RFQ 19MY3023Q0003 Legal Attorney Services_combined.pdf

The U.S. Embassy in Kuala Lumpr has a requirement for Services of an Attorney for the Acquisition of Real Property in Kuala Lumpur, Malaysia. Please note that this is a combined synopsis/solicitation for a commercial item, prepared in accordance with the format FAR 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation;

offers are being requested and a written solicitation will not be issued. The solicitation number is

19MY3023Q0003 and is issued as a Request for Quotation. The solicitation/contract will include all applicable provisions and clauses in effect through FAC 2023-02. Items to be acquired: Services of an

Attorney for the Acquisition of Real Property in Kuala Lumpur, Malaysia. FAR 52.212-1, Instructions to Offerors-Commercial Items, applies to this acquisition. Award will be made to the lowest priced, technically acceptable offeror. FAR clause 52.212-4, Contract Terms and Conditions-

Commercial items, applies to this acquisition. The following FAR clauses in paragraph (b) of FAR

52.212-5, Contract Terms and Conditions to Implement Statutes or Executive Orders - Commercial

Items (https://www.acquisition.gov/far/current/html/52_212_213.html#wp1179527 – include in full text), will apply to the resultant contract: 52.203-10, Price or Fee Adjustment for Illegal or Improper

Activity. The following DOSAR provisions/clauses will also apply: 652.206-70, Competition

Advocacy/Ombudsman; 652.214-71, Authorization to Perform; 652.225-70, Arab League Boycott of

Israel; 652.225-71, Section 8(a) of the Export Administration Act of 1979, as Amended; 652.242-70, Contracting Officer’s Representative; and, 652.243-70, Notices. All other applicable clauses are detailed in the solicitation.

All offerors must include a completed copy of FAR 52.212-3, Offeror Representations and

Certifications - Commercial Items with their offer. Offers are due by May 11, 2023 at noon Kuala

Lumpur time. All responsible sources may submit an offer that shall be considered. If there are any questions regarding, please email Punitha Ratnasingam at ratnasingamp@state.gov.

In order for a quotation to be considered, you must also complete and submit the following:

1. SF-18

2. Section A, Pricing

3. Section L Representations and Certifications

4. Additional information as required in Section J

5. Proof of SAM Registration

Offerors shall be registered in the SAM (System for Award Management) database at https://www.sam.gov prior to submittal of their offer/proposal as prescribed under FAR 4.1102. Failure to be registered at time of proposal submission may deem the offeror’s proposal to be considered non-responsible and no further consideration will be given. Therefore, offerors are highly encouraged to register immediately if they are interested in submitting a response to this requirement.

mailto:ratnasingamp@state.gov https://www.sam.gov/

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER)

THIS RFQ IS x IS NOT A SMALL BUSINESS SET-ASIDE

PAGE OF PAGES

1 49

1. REQUEST NO.

19MY3023Q0003

2. DATE ISSUED 3. REQUISITION/PURCHASE REQUEST NO.

PR11467168

4. CERT. FOR NAT. DEF.

UNDER BDSA REG. 2

AND/OR DMS REG. 1

RATING

5a. ISSUED BY

AMERICAN EMBASSY KUALA LUMPUR

376 JALAN TUN RAZAK, ATTN: GSO/PROCUREMENT

KUALA LUMPUR 50400

MALAYSIA

6. DELIVER BY (Date)

5b. FOR INFORMATION CALL (NO COLLECT CALLS) 7. DELIVERY

OTHER

FOB DESTINATION (See Schedule)

NAME

Lap Nguyen Chang

TELEPHONE NUMBER

AREA CODE NUMBER

+603-21685007

9. DESTINATION

a. NAME OF CONSIGNEE

AMERICAN EMBASSY KUALA LUMPUR

8. TO:

a. NAME b. COMPANY b. STREET ADDRESS

376, JALAN TUN RAZAK, ATTN: GSO

c. STREET ADDRESS c. CITY

KUALA LUMPUR

d. CITY e. STATE f. ZIP CODE d. STATE e. ZIP CODE

50400

10. PLEASE FURNISH QUOTATIONS TO THE

ISSUING OFFICE IN BLOCK 5a ON OR

BEFORE CLOSE OF BUSINESS (Date)

March 17, 2023

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 service. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for

Quotation 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)

To provide legal attorney services for property purchase for

U.S. Embassy KL - See Attached

12. DISCOUNT FOR PROMPT PAYMENT

a. 10 CALENDAR DAYS (%) b. 20 CALENDAR DAYS (%) c. 30 CALENDAR DAYS (%) d. CALENDAR DAYS

NUMBER PERCENTAGE

NOTE: Additional provisions and representations are are not attached.

13. NAME AND ADDRESS OF QUOTER 14. SIGNATURE OF PERSON AUTHORIZED TO

SIGN QUOTATION

15. DATE OF QUOTATION

a. NAME OF QUOTER

b. STREET ADDRESS 16. SIGNER

a. NAME (Type or print) b. TELEPHONE

c. COUNTY AREA CODE

d. CITY e. STATE f. ZIP CODE c. TITLE (Type or print) NUMBER

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition not usable

STANDARD FORM 18 (REV. 6-95)

Prescribed by GSA-FAR (48 CFR) 53.215-1(a)

SECTION A – PRICING

A.1 CONTRACT TYPE

The Contractor shall perform all work required in Section B for various projects required by U.S.

Embassy Kuala Lumpur. This is an indefinite delivery, indefinite quantity labor-hour purchase order with fixed hourly rates. The Contracting Officer shall order work on individual properties through task orders. The hourly rates stated in this purchase order shall include all direct and indirect costs, insurance, overhead, general and administrative expense, and profit.

A.2 LEVEL OF EFFORT

(a) The Contractor shall provide the services for the base period of the contract at the rates stated below.

(b) The quantities of supplies and services specified in the Schedule are estimates only and are not guaranteed by this contract.

(c) The Contractor shall furnish to the Government, when and if ordered, the services as specified in the Schedule. The Government may issue orders requiring services on multiple pieces of property. Except as specified in the Delivery-Order Limitations clause or in the paragraph below, there is no limit on the number of orders that may be issued.

A.3 PRICING

A.3.1. Sales and Service Tax

SALES and SERVICE TAX (SST). The Government will not reimburse the Contractor for SST under this contract. The Contractor shall not include a line for VAT on Invoices as the U.S. Embassy has a tax exemption certificate with the host government.

A.3.2. The Government will issue task orders to the Contractor on a firm fixed price basis. In establishing the fixed price for individual task orders, the Government will use the fixed hourly labor rates listed below.

BASE PERIOD:

*Estimated Hourly

Hours X Rate Ceiling Price

Attorney Services __100_____ _______ ___________

FIRST OPTION PERIOD:

Attorney Services ___100___ _______ ___________

SECOND OPTION PERIOD:

THIRD OPTION PERIOD:

FOURTH OPTION PERIOD:

GRAND TOTAL OF

BASE PLUS OPTION PERIODS ___500____ _______ ___________

A.4 MINIMUM AND MAXIMUM AMOUNTS

During this contract period, the Government shall place orders totaling a minimum of 10 hours. This reflects the contract minimum for the entire period of performance, including any options. The amount of all orders shall not exceed $250,000. This reflects the contract maximum for the entire period of performance, including any options.

SECTION B – STATEMENT OF WORK

Statement of Work for Services of an Attorney

Acquisition of Real Property

The United States Government (USG) seeks to acquire land in Kuala Lumpur, Malaysia via purchase, lease, or gift of real property in the interest of pursuing its foreign policy objectives. The USG requires the following services from a local attorney (“Contractor”).

The USG projects the acquisition to be a multi-year effort, and the services listed below may be requested at any time and not necessarily in the order presented. Bids must account for providing all services during the acquisition process, including post-closing actions. Deliverables may be in the form of contract reviews, expert legal opinions and information, registration of real property documents in accordance with local law, and if necessary, being present at negotiations and meetings between representatives of the

USG, sellers, and host government. Contract administration and requests for deliverables will be handled through the Contracting

Officer (“CO”) and Contracting Officer’s Representative (“COR”). USG points of contact are listed below.

1. Legal Context: Within thirty (30) days of Notice to Proceed (“NTP”):

At the commencement of a site search, the USG requires information on the local legal context of real property use, acquisition, and ownership. The USG requests Contractor provide expert guidance on local land acquisition processes, including delivery of:

1a. A detailed written explanation of the legal and administrative process for transferring real property including:1

1. An estimate of how long it typically takes from formal contract signing to title transfer and registration, and

2. A detailed written explanation of actions that are mandatory under local law as distinguished from actions done as a matter of local custom or practice.2

1b. A detailed written explanation of the legal interests in land that can be acquired by the USG under national and local laws.

1c. A detailed written explanation of whether the USG is entitled to any exemption, refund, reimbursement, or other privilege regarding payment of any taxes, fees, costs, duties, or charges (See 2c.5 if USG is entitled to such).

2. Research: Within thirty (30) days of each request:

The following items may be requested regarding sites identified for potential acquisition. Before moving forward with specific sites, confirmation of ownership status, existing issues, and other pertinent information that could impact the acquisition process or future construction of a diplomatic facility is required.

2a. Existing official records of property registration, ownership, and status

The USG requests Contractor deliver the following in writing:

1. Opinion on title based on a title search of properties identified by the USG.

2. Confirmation that any plot plans or surveys attached to the title deeds reflect accurately the description in the title deeds.

3. Identification of whether the properties are free and clear of any encumbrances or other defects in title, whether or not registered, and explain in full any discovered encumbrances or defects in title of any kind.

1 This includes any requirements that the USG notify local/regional/municipal governments of the transfer and any additional host approvals or certifications that may be required by the local government, before, during, and after the transfer.

2 The explanation should identify any land interests that are unique to the host country, such as community land, king’s land, etc.

3 As necessary, the Contractor shall retrieve requested title/deed/survey document(s) from the appropriate local authority in order to conduct and provide a written property title report.

file:///C:/Users/ChangL/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/DO79O6RR/KL_SOW%20for%20Services%20of%20an%20Attorney_1-24-23.docx%23_USG_Points_of_1

4. Complete copies of the most recent title commitment, the current record description of the property and any adjoining properties.

5. Complete copies of recorded easements, servitudes, and covenants benefiting or burdening the property.

6. Complete copies of all documents necessary to ascertain, if possible, the junior/senior relationship of any liens or claims on title and any other relevant documents.

2b. Zoning and planning authority approvals

In support of site selection and negotiations, information on existing ‘by right’ zoning is required to determine if it is adequate for the construction of new USG diplomatic facilities. The USG requests Contractor deliver the following:

1. A detailed written explanation of current zoning, including the current category/designation, a copy of published zoning regulations, and any national or local policies or ordinances that affect the identified sites, including, but not limited to:

i. restrictions on the sites,

ii. use,

iii. traffic flow,

iv. density limits,

v. green space requirements,

vi. height restriction,

vii. parking requirements,

viii. fence / wall regulations, etc.

2. If necessary, a detailed written explanation of the process to change or acquire the appropriate zoning status, as provided by the USG, for a specific property for use as a U.S. Embassy or Consulate.

3. Assistance to the USG in providing required notifications to, and obtaining required permits and approvals from, the local government as appropriate.

2c. Real property transaction standards, taxes, and legal context for funds transfer

In relation to clarifying transaction costs and payment responsibilities, as well as to confirm settlements, the USG requests

Contractor deliver the following services:

1. Coordination of the transaction settlement with a Notary Public consistent with local laws and customary real estate practices. The USG requests the services of a Notary Public, fully compensated at the market rate (subject to the

USG’s approval) for those services.

2. Identify costs paid by each party in a typical sale of real estate, which costs are usually paid by each party under law, and which are negotiable and paid by local custom or practice. Suggest commonly used terms or cost sharing.

3. Identify and eliminate any potential charges to the USG for Value Added Tax in connection with the transfer and registration of title.

4. Provide a written explanation of whether currency laws or other regulations restrict the ability of the USG to pay or remit funds within country or overseas in any currency.

5. Assist the USG in applying for any waivers for tax exemptions as well as for registration, transfer, or sales taxes or charges to which it is entitled or eligible for an exemption.

2d. Contract closing proceedings

4 If a survey document does not exist that clearly defines the property boundaries, the services of a competent technical specialist to carry out a boundary survey to assist with the written title report will be required.

5 Taking rights under international law, including the Vienna Conventions on Consular and Diplomatic Relations, and local law into account.

To prepare for the conveyance of real estate at a closing conference, the USG requests Contractor deliver the following services:

1. Provide a detailed description and checklist describing the closing conference framework practiced under law and as a matter of local custom, including, but not limited to:

a. Responsible parties;

b. Meeting actions and coordination, including inspections;

c. Official and hard copy documents or materials that are required at the time of, preceding or subsequent to the closing event (i.e. conveyance documents, handover minutes, etc.);

d. Closing costs schedule including projected timing of payments. Provide a detailed explanation of whether any fees are negotiable and assist USG as necessary;

e. Post-closing actions including registration of conveyance documents, recordation, or other customary actions.

3. Document Review: Within seven (7) days of each request

The USG requests Contractor review USG-supplied documents (examples include, but are not limited to purchase and sales agreements, correspondence, diplomatic notes, etc.) and provide in writing:

3a. Advice and comment on the USG-supplied document(s) acceptability under local laws and practices.

3b. Revisions as needed to make the USG-supplied document(s) comply with local laws and practices.

4. Negotiations: Within ten (10) days of each request

Once the USG is ready to enter negotiations on a specific site, the USG will request Contractor deliver:

4a. A drafted purchase contract or other conveyance vehicle that fully protects USG interests and forward the same for review to the USG points of contact listed below.

4b. Provide advice on and support for changing or acquiring zoning status, development rights, land use rights, or additional entitlements, such as waivers.

5. Pre-Purchase: Within seven (7) days of each request

Prior to settlement deliver to the USG a Pre-Purchase Certification stating that:

5a. The description of the property in the purchase contract corresponds exactly with the description in valid deeds and prior land surveys in the offices where conveyances, survey plats, and other instruments that affect title are officially recorded;

and

5b. The field verification of the existing title records reveals:

1. that no discrepancies exist in measurement of boundaries or land areas; or

2. that there are conditions that might adversely affect the interests of the United States that do not appear in the abstract of title (list of such conditions as they exist); or

3. through a comparison of the field survey and title search certain exceptions6 to a clear and unencumbered title that do not appear in the present title record, but

i. the Seller, at its expense, has taken or is taking all steps necessary to clear any noted exceptions; and

6 To be listed if these exist file:///C:/Users/ChangL/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/DO79O6RR/KL_SOW%20for%20Services%20of%20an%20Attorney_1-24-23.docx%23_USG_Points_of

ii. the proposed legal instrument of conveyance, as drawn by the local land title expert, will, under local law and custom, serve as a document of correction to the erroneous title record; and

iii. there are no mortgages, liens, charges, incidents of tenure, encroachments, reserved strips of land blocking access to public thoroughfares, street widening or public improvement projects proposed or pending, or any other encumbrances or defects of any kind recognized by the laws of the country as affecting the title; and

iv. the Seller has a perfect, exclusive, and unencumbered title to the property and full power to convey it to the

United States of America.

NOTE: If the Contractor does not deem itself capable of verifying existing land surveys in order to deliver the Pre-Purchase

Certification, they shall be responsible for whatever additional professional assistance is needed them to deliver the certification.

ADDITIONAL NOTE: In the case of a transfer by long-term leasehold, the above requirements would apply mutatis mutandis to such leasehold transfer.

6. Closing: Within seven (7) days following settlement

6a. Prepare and register the documents required for the transfer and registration of title in favor of the USG.

6b. Participate in related meetings and/or negotiations, as needed.

6c. Provide prompt written legal advice and/or opinions on specific questions presented by the USG during the purchase, title preparation, registration, closing, and post-closing process.

6d. Translate into English any transaction documents, including contracts, surveys, approvals, and registration materials, that are not originally in English. The USG will require the services of a qualified, certified, and fully-compensated translator.

6e. Provide any and all other services that are not specifically noted above but are needed by the USG to contract for, receive approval of, and settle any proposed transaction

7. Post-Purchase: Within seven (7) days of the date of registration of title transfer

Within seven (7) days of the date of registration of title transfer to the USG, deliver to the USG a Post-Purchase certification stating that:

7a. The transfer and title deed(s) are in the form approved and uniformly used in the country;

7b. The deed has been filed, recorded, and registered in accordance with local law and that the United States of America is now the legal owner of record; and

7c. Contractor has taken all steps required to ensure a perfect, unencumbered title is registered on behalf of the USG.

NOTE: The Additional Note concerning transfer by long-term leasehold, in reference to item 5 above, would apply here as well.

General

Qualifications of Key Personnel

• The Contractor’s key personnel must include licensed attorney(s) who personally possess no less than 10 years’ experience practicing commercial real estate law in the Kuala Lumpur.

• Key personnel must possess experience with complex and high-value real estate transactions ($50M+ USD).

• Key personnel must possess experience advising government and institutional clients on real estate transactions involving rezoning issues, land use conversions, ground leases, and/or other complex real estate transaction issues.

Technical Services

Services of technical specialists or other specialized attorneys may be required to complete the USG’s acquisition of real property.

The cost of additional professional assistance, if necessary, shall be included in Contractor’s bid.

Monthly Invoices

Submit monthly invoices on a timely basis to the COR, with copies to the CO and GTM, for services rendered.

Deliverable Schedule:

Summary of tasks and deliverable deadlines.

Task No. Deliverable Due Date

1 Legal Context

30 days or less following the notice to proceed or as instructed by the CO/COR

2 Research 30 days or less following the date of each request

3 Document Review 7 days or less following the date of each request

4 Negotiations 10 days or less following the date of each request

5 Pre-Purchase Certification.

7 days or less following the date of each request

6 Closing 7 days or less following settlement

7 Post-Purchase Certification.

7 days or less following final registration of all title documents

8 Additional Services 30 days or less following the date of each request

8. Additional Required Services within thirty (30) days of each request, as requested

In addition to the above services, once a site or multiple sites are identified, there may be additional site-specific information the USG requires. These services may be requested as a whole or piecemeal for each identified site. Upon request, Contractor to deliver:

1. A complete chronology of the property to include the following information each time the property has changed ownership or use:

a. date of ownership transfer or change of use,

b. acquisition price (if applicable),

c. type of use, and

d. tenant information (if applicable).

2. Names, addresses, and length of ownership for all prior owners for the last ten (10) years.

3. List of all prior uses of the property for the last thirty (30) years and the name of each business or operator of the property.

4. Advise whether there have been any previous uses that would impact the results of an Environmental Site Assessment and if environmental mitigation is required.

5. A list of current adjacent land uses, owners, and tenants or occupants (if different from owners). Identify adjacent property boundaries and label on a site map.

6. A written opinion on site development challenges, including, but not limited to:7

a. topography,

b. rock,

c. high water table,

d. floodplain,

e. existing fill type,

f. site conditions,

g. availability of utilities,

h. drainage, etc.

7. A written opinion on historic status, designations, or protections of the site to include religious, cultural, landscape, and archeological considerations.

a. Provide contact information for the authority that has jurisdiction of any referenced preservation regulations.

8. Any existing topographic or elevation maps of the site.

9. Maps of local and regional flood maps affecting the site and its immediate area.

10. Any existing maps of local and regional flight paths.

11. Any existing maps of local and regional seismic zones.

9. NDAA compliance

Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act (NDAA) for Fiscal Year 2019 (Pub. L. 115-232)

Section 889 prohibits the USG from entering into, extending, or renewing, a contract with an entity that uses any equipment, system, or service employing covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any systems, on or after August 13, 2020, unless an exception applies, or a waiver is granted. The proscribed companies are Huawei, ZTE, Hikvision, Hytera, and Dahua, their subsidiaries and affiliates.

Please note that if your company can not comply with the requirements of the NDAA, the company may be found ineligible for a USG contract.

7 Include any existing surveys or reports on any of the above listed development risks concerning the site.

SECTION C - PACKAGING AND MARKING

Packaging and marking shall follow commercial practice.

Deliverable items other than letter reports shall be three-hole punched and bound with screw-type binders and rubber bands.

The Contractor shall address letters and all deliverables as listed below:

U.S. Embassy Kuala Lumpur

376, Jalan Tun Razak, 50400 Kuala Lumpur.

SECTION D - INSPECTION AND ACCEPTANCE

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. In addition, the full text of a clause may be accessed electronically at: Acquisition.gov this address is subject to change.

If the Federal Acquisition Regulation (FAR) is not available at the location indicated above, use the Department of State Acquisition website at e-CFR to see the links to the FAR. You may also use an Internet “search engine” (for example, Google, Yahoo or Excite) to obtain the latest location of the most current FAR.

CLAUSE TITLE AND DATE

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE

(AUG 2020)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS (DEC 2014)

52.246-6 INSPECTION--TIME-AND-MATERIAL AND LABOR-HOUR (MAY 2001)

52.246-26 REPORTING NONFORMING ITEMS (JUN 2020)

https://acquisition.gov/browse/index/far https://gov.ecfr.io/cgi-bin/text-idx?SID=d9a7851186785ba2b1896db79b1b6b29&mc=true&tpl=/ecfrbrowse/Title48/48tab_02.tpl

SECTION E - DELIVERIES AND PERFORMANCE

E.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. In addition, the full text of a clause may be accessed electronically at: Acquisition.gov this address is subject to change.

If the Federal Acquisition Regulation (FAR) is not available at the location indicated above, use the Department of State Acquisition website at e-CFR to see the links to the FAR. You may also use an Internet “search engine” (for example, Google, Yahoo or Excite) to obtain the latest location of the most current FAR.

52.242-15 STOP-WORK ORDER (AUG 1989)

E.2 PERIOD OF PERFORMANCE

The base contract period will be one year from the date of award. The Government may extend the purchase order by exercising a one-year option. The contract period, including a maximum of four (4) years, may not exceed five (5) years.

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SECTION F - CONTRACT ADMINISTRATION DATA

F.1. CONTRACTING OFFICER’S REPRESENTATIVE

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

(a) The Contracting Officer may designate in writing one or more Government employees, by name or position title, to take action for the Contracting Officer under this contract. Each designee shall be identified as a Contracting Officer’s Representative (COR). Such designation(s) shall specify the scope and limitations of the authority so delegated; provided, that the designee shall not change the terms or conditions of the contract, unless the COR is a warranted Contracting Officer and this authority is delegated in the designation.

(b) The COR for this contract is Information Program Officer.

F.2 INVOICING AND PAYING INSTRUCTIONS

a. The Contractor shall submit the invoice in the original and three copies to the designated billing address indicated below. The COR will determine if the invoice is complete and proper as submitted. The

COR also will determine if billed services have been satisfactorily performed. If the amount billed is incorrect, the COR will, within seven days, request the Contractor to submit a revised invoice.

b. The Contractor shall specifically identify the last invoice as "Final Invoice." The final invoice shall include the remaining payments due under the basic contract and any and all modifications issued.

c. Contractor shall electronically send the invoices to:

KLFMCDBO@state.gov

Financial Management Centre (FMC)

U.S. Embassy Kuala Lumpur

The Contractor shall show Sales and Service Tax (SST) as a separate item on invoices submitted for payment.

mailto:KLFMCDBO@state.gov

SECTION G - SPECIAL TERMS AND CONDITIONS

G.1. PERMITS

Without additional cost to the Government, the Contractor shall obtain all permits, licenses, and appointments required for this contract.

G.2 RELEASE OF INFORMATION

All information furnished to the Contractor and developed by the Contractor in connection with this transaction shall be considered privileged. The Contractor shall make no public announcements, including news or press releases about this contract.

G.3 TASK ORDERS

Task Orders under this Purchase Order shall be issued on OF 347 and shall include, but not be limited to the following information:

(a) Name of contractor

(b) Purchase Order number and date

(c) Task order number

(d) Description of services to be performed

(e) Estimated number of hours

(f) Hourly rate and ceiling price

(g) Specific property under consideration

The Contracting Officer may place orders orally, telephonically, by facsimile, or in writing. The

Contracting Officer will confirm oral orders in writing within three calendar days.

SECTION H - CLAUSES

H.1 52.252- 2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. In addition, the full text of a clause may be accessed electronically at: Acquisition.gov this address is subject to change.

If the Federal Acquisition Regulation (FAR) is not available at the location indicated above, use the

Department of State Acquisition website at e-CFR to see the links to the FAR. You may also use an

Internet “search engine” (for example, Google, Yahoo or Excite) to obtain the latest location of the most current FAR.

52.202-1 DEFINITION (JUN 2020)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT

AWARDS (JUN 2020)

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATION AND

VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR DEBARMENT (JUN 2020)

52.222-19 CHILD LABOR – COOPERATION WITH AUTHORITIES AND REMEDIES (JAN 2018)

52.222-50 COMBATTING TRAFFICKING IN PERSONS (OCT 2020)

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE

DRIVING (JUN 2020)

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2021)

52.225-14 INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF

CONTRACT (FEB 2000)

52.227-17 RIGHTS IN DATA - SPECIAL WORKS (DEC 2007)

52.232-7 PAYMENTS UNDER TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS

(AUG 2012)

https://gov.ecfr.io/cgi-bin/text-idx?SID=d9a7851186785ba2b1896db79b1b6b29&mc=true&tpl=/ecfrbrowse/Title48/48tab_02.tpl

52.232-24 PROHIBITION OF ASSIGNMENT OF CLAIMS (JAN 1986)

52.232-25 PROMPT PAYMENT (JULY 2013)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER – SYSTEM FOR AWARD

MANAGEMENT (OCT 2018)

52.233-1 DISPUTES (JULY 2002)

52.243-3 CHANGES – TIME-AND-MATERIALS OR LABOR HOURS (SEPT 2000)

52.249-4 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (SERVICES) (SHORT

FORM) (APR 1984)

52.249-6 TERMINATION (COST-REIMBURSEMENT) (MAY 2004)

52.249-14 EXCUSABLE DELAYS (APR 1984)

H.2 FEDERAL ACQUISITION REGULATION CLAUSES PROVIDED IN FULL TEXT

52.213-4 TERMS AND CONDITIONS—SIMPLIFIED ACQUISITIONS (OTHER THAN

COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES) (DEC 2022)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses that are incorporated by reference:

(1) The clauses listed below implement provisions of law or Executive order:

(i) 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)).

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

Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

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

Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(iv) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

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

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

https://www.acquisition.gov/far/part-52#FAR_52_203_19 https://www.acquisition.gov/far/part-52#FAR_52_204_23 https://www.acquisition.gov/far/part-52#FAR_52_204_25 https://www.acquisition.gov/far/part-52#FAR_52_222_3 https://www.acquisition.gov/far/part-52#FAR_52_222_21 https://www.acquisition.gov/far/part-52#FAR_52_222_26

(vii) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

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

(ix) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Pub.L.108-77, 108-

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

(2) Listed below are additional clauses that apply:

(i) 52.232-1, Payments (APR 1984).

(ii) 52.232-8, Discounts for Prompt Payment (FEB 2002).

(iii) 52.232-11, Extras (APR 1984).

(iv) 52.232-25, Prompt Payment (JAN 2017).

(v) 52.232-39, Unenforceability of Unauthorized Obligations (JUN 2013).

(vi) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (NOV

2021).

(vii) 52.233-1, Disputes (MAY 2014).

(viii) 52.244-6, Subcontracts for Commercial Products and Commercial Services (DEC 2022).

(ix) 52.253-1, Computer Generated Forms (JAN 1991).

(b) The Contractor shall comply with the following FAR clauses, incorporated by reference, unless the circumstances do not apply:

(1) The clauses listed below implement provisions of law or Executive order:

(i) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN

2020)(Pub. L. 109-282) ( 31 U.S.C. 6101 note) (Applies to contracts valued at or above the threshold specified in FAR 4.1403(a) on the date of award of this contract).

(ii) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (DEC 2022) (E.O.

13126) (Applies to contracts for supplies exceeding the micro-purchase threshold, as defined in 2.101 on the date of award of this contract).

(iii) 52.222-20, Contracts for Materials, Supplies, Articles, and Equipment., Contracts for

Materials, Supplies, Articles, and Equipment (JUN 2020) ( 41 U.S.C.chapter 65) (Applies to supply contracts over the threshold specified in FAR 22.602 on the date of award of this contract, in the United

States, Puerto Rico, or the U.S. Virgin Islands).

(iv) 52.222-35, Equal Opportunity for Veterans (JUN 2020) ( 38 U.S.C. 4212) (Applies to contracts valued at or above the threshold specified in FAR 22.1303(a) on the date of award of this contract).

https://www.acquisition.gov/far/part-52#FAR_52_225_13 https://www.acquisition.gov/far/part-52#FAR_52_233_3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_233_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_232_1 https://www.acquisition.gov/far/part-52#FAR_52_232_8 https://www.acquisition.gov/far/part-52#FAR_52_232_11 https://www.acquisition.gov/far/part-52#FAR_52_232_25 https://www.acquisition.gov/far/part-52#FAR_52_232_39 https://www.acquisition.gov/far/part-52#FAR_52_232_40 https://www.acquisition.gov/far/part-52#FAR_52_233_1 https://www.acquisition.gov/far/part-52#FAR_52_244_6 https://www.acquisition.gov/far/part-52#FAR_52_253_1 https://www.acquisition.gov/far/part-52#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/part-4#FAR_4_1403 https://www.acquisition.gov/far/part-52#FAR_52_222_19 https://www.acquisition.gov/far/part-2#FAR_2_101 https://www.acquisition.gov/far/part-52#FAR_52_222_20 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_222_35 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-22#FAR_22_1303

(v) 52.222-36, Equal Employment for Workers with Disabilities (JUN 2020) ( 29 U.S.C. 793)

(Applies to contracts over the threshold specified in FAR 22.1408(a) on the date of award of this contract, unless the work is to be performed outside the United States by employees recruited outside the United

States). (For purposes of this clause, "United States" includes the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake

Island.)

(vi) 52.222-37, Employment Reports on Veterans (JUN 2020) ( 38 U.S.C. 4212) (Applies to contracts valued at or above the threshold specified in FAR 22.1303(a) on the date of award of this contract).

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

(Applies to service contracts over $2,500 that are subject to the Service Contract Labor Standards statute and will be performed in the United States, District of Columbia, Puerto Rico, the Northern Mariana

Islands, American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake Island, or the outer

Continental Shelf).

(viii)

(A) 52.222-50, Combating Trafficking in Persons (NOV 2021) ( 22 U.S.C. chapter 78 and E.O. 13627)

(Applies to all solicitations and contracts).

(B) Alternate I (MAR 2015) (Applies if the Contracting Officer has filled in the following information with regard to applicable directives or notices: Document title(s), source for obtaining document(s), and contract performance location outside the United States to which the document applies).

(ix) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN

2022) (Applies when 52.222-6 or 52.222-41 are in the contract and performance in whole or in part is in the United States (the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake Island, and the outer Continental

Shelf as defined in the Outer Continental Shelf Lands Act (43 U.S.C. 1331, et seq.))).

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

(Applies when 52.222-6 or 52.222-41 are in the contract and performance in whole or in part is in the United States (the 50 States and the District of Columbia.))

(xi) 52.223-5, Pollution Prevention and Right-to-Know Information (MAY 2011) (E.O. 13423)

(Applies to services performed on Federal facilities).

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

Hydrofluorocarbons (JUN 2016) (E.O. 13693)(applies to contracts for products as prescribed at

FAR 23.804(a)(1)).

(xiii) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and

Air Conditioners (JUN 2016) (E.O. 13693) (Applies to maintenance, service, repair, or disposal of refrigeration equipment and air conditioners).

https://www.acquisition.gov/far/part-52#FAR_52_222_36 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-22#FAR_22_1408 https://www.acquisition.gov/far/part-52#FAR_52_222_37 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-22#FAR_22_1303 https://www.acquisition.gov/far/part-52#FAR_52_222_41 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-chapter67-front&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_222_50 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_222_55 https://www.acquisition.gov/far/part-52#FAR_52_222_6 https://www.acquisition.gov/far/part-52#FAR_52_222_41 https://www.acquisition.gov/far/part-52#FAR_52_222_62 https://www.acquisition.gov/far/part-52#FAR_52_222_6 https://www.acquisition.gov/far/part-52#FAR_52_222_41 https://www.acquisition.gov/far/part-52#FAR_52_223_5 https://www.acquisition.gov/far/part-52#FAR_52_223_11 https://www.acquisition.gov/far/part-23#FAR_23_804 https://www.acquisition.gov/far/part-52#FAR_52_223_12

(xiv) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) ( 42 U.S.C.

8259b) (Unless exempt pursuant to 23.204, applies to contracts when energy-consuming products listed in the ENERGY STAR® Program or Federal Energy Management Program (FEMP)) will be-

(A) Delivered;

(B) Acquired by the Contractor for use in performing services at a Federally-controlled facility;

(C) Furnished by the Contractor for use by the Government; or

(D) Specified in the design of a building or work, or incorporated during its construction, renovation, or maintenance).

(xv) 52.223-20, Aerosols (JUN 2016) (E.O. 13693) (Applies to contracts for products that may contain high global warming potential hydrofluorocarbons as a propellant or as a solvent; or contracts for maintenance or repair of electronic or mechanical devices).

(xvi) 52.223-21, Foams (JUN 2016) (E.O. 13693) (Applies to contracts for products that may contain high global warming potential hydrofluorocarbons or refrigerant blends containing hydrofluorocarbons as a foam blowing agent; or contracts for construction of buildings or facilities.

(xvii)

(A) 52.225-1, Buy American-Supplies (OCT 2022) ( 41 U.S.C. chapter 67) (Applies to contracts for supplies, and to contracts for services involving the furnishing of supplies, for use in the United

States or its outlying areas, if the value of the supply contract or supply portion of a service contract exceeds the micro-purchase threshold, as defined in 2.101 on the date of award of this contract, and the acquisition-

(1) Is set aside for small business concerns; or

(2) Cannot be set aside for small business concerns (see 19.502-2), and does not exceed $50,000).

(B) Alternate I (OCT 2022) (Applies if the Contracting Officer has filled in the domestic content threshold below, which will apply to the entire contract period of performance. Substitute the following sentence for the first sentence of paragraph (1)(ii)(A) of the definition of domestic end product in paragraph (a) of 52.225-1: (A) The cost of its components mined, produced, or manufactured in the United

States exceeds __ percent of the cost of all its components. [ Contracting officer to insert the percentage per instructions at 13.302-5(d)(4). ])

(xviii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations., Promoting

Excess Food Donation to Nonprofit Organizations (JUN 2020) ( 42 U.S.C. 1792) (Applies to contracts greater than the threshold specified in FAR 26.404 on the date of award of this contract, that provide for the provision, the service, or the sale of food in the United States).

https://www.acquisition.gov/far/part-52#FAR_52_223_15 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-23#FAR_23_204 https://www.acquisition.gov/far/part-52#FAR_52_223_20 https://www.acquisition.gov/far/part-52#FAR_52_223_21 https://www.acquisition.gov/far/part-52#FAR_52_225_1 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-2#FAR_2_101 https://www.acquisition.gov/far/part-19#FAR_19_502_2 https://www.acquisition.gov/far/part-52#FAR_52_225_1 https://www.acquisition.gov/far/part-13#FAR_13_302_5 https://www.acquisition.gov/far/part-52#FAR_52_226_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-26#FAR_26_404

(xix) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (OCT

2013)(Applies when the payment will be made by electronic funds transfer (EFT) and the payment office uses the System for Award Management (SAM) as its source of EFT information).

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

Management (JUL 2013) (Applies when the payment will be made by EFT and the payment office does not use the SAM database as its source of EFT information).

(xxi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV

2021) ( 46 U.S.C. 55305)(Applies to supplies transported by ocean vessels (except for the types of subcontracts listed at 47.504(d)).

(2) Listed below are additional clauses that may apply:

(i) 52.204-21, Basic Safeguarding of Covered Contractor Information Systems (NOV

2021) (Applies to contracts when the contractor or a subcontractor at any tier may have Federal contract information residing in or transiting through its information system.)

(ii) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors

Debarred, Suspended, or Proposed for Debarment (NOV 2021) (Applies to contracts over the threshold specified in FAR 9.405-2(b) on the date of award of this contract).

(iii) 52.211-17, Delivery of Excess Quantities (Sept 1989) (Applies to fixed-price supplies).

(iv) 52.247-29, F.o.b. Origin (FEB 2006) (Applies to supplies if delivery is f.o.b. origin).

(v) 52.247-34, F.o.b. Destination (NOV 1991) (Applies to supplies if delivery is f.o.b.

destination).

(c) FAR 52.252-2, Clauses Incorporated by Reference (Feb 1998). This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

[Insert one or more Internet addresses]

(d) Inspection/Acceptance. The Contractor shall tender for acceptance only 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. The

Government must exercise its postacceptance rights-

(1) Within a reasonable period of time after the defect was discovered or should have been discovered; and https://www.acquisition.gov/far/part-52#FAR_52_232_33 https://www.acquisition.gov/far/part-52#FAR_52_232_34 https://www.acquisition.gov/far/part-52#FAR_52_247_64 https://www.govinfo.gov/content/pkg/USCODE-2019-title46/html/USCODE-2019-title46-subtitleV-partD-chap553-subchapI-sec55305.htm https://www.acquisition.gov/far/part-47#FAR_47_504 https://www.acquisition.gov/far/part-52#FAR_52_204_21 https://www.acquisition.gov/far/part-52#FAR_52_209_6 https://www.acquisition.gov/far/part-9#FAR_9_405_2 https://www.acquisition.gov/far/part-52#FAR_52_211_17 https://www.acquisition.gov/far/part-52#FAR_52_247_29 https://www.acquisition.gov/far/part-52#FAR_52_247_34

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

(e) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence, such as acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(f) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the

Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges that 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 that reasonably could have been avoided.

(g) 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…