USAGM 951700-24-R-0018 Voice TN.pdf

Document Number: 951700-24-R-0018 Page 1 of 48

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30

1. REQUISITION NUMBER

I504-24-IQ-00001

PAGE 1 OF

5. SOLICITATION NUMBER

951700-24-R-0018

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

04/08/2024

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME See Text

b. TELEPHONE NUMBER (No collect calls) 8. OFFER DUE DATE / LOCAL

TIME

04/19/2024

02:00 ET

CODE 951700

United States Agency for Global Media

Office Of Contracts

330 Independence Avenue SW

Cohen Building, Room 4360

Washington, DC 20237

9. ISSUED BY UNRESTRICTED OR X SET ASIDE: 100.00 % FOR

X SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS: 611430

SIZE STANDARD:

10. THE ACQUISITION IS

SEE

SCHEDULE

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED 0 Days: 0.00 %

0 Days: 0.00 % 0 Days: 0.00 %

0 Days: 0.00 %

12. DISCOUNT TERMS

13a. THIS CONTRACT IS

RATED ORDER UNDER DPAS

(15 CFR 700)

13b. RATING

RFQ IFB X RFP

14. METHOD OF SOLICITATION

BBGCODE15. DELIVER TO

Office of Workforce Support and Development 330 Independence Ave SW Washington, DC 20237

CODE 95170016. ADMINISTERED BY

United States Agency for Global Media Office Of Contracts 330 Independence Avenue SW Cohen Building, Room 4360 Washington, DC 20237

PRGM_MISC FACILITY

CODE

CODE

Telephone No.

17a. CONTRACTOR/

OFFEROR

PROGRAM SUPPORT MISC VENDOR

MISC/BLANK

951700CODE18a. PAYMENT WILL BE MADE BY

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER X SEE ADDENDUM

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS

CHECKED

19. ITEM NO. 20. SCHEDULE OF SUPPLIES/SERVICES

(Use Reverse and/or Attach Additional Sheets as Necessary)

21. QUANTITY 22. UNIT 23. UNIT PRICE 24. AMOUNT

In accordance with the IPP clause; ELECTRONIC INVOICING AND

PAYMENT REQUIREMENTS - INVOICE PROCESSING PLATFORM (IPP)

(JAN 2016)

25. ACCOUNTING AND APPROPRIATION DATA

See Line Item Detail

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

X 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE X ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REF. _____________________________ OFFER

DATED _________________ . YOUR OFFER ON SOLICITATION (BLOCK 5)

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN,

IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF THE CONTRACTING OFFICER (TYPE OR PRINT)

Charles B. Hill

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 02/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

Document Number: 951700-24-R-0018 Page 2 of 48

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 02/2012) BACK

Document Number: 951700-24-R-0018 Page 3 of 48

Table of Contents

Section Description Page Number

1 Continuation Sheet

BPA-001 BLANKET PURCHASE AGREEMENT (BPA)

C-001 STATEMENT OF WORK

2 Contract Clauses 52.252-2 Clauses Incorporated by Reference (Feb 1998) 52.204-2 Security Requirements (Mar 2021) 1952.232-91 Electronic Invoicing and Payment Requirements - Invoice Payment Platform (IPP) (April 2016) 52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (Nov 2023) 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders- Commercial Products and Commercial Services (Feb 2024) 52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) 252.223-7999 (Dev) Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors (Deviation 2021-O0009) (Oct 2021) 52.204-12 Unique Entity Identifier Maintenance (Oct 2016) 52.243-1 Changes-Fixed-Price (Aug 1987)

3 Documents, Exhibits, or Attachments

G-001 ORDERING PROCEDURES

G-002 CONTRACT ADMINISTRATION DATA

4 Solicitation Provisions 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998) 52.214-35 Submission of Offers in U.S. Currency (Apr 1991) 52.212-2 Evaluation-Commercial Products and Commercial Services (Nov 2021) 52.204-8 Annual Representations and Certifications (Feb 2024) 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021) 52.212-1 Instructions to Offerors-Commercial Products and Commercial Services (Sep 2023) 52.233-2 Service of Protest (Sept 2006) 52.212-3 Offeror Representations and Certifications-Commercial Products and Commercial Services (Feb 2024)

L-001 PROPOSAL INSTRUCTIONS

L-002 EVALUATION CRITERIA

Document Number: 951700-24-R-0018 Page 4 of 48

Section 1 - Continuation Sheet

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

1 Services

Firm Fixed Price

PSC:

1.000000 SV

Period of Performance: 04/29/2024 - 04/28/2025

Description: Task 1: One-on-one coaching sessions The Contractor shall provide all necessary management, supervision, labor and supporting material required to successfully perform Customized Voice training services in accordance with the Statement of Work (SOW) and other areas of the solicitation.

BASE PERIOD - 12 MONTHS

Reference Line: I504-24-IQ-00001 - 1

Pricing Options: Base

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

2 Services

Firm Fixed Price

PSC:

1.000000 SV

Period of Performance: 04/29/2024 - 04/28/2025

Description: Task 2: Small group sessions/workshops The Contractor shall provide all necessary management, supervision, labor and supporting material required to successfully perform Customized Voice training services in accordance with the Statement of Work (SOW) and other areas of the solicitation.

BASE PERIOD - 12 MONTHS

Reference Line: I504-24-IQ-00001 - 1

Pricing Options: Base

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

3 Services

Firm Fixed Price

PSC:

1.000000 SV

Period of Performance: 04/29/2024 - 04/28/2025

Description: Task 3: Training plan The Contractor shall provide all necessary management, supervision, labor and supporting material required to successfully perform Customized Voice training services in accordance with the Statement of Work (SOW) and other areas of the solicitation.

BASE PERIOD - 12 MONTHS

Reference Line: I504-24-IQ-00001 - 1

Document Number: 951700-24-R-0018 Page 5 of 48

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

Pricing Options: Base

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

1001 Services

Firm Fixed Price

PSC:

1.000000 SV

Period of Performance: 04/29/2025 - 04/28/2026

Description: Task 1: One-on-one coaching sessions The Contractor shall provide all necessary management, supervision, labor and supporting material required to successfully perform Customized Voice training services in accordance with the Statement of Work (SOW) and other areas of the solicitation.

OPTION PERIOD 1 - 12 MONTHS

Reference Line: I504-24-IQ-00001 - 1

Pricing Options: Option

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

1002 Services

Firm Fixed Price

PSC:

1.000000 SV

Period of Performance: 04/29/2025 - 04/28/2026

Description: Task 2: Small group sessions/workshops The Contractor shall provide all necessary management, supervision, labor and supporting material required to successfully perform Customized Voice training services in accordance with the Statement of Work (SOW) and other areas of the solicitation.

OPTION PERIOD 1 - 12 MONTHS

Reference Line: I504-24-IQ-00001 - 1

Pricing Options: Option

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

1003 Services

Firm Fixed Price

PSC:

1.000000 SV

Period of Performance: 04/29/2025 - 04/28/2026

Description: Task 3: Training plan The Contractor shall provide all necessary management, supervision, labor and supporting material required to successfully perform Customized Voice training services in accordance with the Statement of Work (SOW) and other areas of the solicitation.

OPTION PERIOD 1 - 12 MONTHS

Reference Line: I504-24-IQ-00001 - 1

Document Number: 951700-24-R-0018 Page 6 of 48

Number Supplies or Services Qty Unit Unit Price Total (Inc. disc., tax, and fees)

Pricing Options: Option

BPA-001 BLANKET PURCHASE AGREEMENT (BPA)

UNITED STATES AGENCY FOR GLOBAL MEDIA (USAGM)

BLANKET PURCHASE AGREEMENT

The following terms and conditions are applicable to this Blanket Purchase Agreement (BPA). All Call Orders placed against this BPA are subject to the terms and conditions of this BPA:

C-001 STATEMENT OF WORK

STATEMENT OF WORK (SOW)

CUSTOMIZED VOICE COACHING FOR BROADCASTERS

C.1 Introduction

The United States Agency for Global Media (USAGM) and the Voice of America (VOA) provides news and information in 48 languages to a measured weekly audience of more than 326 million people around the world.

For over 80 years, VOA journalists have told American stories and supplied content that many people cannot get locally: objective news and information about the US, their region, and the world. VOA uses devices and platforms to target markets and connect audiences on five continents. VOA uses digital, web, and mobile media to engage viewers, and listeners. VOA broadcasts by means of radio and television to approximately 3,500 affiliates and satellite transmissions, to reach countries where free speech is banned or where civil society is under threat.

C.2 Scope of Work

USAGM’s Office of Workforce Support and Development (OMS/WSD) is seeking a qualified Contractor to provide customized voice coaching for broadcasters at USAGM’s Washington, D.C., headquarters, occasionally at the Office of Cuban Broadcasting (OCB) headquarters in Miami, Florida, and at Voice of America’s New York City Bureau.

OMS/WSD requires a Contractor to conduct voice, on-air presentation coaching and group workshops on professional voicing and on-air presentation skills. The Contractor must provide customized one-on-one and group training for Voice of America (VOA), OCB radio and television broadcasters. USAGM requires that the courses are developed and presented by coaches with recent, relevant experience in conducting training to a major multiplatform news media organization, preferably at the national or international level.

C.3 Training Objectives

USAGM OMS/WSD seeks to enhance the skills and capabilities of its workforce by procuring training and course development services. The training will be targeted towards, but not limited to, broadcasters, anchors, program hosts and reporters, ensuring they are equipped with the necessary knowledge and expertise to produce news stories efficiently and effectively. As courses are developed, USAGM’s objective is to enhance its workforce’s professional development through training.

This training is intended to assure that the agency provides professional, authoritative, and engaging presentations which include:

1. Effective communication skills beyond simple announcing.

2. Proper enunciation and delivery to reach broad audiences.

Document Number: 951700-24-R-0018 Page 7 of 48

3. Appropriate emphasis and presentation depending on the media platform.

4. Effective storytelling.

5. Making the best of use of vocal cords and lanyx.

The Contractor shall analyze each participant's on-camera presence to determine if they have problems with or need to improve their appearance. The Contractor shall evaluate the participant's recordings, provide constructive feedback and recommendations for improvement. The Contractor shall coach the participant on how to improve their deficiencies and maximize their best on-air presentation abilities.

The Contractor shall provide the participant with exercises and routines that will assist the participant in improving their on-camera presence. Training must be organized to support customized individual broadcaster sessions (either 30 or/up to 60 minutes) to provide maximum flexibility and the most relevant information. The Contractor shall also provide handouts and other material that the participant may use for future reference.

C.3 General Requirements and Information

The Contractor shall supply all personnel, handout materials, equipment, and transportation required to perform work described herein to include:

1. The Contractor must design, implement, and evaluate small group training workshops and one-on-one coaching sessions for international broadcasters to enhance voice and on-air presentation skills.

2. The Contractor must pass a background security investigation and USAGM's security clearance process.

3. Courses are to be taught in 30-minute to one-hour blocks.

4. The expected average class size is one or two participants, unless otherwise specified to assure effective learning experiences.

5. The Contractor must be willing to customize the training based on feedback from the Contracting Officer

Representative (COR) and due to emerging trends and new equipment within the industry.

C.4 Equipment

Required equipment varies greatly. Broadcasters generally have the equipment necessary to perform their duties. Equipment needs for a class should be discussed with the Contracting Officer Representative (COR) prior to a class to assure participants and instructors are properly equipped. The Contractor is expected to provide portable equipment necessary for demonstration and teaching purposes.

C.5 Travel

USAGM does not provide instructor lodging, parking at the facility, transportation to and from the facility, or other miscellaneous expenses incurred by the instructor.

C.6 Tasks

Task 1: Design, implement and evaluate one-on-one coaching sessions on broadcast voicing.

The Contractor shall design and provide one-on-one coaching sessions with broadcasters. These sessions shall focus on improving on-air presentation skills. Emphasis shall be placed on effectively using the voice in broadcast presentations. Each session shall last no longer than 1 hour. The Contractor shall analyze each participant's vocal ability to determine if they have problems with or need to improve their vocal abilities.

The Contractor shall review participant's audio and videotapes and critique them with the participant. The Contractor shall coach the participant on how to improve their deficiencies and maximize their best qualities in on-air presentation.

After evaluating the areas of improvement that are needed, the Contractor shall provide the participant with exercises and routines that will assist the participant in improving their vocal abilities. The Contractor shall

Document Number: 951700-24-R-0018 Page 8 of 48 also provide handouts and other material that the participant may use for future reference. When needed, the Contractor shall also provide one-on-one coaching sessions on how to look professional on television. Such coaching shall address how to appear as a news reporter or anchor, talk show host, or other on-air talent. Topics to be addressed shall include make-up, hairstyles, body movement and overall appearance on the set.

Task 2: Design, implement and evaluate small group sessions/workshops about on-air presentation and appearance.

The Contractor shall design and conduct workshops with small groups of broadcasters. These workshops shall not exceed 1 hour. Workshops should include hands-on lessons or practice sessions. Each workshop shall have no more than 15 participants. The purpose of such workshops shall be to provide groups of broadcasters with information that will help them enhance their on-air capabilities. Typical workshops shall focus on different approaches to vocal expressiveness. Sessions shall cover a technical approach for effectively reading news scripts. The workshops shall deal with interpersonal communication approaches, focusing on the listener, and gaining conversational style. Individual vocal evaluation, vocal health and individually designed vocal exercises shall be included in this training. A typical workshop shall provide information and exercises on how to enhance vocal abilities and improve on-camera appearance. As a follow up to the workshop, the Contractor shall provide one-on-one sessions to workshop participants as needed and requested by the Training and Development Division.

Task 3: Prepare and present a training plan on the progress of the one-on-one sessions and small group workshops.

The Contractor shall prepare an overall training plan for the training services provided. The plan shall include how the Contractor shall provide group and one-on-one sessions/workshops. The plan shall outline how international broadcasters will learn to improve their on-air delivery skills. Required training sessions shall be prepared for COR review and concurrence in advance and meet the following stated requirements:

1. Cover the topics consistent with broadcast standards.

2. Sessions shall focus on on-air performance.

3. Sessions shall include handouts and other materials that participants can use for future reference.

C.7 Place of Performance

Courses are taught primarily in Washington, D.C., USAGM headquarters and occasionally in Office of Cuban Broadcasting (OCB) headquarters in Miami, Florida, and the New York City Bureau.

Classes must occur during regular business hours (i.e., 8:00 AM – 5:00 PM) unless otherwise executed by a modification approved by the Contracting Officer.

The Washington DC location is:

330 C Street, SW Washington, District of Columbia 20237

The OCB location is:

4201 NW 77th Avenue Miami, FL 33166

The New York City Bureau location is:

Voice of America 26 Federal Plaza New York, NY 10278

C.8 Period of Performance

Document Number: 951700-24-R-0018 Page 9 of 48

The period of performance is five (5) years from the date of award, with five ordering periods of one (1) year each, as follows:

Ordering Period One: (TBD) Ordering Period Two: (TBD) Ordering Period Three: (TBD) Ordering Period Four: (TBD) Ordering Period Five (TBD)

C.9 Deliverables

The following items shall be prepared and submitted in accordance with each specified requirement below:

Required Deliverable

Description Frequency Method of Delivery Approval

Draft Report Format The Contractor shall provide a draft report for COR review and recommended changes. After the requested changes have been made to the report format, the COR will approve the report format for use.

Within two weeks after award

Email COR

Student Attendance Report

The Contractor shall provide a report documenting walk-in and/no-shows of scheduled to attend one-on-one and small group training sessions.

Monthly Email COR

Assessment Summary Report

The Contractor shall provide detailed reports on the evaluation of each training course, including participant feedback, assessment results, and recommendations for improvement.

Within five (5) business days, after the completion of each training course.

Email COR

Adhoc Reports/ Request for information

The Contractor shall submit an Ad Hoc Report with activities performed as requested by, and at the direction of the

COR.

Within two (2) business days, after receipt of the request.

Email COR

Document Number: 951700-24-R-0018 Page 10 of 48

Quarterly Status Report

Using the approved report format, the quarterly progress report shall state the progress made, difficulties encountered during the reporting period and remedial action taken.

Within ten days after each quarter

Email COR

C.10 Contractor Personnel

The Contractor shall provide skilled personnel/trainers together with a Lead Training Instructor/Program Manager to successfully meet the requirements stated herein. Minimum qualifications and typical duties of required personnel are defined in the paragraphs below. All Personnel shall meet the minimum requirements as specified herein.

• Trained and experienced in successfully providing customized voice sessions, for both one-on-one and groups of up to 15 attendees.

• Ability to provide collaborative training in cross-functional and across multiple government agencies.

• Qualified in developing, implementing, and leading training programs (to include providing all required technology, equipment, and training materials/handouts) for large scale organizations involving in-person training, and other innovative delivery methods.

• Superior verbal and written communication skills.

• Superior time management and organizational skills.

• Proficiency in office automation technologies to include Microsoft Office and MS Project

C.10.1 Lead Training Instructor / Program Manager (Key)

Serves as a primary point of contact to the COR. This position is responsible for developing and directing others in the planning and delivery of required training services (one-on-one and group sessions). In this role, ensures new training concepts and courses are developed and implemented. Develops solutions to unusually complex problems which impact organization objectives. Expert in the use of relevant analytical, methodological, and management tools needed to organize, perform, and deliver the services being provided including training resources and customer service. Ensures all required training, materials and deliverables are met in an efficient, accurate and timely manner. Demonstrates superior written and oral communication skills.

C.11 Contracting Officer Representative (COR)

The development and delivery of the training shall be coordinated with the Contracting Officer Representative (COR). The COR will monitor all performance and deliverables.

PERIOD OF PERFORMANCE

ITEM START END

1 04/29/2024 04/28/2025

2 04/29/2024 04/28/2025

3 04/29/2024 04/28/2025

1001 04/29/2025 04/28/2026

1002 04/29/2025 04/28/2026

1003 04/29/2025 04/28/2026

Document Number: 951700-24-R-0018 Page 11 of 48

Section 2 - Contract Clauses

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]

(End of clause) Clause Title Fill-ins

52.204-2 Security Requirements (Mar 2021)

1952.232-91 Electronic Invoicing and Payment Requirements - Invoice Payment Platform (IPP) (April 2016)

Payment requests for all new awards must be submitted electronically through the U. S. Department of the Treasury's Invoice Payment Program (IPP).

"Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in FAR 32.905(b), "Payment documentation and process" and the applicable Prompt Payment clause included in this contract. The IPP website address is:https://www.ipp.gov.

Under this contract, the following documents are required to be submitted as an attachment to the IPP invoice (CO to edit and include the documentation required under this contract):

The Contractor must follow the instructions on the attached Electronic Invoicing Advisory to enroll, access and use IPP for submitting requests for payment.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the contracting officer.

(End of Clause)

52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services (Nov 2023)

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

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

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

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

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

Document Number: 951700-24-R-0018 Page 12 of 48

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence 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.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include--

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer--System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer--Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

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

Document Number: 951700-24-R-0018 Page 13 of 48

(i) Payment.--

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

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

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if--

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

Document Number: 951700-24-R-0018 Page 14 of 48

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work 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 the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

Document Number: 951700-24-R-0018 Page 15 of 48

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations

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

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

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

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

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

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

(End of clause)

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Products and Commercial Services (Feb 2024)

(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).

Document Number: 951700-24-R-0018 Page 16 of 48

(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).

X (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).

__ (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].

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

__ (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).

__ (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, or Proposed for Debarment. (Nov 2021) (31 U.S.C. 6101 note).

X (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).

Document Number: 951700-24-R-0018 Page 17 of 48

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

X (20) 52.219-8, Utilization of Small Business Concerns (Feb 2024) (15 U.S.C. 637(d)(2) and (3)).

__ (21)(i) 52.219-9, Small Business Subcontracting Plan (Sep 2023) (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 (Sep 2023) 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, Post-Award Small Business Program Rerepresentation (Feb 2024) (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. 657s).

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

__ (32) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (Feb 2024) (E.O. 13126).

X (33) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

X (34)(i) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

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

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

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

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

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

Document Number: 951700-24-R-0018 Page 18 of 48

__ (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 (Nov 2021) (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).

__ (40) 52.222-54, Employment Eligibility Verification (May 2022). (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 (Jun 2016) (E.O. 13693).

__ (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O.

13693).

__ (44)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (45)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-14.

X (46) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) (42 U.S.C. 8259b).

__ (47)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

X (48) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) (E.O. 13513).

__ (49) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (50) 52.223-21, Foams (Jun 2016) (E.O. 13693).

X (51)(i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

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

__ (52)(i) 52.225-1, Buy American--Supplies (Oct 2022) (41 U.S.C. chapter 83).

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

__ (53)(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 (Dec 2022) of 52.225-3.

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

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

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__ (54) 52.225-5, Trade Agreements (Nov 2023) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__ (55) 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).

__ (56) 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).

__ (57) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

__ (58) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

__ (59) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021).

__ (60) 52.232-29, Terms for Financing of…