24R2007_SOL_SF30_AMD5.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

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

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83)

Prescribed by GSA

FAR (48 CFR) 53.243

The purpose of this solicitation amendment is to:

1. Update Clause Language;

2. Add Additional Clauses; and

3. Update Summary Tab formula for Attachment "24R2007_SOL_Attachment_X5_Price"

See Summary of Changes for Details.

1. CONTRACT ID CODE PAGE OF PAGES

1 11

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

16C. DATE SIGNED

BY 05-Mar-2024

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X HE125424R2007

X 9B. DATED (SEE ITEM 11)

01-Feb-2024

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer is extended, X is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN

REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

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

CONTRACT ORDER NO. IN ITEM 10A.

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

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

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

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

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

05-Mar-2024

CODE

DOD EDUCATION ACTIVITY

ATTN: PROCUREMENT DIVISION

4800 MARK CENTER DRIVE

SUITE 05F09-02

ALEXANDRIA VA 22350-1400

HE1254 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

X 1

HE125424R2007

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION SF 1449 - CONTINUATION SHEET

The following have been added by reference:

52.204-21 Basic Safeguarding of Covered Contractor Information

Systems

NOV 2021

52.212-3 Alt I Offeror Representations and Certifications--Commercial

Products and Commercial Services (NOV 2023) Alternate I

OCT 2014

52.212-5 (Dev) Contract Terms and Conditions Required to Implement

Statutes or Executive Orders--Commercial Products and

Commercial Services (Deviation 2023-O0008)

DEC 2023

252.239-7009 Representation of Use of Cloud Computing SEP 2015

252.239-7010 Cloud Computing Services JAN 2023

The following have been modified:

52.212-2 ADDENDUM – EVALUATION – COMMERCIAL ITEMS (DEC 2006)

B. EVALUATION (ADDENDA/TAILORED LANGUAGE TO FAR 52.212-2

Addendum to Paragraph (a). Paragraph (a) is changed to read as follows:

Submission of Offers.

The Government intends to award a single Firm-Fixed Price (FFP), Indefinite Delivery/Indefinite Quantity (IDIQ) contracts to the Offeror’s proposal that represents the best value to the Government. This acquisition will be conducted in accordance with FAR 12 and 13, utilizing the Best Value Tradeoff approach as outlined in FAR 13.106-

1. At the Contracting Officer’s discretion, one or more, but not necessarily all, of the evaluation procedures in FAR

15 may be used. In addition, any potential awardee will need to be deemed responsible in accordance with requirements of FAR 9.

The Government reserves the right to not consider for award, any proposal that does not adhere to the administrative requirements outlined in Addendum 52.212-1 Instruction to Offerors. By submission of its proposal, the Offeror agrees to all solicitation requirements, including terms and conditions, representations and certifications, and staffing approach requirements. Failure to meet a requirement may result in a proposal being determined unacceptable for award.

The Government intends to award without discussions. Therefore, the Offeror’s initial proposal should contain the

Offeror’s best approach/terms for all evaluation factors (staffing approach, past performance and price). However, despite this intent, the Government reserves the right to conduct discussions if the Contracting Officer determines it to be necessary. As noted in the Addendum to FAR 52.212-1, failure to follow the instruction to Offerors, and any other administrative requirements provided in Addendum to FAR 52.212-1 may result in removal of the proposal from further evaluation.

To make the best value award decision, the Government will evaluate the following three (3) Factors and associated

Subfactors for each proposal using the Best Value Tradeoff process defined in FAR 15.101-1.

1. Factor 1-Staffing Approach

Subfactor 1 - Personnel List Subfactor 2 – Personnel Action Plan

2. Factor 2-Past Performance

3. Factor 3-Price

The relative importance of the evaluation factors is as follows: Staffing Approach (Factor 1) is of equal importance as Past Performance (Factor 2). Staffing Approach (Factor 1) and Past Performance (Factor 2), when combined, are more important than Price (Factor 3). All Staffing Approach (Factor 1) Subfactors are of equal importance. The complete evaluation criteria are outlined below:

Evaluation Factors:

Factor 1: Staffing Approach

Subfactor 1 – Personnel List

The Government will evaluate the Offeror’s completed Attachments X2 “Personnel” to ensure it will meet or exceed the requirements specified in the Evaluation Factors

To receive an acceptable rating, the Offeror’s proposal shall meet the following criteria:

• Complete Attachments X2 “Personnel.”

• Propose any qualified employees that will be available to sufficiently cover all the routes in Attachment X1 by 01 August 2024.

Note: The Offeror does not need to have all employees hired and readily available at the time of solicitation. If the proposed personnel are not readily available at the time of the solicitation, the Offeror is to provide an anticipated start date for the personnel. For personnel who have not been identified by name, enter “Unknown” and fill out the corresponding row of Attachment X2-Personnel if the personnel is not available at the time of solicitation, but will be available by 01 August 2024.

Any area identified above that is not addressed will automatically be given a deficiency. The Offeror will need to complete all required fields in Attachment X2, as indicated above. Failure to complete all required fields will result in a deficiency. For personnel that are not identified at time of solicitation, enter “Unknown” and fill out the corresponding row of Attachment X2 – Personnel if that personnel are not available at the time of solicitation, but will be available by 01 August 2024.

The Government will evaluate to determine if the following criteria were met for all proposed personnel:

Drivers

▪ Minimum age requirement (as per Host Nation requirement)

▪ Speaks, reads, and writes in the Host Nation language

▪ Appropriate Driver’s License Class

Contract Manager and Alternate Contract Manager

▪ Speaks, reads, and writes in the Host Nation and English languages

▪ Meets minimum requirements of PWS 2.1.1.

The additional credentials listed below may be considered strengths by the Government.

1. Required training is completed per PWS at the time of submission of proposals

2. Holds Installation Access to the destination listed in the PWS from previous contracts and continues to hold installation access at the time of submission of proposals

3. Background checks in accordance with the PWS completed at the time of submission of proposals

NOTE: An Offeror will not receive a deficiency rating for not having the additional credentials listed above at the time of submission of proposals. However, any indication that an offeror’s proposed personnel will not have the required credentials by 01 August 2024 will receive a deficiency in the offeror’s proposal. The evaluator will use

Attachments X2 “Personnel” to assess if the total number of acceptable personnel listsed on Tab “Personnel List” are sufficient to cover the routes in Attachment X1 “Route List.”

Subfactor 2 – Personnel Action Plan

For the Personnel Action Plan, the Government will evaluate the Offeror’s proposed recruitment and retention approach and how the Offeror develops a strategy to mitigate potential driver personnel risk to perform the PWS requirements. At a minimum, the Offeror shall address how they will:

• Recruit for the driver personnel.

• Plan to backfill driver personnel in performance of the contract to ensure uninterrupted services

• Plan for retaining qualified and skilled driver personnel (e.g., compensation, bonuses, recognition, awards, career development programs, etc.)

If an Offeror has one or more deficiencies in their rating, the Government maintains the right to rate the proposal as unacceptable. However, if the Government chooses to enter discussions, an Offeror may be given the opportunity to address any deficiency.

Factor 1 and all Subfactors will be rated in accordance with the following Adjective Rating Method:

Combined Staffing Apporach/Risk Rating Method

Adjectival Rating Description

Outstanding

Proposal demonstrates an exceptional approach and understanding of the requirements and contains multiple strengths and/or at least one significant strength, and risk of unsuccessful performance is low

Good

Proposal indicates a thorough approach and understanding of the requirements and contains at least one strength or significant strength, and risk of unsuccessful performance is low to moderate.

Acceptable

Proposal meets requirements and indicates an adequate approach and understanding of the requirements, and risk of unsuccessful performance is no worse than moderate.

Marginal

Proposal has not demonstrated an adequate approach and understanding of the requirements, and/or risk of unsuccessful performance is high.

Unacceptable

Proposal does not meet requirements of the solicitation and, thus, contains one or more deficiencies and is unawardable, and/or risk of performance is unacceptably high.

A rating of “Unacceptable” or “Marginal” for any Subfactor will result in the proposal being deemed

Unacceptable and not eligible for contract award.

Factor 2: Past Performance.

Past Performance will be evaluated as a measure of the government’s confidence in the Offeror’s ability to successfully perform based on previous and current contracts. The past performance evaluation considers each

Offeror’s demonstrated recent and relevant record of performance in providing services that meet the contract’s requirements. The Government will evaluate the information collected to include, but is not limited to, responses received from the attached Past Performance Questionnaire (PPQ) and the Past Performance Proposal, Attachment 3

– Volume II – Past Performance, to evaluate the quality of the Offeror’s overall record of recent and relevant past performance.

A performance confidence assessment rating will be assigned to each Offeror after reviewing recent and relevant past performance information. A performance confidence rating will be based on the following rating method:

Performance Confidence Assessment

Adjectival Rating Description

Substantial Confidence Based on the offeror’s recent/relevant performance record, the Government has a high expectation that the offeror will successfully perform the required effort.

Satisfactory Confidence Based on the offeror’s recent/relevant performance record, the Government has a reasonable expectation that the offeror will successfully perform the required effort.

Neutral Confidence No recent/relevant performance record is available, or the offeror’s performance record is so sparse that no meaningful confidence assessment rating can be reasonably assigned. The offeror may not be evaluated favorably or unfavorably on the factor of past performance.

Limited Confidence Based on the offeror’s recent/relevant performance record, the Government has a low expectation that the offeror will successfully perform the required effort.

No Confidence Based on the offeror’s recent/relevant performance record, the Government has no expectation that the offeror will be able to successfully perform the required effort.

In assessing the Offeror’s probability of meeting the solicitation requirements, the Offeror’s evaluation and Overall

Rating of Recency, Relevancy and Quality of the Offeror’s Past Performance will be based on the following ratings methods:

Recency Assessment. An assessment of the past performance information will be made to evaluate if it is recent according to the following:

Past Performance Recency Ratings

Adjectival Rating Description

Recent The effort must be ongoing or must have been completed within the last three (3) years by the closing date and time of this solicitation.

Not Recent The effort has been completed for more than three (3) years by the closing date and time of this solicitation.

Relevancy Assessment. The Government will evaluate how relevant the effort accomplished by the Offeror is to the effort to be acquired through the solicitation. The Government is not bound by the Offeror’s assessment of relevancy. To be relevant, the Offeror must demonstrate that their performance involved similar scope, magnitude of effort, and complexities this solicitation requires.

Scope: Refers to the type of work performed in the Offeror’s past performance reference when compared to the type of work required in this solicitation. The type of work required is for student transportation services.

Magnitude of effort: Refers to the size (e.g., dollar amount, personnel) of an Offeror’s past performance reference.

The Offeror’s past performance reference will be compared to the Government’s estimated amount to perform the work required in the PWS.

Complexity: Refers to the level of complication of an Offeror’s past performance reference. The level of complexity will be compared to the Government’s estimated complexity level. The following factors may be considered for each past performance reference to evaluate whether each reference is similar in complexity.

1. Transporting pre-kindergarten through high school grade children from their designated bus stops to and from school in the Japanese school districts.

2. Transporting a special needs student with a Safety Aide and providing an appropriate vehicle for special needs students from their designated stop to their school, and vice versa.

3. Providing Safety Aide and/or Safety Attendant services on the school bus during runs.

4. Appropriately managing personnel and vehicles (i.e., Responsiveness to deficiencies and performance issues and making timely corrections. Taking a proactive approach when known performance issues may hinder mission requirements).

5. Responding to incidents and accidents in regard to transporting students on the bus.

6. Maintaining vehicles in accordance with host nation and contractual requirements.

7. Providing, tracking, and reporting required training.

8. Providing timely and accurate reports and other contract deliverables.

9. Effectively communicating with all stakeholders. Communicating issues as necessary to ensure all stakeholders were informed.

Relevancy will be rated in accordance with the following Rating method:

Past Performance Relevancy

Adjectival Rating Description

Very Relevant Present/past performance effort involved essentially the same scope and magnitude of effort and complexities this solicitation requires.

Relevant Present/past performance effort involved similar scope and magnitude of effort and complexities this solicitation requires.

Somewhat Relevant Present/past performance effort involved some of the scope and magnitude of effort and complexities this solicitation requires.

Not Relevant Present/past performance effort involved little or none of the scope and magnitude of effort and complexities this solicitation requires.

Quality Assessment. The Government will review all past performance information collected and evaluate the quality of the offeror’s performance, general trends, and usefulness of the information and incorporate these into the performance confidence assessment.

The government will consider past performance in the aggregate in addition to an individual contract basis when assigning a confidence rating. In addition to past performance information submitted by the contractor, past performance information may be obtained from Contract Performance Assessment Reporting System (CPARS), Federal Award Performance and Integrity Information System (FAPIIS), Electronic Subcontract Reporting System

(eSRS), or other databases; the Defense Contract Management Agency (DCMA); and interviews with Program

Manager, Contracting Officers, or other sources known to the government.

In evaluating past performance, the Government reserves the right to give greater consideration to information on those individual contracts deemed most relevant to the effort described in this solicitation. The Government also reserves the right to give greater consideration to an individual Offeror’s past performance information rather than the combined past performance information of an Offeror and its associates using teaming arrangements.

Offerors without a record of relevant past performance or for whom information on past performance is not available or is so sparse that a past performance rating cannot be reasonably assigned will not be evaluated favorably or unfavorably on past performance and as a result, will receive a “Neutral” rating for the Past Performance factor.

However, the Government reserves the right to evaluate that a “Substantial Confidence” or “Satisfactory

Confidence” past performance rating is worth more than a “Neutral Confidence” past performance rating in a best value tradeoff.

If the Government chooses to conduct negotiations, Offerors in the competitive range will be provided with an opportunity to address any adverse past performance information not previously addressed. Adverse past performance is defined as past performance information which supports a less than satisfactory rating on any evaluation aspect or any unfavorable comments received from sources without a formal rating system.

The Government may reject a proposal if it is found that the Offeror deleted, misrepresented, or withheld any information that might have a negative impact on its past performance record.

Factor 3: Price. This factor will not be assigned a rating. However, the Offeror’s proposal, using Attachment X5 and the Offeror’s price proposal narrative, will be evaluated to determine if it is fair and reasonable in accordance with the techniques and procedures stated in FAR 15.404-1. The Government will use the Offeror’s proposal narrative as part of their best value trade-off determination.

In addition, the Government reserves the right to conduct a Price Realism analysis to evaluate whether a low-price was offered due to a lack of understanding, or to assess the inherent risk of the Offeror’s low-priced proposal. If the

Price Realism analysis reveals that the low-priced offer was caused by a lack of understanding or the inherent risk of the low-priced offer is deemed too great, a proposal can be rejected.

(b) Addendum to Paragraph (b). Paragraph (b) is changed to read as follows:

Evaluation of Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the base period. The Offeror shall submit pricing for the base period and all option periods. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

To account for the option period(s) possible under FAR 52.217-8 (maximum six months) Option to Extend Services, the Government has provided a table within Attachment X5, labeled “FAR 52.217-8 Option to Extend

Services.” The Offeror shall provide a Unit Price for each CLIN Description. If the Government decides to exercise the option under FAR 52.217-8 in an option period other than the fourth (4), then the rate proposed for the last option year performance was completed will be used.

(End of Addendum to FAR 52.212-2)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEVIATION 2023-

O0008) (DEC 2023)

(a) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph

(a) 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 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.

(b)(1) Notwithstanding the requirements of any other clauses of this contract, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (b)(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 (NOV 2023)

(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 by

Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

(v) 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).

(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 (SEP 2023) (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) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

(x) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

(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 (NOV 2021) (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 (MAY 2022) (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, 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). Flow down required in accordance with paragraph (c) of 52.232–40.

(xxvi) 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). Flow down required in accordance with paragraph (d) of FAR clause 52.247–64.

(2) While not required, the Contractor may include in its subcontracts for commercial products and commercial services a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of clause)

52.212-4 ADDENDUM – CONTRACTS TERMS AND CONDITIONS - - COMMERCIAL ITEMS (NOV 2023)

Text in paragraph (c) is deleted and replaced with the following:

Changes in terms and conditions of this contract may be made only by written agreement of the parties with the exception of certain changes such as administrative changes including changes in paying office, appropriation data, etc. authorized by the Federal Acquisition Regulation and its supplements that may be made unilaterally by the

Contracting Officer (for a complete list of changes that may be made unilaterally, see FAR 43.103(b)).

CONSENT TO UNILATERAL MODIFICATION OF QUANTITIES ORDERED

(a) This paragraph is an addendum to FAR 52.212-4.

(b) The Contractor agrees that, after final payment has been made, the Government may unilaterally adjust the final quantities ordered to reflect the actual services and/or goods delivered and accepted for each task or delivery order issued under this contract.

(c) In accordance with FAR 4.804-3, the paying office shall close the contract file upon issuance of the final payment voucher. No contract modification will be issued to de-obligate the excess funds.

(d) This contract is a type of indefinite-delivery contract (e.g., indefinite-delivery indefinite-quantity, requirements), and this paragraph applies to each task or delivery order issued under the contract.

(e) This paragraph shall be deemed to be written agreement of the parties as contemplated by the changes paragraph of the Contract Terms And Conditions – Commercial Items clause of this contract (FAR 52.212-4(c)).

DAMAGES TO BUSES

(a) This paragraph is an addendum to FAR 52.212-4.

(b) The contractor is responsible for the cost of repairs for any and all damages caused by DoDEA students. The

Government is not liable for any damages caused by DoDEA students. The Government will not reimburse the contractor for costs resulting from any such actions.

(End of Addendum to FAR 52.212-4)

The following were previously included by reference and are now included by full text:

252.222-7002 COMPLIANCE WITH LOCAL LABOR LAWS (OVERSEAS) (JUN 1997)

(a) The Contractor shall comply with all—

(1) Local laws, regulations, and labor union agreements governing work hours; and

(2) Labor regulations including collective bargaining agreements, workers' compensation, working conditions, fringe benefits, and labor standards or labor contract matters.

(b) The Contractor indemnifies and holds harmless the United States Government from all claims arising out of the requirements of this clause. This indemnity includes the Contractor's obligation to handle and settle, without cost to the United States Government, any claims or litigation concerning allegations that the Contractor or the United

States Government, or both, have not fully complied with local labor laws or regulations relating to the performance of work required by this contract.

(c) Notwithstanding paragraph (b) of this clause, consistent with paragraphs 31.205-15(a) and 31.205-47(d) of the

Federal Acquisition Regulation, the Contractor will be reimbursed for the costs of all fines, penalties, and reasonable litigation expenses incurred as a result of compliance with specific contract terms and conditions or written instructions from the Contracting officer.

252.225-7043 ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE CONTRACTORS

OUTSIDE THE UNITED STATES (JUN 2015)

(a) Definition. United States, as used in this clause, means, the 50 States, the District of Columbia, and outlying areas.

(b) Except as provided in paragraph (c) of this clause, the Contractor and its subcontractors, if performing or traveling outside the United States under this contract, shall--

(1) Affiliate with the Overseas Security Advisory Council, if the Contractor or subcontractor is a U.S. entity;

(2) Ensure that Contractor and subcontractor personnel who are U.S. nationals and are in-country on a non-transitory basis, register with the U.S. Embassy, and that Contractor and subcontractor personnel who are third country nationals comply with any security related requirements of the Embassy of their nationality;

(3) Provide, to Contractor and subcontractor personnel, antiterrorism/force protection awareness information commensurate with that which the Department of Defense (DoD) provides to its military and civilian personnel and their families, to the extent such information can be made available prior to travel outside the United States; and

(4) Obtain and comply with the most current antiterrorism/force protection guidance for Contractor and subcontractor personnel.

(c) The requirements of this clause do not apply to any subcontractor that is--

(1) A foreign government;

(2) A representative of a foreign government; or

(3) A foreign corporation wholly owned by a foreign government.

(d) Information and guidance pertaining to DoD antiterrorism/force protection can be obtained from [ ___

Contracting Officer to insert applicable information cited in PGI 225.372-1].

(End of Summary of Changes)