Amendment 0001 Attachment 2 Provisions and Clauses - Final.docx

N4008420R0058

ATTACHMENT 2: PROVISIONS AND CLAUSES

INSTRUCTIONS, CONDITIONS AND NOTICES TO OFFERORS

52.212-1

ADDENDUM 52.212-1

1. DESCRIPTION

This procurement is for Indefinite Delivery Indefinite Quantity (IDIQ) Foreign Language Translation Support Services at various locations in Japan and the Republic of Korea. The period of performance include 12-month base period and four 12-month option periods.

2. APPLICABILITY

This solicitation is a Request for Quotations (RFQ), therefore the words “offer” and “offeror” may be construed to mean “quotation” and “quoter”, where appropriate, and the words “proposal” or “proposing” may be construed to mean “quote” or “quoting”, where appropriate.

Quoters are requested to hold quoted prices firm for 120 days after the date specified for receipt of quotes.

3. PRE-QUOTATION INQUIRIES.

All questions concerning this RFQ shall be addressed to Sarah Lowell at sarah.lowell@fe.navy.mil or by telephone at 046-816-5625. Responses to inquiries will be provided in the form of a Notice or an Amendment and posted to the website https://beta.sam.gov/. The end date for any question submittal shall be Monday, 05 October 2020 by 14:30 Japan Standard Time (UTC + 9 hours), and questions submitted after that time may not be answered. Please submit any questions to the Government using Attachment 5, Question and Answer Form.

4. SYSTEM FOR AWARD MANAGEMENT (SAM) REGISTRATION.

Contractors must be registered in the System for Award Management (SAM) prior to the closing date for receipt of proposals. Contractors may obtain information on registration and annual confirmation requirements via the SAM website accessed via https://www.acquisition.gov or by calling 866-606-8220, or 334-206-7828 for international calls. Quotations from a contractor not registered in the SAM or from a contractor whose SAM registration online Representations and Certifications are not current will not be eligible for award.

5. FAR PROVISION 52.229-11 AND FAR CLAUSE 52.229-12

FAR provision 52.229-11 and FAR clause 52.229-12 are included in this RFQ. This provision and clause concern the imposition of a 2 percent Federal excise tax withholding on any resultant contract award or payment request. This rule applies to Federal Government contracts for goods or services that are awarded to foreign persons. It implements the Department of the Treasury final regulations published in the Federal Register at 81 FR 55133 on August 18, 2016, under section 5000C of the Internal Revenue Code relating to the 2 percent tax on payments made by the U.S. Government to foreign entities pursuant to certain contracts.

Exemptions from this excise tax must be claimed by a quoter when it submits, with its quote, a U.S. Department of Treasury Internal Revenue Service (IRS) Form W-14, Certificate of Foreign Contracting Party Receiving Federal Procurement Payments, available via the internet at www.irs.gov/w14. If not submitted with the quote, exemptions will not be applied to any resulting contract and the Government will withhold a full 2 percent on each payment. Failure to submit IRS Form W-14 with a payment request will also result in an automatic withholding of 2 percent from the payment request.

When filling out the IRS Form W-14 the following information may be used to complete Part I, Line 6 and 7:

Line 6 Contract / reference number: N40084-20-R-0058 Line 7 Name and address of the acquiring agency:

Naval Facilities Engineering Command (NAVFAC) Far East

Any exemption claimed and self-certified is subject to audit by the IRS. Any disputes concerning this tax are adjudicated by the IRS because the Section 5000C tax is a tax matter not a contract issue.

Quoters are encouraged to seek guidance from their own tax, legal, or accounting professionals for advice concerning the provision, clause, and the execution/submission of IRS Form W-14. Additional information is also available at: https://www.navfac.navy.mil/navfac_worldwide/pacific/fecs/far_east/about_us/contractors_information.html

However, quoters are advised to consult Title 26 U.S.C. 5000C and its implementing regulations at 26 CFR 1.5000C-1 through 1.5000C-7 (see FAR 29.402-3, 31.205-41(b)(8)) for specific details and/or updates.

6. RFQ AMENDMENTS.

Any amendments made to this RFQ before the time set for receipt of quotations will be posted to the Contract Opportunities at https://beta.sam.gov/. Hard copies of the amendment will not be mailed. It is the offeror’s responsibility to check the website periodically for any amendments to this solicitation. Contractors must acknowledge each amendment issued under this solicitation (if any) by completing the necessary section in Attachment 4, Price Schedule and submitting it with the contractor’s quotation package.

7. QUOTATION DELIVERY REQUIREMENTS

Quotations shall be delivered by email to the address specified below by Wednesday, 21 October 2020 by 14:30 Japan Standard Time (UTC + 9 hours).

Quotations shall be submitted electronically to:

Ms. Sarah Lowell at sarah.lowell@fe.navy.mi Ms. Wendie Narvarte at Wendie.Narvarte@fe.navy.mil

Quotes and supporting documentation should be submitted so that they are received by the Contracting Officer before the time and date identified as the deadline for the receipt of quotes to ensure that they will be considered for award. Quoting firms may submit their quotations by:

a. Email. No email sent shall be larger than 4 MB in size. If the proposing company must send multiple emails, then each email must be labeled with the subject as “Email x of n”, where x is the unique number and n is the total number of emails. The time stamp of when the email is received by the Contracting Officer shall be official, so please provide enough time when sending to allow for possible server delays.

All correspondence shall be in English.

All electronic documents should be submitted in Adobe PDF format (*.pdf) unless an alternate format is approved by NAVFAC prior to the due date.

8. LATE QUOTATIONS

Notwithstanding subparagraph (f) of FAR 52.212-1, the Government reserves the right to consider late quotations, modifications, and revisions if the Contracting Officer determines such considerations are in the best interest of the Government.

9. INCURRED EXPENSES

The Government is not responsible for any costs incurred or associated with preparation and submission of a proposal in response to this solicitation

10. NO ALTERNATE OR MULTIPLE PROPOSALS

Neither multiple proposals, nor proposal variations or options, nor alternate or alternative proposal will be considered in the evaluation.

11. NOTICE

UNITED STATES LAWS AND REGULATIONS PROHIBIT YOU FROM PARTICIPATING IN ANY OF THE FOLLOWING CONCERNING THIS SOLICITATION/CONTRACT:

BID RIGGING

PRICE FIXING

COLLUSIVE BIDDING

BID ROTATION OFFERING

GRATUTIES OFFERING OR

RECEIVING KICK-BACKS

THE PRICES IN YOUR OFFER MUST BE ARRIVED AT INDEPENDENTLY WITHOUT ANY

CONSULTATION, COMMUNICATION, OR AGREEMENT WITH ANY OTHER OFFEROR OR

COMPETITOR. YOUR OFFER CANNOT BE DISCLOSED BY YOU DIRECTLY OR INDIRECTLY TO ANY OTHER OFFEROR OR COMPETITOR BEFORE BID OPENING.

IT IS ALSO UNLAWFUL FOR YOU TO INDUCE ANY OTHER COMPANY TO, OR ALLOW ANOTHER

COMPANY TO INDCUE YOU TO SUBMIT OR NOT SUBMIT AN OFFER FOR THE PURPOSE OF

RESTRICTING COMPETITION.

ALL OF THE ABOVE ACTS ARE ACTS OF DISHONESTY UNDER UNITED STATES LAWS AND

REGULATIONS AND ARE FORBIDDEN.

PENAL TIES COULD INCLUDE DEBARMENT OR SUSPENSION FROM DOING BUSINESS WITH ANY

UNITED STATES GOVERNMENT AGENCIES, CANCELLATION OF CONTRACTS AND RECOUPMENTOF PRIOR MONIES PAID.

11. ATTACHMENTS:

Note: DFARS 252.204-7000 Disclosure of Information applies to all Documents, Exhibits, and Attachments as well as FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems and DFARS 252.204-7008 Compliance with Safeguarding Covered Defense Information Controls, 252.204-7009 Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information, and 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting.

(End of Addendum)

CLAUSES INCORPORATED BY REFERENCE

Plan

MAR 2015

CLAUSES INCORPORATED BY FULL TEXT

52.217-5 EVALUATION OF OPTIONS (JUL 1990)

Except when it is determined in accordance with FAR 17.206(b) not to be in the Government's best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the option(s).

(End of provision)

52.233-2 SERVICE OF PROTEST (SEP 2006)

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from

NAVAL FACILITIES ENGINEERING COMMAND (NAVFAC) FAR EAST

BLDG 1828, 1ST FLOOR, BOX 13

TOMARI-CHO, YOKOSUKA-SHI, KANAGAWA-KEN 238-0001

JAPAN

(b) The copy of any protest shall be received in the office designated above within oneday of filing a protest with the GAO.

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es):

Federal Acquisition Regulation (FAR):

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

Defense Federal Acquisition Regulation Supplement (DFARS):

https://www.acq.osd.mil/dpap/dars/dfarspgi/current/index.html

(End of provision)

EVALUATION FACTORS FOR AWARD

FAR 52.212-2 Evaluation – Commercial Items (OCT 2014)

This is a solicitation for commercial items prepared in accordance with the format in FAR Subpart 12.6 (Streamlined evaluation of offers). This solicitation is issued as a Request for Quotation (RFQ) in accordance with FAR 13.106. Written quotes are required (oral offers will not be accepted). Submission of quotes must be in accordance with FAR 52.212-1, Instructions to Offerors, Commercial Items. The Government will award a five year IDIQ utilizing the LPTA process because the best value is expected to result from selection of the technically acceptable quote with the lowest evaluated price. Since award of the IDIQ will be based on initial responses, offerors are highly encouraged to quote their most advantageous pricing in their initial response. Award of the IDIQ will be made using the Simplified Acquisition Procedures in accordance with FAR 13.106-2(a)(3)(b)(1).

A. BASIS FOR AWARD

1. The Government reserves the right to eliminate from consideration for award any or all offers at any time prior to award of the contract; to negotiate with offerors in the competitive range; and to award the contract to the offeror submitting the lowest priced, technically acceptable offer.

2. The Government intends to evaluate proposals and award a contract without discussions with offerors. The Government reserves the right to conduct discussions if the Contracting Officer later determines them to be necessary. In addition, if the Contracting Officer determines that the number of proposals that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the Contracting Officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals.

3. The LPTA process is selected as appropriate for this acquisition because the best value is expected to result from selection of the technically acceptable proposal with the lowest evaluated price.

4. An overall non-price factors rating must be at least “ACCEPTABLE” in order to be eligible for award. An “UNACCEPTABLE” rating in any factor results in the overall non-price factors proposal being rated “UNACCEPTABLE” unless corrected through discussions. An overall non-price factors rating of “UNACCEPTABLE” makes a proposal ineligible for award.

B. ADJECTIVAL RATINGS/DESCRIPTIONS

Each offeror’s technical factors and past performance will be evaluated separately. Upon the conclusion of the evaluation of the technical factors, and past performance, an overall non-price factors rating of Acceptable (A) or Unacceptable (U) will be assigned to each offeror’s non-price factors proposal.

1. The following adjectival ratings and rating descriptions will be used to assign a rating to each technical factor. Use upper case letter ratings for major technical factor ratings. The addition of plus (+) or minus (-) to an adjective rating is not allowed.

Table A-1. Technical Acceptable/Unacceptable Rating Method

Unacceptable (U) Proposal does not meet the minimum requirements of the solicitation.

The weaknesses and/or deficiencies (as defined below) of each proposal for each non-price evaluation factor which influenced the assigned adjectival rating shall be identified.

Definitions

C. PAST PERFORMANCE EVALUATION

Past Performance shall be evaluated when using the LPTA process, unless waived by the PCO in accordance with FAR 15.101-2(b). Past performance will be rated on an “acceptable” or “unacceptable” basis using the ratings in the following table:

Table A-2. Past Performance Evaluation Rating Method

Note: In the case of an offeror without a record of relevant past performance or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonably assigned, the offeror may not be evaluated favorably or unfavorably on past performance (see FAR 15.305(a)(2)(iv)). Therefore, the offeror shall be determined to have unknown (or “neutral”) past performance. In the context of acceptability/unacceptability a neutral rating shall be considered “acceptable.”

(a) Aspects of Past Performance Evaluation. The past performance evaluation results is an assessment of the offeror’s probability of meeting the minimum past performance solicitation requirements. This assessment is based on the offeror’s record of relevant and recent past performance information that pertain to the products and/or services outlined in the solicitation requirements. There are two aspects of the past performance evaluation.

(1) The first is to evaluate whether the offeror’s present/past performance is relevant or not relevant to the effort to be acquired. The criteria to establish what is relevant is unique to each LPTA source selection. For this solicitation, a relevant project is defined in Technical Factors under Factor 1 Corporate Experience.

(2) The second aspect of the past performance evaluation is to determine how well the contractor performed on the contracts. The past performance evaluation performed in support of a current source selection does not establish, create, or change the existing record and history of the offeror’s past performance on past contracts; rather, the past performance evaluation process gathers information from customers on how well the offeror performed those past contracts.

(b) The Government will review past performance information to determine the quality and usefulness as it applies to the performance confidence assessment.

E. EVALUATION FACTORS FOR AWARD

The solicitation requires the evaluation of price and the following non-price factors

The distinction between corporate experience and past performance is corporate experience pertains to the types of work and volume of work completed by a contractor that are comparable to the types of work covered by this requirement, in terms of size, scope, and complexity. Past performance pertains to both the relevance of recent efforts and how well a contractor has performed on the contracts.

PROPOSAL REQUIREMENTS

The price proposal and the non-cost/price proposal shall include page numbers and be clearly marked and organized to present a clear, concise offer.

Price Proposal Non-Cost/Price Proposal (Factors 1 and 2)

PRICE PROPOSAL

1. Solicitation Submittal Requirements:

The price proposal shall include the following:

a. Completed Price Schedule, Attachment 4. Proposals shall be priced only in Japanese Yen. When the contract is awarded, the price of this CLIN will be expressed in U.S. Dollars for the administrative convenience of the U.S. Government. Payment will be made in Yen. Proposals not priced in Japanese yen shall be deemed non-responsive, and will not be eligible for award.

Completed Exhibit Line Item Number (ELIN) worksheet in Microsoft Excel format as provided to support the amounts specified for each Contract Line Item Number (CLIN).

b. Copies of all amendments (if applicable) acknowledged.

Although not part of the price evaluation, Offerors should also include the following items if available with their price proposal to assist the Government in validating eligibility to receive an award:

c. An informational page that contains the following information:

(i) Solicitation Number and Title

(ii) Prime Contractor name, address, phone number, point of contact, and email address

1) DUNS number

· DUNS Numbers are provided by Dun and Bradstreet's Data Universal Numbering System (DUNS). Offerors can register for a DUNS number online at https://www.dnb.com/duns-number/get-a-duns.html. Offerors are not required to obtain a federal Tax Identification Number (TIN), also known as an Employer Identification Number (EIN). When registering, simply leave the TIN/EIN information blank. There is no cost to obtain a DUNS number. Offerors do not have to have a DUNS number to submit a proposal, however, one will be required before receiving an award.

2) Cage code

· Once registered in the System for Award Management or SAM (see instructions in part d.), an Offeror can request a CAGE Code through the Defense Logistics at https://cage.dla.mil/. There is no cost to obtain a Cage code. Offerors do not have to have a Cage code to submit a proposal, however, one will be required before receiving an award.

a. A copy of current SAM registration Offerors can register with SAM at http://www.sam.gov. Offerors do not have to be registered with SAM to submit a proposal, however, registration will be required before receiving an award.

b. Completed Representations and Certifications (found in Representation and Certification of this document)

c. A copy of a Joint Venture (JV) Agreement, Partnership Agreement and/or Teaming Agreement (if applicable). The JV or Partnership must be registered in the System for Award Management (SAM) database as the JV or Partnership before receiving an award.

d. Financial Capability, in accordance with FAR 9.104-1 responsibility determination, a contractor must have adequate financial resources to perform the contract. Offeror’s are requested to provide the company’s Dun & Bradstreet number (DUNS) and a copy of the latest three years complete fiscal year financial statements for the prime contractor, certified by an independent accounting firm, if practicable or at least by an authorized officer of the organization. For Joint Venture arrangements discuss the financial responsibilities among the companies and if the Joint Venture has been in existence for less than three years, also provide the latest three years complete fiscal year financial statements for each member of the Joint Venture. The Government may also request additional documentation (i.e. evidence of availability of working/operating capital) to meet the requirements of FAR 9.104-1.

e. Executed FAR Provision 52.229-11.

f. If applicable, completed IRS Form W-14, Certificate of Foreign Contracting Party Receiving Federal Procurement Payments, if applicable. If not submitted with the offer made by a foreign person, exemptions will not be applied to any resulting contract and the Government will withhold a full 2 percent on each payment.

2. Basis of Evaluation:

The Government will evaluate price based on the total price. Total price consists of the basic requirements and all option items (see Section B of the solicitation). The Government intends to evaluate all options and has included the provision FAR 52.217-5, Evaluation of Options (JUL 1990) in Section M of the solicitation. In accordance with FAR 52.217-5, Evaluation of Options will not obligate the Government to exercise the option(s). Analysis will be performed by one or more of the following techniques to ensure a fair and reasonable price:

1. Comparison of proposed prices received in response to the RFP.

1. Comparison of proposed prices with the IGCE.

1. Comparison of proposed prices with available historical information.

1. Comparison of market survey results.

NON-PRICE FACTOR

0. Factor 1, Corporate Experience:

(i) Solicitation Submittal Requirements:

Submit recent and relevant projects that best demonstrate experience on relevant projects using the Project Data Sheet (Attachment 7). A relevant project is defined as a single project or multiple projects completed within five years or ongoing projects at 80% completion from the solicitation date. The relevant projects shall collectively demonstrate experience on the following:

1) Written translation from English to Japanese (or English to Japanese) for technical documents such as Safety, Environmental, or Engineering references, manuals, guides, or other documents. No more than three (3) contracts shall be submitted.

2) Written translation from English to Korean (or English to Korean) for technical documents such as Safety, Environmental, or Engineering references, manuals, guides, or other documents. No more than three (3) contracts shall be submitted.

3) Oral translation from English to Japanese (or English to Japanese) for speeches, trainings, presentation, or other interpretation services. No more than three (3) contracts shall be submitted.

4) Oral translation from English to Korean (or English to Korean) for speeches, trainings, presentation, or other interpretation services. No more than three (3) contracts shall be submitted.

If more than the maximum number of projects is submitted, the Government will only evaluate projects up to the maximum number authorized in the solicitation, excess will not be evaluated.

If the offeror has teaming partners, recent and relevant project experience should be submitted for projects performed by either the offeror or the teaming partner. The offeror needs to provide a copy of the teaming agreement. Offerors failing to provide a copy of the teaming agreement will be considered to have not met the requirements of the factor and shall be rated Unacceptable.

(ii) Basis of Evaluation:

The Government is seeking to determine if the Offeror has demonstrated recent and relevant corporate as defined in the solicitation submittal requirements. An Offeror will be rated “Acceptable” if collectively its submittals for “Corporate Experience” collectively demonstrate experience involving the following:

1) Written translation from English to Japanese (or English to Japanese) for technical documents.

2) Written translation from English to Korean (or English to Korean) for technical documents.

3) Oral translation from English to Japanese (or English to Japanese).

4) Oral translation from English to Korean (or English to Korean).

An Offeror will be rated “Unacceptable” if it fails to meet the requirements to be rated acceptable described above.

A proposal receiving an “Unacceptable” evaluation rating for Factor 1 will be ineligible for award.

Factor 2: Past Performance

(i) Solicitation Submittal Requirements:

Offerors shall clearly demonstrate a history of past performance on contracts/projects that demonstrates experience in performing work similar to that described in the definition of a relevant project under Factor 1, Corporate Experience. The offeror shall submit past performance information for each project included in its proposal for Factor 1, Corporate Experience. If a completed Contractor Performance Assessment Reporting System (CPARS) evaluation is available, it shall be submitted with the proposal. If there is not a completed CPARS evaluation, the Past Performance Questionnaire (PPQ) included in the solicitation as Attachment 4 is provided for the offeror or its team members to submit to the client for each project the offeror includes in its proposal for Factor 1, Corporate Experience. An offeror should not submit a PPQ when a completed CPARS evaluation is available.

IF A CPARS EVALUATION IS NOT AVAILABLE, ensure correct phone numbers and email addresses are provided for the client point of contact on the PPQ. Completed PPQs should be submitted with your proposal. If the offeror is unable to obtain a completed PPQ from a client for a project(s) before proposal closing date, the offeror should complete and submit with the proposal the first page of the PPQ (Attachment 4), which will provide contract and client information for the respective project(s). Offerors should follow-up with clients/references to ensure timely submittal of questionnaires. If the client requests, questionnaires may be submitted directly to the Government's point of contact, Ms. Sarah Lowell, via email at Sarah.Lowell@fe.navy.mil prior to proposal closing date. Offerors shall not incorporate by reference into their proposal PPQs or CPARS previously submitted for other RFPs. However, this does not preclude the Government from utilizing previously submitted PPQ information in the past performance evaluation.

Offerors may provide any information on problems encountered and the corrective actions taken on projects submitted under Factor 1, Corporate Experience. Offerors may also address any adverse past performance issues. Explanations shall not exceed 4 single-sided (2 double-sided) pages in total.

Performance recognition/award(s) or additional similar information submitted will not be considered.

The Government reserves the right to contact references for verification or additional information. The Government’s inability to contact any of the Offeror’s reference or the references’ unwillingness to provide information requested may affect the Government’s evaluation of this factor.

In addition to the above, the Government may review any other sources of information for evaluating past performance. Other sources may include, but are not limited to, past performance information retrieved through the Past Performance Information Retrieval System (PPIRS) using all CAGE/DUNS numbers of team members (partnership, joint venture, teaming arrangement, or parent company/subsidiary/affiliate) identified in the offeror’s proposal, inquiries of owner representative(s), Federal Awardee Performance and Integrity Information System (FAPIIS), Electronic Subcontract Reporting System (eSRS), and any other known sources not provided by the offeror.

While the Government may elect to consider data from other sources, the burden of providing detailed, current, accurate and complete past performance information rests with the Offeror.

(ii) Basis of Evaluation:

The Government is seeking to determine if the Offeror has recent and relevant past performance information that pertain to the requirement outlined in the solicitation. The past performance evaluation results in an assessment of the Offerors probability of meeting the solicitation requirements. The evaluation will consider how well the Offeror performed relevant projects submitted under Factor 1, Corporate Experience and may also consider past performance on other projects currently documented in known sources.

The Government will consider the recency and relevance of the information, the source of the information, context of the data, and general trends in the Offeror’s performance. This evaluation is separate and distinct from the Offeror’s responsibility determination. The assessment of the Offeror’s past performance will be used as a means of evaluating the Offeror’s probability to successfully meet the requirements of the solicitation.

The Government will evaluate the degree to which past performance evaluations and all other past performance information reviewed by the Government (e.g., PPIRS, FAPIIS, eSRS), performance recognition documents, and information obtained from any other source) reflect a trend of satisfactory performance considering:

1) A pattern of successful completion of task;

2) A pattern of deliverables that are timely and of good quality;

3) A pattern of cooperativeness and teamwork with the Government at all levels (task managers, contracting officers, auditors, etc.); and

4) Recency of task performed that are identical to, similar to, or related to the task at hand

An offeror will be rated “Acceptable” if an offeror’s “Past Performance” information demonstrates:

1) An overall rating of at least Satisfactory or better on the PPQs, Attachment 4,

2) An overall rating of at least Satisfactory or better in CPARS or other DOD or Government appraisal systems, or

3) Past Performance Evaluations from telephone interview of Satisfactory or better.

Note: In the case of an offeror without a record of relevant past performance or for whom information on past performance is not available or is so sparse that no meaningful past performance rating can be reasonably assigned, the offeror may not be evaluated favorably or unfavorably on past performance (see FAR 15.305 (a)(2)(iv)). Therefore, the offeror shall be determined to have unknown past performance. In the context of acceptability/unacceptability, “unknown” shall be considered “Acceptable”.

An Offeror will be rated “Unacceptable” if it fails to meet the requirements to be rated acceptable described above.

A proposal receiving an “Unacceptable” evaluation rating for Factor 2 will be ineligible for award.

AWARD OF IDIQ

In accordance with FAR 13.004 (Legal effect of quotations) the Government intends to award an IDIQ, to the responsive and responsible offeror submitting the lowest priced technically acceptable quotation. The RFQ does not commit the Government to make any award. The Government may cancel this RFQ or any part of it at any time. The Contracting Officer reserves the right to reject any and all quotations and to waive any information, or minor irregularities in quotations received.

A written notice of award, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

CONTRACT CLAUSES

ADDENDUM 52.212-4 PARA (O)

FAR 52.212-4, Addendum to paragraph (o), Warranty

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. The Contractor agrees that the supplies or services furnished under this contract shall be covered by the most favorable commercial warranties the Contractor gives to any Customer for such supplies or services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the Government by any other clause of this contract.

ADDENDUM 52.212-4 PARA (W)

FAR 52.212-4, Addendum to add paragraph (w), Conciliation

(w) Conciliation.

a. Any disagreement arising under this contract which is not resolved by the parties to this contract may be submitted to the U.S.-Japan Joint Committee for Conciliation in accordance with paragraph 10, Article XVIII, of the Status of Forces Agreement under Article VI, of the Treaty of Mutual Cooperation and Security between Japan and the United States of America.

b. Recourse to the Joint Committee for Conciliation for resolving disputes is available in addition to the procedures set forth in the Contract Disputes Act of 1978 and the Disputes Clause of this contract, 52.233-1. A request for conciliation by the Joint Committee, however, shall not toll the time periods allowed under the Contract Disputes Act for appealing a contracting officer's final decision to either the Armed Services Board of Contract Appeals or U.S. Court of Federal Claims.

c. Upon filing a request for conciliation with the Joint Committee, the Contractor shall immediately notify the Contracting Officer in writing of the request.

CLAUSES INCORPORATED BY REFERENCE

52.204-21

252.204-7009 252.204-7012

OCT 2016

CLAUSES INCORPORATED BY FULL TEXT

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (AUG 2020)

(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 items:

(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 and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 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 items:

[Contracting Officer check as appropriate.]

_XXX_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (June 2020), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

_XXX_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Jun 2020) (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.)

_XXX_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

XXX__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Jun 2020) (31 U.S.C. 6101 note).

XXX__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11)

(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-3.

__ (12)

(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-4.

__ (13) [Reserved]

__ (14)

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

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

__ (15)

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

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

__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (17)

(i) 52.219-9, Small Business Subcontracting Plan (Jun 2020) (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 (Jun 2020) of 52.219-9

__ (18)

(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.

__ (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C. 637(a)(14)).

__ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020) (15 U.S.C. 657f).

__ (22)

(i) 52.219-28, Post Award Small Business Program Rerepresentation (May 2020) (15 U.S.C. 632(a)(2)).

(ii) Alternate I (MAR 2020) of 52.219-28.

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Mar 2020) (15 U.S.C. 637(m)).

__ (24) 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 (Mar2020) (15 U.S.C. 637(m)).

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

__ (26) 52.219-33, Nonmanufacturer Rule (Mar 2020) (15U.S.C. 637(a)(17)).

__ (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

__ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan2020) (E.O.13126).

__ (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

__ (30)

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

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

__ (31)

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

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

__ (32)

(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.

__ (33) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

__ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

__ (35) XXX(i) 52.222-50, Combating Trafficking in Persons (Jan 2019) (22 U.S.C. chapter 78 and E.O. 13627).

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

__ (36) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (37)

(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.)

__ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (40)

(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.

__ (41)

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

__ (ii) Alternate I (Jun2014) of 52.223-14.

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

__ (43)

(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.

_XXX_ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) (E.O. 13513).

__ (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (46) 52.223-21, Foams (Jun2016) (E.O. 13693).

__ (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) 52.225-1, Buy American-Supplies (May 2014) (41 U.S.C. chapter 83).

__ (49)

(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (May 2014) (41 U.S.C.chapter83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 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 (May 2014) of 52.225-3.

__ (iii) Alternate II (May 2014) of 52.225-3.

__ (iv) Alternate III (May 2014) of 52.225-3.

__ (50) 52.225-5, Trade Agreements (Oct 2019) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_XXX_ (51) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (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. 2302Note).

__ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov2007) (42 U.S.C. 5150).

__ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) (42 U.S.C. 5150).

XXX (55) 52.229-12, Tax on Certain Foreign Procurements (Jun 2020).

__ (56) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

XXX__ (57) 52.232-30, Installment Payments for Commercial Items (Jan2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

XXX__ (58) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct2018) (31 U.S.C. 3332).

__ (59) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).

_XXX_ (60) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

__ (61) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

__ (62) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(13)).

__ (63)

(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

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

__ (iii) Alternate II (Feb 2006) 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 items:

[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 Under Executive Order 13658 (Dec 2015).

__ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706).

__ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C. 1792).

(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…