation tools may be used if the Contractor can demonstrate effective experience with such systems. If AI translation is inaccurate, delayed, or fails, the Contractor shall immediately transfer the caller to a qualified human interpreter. The Contractor remains fully responsible for ensuring accuracy in all communications.

A list of anticipated language requirements and estimated call volumes is provided in Section C.3.

C.1.4 CALL HANDLING REQUIREMENTS

The Contractor shall follow a pre-approved script and the standard operating procedures for all calls.

The Contractor shall maintain a professional and diplomatic tone in all interactions. A sample script and handbook are provided in Attachment 7.

For after-hours calls, operators shall assess whether the call constitutes a true emergency using definitions provided in the script. Operators shall contact the Duty Officer and continue attempts until they reach the Duty Officer or another designated point of contact.

The Contractor shall not charge the Government for hang-up calls.

C.1.5 EMERGENCY ESCALATION

Operators shall identify and escalate emergencies promptly in accordance with each embassy’s handbook. Emergencies may include, but are not limited to:

• Civil, air, land, or sea accidents

• Terrorist incidents

• Aircraft accidents with fatalities

• Natural disasters

• Bombings

• Mass casualty fires

• Emergencies involving U.S. citizens, including arrests, deaths, and violent crime incidents

Operators shall follow the embassy-specific escalation instructions contained in the call center handbook. The handbook will be provided by the COR upon issuance of the task order for the respective

Post.

C.2 REPORTING REQUIREMENTS

C.2.1 DAILY REPORT / CALL LOG

The Contractor shall submit a daily report documenting all calls and messages received. Reports shall include:

• Time of each call or message

• Operator actions taken

• Duration of the call

• Any emergency escalations

Daily Reports shall be delivered to the designated Point of Contact (POC) specified in the task order, no later than the start of the next business day.

C.2.2 MONTHLY ACTIVITY REPORT

The Contractor shall submit a comprehensive monthly report summarizing all calls received, messages handled, and significant events. Monthly reports are due to the COR on the first business day of each month.

C.2.3 REPORT FORMAT AND DELIVERY

Report format, delivery deadlines, and recipient information will be specified in each task order.

C.3 PARTICIPATING POSTS AND ESTIMATED CALL VOLUMES

The following U.S. embassies and missions in Europe have expressed interest in participating in the regional switchboard contract. Language requirements and estimated annual call volumes for English and foreign-language calls are provided for reference. These figures are estimates based on recent experience and may fluctuate.

Mission Language Requirements in Addition to

English

Estimated

Annual Calls –

English

Estimated

Annual Calls –

Foreign

Language

Portugal Portuguese 2,800 200

Italy Italian 9,000 1,000

Russia Russian 3,840 960

Netherlands Dutch 6,000 6,000

Belgium French, Dutch, German 10,000 1,000

United Kingdom - 30,000 0

Spain Spanish 9000 7,000

France French 2,250 2,250

Switzerland Swiss German, High German, French, Italian 1,500 3,500

Türkiye Turkish 4,080 800

Luxembourg Luxembourgish, French, German 6,500 800

Germany German 17,848 26,772

Austria German 5,140 7,710

Norway Norwegian 160 1,440

Finland Finnish, Swedish 180 20

Ireland - 750 0

Bulgaria Bulgarian 1,300 3,900

North Macedonia Macedonian, Albanian 6,000 3,000

Croatia Croatian 4,500 4,500

Slovenia Slovene 1,125 375

Czech Republic Czech 375 375

Kosovo Albanian, Serbian 900 5,100

Estimated Total 123,248 76,702

There is no limit to the number of calls that may be received. Call volume may fluctuate significantly, particularly during emergencies.

C.4 HOLIDAY COVERAGE

Each task order will include a list of U.S. and local holidays observed by the embassy. Services shall be provided on all such holidays unless otherwise specified in task orders. Embassies observe all U.S.

federal holidays and up to 20 local holidays.

C.5 PERFORMANCE REQUIREMENTS

C.5.1 STAFFING

The Contractor shall:

• Provide operators fluent in English and the local language(s) or ensure access to translation services.

• Ensure operators have at least one (1) year of experience in customer service or telephone operator roles.

• Ensure operators demonstrate professionalism, courtesy, and familiarity with embassy procedures.

• Maintain staffing levels sufficient to support fluctuating call volumes, including surge capacity during emergencies.

C.5.2 SUPERVISION

The Contractor shall designate a supervisor or representative as the primary point of contact (POC) with the Government. This individual shall:

• Be available by phone and email at all times

• Maintain strong English communication skills

• Serve as liaison between the Contractor and U.S. Government personnel

• Oversee staffing, training, and quality assurance

• Resolve issues promptly upon notification by the Government

C.6 TECHNICAL REQUIREMENTS

The Contractor shall utilize a VOIP-based system with the following capabilities:

(a) Specialized Phone Number: The system shall support an international telephone number accessible to callers worldwide.

(b) Advanced Interactive Voice Response (IVR): IVR must allow callers to navigate options quickly using a voice-activated system.

(c) Instant Messaging and SMS: Callers and operators must be able to exchange SMS or IM messages, with the ability to escalate to an audio call with one click.

(d) Call Logs and Call Detail Records: The system shall record all incoming, outgoing, and missed calls with detailed metadata.

(e) Call Return Function: Operators shall be able to call back the last caller in the event of a disconnection.

(f) Backup and Continuity: The system shall include:

• UPS backup for essential equipment

• Redundant internet connections

• Automatic call rerouting procedures

Backup systems must be tested and maintained regularly.

(g) Knowledge Base Management: The Contractor shall maintain a cloud-based knowledge base that distributes mission information to operators. The knowledge base shall include:

• Updated phone contact lists

• Embassy-specific call center handbook

• Other standard procedures provided by the mission

C.7 QUALITY ASSURANCE MANAGEMENT PLAN

The Contractor shall establish and maintain a comprehensive Quality Assurance Management Program to ensure consistent, reliable, and compliant delivery of all switchboard services required under this contract. The program shall provide systematic methods for monitoring operator performance, verifying adherence to call handling procedures, identifying service deficiencies, and implementing corrective actions.

The Contractor shall also support a Government-monitored Complaint-Handling Channel to ensure that caller complaints regarding the quality of switchboard services can be submitted, recorded, and reviewed without interference from the Contractor. This requirement is necessary to allow the

Government to independently assess customer satisfaction and evaluate Contractor performance. At a minimum, the Contractor shall:

1. Provide a mechanism for callers to submit complaints directly to the Government, such as a

Government-managed telephone number, email address, or online form, as specified by the

COR.

2. Display or announce the complaint channel clearly to callers when requested by the Government, in accordance with instructions provided in the task order or call script.

3. Forward any complaints received directly by the Contractor to the Government within 24 hours, without alteration, suppression, or delay.

4. Maintain internal logs of all complaints received by the Contractor, including the date, time, nature of the complaint, and the operator involved. These logs shall be made available to the

COR upon request.

5. Implement corrective actions for any validated deficiencies and document those actions for

Government review.

6. The Contractor shall not screen, modify, or withhold complaints that callers submit. Any attempt to suppress or fail to report caller complaints will constitute a failure to perform in accordance with the terms of this contract.

The Contractor shall ensure that the Quality Assurance Management Program, including the

Government-monitored Complaint-Handling Channel, remains active, functional, and fully implemented throughout the period of performance.

C.8 COMPLIANCE REQUIREMENTS

The Contractor shall:

• Comply with all applicable local labor laws and regulations

• Obtain and maintain required permits and licenses

• Execute Non-Disclosure Agreements for all operators

• Ensure data security and confidentiality consistent with U.S. Government requirements

C.9 TRAINING REQUIREMENTS

(a) The Contractor shall provide continuous training for operators, including:

• Customer service techniques

• Active listening

• Emergency call handling

• Embassy-specific scripts and protocols

(b) Operators shall participate in virtual American Citizen Services (ACS) and operator training provided by the Government on a bi-annual basis, or quarterly if required.

C.10 DISCLOSURE OF INFORMATION

Government-provided information is to be used solely for contract performance and shall not be disseminated or disclosed to unauthorized parties. Any breach of confidentiality may result in corrective action or termination.

C.11 PERMITS AND LICENSING

The Contractor shall obtain, at no additional cost to the Government, all permits, licenses, and authorizations required to perform services in each country of performance.

D. CONTRACT ADMINISTATIVE REQUIREMENTS AND PROCEDURES

D.1 QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP)

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

Performance Objective Performance Threshold

Performs all switchboard services set forth in the SOW, including call handling, reporting, emergency escalation, and language support.

All required services performed. No more than a complaint rate below 1 percent of total calls. Calls answered within 20 seconds or four rings. Scripts and escalation procedures consistently followed.

1. SURVEILLANCE:

The COR will receive and document all complaints from Government personnel regarding Contractor performance. The COR may transmit complaints to the Contractor for corrective action when appropriate. The COR will also review reports, system performance data, and test call results to determine compliance. Surveillance may include:

• Direct observation

• Review of reports

• Random sampling

• Test calls

• Feedback from embassy personnel

• Incident-specific investigations

2. STANDARD:

The established performance standard is that the Government receives no more than 1 percent of total call volume per month, and call response times meet the 20-second/four-ring requirement.

If the Contractor fails to meet these standards, the COR shall notify the CO. The CO may take action under FAR 52.212-4, Contract Terms and Conditions–Commercial Products and Commercial Services, or other applicable clauses.

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.

4. PERFORMANCE EVALUATION:

The Government will evaluate the Contractor’s performance holistically, considering quantitative performance thresholds as well as qualitative measures. Evaluation will include, but is not limited to:

• Compliance with all requirements of the SOW

• Meeting minimum call response times

• Maintaining complaint rates below 1 percent

• Accuracy, completeness, and timeliness of reports

• Professionalism, courtesy, and communication skills of operators

• Adherence to emergency escalation procedures

• Ability to maintain continuity of services during outages or surge conditions

• Responsiveness to COR/CO direction and corrective action requests

• System availability, VOIP functionality, and reliability of backup systems

The Government reserves the right to take corrective action when performance does not meet requirements. Corrective action may include increased monitoring, formal letters of concern, Cure

Notices, Show Cause Notices, or termination in accordance with contract terms.

D.2 TASK ORDERS UNDER MULTIPLE-AWARD IDIQ CONTRACTS

D.2.1 GENERAL

This contract is a multiple-award, firm-fixed-price, Indefinite-Delivery/Indefinite-Quantity (IDIQ) contract. All services will be ordered through individual task orders issued by the Contracting Officer.

Only the Contracting Officer is authorized to issue task orders under this contract.

Task orders shall be within the scope, within the period of performance, and within the maximum ordering value of the IDIQ.

D.2.2 TASK-ORDER COMPETITION

The pricing submitted for the Base Year under this solicitation is for the purpose of proposal evaluation and to allow the Government to issue task orders immediately upon contract award. The Base Year pricing establishes each contractor’s general pricing structure and demonstrates understanding of the requirement.

After award of the IDIQ contracts, all subsequent task orders will be issued using the procedures described in this section. These procedures apply after the Base Year proposal phase, and will govern how contractors compete for work during the life of the contract.

In accordance with FAR 16.505(b), all IDIQ awardees will be provided a fair opportunity to be considered for each task order exceeding the micro-purchase threshold (see FAR 2.101), unless a FAR

16.505(b)(2) exception applies.

For each task order after the Base Year, the Government will:

1. Issue a notice of the requirement to all IDIQ awardees.

2. Provide a clear description of the services, period of performance, and deliverables.

3. Specify the factors that will be evaluated (e.g., technical approach, staffing, past performance, price).

4. Request price quotations from all IDIQ awardees.

5. Provide a reasonable response time for submission of proposals or quotes.

6. Select the task-order awardee using a best value decision based on comparative evaluation of price. However, the Government may award to the lowest-priced quotation if it is determined to offer the best overall value based on the evaluation criteria.

Task order awards will depend on competition at the time of the requirement. A contractor may receive task orders for some participating Posts, all Posts, or none, depending on the results of each task-order competition. If a contractor does not receive any task orders, the contractor will still receive the minimum contract guarantee specified in Section A.6.

D.2.3 OPTION-YEAR TASK ORDER PRICING REQUESTS

The Government may request pricing for a task order applicable to the next option year up to 60 calendar days before the expiration of the current performance period. The Contractor shall, within 15 calendar days of receipt of a task order request, submit the required price quotation to the Contracting

Officer.

D.2.4 PRICING

Task-order pricing will be established in accordance with the pricing structure of this contract. All pricing submitted for task-order competition shall be firm-fixed-price.

The Contracting Officer will evaluate price at the task-order level for reasonableness, completeness, and consistency with the SOW.

D.3 LAWS AND REGULATIONS

Without additional expense to the Government, the Contractor shall comply with all laws, codes, ordinances, and regulations required to perform this work. If there is a conflict between the contract and requirements of local law, the Contractor shall promptly advise the Contracting Officer of the conflict and of the Contractor's proposed course of action for resolution by the Contracting Officer.

The Contractor shall comply with all local labor laws, regulations, customs and practices pertaining to labor, safety, and similar matters, unless they are inconsistent with the requirements of this contract.

D.4 INVOICES, REVIEW AND PAYMENT

The Contractor shall submit monthly invoices to the Contracting Officer Representative (COR) and to the billing office identified in the applicable task order.

A proper invoice must include the following information:

• Contractor’s name and bank account information for payments by Electric Funds Transfer (EFT).

• Invoice date and number.

• Contract number and line item number.

• A summary that identifies the applicable CLIN.

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

• Payment shall be made in the currency the contractor specified in the pricing proposal.

Advance Payment shall not be authorized under this contract.

D.5 TAX-EXEMPT NUMBER

To prevent erroneous application of U.S. sales tax on services performed within the United States for overseas U.S. diplomatic posts, the Department of State’s tax-exempt identification information is provided below. Contractors shall ensure that invoices and billing systems reflect the Department’s tax-exempt status, as applicable.

Department of State Tax Identification Number:

DOS 54-1352940

Contractors are responsible for applying this tax-exempt information when billing for services performed under this contract, in accordance with applicable federal, state, and local tax regulations.

D.6 CHANGES IN OWNERSHIP

The Contractor shall furnish the COR advance notification (90 calendar days prior to the effective date) of any disposition or the change in ownership or terms of lease of any facilities utilized by it for performance of any service under this contract.

D.7 CHOICE OF LAW

This contract shall be construed and interpreted in accordance with the substantive laws of the United

States of America. By the execution of this contract, the Contractor expressly agrees to waive any rights to invoke the jurisdiction of local national courts where this contract is performed and agrees to accept the exclusive jurisdiction of the United States Civilian Board of Contract Appeals and the United States

Court of Federal Claims for hearing and determination of any and all disputes that may arise under the

Disputes clause of this contract.

D.8 CONTRACT ADMINISTRATION DATA

All work shall be performed under the general direction of the Contracting Officer, who alone shall have the power to bind the Government and to exercise the rights, responsibilities, authorities and functions vested by the contract, except that the Contracting Officer and the Procurement Executive shall have the right to designate authorized representatives to act for the Contracting Officer, as specifically provided in the designation of that individual.

This contract will be administered as follows:

Contracting Officer:

Travis C. Keon

Contracting Officer

Deputy Director, Regional Procurement Support Office (RPSO)

Contract Administrator:

Patticha Gruenbeck

Contract Specialist

Telephone: +49 069-7535-3345

Email: GruenbeckP@state.gov

Contracting Officer’s Representative (COR):

*To be designated on award.

mailto:GruenbeckP@state.gov

SECTION II – CONTRACT CLAUSES

FAR 52.212-4 CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2023) is incorporated by reference.

FAR 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS - COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (OCT 2025) (DEVIATION FEB 2025)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan

2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations

Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115-91).

(3) 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).

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

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) (31

U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-

78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or

Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I

(Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of

2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American

Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.203-17, 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).

_X_ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020)

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

__ (6) [Reserved].

__ (7) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of

Div. C).

_X_ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct

2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (9) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of

Division R of Pub. L. 117-328).

__ (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (Dec 2023) (Pub. L. 115–390, title II).

_X_ (11) (i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec 2023)

(Pub. L. 115–390, title II).

__ (ii) Alternate I (Dec 2023) of 52.204-30.

_X_ (12) 52.209-6, Protecting the Government's Interest When Subcontracting With Contractors

Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. (Jan 2025) (31 U.S.C. 6101 note).

__ (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct

2018) (41 U.S.C. 2313).

__ (14) [Reserved].

__ (15) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022) (15 U.S.C. 657a).

__ (16) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct

2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (17) [Reserved]

__ (18) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (19) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

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

__ (20) 52.219-8, Utilization of Small Business Concerns (Jan 2025)(15 U.S.C. 637(d)(2) and (3)).

__ (21) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2025) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Jan 2025) of 52.219-9.

__ (22) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (23) 52.219-14, Limitations on Subcontracting (Oct 2022) (15 U.S.C. 657s).

__ (24) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021) (15 U.S.C. 637(d)(4)(F)(i)).

__ (25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned

Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (Feb 2024) (15 U.S.C.

657f).

__ (26) (i) 52.219-28, Postaward Small Business Program Rerepresentation (Jan 2025) (15 U.S.C.

632(a)(2)).

__ (ii) Alternate I (Mar 2020) of 52.219-28.

__ (27) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged

Women-Owned Small Business Concerns (Oct 2022) (15 U.S.C. 637(m)).

__ (28) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business

Concerns Eligible Under the Women-Owned Small Business Program (Oct 2022) (15 U.S.C. 637(m)).

__ (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C.

644(r)).

__ (30) 52.219-33, Nonmanufacturer Rule (Sep 2021) (15 U.S.C. 637(a)(17)).

__ (31) 52.222-3, Convict Labor (Jun 2003) (E.O. 11755).

__ (32) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2025)(E.O. 13126).

__ (33) [Reserved]

__ (34) [Reserved]

__ (35) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

__ (ii) Alternate I (Jul 2014) of 52.222-35.

__ (36) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).

__ (ii) Alternate I (Jul 2014) of 52.222-36.

__ (37) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

__ (38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010)

(E.O. 13496).

_X_ (39) (i) 52.222-50, Combating Trafficking in Persons (Oct 2025) (22 U.S.C. chapter 78 and E.O.

13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

_X_ (40) 52.222-54, Employment Eligibility Verification (Jan 2025) (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

__ (41) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items

(May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

__ (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential

Hydrofluorocarbons (May 2024) (42 U.S.C. 7671, et seq.).

__ (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air

Conditioners (May 2024) (42 U.S.C. 7671, et seq.).

__ (44) 52.223-20, Aerosols (May 2024) (42 U.S.C. 7671, et seq.).

__ (45) 52.223-21, Foams (May 2024) (42 U.S.C. 7671, et seq.).

__ (46) 52.223-23, Sustainable Products and Services (May 2024) (E.O. 14057, 7 U.S.C. 8102, 42

U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).

__ (47) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

__ (ii) Alternate I (Jan 2017) of 52.224-3.

__ (48) (i) 52.225-1, Buy American-Supplies (Oct 2022) (41 U.S.C. chapter 83).

__ (ii) Alternate I (Oct 2022) of 52.225-1.

__ (49) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (NOV 2023) (19 U.S.C.

3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29

(sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-

283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I [Reserved].

__ (iii) Alternate II (Jan 2025) of 52.225-3.

__ (iv) Alternate III (Feb 2024) of 52.225-3.

__ (v) Alternate IV (Oct 2022) of 52.225-3.

__ (50) 52.225-5, Trade Agreements (NOV 2023) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (51) 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).

__ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct

2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10

U.S.C. Subtitle A, Part V, Subpart G Note).

__ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42

U.S.C. 5150).

_X_ (55) 52.226-8, Encouraging Contractor Policies to Ban Text Messaging While Driving (May 2024)

(E.O. 13513).

_X_ (56) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021).

__ (57) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services

(Nov 2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

__ (58) 52.232-30, Installment Payments for Commercial Products and Commercial Services (Nov

2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

_X_ (59) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct2018)

(31 U.S.C. 3332).

__ (60) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management

(Jul 2013) (31 U.S.C. 3332).

__ (61) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

__ (62) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

_X_ (63) 52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by

American Security Drone Act-Covered Foreign Entities (Nov 2024) (Sections 1821-1826, Pub. L. 118-

31, 41 U.S.C. 3901 note prec.).

__ (64) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)).

__ (65) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) (46

U.S.C. 55305 and 10 U.S.C. 2631).

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

__ (iii) Alternate II (Nov 2021) of 52.247-64.

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

[Contracting Officer check as appropriate.]

__ (1) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41

U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment

(Multiple Year and Option Contracts) (Aug 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment

(May 2014) (29U.S.C.206 and 41 U.S.C. chapter 67).

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for

Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter

67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for

Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

__ (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).

__ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O. 13706).

__ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C.

1792).

__ (10) 52.247-69, Reporting Requirement for U.S.-Flag Air Carriers Regarding Training to Prevent

Human Trafficking (Jan 2025) (49 U.S.C. 40118(g)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller

General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement.

Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1), in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) (41 U.S.C. 3509).

(ii) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) (41 U.S.C. 4712).

(iii) 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)).

(iv) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided

(v) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance

(vi) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117-328).

(vii) (A) 52.204–30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec 2023)

(Pub. L. 115–390, title II).

(B) Alternate I (Dec 2023) of 52.204–30.

(viii) 52.219-8, Utilization of Small Business Concerns (Jan 2025) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ix) [Reserved]

(x) [Reserved]

(xi) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

(xii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).

(xiii) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

(xiv) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010)

(E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xv) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter 67).

(xvi) (A) 52.222-50, Combating Trafficking in Persons (Oct 2025) (22 U.S.C. chapter 78 and E.O.

13627).

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(xvii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for

Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter

67).

(xviii) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for

Certain Services-Requirements (May 2014) (41 U.S.C. chapter 67).

(xix) 52.222-54, Employment Eligibility Verification (Jan 2025) (E.O. 12989).

(xx) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).

(xxi) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O. 13706).

(xxii) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

(B) Alternate I (Jan 2017) of 52.224-3.

(xxiii) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct

2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10

U.S.C. Subtitle A, Part V, Subpart G Note).

(xxiv) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C.

1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxv) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) (31

U.S.C. 3903 and 10 U.S.C. 3801).