RFQ Language Training.doc

TABLE OF CONTENTS

SECTION 1 - THE SCHEDULE

· SF 1449 cover sheet

· Continuation To SF-1449, RFQ Number 19EC7525Q0001, Prices, Block 23 & Block 20 Attachment No. 1 - Certification regarding compliance with applicable federal anti-discrimination law.

SECTION 2 - CONTRACT CLAUSES

· Contract Clauses

· Addendum to Contract Clauses - FAR and DOSAR Clauses not Prescribed in Part 12

SECTION 3 - SOLICITATION PROVISIONS

· Solicitation Provisions

· Addendum to Solicitation Provisions - FAR and DOSAR Provisions not Prescribed in Part 12

SECTION 4 - EVALUATION FACTORS

· Evaluation Factors

· Addendum to Evaluation Factors - FAR and DOSAR Provisions not Prescribed in Part 12

SECTION 5 - REPRESENTATION AND CERTIFICATIONS

· Representation and Certifications

· Addendum to Offeror Representations and Certifications - FAR and DOSAR Provisions not Prescribed in Part 12

SECTION 1 - THE SCHEDULE

CONTINUATION TO SF-1449 COVER PAGE,

RFQ NUMBER 19EC7525Q0001

PRICES, BLOCK 23 & BLOCK 20

1.

PRICE AND PAYMENT

1.1 VALUE ADDED TAX

Value Added Tax (VAT) is not included in the CLIN rates. Instead, it will be priced as a separate Line Item in the contract and on Invoices (if applicable).

1.2

PRICING

The Contractor shall provide an estimated of 1,600 hours of class(es) per year to be given at a firm fixed price per session. Sessions shall be one hour in length and shall be scheduled between Mondays and Fridays from 7:00 am to 5:00 pm., in accordance with Mission Internal Policy, except on official Ecuadorean or US Federal holidays. No more than 5 students will be part of any class, unless mutually agreed upon by the Contractor and the Government. The class schedule and the number of sessions will be determined according to the number of students and number of classes.

Individual classes will be given for advanced levels only or if there are not enough people for group classes for the same level. Each case will be reviewed in a case-by-case basis.

The performance period of this contract is from the start date in the Notice to Proceed and continuing for 12 months, with four, one-year options to renew. The initial period of performance includes any transition period authorized under the contract.

This is a fixed-price indefinite quantity/indefinite delivery contract with four one-year options.

(a) The Contractor shall provide the services for the base period of the contract at the rates shown below and any option years exercised by the Government.

(b) The quantities of 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 this contract

(d) The prices listed below shall include all labor, materials, overhead, and profit.

Line item prices also include VAT, which will be shown separately on invoices.

BASE YEAR

Option Term:

12-month period after Notice to Proceed issued:

* Estimated No. of hours per year: 1,600

Estimated Total Contract Price for Base Year

FIRST OPTION YEAR

Option Term: Twelve (12) Months from expiration of base year

In consideration of satisfactory performance of all the scheduled service required under this contract the fixed price for the first option year of the contract is:

Estimated Total Contract Price for First Option Year

SECOND OPTION YEAR

Option Term: Twelve (12) Months from expiration of first option year

In consideration of satisfactory performance of all the scheduled service required under this contract the fixed price for the second option year of the contract is:

Estimated Total Contract Price for Second Option Year

THIRD OPTION YEAR

Option Term: Twelve (12) Months from expiration of second option year

In consideration of satisfactory performance of all the scheduled service required under this contract the fixed price for the third option year of the contract is:

Estimated Total Contract Price for Third Option Year

FOURTH OPTION YEAR

Option Term: Twelve (12) Months from expiration of third option year In consideration of satisfactory performance of all the scheduled service required under this contract the fixed price for the fourth option year of the contract is:

Estimated Total Contract Price for Fourth Option Year

GRAND TOTAL PRICE

Base Year Total:

First Option Year Total:

Second Option Year Total: _______________

Third Option Year Total: _______________

Fourth Option Year Total: _______________

Grand Total:

1.3

PAYMENT

The Contractor shall not submit an invoice for payment until all requirements identified in this contract have been completed and delivery to the COR is complete. The COR shall calculate the number of words which the contractor shall include in its invoice.

The Contractor shall submit electronic invoices for payment in US dollars, to the COR:

Human Resources Assistant/LE Staff Portfolio:

Definitions:

"COR" means Contracting Officer's Representative; see FAR 52.212-4 Contract Terms and Conditions – Commercial Items, in Section 2.

"Government" means the United States Government unless otherwise stated.

1.4

INSURANCE

1.4.1 DBA

A DBA (Defense Base Act) Insurance will be required upon the work commencement. The DBA insurance may be obtained from any authorized DBA insurance company, See FAR 52.228-3, Workers’ Compensation Insurance (Defense Base Act) (JUL 2014) The Offeror shall include, in their prices, the Defense Base Act (DBA) insurance premium costs covering employees. The offeror may obtain DBA insurance directly from any Department of Labor approved providers at the DOL website at http://www.dol.gov/owcp/dlhwc/lscarrier.htm 1.4.2.

Amount of Insurance. The Contractor is required to provide whatever insurance is legally necessary. The Contractor shall, at its own expense, provide and maintain during the entire performance period the following insurance amounts:

General Liability (includes premises/operations, collapse hazard, products, completed operations, contractual, independent contractors, personal injury)

Bodily Injury stated in U.S. Dollars:

Per Occurrence: As per Ecuadorian Social Security

Cumulative: As per Ecuadorian Social Security

2.

PERFORMANCE WORK STATEMENT

Spanish Language Training Services

SCOPE OF WORK

POST LANGUAGE PROGRAM

BACKGROUND

It is the policy of the U.S. Embassy Quito to provide language training to support the needs of the Mission and to promote employees’ efficiency, career development and professionalism. This scope of work is to contract for the services of Spanish language instruction.

PURPOSE

The selected provider will be responsible for teaching Spanish to Embassy employees and to family members of U.S. Direct-Hire personnel. All agencies at post may use this service for their employees subject to agency funding and approval by the Agency Head.

PROVIDER’S OBLIGATIONS

a. The selected provider will perform all teaching activities in accordance with current Mission policies governing language instruction.

b. The provider will provide a written proposal indicating objectives, prices, and academic program for each level.

c. The provider will teach groups or individuals of people classified under three levels: Basic (level 1), Intermediate (level 2), and Advanced (level 3).

d. Each level will last for 60 hours, until students are no longer attending or until class sizes are considered too small to justify funding, whichever occurs first in each instance.

e. The classes will generally be held weekdays Monday to Friday, from 07:00 am to 5:00 pm, in accordance with Mission internal policy, except on official Ecuadorean or U.S. federal holidays. The classes during weekdays will be presential and virtual. The class schedule and the number of sessions will be determined according to the number of students and number of classes.

f. The provider will present a monthly roster with actual hours signed both by the instructor and the student, according to the policy “hour signed, hour paid” which must be certified by both parties: the Embassy’s Office of Human Resources (HR) and the provider’s representative.

g. The Mission will set up group classes of at least two employees at the same language level and time availability and will be designated by the Contracting Officer Representative (COR). One-to-one classes can be offered depending on availability of funds, but group classes are preferred.

h. The provider will keep a roster of class attendance, a copy of which will be turned over to HR at the end of each month. Students who are unable to attend class due to official business, illness or leave will be excused from attending classes with previous written notification to HR.

i. The provider will be subject to reviews and assessment by the COR. Reviews will specifically include the content of the course, the applicability of the lessons to student needs, and the effectiveness of teaching methods. If the teaching is not considered satisfactory, the U.S. Embassy may consider terminating the services without prior notice.

j. The provider will perform a placement test to determine the students’ level.

k. The provider will periodically give quizzes to determine the students’ progress and will give a test at the end of each course to determine if the students are prepared for the next level. The results of the tests will be forwarded to the COR.

l. The provider will be responsible for transportation, parking fees or other expenses, which the teacher(s) may incur in the performance of this contract.

m. Only legally established institutions or language schools will be considered as potential providers. Submit a copy of an authorized Language Training Certificate.

EMBASSY’S OBLIGATIONS

a. The Embassy will allow Embassy access to the teacher(s) and provide use of physical space and facilities necessary to perform the training.

b. The Embassy will pay for all electricity, water, gas, trash disposal, and Wi-Fi services for classes taught within Embassy premises where the classes are to be taught.

c. The Embassy will pay the provider on a monthly basis by means of a purchase order.

d. The provider will provide the Embassy with a legal invoice based on in the daily roster. The Embassy will pay the hours participants who could not attend and did not notify in advance as established and certified in the class roster.

e. Payment will be in accordance with Mission Policy at an hourly rate to be determined after receiving the proposals of the providers interested in providing the Embassy with this service.

f. Post Language training is subject to funding availability and order of priority is governed by 13 FAM 230. The Embassy will be responsible for determining employees’ eligibility for language classes.

OTHER

Post Language training is subject to funding availability and order of priority is governed by 13 FAM 231.

Post Language training consists of one year base contract plus four option years.

The Spanish Post Language Program is for Department of State employees (USDHs and EFMs) and participating agencies. Note: students may only participate in language classes for English or Spanish, not both. The rules for language training are stated in a Mission Policy (see attached).

Students from participating agencies would need to provide funding before the services are offered.

All unexcused absences will be charged to the employee. All anticipated absences will not be counted against unexcused absences, provided that the Post language contractor is notified at least 24 hours in advance. The Financial Management Office will submit bills of collections when appropriate.

METHODOLOGY

Classes should follow the communicative / proficiency-oriented language teaching approach. Instruction should be organized not in terms of grammatical structure, but in terms of functions (i.e. the specific purpose and context of the utterance). E.g., the function of “shopping” requires a solid grasp of numbers, asking about prices or features of a product, and bargaining. Similarly, the function of “attending a party or reception” requires introductions and greetings, discussing interests and hobbies, proposing a toast, and making a short speech.

Such an approach emphasizes interaction and communication as the goal of study. Communicative competence is taught by:

1. Teaching and practicing communicate through interaction in the target language.

2. Introducing authentic texts into the learning situation from the very beginning (e.g., supermarket fliers and business cards for beginners; editorials for advanced learners).

3. Enhancing and including the student’s own personal experiences as important contributing elements to classroom learning (e.g. teaching and talking about embassy-typical situations).

4. Linking classroom language learning with language activities outside the classroom, e.g. going to the deli counter in the supermarket and ordering cuts of meat or fish after learning about shopping in the classroom; going to an open market and bargaining; visiting a historical site or museum after reading an article about Ecuadorian history with intermediate or advanced students.

In the classroom, pairs or groups of students negotiate and cooperate in fluency-based activities that are centered on a given topic to develop confidence in that thematic area. Fluency-based activities include but are not limited to interviews, role-plays, surveys, and – especially at the advanced level – speaking at length. It is recommended that in-class teaching is reinforced with the thematically organized expressions and grammar topics of the language resources from the Foreign Service Institute (FSI) (e.g. Mango for Spanish) at the beginner and intermediate levels. At the advanced level, grammar topics should be covered only as a diagnostic in class, i.e. when students demonstrate repeated or basic problems with a particular grammar topic.

EVALUATION FACTORS

1. Providing classes on the assigned days and at the assigned times.

2. Teaching a variety of language skills in each class, e.g. speaking, listening (e.g. to the teacher’s experience about his/her weekend or an interesting article/event), reading, writing.

3. Providing adequate speaking opportunities for students (such as role-plays, presentations, interviews, telephone calls) so that communication is the primary goal of the class.

4. Using a variety of activities in each class, including authentic reading materials (e.g. for beginners: obituaries, shop fliers, tourist offerings; for intermediate: simple newspaper articles about events; for advanced: editorials, readings about complex topics); listening to video or audio clips; vocabulary games and grammar exercises.

5. Providing appropriate content to students at the basic, intermediate, and advanced levels to facilitate students advancing to higher levels.

English Language Training Services

SCOPE OF WORK

POST LANGUAGE PROGRAM

BACKGROUND

It is the policy of the U.S. Embassy Quito to provide language training to support the needs of the Mission and to promote employees’ efficiency, career development and professionalism. This scope of work is to contract for the services of English language instruction.

PURPOSE

The selected provider will be responsible for teaching English to Embassy employees. All agencies at post may use this service for their employees subject to agency funding and approval by the Agency Head.

PROVIDER’S OBLIGATIONS

a. The selected provider will perform all teaching activities in accordance with current Mission policies governing language instruction.

b. The provider will provide a written proposal indicating objectives, prices, and academic program for each level

c. The provider will teach groups or individuals of people classified under three levels: Basic (level 1), Intermediate (level 2), and Advance (level 3).

d. Each level will last for 60 hours, until students are no longer attending or until class sizes are considered too small to justify funding, whichever occurs first in each instance.

e. The classes will generally be held weekdays Monday to Friday, from 07:00 am to 5:00 pm, in accordance with Mission internal policy, except on official Ecuadorean or U.S. federal holidays. The classes during weekdays will be presential and virtual. The class schedule and the number of sessions will be determined according to the number of students and number of classes.

f. The provider will present a monthly roaster with actual hours signed both by the instructor and the student, according to the policy “hour signed, hour paid” which must be certified by both parties: HR and the provider representative.

g. The Mission will set up group classes of at least two employees at the same language level and time availability and will be designated by the Contracting Officer Representative (COR).

h. The provider will keep a roster of class attendance, a copy of which will be turned over to the COR at the end of each month. Students on official travel, illness or on leave will be excused from attending classes with previous written notification to HR.

i. The provider will be subject to reviews and assessment by the Post Language Officer/COR. Reviews will specifically include the content of the course, the applicability of the lessons to student needs, and the effectiveness of teaching methods. If the teaching is not considered satisfactory, the U.S. Embassy may consider terminating the services without prior notice.

j. The provider will perform a placement test to determine the students’ level.

k. The provider will periodically give quizzes to determine the students’ progress and will give a test at the end of each course to determine if the students are prepared for the next level. The results of the tests will be forwarded to the COR.

l. The provider will be responsible for transportation, parking fees or other expenses, which the teacher(s) may incur in the performance of this contract.

m. Only legally established institutions or language schools will be considered as potential providers. Submit a copy of an authorized Language Training Certificate.

EMBASSY’S OBLIGATIONS

a. The Embassy will allow Embassy access and entry the teacher(s) and provide use of physical space and facilities necessary to perform the training.

b. The Embassy will pay for all electricity, water, gas, trash disposal, and Wi-Fi services for classes taught within Embassy premises where the classes are to be taught.

c. The Embassy will pay the provider on a monthly basis by means of a purchase order.

d. The provider will provide the Embassy with a legal invoice based on the daily roaster. The Embassy will pay the hours participants who could not attend and did not notify in advance as established and certified in the class roaster.

e. Payment will be in accordance with Mission Policy at an hourly rate to be determined after receiving the proposals of the providers interested in providing the Embassy with this service.

OTHER

Post Language training is subject to funding availability and order of priority is governed by 13 FAM 231.

Post Language training consists of one year base contract plus four option years.

The English Post Language Program is for the Local Staff of the Department of State and participant agencies, and for, EFMs. Note: students may only participate in language classes for English or Spanish, not both. The rules for language training are stated in a Mission Policy (see attached).

Students from participant agencies would need to provide funding before the services are offered.

All unexcused absences will be charged to the employee. All anticipated absences will not be counted against unexcused absences, provided that the Post language contractor is notified at least 24 hours in advance. The Financial Management Office will submit bills of collections when appropriate.

Methodology:

Classes should follow the communicatively/proficiency-oriented language teaching approach. Instruction should be organized not in terms of grammatical structure, but in terms of functions (i.e. the specific purpose and context of the utterance). E.g., the function “shopping” requires a solid grasp of numbers, asking about prices or features of a product and bargaining. Similarly, the function “hosting a dinner or party” requires introductions and greetings and discussing interests and hobbies, proposing a toast, making a short speech etc.

Such an approach emphasizes interaction and communication as the goal of study. Such communicative competence is taught by:

5. Teaching and practicing communicating through interaction in the target language.

6. Introducing authentic texts into the learning situation from the very beginning (e.g., supermarket fliers, business cards etc. for the very beginners; editorials for advanced learners).

7. Enhancing/Including the student’s own personal experiences as important contributing elements to classroom learning (e.g. teaching and talking about embassy-typical situations).

8. Linking classroom language learning with language activities outside the classroom, e.g. going to the deli counter in the supermarket and ordering cuts of meat or fish after learning about shopping in the classroom; going to an open market and bargaining; visiting a historical site or museum after reading an article about Ecuadorian history with intermediate or advanced students.

In the classroom, pairs or groups of students negotiate and cooperate in fluency-based activities that are centered on a given topic to develop confidence in that thematic area. Fluency-based activities include, but are not limited to interviews, role-plays, surveys, and – especially at the advanced level --speaking at length. It is recommended that in-class teaching is reinforced with the thematically organized expressions and grammar topics from the FSI language resource Mango for English at the beginner and intermediate levels.

EVALUATION FACTORS

1. Providing classes on the assigned days and at the assigned times.

2. Teaching a variety of language skills in each class, e.g. speaking, listening (e.g. to the teacher’s experience about his/her weekend or an interesting article/event); reading and, if so desired by the student, writing.

3. Providing plenty of speaking opportunity for students (such as role-plays, presentations, interviews, telephone calls) so that communication is the primary goal of the class.

4. Using a variety of activities in each class, e.g. authentic reading materials (e.g. for beginners: obituaries, shop fliers, tourist offerings; for intermediate: simple newspaper articles about events; for advanced: editorials, readings about complex topics); listening to video or audio clips; vocabulary games and grammar exercises.

3.

PERIOD OF PERFORMANCE

The classes will generally be held weekdays Monday to Friday, from 07:00 am to 5:00 pm, in accordance with Mission internal policy, except on official Ecuadorean or U.S. federal holidays, at the Embassy of the United States of America in Quito, Ecuador located at Av. Avigiras E12-170 y Av. Eloy Alfaro. The classes during weekdays will be presential and virtual. The class schedule and the number of sessions will be determined according to the number of students and number of classes.

4.

SPECIFIC TASKS

The Contractor shall provide Language Training Services at the firm fixed prices shown in this contract. The objective of each training module or lesson is to prepare all students as efficiently and effectively as possible to accomplish the goals of the training.

5.1.

STUDENT TESTING

The Contractor shall administer tests on knowledge and proficiency as a required element of evaluating the student's progress in the training module or lesson. The Contractor shall provide these tests periodically to:

· determine the student's progress in training;

· identify areas of weakness where supplemental training may be needed; and,

· quantify the student's then-current level of knowledge and proficiency.

· Initial testing will be used to establish a baseline for measurement of knowledge and proficiency obtained, and may be used in a predictive manner to facilitate personal training planning.

6.0 Contracting Officer’s Representative (COR)

The Contracting Officer’s Representative (see clause 652.242-70 in Section 2 Addendum) will provide specific guidance and answer questions relative to the requirement described in paragraph D.1, above. The COR for this contract is:

Human Resources Assistant

7.0.

QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP)

This plan provides an effective method to promote satisfactory contractor performance. The QASP provides a method for the Contracting Officer's Representative (COR) to monitor Contractor performance, advise the Contractor of unsatisfactory performance, and notify the Contracting Officer of continued unsatisfactory performance. The Contractor, not the Government, is responsible for management and quality control to meet the terms of the contract. The role of the Government is to monitor quality to ensure that contract standards are achieved.

Services.

Performs all services set forth in the scope of work.

7.1.1

SURVEILLANCE

The COR will receive and document all complaints from Government personnel regarding the services provided. If appropriate, the COR will send the complaints to the Contractor for corrective action.

7.1.2

STANDARD

The performance standard is that the Government receives no more than three customer complaints per month. The COR shall notify the Contracting Officer of the complaints so that the Contracting Officer may take appropriate action to enforce the inspection clause (FAR 52.212-4, Contract Terms and Conditions-Commercial Items), if any of the services exceed the standard.

7.1.3

PROCEDURES

(a) If any Government personnel observe unacceptable services, either incomplete work or required services not being performed they should immediately contact the COR.

(b) The COR will complete appropriate documentation to record the complaint.

(c) If the COR determines the complaint is invalid, the COR will advise the complainant. The COR will retain the annotated copy of the written complaint for his/her files.

(d) If the COR determines the complaint is valid, the COR will inform the Contractor and give the Contractor additional time to correct the defect, if additional time is available. The COR shall determine how much time is reasonable.

(e) The COR shall, as a minimum, orally notify the Contractor of any valid complaints.

(f) If the Contractor disagrees with the complaint after investigation of the site and challenges the validity of the complaint, the Contractor will notify the COR. The

COR will review the matter to determine the validity of the complaint.

(g) The COR will consider complaints as resolved unless notified otherwise by the complainant.

(h) Repeat customer complaints are not permitted for any services. If a repeat customer complaint is received for the same deficiency during the service period, the COR will contact the Contracting Officer for appropriate action under the

Inspection clause.

ATTACHMENT NO. 1.

U.S. EMBASSY QUITO

CERTIFICATION REGARDING COMPLIANCE WITH APPLICABLE FEDERAL ANTI-DISCRIMINATION LAW

All Department of State contractors must certify that they do not operate any programs promoting DEI that violate any applicable anti-discrimination laws and agree that such certification is material for purposes of the government’s payment decision and therefore subject to the False Claims Act. See 31 U.S.C. 3729(b)(4).

DIRECTIONS FOR CONTRACTORS and/or OFFERORS

1. Read the entire certification provided below.

2. After you have read the provisions, please check the appropriate boxes.

3. Upon completion of Step 2, fill out the representation below. NOTE: This certification is made by a person with the authority to bind the contractor or offeror.

4. Return completed form to the Contracting Officer/POC shown in the e-mail.

CERTIFICATION:

The Contractor or prospective offeror certifies they:

· are in compliance in all respects with all applicable Federal anti-discrimination laws is material to the government’s payment decisions for purposes of section 31 USC 3729(b)(4) (False Claims Act); and

· do not operate any programs promoting Diversity, Equity, and Inclusion that violate any applicable Federal anti-discrimination laws.

Contractor or Offeror Name (Printed or Typed): ________________________________ Authorized Representative Name and Title: ________________________________ Authorized Representative Signature and Date: ______________________________ Solicitation or Contract Number: ________________________________

SECTION 2 - CONTRACT CLAUSES

52.212-4

CONTRACT TERMS AND CONDITIONS – COMMERCIAL ITEMS

(NOV 2021) IS INCORPORATED BY REFERENCE. (SEE SF-1449,

BLOCK 27A)

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:

http://acquisition.gov/far/index.html or http://farsite.hill.af.mil/vffara.htm.

These addresses are subject to change. If the Federal Acquisition Regulation (FAR) is not available at the locations indicated above, use the Department of State Acquisition website at http://www.statebuy.state.gov 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.

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (SEP 2023)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (Aug 1996) ( 31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

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

__ (5) [Reserved].

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

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

_X_ (8) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117-328).

_X_ (9) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Nov 2021) ( 31 U.S.C. 6101 note).

__ (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) ( 41 U.S.C. 2313).

__ (11) [Reserved].

__ (12) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Oct 2022) ( 15 U.S.C. 657a).

__ (13) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

__ (14) [Reserved]

__ (15)

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

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

__ (16)

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

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

__ (17) 52.219-8, Utilization of Small Business Concerns (Sep 2023) ( 15 U.S.C. 637(d)(2) and (3)).

__ (18)

(i) 52.219-9, Small Business Subcontracting Plan (Sep 2023) ( 15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Sep 2023) of 52.219-9.

__ (19)

(i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) ( 15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (20) 52.219-14, Limitations on Subcontracting (Oct 2022) ( 15 U.S.C. 637s).

__ (21) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

__ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct 2022) ( 15 U.S.C. 657f).

__ (23)

(i) 52.219-28, Post Award Small Business Program Rerepresentation (Sep 2023)( 15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (Mar 2020) of 52.219-28.

__ (24) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Oct 2022) ( 15 U.S.C. 637(m)).

__ (25) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Oct 2022) ( 15 U.S.C. 637(m)).

__ (26) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) ( 15 U.S.C. 644(r)).

__ (27) 52.219-33, Nonmanufacturer Rule (Sep 2021) ( 15U.S.C. 637(a)(17)).

__ (28) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

_X_ (29) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Dec 2022) (E.O.13126).

__ (30) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

__ (31)

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

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

__ (32)

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

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

__ (33)

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

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

_X_ (34) 52.222-37, Employment Reports on Veterans (Jun 2020) ( 38 U.S.C. 4212).

__ (35) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (36)

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

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

__ (37) 52.222-54, Employment Eligibility Verification (May 2022) (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

__ (38)

(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) ( 42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 ( 42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (39) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (40) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (41)

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

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

__ (42)

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

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

__ (43) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) ( 42 U.S.C. 8259b).

__ (44)

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

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

_X_ (45) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) (E.O. 13513).

__ (46) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

__ (47) 52.223-21, Foams (Jun2016) (E.O. 13693).

__ (48)

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

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

__ (49)

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

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

__ (50)

(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (Dec 2022) ( 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I [Reserved].

__ (iii) Alternate II (Dec 2022) of 52.225-3.

__ (iv) Alternate III (Jan 2021) of 52.225-3.

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

_X_ (51) 52.225-5, Trade Agreements (Dec 2022) ( 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

_X_ (52) 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).

__ (53) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

__ (54) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) ( 42 U.S.C. 5150).

__ (55) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) ( 42 U.S.C. 5150).

X 52.228-3, Workers’ Compensation Insurance (Defense Base Act) X_ (56) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021).

_X_ (57) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (Nov 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

__ (58) 52.232-30, Installment Payments for Commercial Products and Commercial Services (Nov 2021) ( 41 U.S.C. 4505, 10 U.S.C. 3805).

_X_ (59) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct2018) ( 31 U.S.C. 3332).

__ (60) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) ( 31 U.S.C. 3332).

__ (61) 52.232-36, Payment by Third Party (May 2014) ( 31 U.S.C. 3332).

__ (62) 52.239-1, Privacy or Security Safeguards (Aug 1996) ( 5 U.S.C. 552a).

__ (63) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) ( 15 U.S.C. 637(d)(13)).

__ (64)

(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) ( 46 U.S.C. 55305 and 10 U.S.C. 2631).

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

__ (iii) Alternate II (Nov 2021) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

__ (1) 52.222-41, Service Contract Labor Standards (Aug 2018) ( 41 U.S.C. chapter67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) ( 29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) ( 29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (May 2014) ( 29U.S.C.206 and 41 U.S.C. chapter 67).

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) ( 41 U.S.C. chapter 67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) ( 41 U.S.C. chapter 67).

__ (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).

__ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O. 13706).

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

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1), in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C. 3509).

(ii) 52.203-19, 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)).

(iii) 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).

(iv) 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).

(v) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117-328).

(vi) 52.219-8, Utilization of Small Business Concerns (Sep 2023) ( 15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

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

(viii) 52.222-26, Equal Opportunity (Sep 2015) (E.O.11246).

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

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

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

(xii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

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

(xiv)

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

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

(xv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (May 2014) ( 41 U.S.C. chapter 67).

(xvi) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) ( 41 U.S.C. chapter 67).

(xvii) 52.222-54, Employment Eligibility Verification (May 2022) (E.O. 12989).

(xviii) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).

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

(xx)

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

(B) Alternate I (Jan 2017) of 52.224-3.

(xxi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

(xxii) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) ( 42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxiii) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in accordance with paragraph (c) of 52.232-40.

(xxiv) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) ( 46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

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

(End of clause)

Alternate I (Feb 2000). As prescribed in 12.301 (b)(4)(i), delete paragraph (d) from the basic clause, redesignate paragraph (e) as paragraph (d), and revise the reference to "paragraphs (a), (b), (c), or (d) of this clause" in the redesignated paragraph (d) to read "paragraphs (a), (b), and (c) of this clause".

Alternate II (Sep 2023). As prescribed in 12.301 (b)(4)(ii), substitute the following paragraphs (d)(1) and (e)(1) for paragraphs (d)(1) and (e)(1) of the basic clause as follows:

(d)(1) The Comptroller General of the United States, an appropriate Inspector General appointed under section 3 or 8 G of the Inspector General Act of 1978 ( 5 U.S.C.