RFQ 19MX5326Q0025 Aldea Global.docx

REQUEST FOR QUOTATIONS

(THIS IS NOT AN ORDER)

THIS RFQ [ ] IS [x] IS NOT A SMALL BUSINESS-

SMALL PURCHASE SET-ASIDE (52.219-4)

PAGE

OF

PAGES

1. REQUEST NO.

19MX5326Q0025

2. DATE ISSUED

3.REQUISITION/PURCHASE REQUEST NO.

PR15852813

5A. ISSUED BY

U.S. Embassy Mexico City General Services Office / Procurement Reforma 305 Cuahutemoc 06500 Ciudad de Mexico

6. DELIVER BY (Date) June 10 through June 21, 2026

NAME

Morgan L. Osborne General Services Office / Procurement Reforma 305 Cuahutemoc 06500 Ciudad de Mexico

TELEPHONE NUMBER

AREA CODE

+52 (55)

NUMBER

5080-2000

U.S. Embassy Mexico City/GSO/Procurement

Reforma 305

Mexico City

d. STATE

CDMX

e. ZIP CODE 06500

10. PLEASE FURNISH QUOTATIONS TO THE ISSUING OFFICE IN BLOCK 5A ON OR BEFORE CLOSE OF BUSINESS (Date) April 29, 2026 10:00 hours Local Time (Mexico City) IMPORTANT: This is a request for information, and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5A. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or services. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotations must be completed by the quoter

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

ITEM NO.

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

Each

b. 20 CALENDAR DAYS

c. 30 CALENDAR DAYS

d. CALENDAR DAYS

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

15 DATE OF QUOTATION

a. NAME OF QUOTER

b. STREET ADDRESS

16. SIGNER

b. TELEPHONE

NUMBER

SECTION 1

DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

1.1 The Contractor shall provide professional services to design, construct, equip, staff, and manage its booth space at Aldea Global during the 2026 FIFA World Cup in Mexico City.

1.2 The period of performance will begin upon contract award for planning and coordination activities, with on-site execution from June 10 through June 21, 2026.

1.3 This is a firm-fixed price type of purchase order.

1.4 Pricing

1.4.1 The prices listed below shall include all labor, materials, and all the necessary to deliver the required final results on the agreed date as indicated.

1.4.2 Offers and payment in U.S. Dollars

U.S. firms are eligible to be paid in U.S. dollars. U.S. firms desiring to be paid in U.S. dollars should submit their offer in U.S. dollars. A U.S. firm is defined as a company which operates as a corporation incorporated under the laws of a state within the United States. Local companies are eligible to be paid in U.S. dollars provided that such company has a bank account in U.S. dollars at a Local Bank.

1.4.3 Offers and Payment in Pesos, Mexican Currency

Any firm that is not a U.S. firm is a foreign firm. Any local or foreign firm that does not meet the definition of a U.S. firm shall submit its prices and receive payment in local currency unless the foreign or local firm has a U.S. dollar bank account in Mexico.

1.4.4 Value Added Tax

a. U.S. Firms Value Added Tax (VAT) is not applicable to U.S. firms; therefore, it shall not be included in U.S. firms rates or Invoices.

b. Local Companies Value Added Tax (VAT) for offers submitted by local companies, either in U.S. Dollars or in Pesos, Mexican currency, is not included in line-item rates. Instead, it will be priced as a separate amount in the contract and on the Invoices. Local law dictates the portion of the contract price that is subject to VAT; this percentage is multiplied only against that portion.

1.4.5 Prices are in _______ (MXP/USD)

1.5 Description of Service – General Specifications

1.5.1 Background

The United States is a co-host of the 2026 FIFA World Cup and the United States Embassy in Mexico City will join 48 embassies whose national soccer teams will be participating in the World Cup. Mexico City will host four soccer matches, and it is estimated that the city will receive approximately 5 million visitors.

The 2026 FIFA World Cup will be complemented by various events such as the Aldea Global in Mexico City. Aldea Global is a space that will offer an immersive experience for locals and visitors during the World Cup. It will showcase the culture, arts, and traditions of the 48 nations participating in the sporting event.

Aldea Global will be open from June 10 to June 21, 2026, and take place in the First Section of Bosque de Chapultepec by the Puerta de Los Leones entrance. Operating hours will be from 9:00 am to 7:00 pm.

The Agricultural Trade Office (ATO) will participate in this event partnering with other US Embassy agencies from June 10 to June 21, 2026 (12 days), promoting and showcasing U.S. foods and beverages to domestic and international visitors at Aldea Global.

1.5.2 Setup

The U.S. Embassy will occupy a booth measuring 18 x 4 square meters. The ATO will use a space of 11 x 4 square meters and the Embassy’s Public Diplomacy section will use the remaining 7 meters. The ATO space will feature several exhibitors of U.S.-origin foods and beverages, consisting of USDA cooperators and other industry partners. The projected audience is approximately 1,000 visitors per day over a 12-day period. See Attachment 1 for Reference.

ATO will partner with its U.S. food and agricultural cooperator groups, who will provide food and beverage samples and marketing/promotional products for the USA pavilion booth visitors.

ATO will contract a professional event production company to assist in the planning, organization, and implementation of the event. The contractor must have the ability to work closely with multiple partners, organize logistics, staff, manage the event, decorate, and furnish the U.S. booth in Aldea Global.

The contractor is expected to work closely with ATO Mexico City staff to coordinate logistics and establish an agreed-upon schedule for the 12 days of event activity at Bosque de Chapultepec.

1.5.3 Scope of Work

a) Booth Design and Infrastructure

-Interior design and construction of an 18-meter booth space, designed to resemble an outdoor trade show and/or food festival. Of the total space, 11 meters will be used by the Agricultural Trade Office (ATO) and 7 meters will be used by the Embassy’s Public Diplomacy Section.

-The contractor shall design the booth so that both sections maintain a unified visual concept, including wall design and branding elements.

-The contractor shall develop the overall booth design, which must prominently incorporate the Freedom 250 logo. The contractor must ensure that all branding elements follow the U.S. Department of State Brand System guidelines and the Overseas Branding Guidelines (See Attachment 7). The ATO section will provide these guidelines and additional branding instructions to the contractor.

-The ATO section must include space to display approximately 40 partner logos as part of the booth background or signage. The Public Diplomacy section must incorporate approximately 20 logos on its side of the booth.

-The design must ensure that the visual presentation of logos on both sides appears consistent and cohesive, so the booth maintains a unified aesthetic.

-The background walls must include vinyl graphics and integrated lighting to ensure that logos and branding elements are clearly visible.

-The ATO will provide the contractor with reference images and examples of booth designs to serve as inspiration and to help illustrate the desired style and layout. The contractor may use these examples as guidance when developing the proposed designs.

-The contractor shall submit three (3) booth design concepts for review by ATO. The selected design will undergo up to three (3) rounds of revisions based on comments from ATO before final approval.

-Within the ATO section, the design must include a cooking demonstration station occupying approximately three (3) meters of the space. The contractor shall also propose design solutions to allow the area surrounding or directly in front of the cooking station to be utilized for additional visitor interaction or engagement when cooking demonstrations are not taking place. These solutions may include adaptable layouts, movable elements, or other creative uses of space.

-The booth must include additional lighting throughout the structure, including appropriate lighting for cooking demonstrations and overall booth visibility.

- The booth design must maximize the use of available storage space. The contractor shall incorporate storage solutions wherever feasible, including but not limited to under counters, integrated cabinets, shelving, concealed compartments, or other creative design elements, to allow for the storage of utensils, promotional materials, supplies, and equipment. Storage areas should include lockable cabinets where appropriate and must be designed in a way that maintains the overall aesthetic and visual appeal of the booth.

-The contractor shall provide flooring for the entire booth space. The flooring must be in a color, style and material that maintains a clean and professional appearance throughout the duration of the event, avoiding options that show dirt or wear easily. The material should also provide a comfortable walking surface for staff and visitors, while remaining consistent with the overall booth design and aesthetic.

-The contractor shall be responsible for transportation, installation, and maintenance during the event, and dismantling of all booth materials and equipment.

b) Cooking Demonstration Area

-Within the 11-meter ATO section, approximately 3 meters must be allocated to a cooking demonstration station.

-The cooking station must include: Two electric grills, each with two burners, one microwave, one blender, two small refrigerators, and adequate food preparation surfaces.

-The cooking station must include dedicated lighting suitable for food preparation and demonstrations.

c) Visitor Area

· The remaining 8 meters of the ATO section must include four high top bar counters, each measuring approximately 2 m (length) x 0.8 m (depth), 16 high bar stools with footrests, and storage space integrated within the counters where feasible.

d) Utilities, Equipment, and Safety

· Provide sufficient extension cords and power distribution to support all booth equipment.

· Provide a minimum of eight (8) electrical outlets dedicated to the cooking station, twelve (12) additional outlets distributed throughout the remainder of the booth.

· Electrical outlets must support 110V/220V appliances suitable for

· kitchen equipment.

· Provide ventilation, including fans and extractors suitable for use

· with an electric grill.

· Ensure no gas or charcoal cooking is used.

· Provide two ABC-type fire extinguishers suitable for electrical and cooking fires and ensure booth staff know how to operate them.

· Provide a portable sink for handwashing, general dishwashing, and cleaning.

· Provide trash bins for organic and inorganic waste and dispose of trash at least twice per day.

Provide ceiling fans or equivalent air circulation equipment to help maintain a comfortable environment within the booth, as the event will take place during warm weather conditions. The placement of the fans should ensure adequate airflow without interfering with booth operations, signage, or lighting.

· Provide reliable Wi-Fi internet connectivity for the duration of the event to support booth operations, including audio-visual equipment, promotional displays, and basic communication needs. The contractor shall ensure the connection is stable and accessible throughout the booth space.

e) Audio, Visual, and Promotional Material

· Provide a sound system for background music.

· Provide two (2) wireless handheld microphones and two (2) headset microphones, primarily for use during cooking demonstrations.

· Provide one megaphone for use during daily activities and announcements.

· Provide professional photography and videography services for a total of twenty (20) hours, to be scheduled at the discretion of the Agricultural Trade Office (ATO) throughout the duration of the event. The contractor shall coordinate with ATO in advance to determine specific dates and times of coverage.

· The contractor shall produce four (4) vertical-format videos for social media and two (2) long-form horizontal videos suitable for website use.

· The contractor shall produce and format the digital materials to be displayed on the booth’s television screens. ATO will provide the content (including images, videos, text, and logos), and the contractor will be responsible for editing, organizing, and assembling the materials into visually engaging video loops or presentations suitable for continuous display during the event. All materials must be submitted to ATO for review and approval prior to use.

f) Staffing, Security and Daily Operations

· The contractor shall provide two (2) supervisors/managers to oversee booth operations and manage staff. The manager will be responsible for opening and closing the booth each day, ensuring that all materials, equipment, and supplies are properly secured and locked at the end of the day. One manager must be present at the booth at all times.

· The contractor shall provide two (2) staff members to support general booth operations and logistics. Duties may include maintaining booth cleanliness, removing trash, replenishing water, sodas, and ice, supporting cooking demonstrations when needed, and distributing promotional materials as directed by the ATO. One staff member must be present at the booth at all times.

· Staff coverage shall be organized into two daily shifts: Shift 1: 9:00 a.m. – 1:00 p.m. and shift 2: 1:00 p.m. – 7:00 p.m.

· One manager and one staff member must be assigned per shift, ensuring continuous coverage during operating hours for all 12 days of the event.

· The event will take place over 12 consecutive days. If personnel require rest days, schedule adjustments, or replacements, the contractor shall be responsible for arranging.

· Staff rotations or substitute personnel as needed, while ensuring that all required positions remain fully staffed during all operating hours throughout the duration of the event.

· Both managers and staff members must be fully trained and capable of operating all equipment in the booth, including but not limited to: the sound system, microphones, televisions, cooking appliances, and fire extinguishers.

· The contractor shall develop and implement staff rotation schedules, a daily cleaning schedule, and a restocking plan for supplies to ensure the booth remains fully operational throughout the event.

· The contractor shall provide water, sodas, ice, and disposable cups for contractor, cooperator, and ATO staff. These are not to be distributed to the public.

1.5.4 Delivery

Kick-off and Coordination Meetings

· The contractor shall participate in an initial kick-off meeting with the Agricultural Trade Office (ATO) to review the project scope, branding requirements, booth layout, and design expectations before beginning the design phase.

· If necessary, the contractor may also participate in a coordination meeting with the event organizers of Aldea Global to clarify venue specifications, technical requirements, and operational considerations prior to finalizing the booth design.

· Following the kick-off meeting, the contractor shall participate in biweekly coordination meetings with the ATO to discuss project progress, address questions, review deliverables, and ensure the booth design and preparations remain on schedule.

· The contractor must deliver according to the setup and dismantling established by the Aldea Global guidelines.

· Within a week of the completion of the event, the chosen contractor will deliver all visual materials via Google Drive.

1.5.5 Place of Performance

The contract will be performed at the chosen venue, Bosque de Chapultepec at the United States booth located at Av. Juventud Heroica, Chapultepec 1A Seccion. The booth number will be provided to the chosen contractor once the contract is awarded.

1.5.6 Period of Performance

The event coordination shall start as soon as practical after the contract is awarded. The actual event will take place from June 10 to July 21, 2026.

Attachment 1

USA pavilion general design.

Aldea Global pavilions

Attachment 2– Vendor Portal Registration

Attachments are included as separate files as part of the Solicitation Package.

Attachment 3 - Payment Registration Form – Pesos

Company Information

New Registration of Account |_| Change of Account |_|

Fiscal Name of the account holder

RFC (for Mexican Companies)

Name - Point of Contact

Telephone Number(s)

E-mail Address

Company Address

Bank information needed for EFT transfers in Pesos, Mexican Currency.

BANK INFORMATION

Bank Name

CLABE Interbancaria (18 digits)

If it is a collection account, please include the reference number:

Numeric reference:

Alphanumeric reference:

Signature

Date

FMC approval

Note to Offeror: This form has to be signed and attached in PDF format.

Attachment 4 - Payment Registration– USD to a bank in the United States

New Registration of Account |_| Change of Account |_|

Name of the account holder

Name - Point of Contact

Telephone Number

E-mail Address

Address

UEI

Contractor US Tax ID

Bank information needed for EFT transfers in U.S. Dollars to a Bank in the United States

BANK INFORMATION

Bank Name

Bank Routing Number (must be 9 digits beginning with a 0,1,2 or 3)

Account Number

Signature

Date

FMC approval

Attachment 5 - Payment Registration– USD to a bank in Mexico

RFC (for Mexican Companies)

Name - Point of Contact

Telephone Number

E-mail Address

Address

UEI

Bank information needed for EFT transfers in U.S. Dollars to a U.S. Dollar Bank Account in Mexico.

BANK INFORMATION

Bank Name

SWIFT Bank Mexico (Different from SWIFT Intermediate Bank)

CLABE Interbancaria (18 digits)

INTERMEDIATE BANK INFORMATION

Bank Name

SWIFT Intermediate Bank (Different from SWIFT Bank Mexico)

Signature

Date

FMC approval

Attachment 6– Safety Plan

Attachment 7

Overseas Branding Guidelines - Overseas Branding - U.S. Department of State Brand System

U.S. Department of State Brand System

SECTION 2 – CLAUSES

52.212-4 Terms and Conditions—Commercial Products and Commercial Services.

Terms and Conditions—Commercial Products and Commercial Services (Deviation Date)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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.

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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;

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(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 part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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

(u) 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)

Alternate I (Deviation Date). When contemplating a time-and-materials or labor-hour contract, substitute the following paragraphs (a), (b), (i), (l), and (m) for those in the basic clause.

(a) The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference. As used in this clause— Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(1) Performed by the contractor;

(2) Performed by the subcontractors; or

(3) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

Materials means—

(1) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(2) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(3) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(4) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(5) Indirect costs specifically provided for in this clause.

Subcontract means any contract, as defined in FAR 2.101, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract at all places and times before acceptance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (b)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.] (5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (b)(4) and (5) of this clause, the Government may, at any time, require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to—

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor’s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(i) Payments.

(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the—

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other direct costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: None

(2) Indirect costs (material handling, subcontract administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: None

(2) Total cost. The total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment—

(A) The original timecards (paper-based or electronic);

(B) The Contractor’s timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts; and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost—

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government will pay any such increases within 30 days, unless the parties agree otherwise. The Contractor’s payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an 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, and then at the rate applicable for each six-month period as established 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) The Contracting Officer will issue a final decision if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner;

(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.

(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…