SGE50017R0090_Final_06-20-2017.pdf

SOLICITATION

DOCUMENT

Mobile phone services for US Mission Germany

Solicitation No. SGE50017R0090

American Consulate General Regional Procurement Support Office (RPSO) Giessener Strasse 30 D-60435 Frankfurt am Main Germany

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

SGE50017R0090

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

DATE

06/21/2017

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Wilhelm Fleming

b. TELEPHONE NUMBER (No collect calls)

c. EMAIL flemingwm@state.gov

8. OFFER DUE DATE / LOCAL

TIME

07/20/2017 14:00:00

CODE FRANK

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS: 517210

SIZE STANDARD:

10. THE ACQUISITION IS

SEE

SCHEDULE

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS

RATED ORDER UNDER DPAS

13b. RATING

RFQ IFB X RFP

14. METHOD OF SOLICITATION

BERLICODE15. DELIVER TO

AMERICAN EMBASSY BERLIN

PARISER PLATZ 2

ATTN:IMO/IPO

BERLIN, 10117

GERMANY

CODE FRANK16. ADMINISTERED BY

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

FACILITY

CODE

CODE

Contact Duns Telephone No.

17a. CONTRACTOR/OFFEROR BERLICODE18a. PAYMENT WILL BE MADE BY

AMERICAN EMBASSY BERLIN

PARISER PLATZ 2

ATTN:IMO/IPO

BERLIN, 10117

GERMANY

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

OFFER SEE ADDENDUM

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

CHECKED

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

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

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

See Line Items Section

25. ACCOUNTING AND APPROPRIATION DATA

See Line Item Detail

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

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN __1__ COPIES TO

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

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

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REF. OFFER DATED . YOUR OFFER ON

SOLICITATION (BLOCK 5) INCLUDING ANY ADDITIONS OR CHANGES WHICH

ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

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

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

Tandra Jones 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 02/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

SGE50017R0090

Table of Contents

Section Description Page Number

1 Solicitation/Contract Form

1 SCOPE OF CONTRACT

2 PRICING

3 IDIQ TYPE OF CONTRACT

4 VALUE ADDED TAX (VAT)

5 PERFORMANCE WORK STATEMENT

6 DEACTIVATION OF SIM CARDS AFTER EXPIRATION OF CONTRACT

7 KEY PERSONNEL

8 SPECIAL CONTRACTURAL REQUIREMENTS

9 PERIOD OF PERFORMANCE

10 PLACE OF PERFORMANCE

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

11 CONTRACT ADMINISTRATION DATA

14 ATTACHMENTS

2 Contract Clauses 52.204-13 System for Award Management Maintenance (Oct 2016) 52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving (Aug 2011) 52.225-13 Restrictions on Certain Foreign Purchases (June 2008) 52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004) 52.212-4 Contract Terms and Conditions--Commercial Items (Jan 2017) 1 ADDENDUM TO FAR 52.212-4(g) INVOICING AND PAYING INSTRUCTIONS 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders--Commercial Items (Jan 2017) 52.216-18 Ordering (Oct 1995)

2 ADDENDUM TO FAR 52.216-18 ORDERING PROCEDURES

52.216-19 Order Limitations (Oct 1995) 52.216-22 Indefinite Quantity (Oct 1995) 52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000)

652.242-73 AUTHORIZATION AND PERFORMANCE (AUG 1999)

3 Solicitation Provisions 52.204-7 System for Award Management (Oct 2016) 52.204-16 Commercial and Government Entity Code Reporting (Jul 2016) 52.214-34 Submission of Offers in the English Language (Apr 1991) 52.212-1 Instructions to Offerors--Commercial Items (Jan 2017)

1 ADDENDUM TO FAR 52.212-1 SUBMISSION OF OFFERS

2 ADDENDUM TO FAR 52.212-1 SUMMARY OF INSTRUCTIONS

3 ADDENDUM TO FAR 52.212-1 DETAILED INSTRUCTIONS

4 PROPOSAL DUE DATE

52.216-1 Type of Contract (Apr 1984) 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998)

652.206-70 ADVOCATE FOR COMPETITION/OMBUDSMAN (FEB 2015)

5 RELATIONSHIP BETWEEN INSTRUCTIONS AND EVALUATION

4 Evaluation Factors 52.212-2 Evaluation - Commercial Items (Oct 2014) 52.225-17 Evaluation of Foreign Currency Offers (Feb 2000)

1 GENERAL

5 Representations and Certifications 52.212-3 Offeror Representations and Certifications--Commercial Items (Jan 2017)

1 AUTHORIZED CONTRACT ADMINISTRATOR

The estimated amount is based upon the Government estimated quantities and the unit prices submitted by contractor for the base year and option years.

001 BASE YEAR

OCTOBER 01, 2017 - SEPTEMBER 30, 2018

Cellular Network Communication Services for US Mission Germany.

To include all base year line items without CLIN 028 and 034.

(Total estimated cost exclusive VAT).

1.00 YR

Doc Ref No:

Delivery Date FOB:

101 FIRST OPTION YEAR

OCTOBER 01, 2018 - SEPTEMBER 30, 2019

Cellular Network Communication Services for US Mission Germany.

To include all option year one line items without CLIN 128 and 134.

(Total estimated cost exclusive VAT).

1.00 YR

Doc Ref No:

Delivery Date FOB:

201 SECOND OPTION YEAR

OCTOBER 01, 2019 - SEPTEMBER 30, 2020

Cellular Network Communication Services for US Mission Germany.

To include all option year two line items without CLIN 228 and 234.

(Total estimated cost exclusive VAT).

1.00 YR

Doc Ref No:

Delivery Date FOB:

301 THIRD OPTION YEAR

OCTOBER 01, 2020 - SEPTEMBER 30, 2021

Cellular Network Communication Services for US Mission Germany.

To include all option year three line items without CLINs 228 and 234.

(Total estimated cost exclusive VAT).

1.00 YR

Doc Ref No:

Delivery Date FOB:

401 FOURTH OPTION YEAR

OCTOBER 01, 2021 - SEPTEMBER 30, 2022

Cellular Network Communication Services for US Mission Germany.

To include all option year four line items without CLIN 328 and 334.

(Total estimated cost exclusive VAT).

1.00 YR

Doc Ref No:

Delivery Date FOB:

Currency of Proposal:___________________

Total of base and all option years:________________ Summary Info Continuation Page

SGE50017R0090

Line Item Summary

Solicitation Number:

SGE50017R0090

Contract Number: Title: Celluar Network Services US Mission Germany

Date of Solicitation:

06/21/2017

Line Item No. Description Quantity Unit Unit Price Total Cost

Section 1- Solicitation/Contract Form

1 SCOPE OF CONTRACT

The contractor shall provide cellular network communications services to U.S. Mission Germany. The prices listed below shall include all labor, materials, insurance (see FAR 52.228-4 and 52.228-5), overhead, and profit. The Government will pay the Contractor on a monthly basis for standard services that have been satis-factorily performed.

Temporary Additional Services (TAS) are defined as purchase of a cellular phone (or use of a previously pur-chased cellular phone) with an initial stipulated minimum time frame and extended with daily, weekly or monthly rates. These services shall support special events at the Post. The Contractor shall provide these ser-vices in addition to the scheduled services specified in this contract. The Contracting Officer shall order these services on an as needed basis. This work shall not be subcontracted. The Contracting Officer may require the Contractor to provide temporary additional services with 24 hour advance notice.

The Contractor shall include in its next regular invoice details of the temporary additional services and, if ap-plicable, materials, provided and requested under temporary additional services. The Contractor shall also in-clude a copy of the Contracting Officer’s written confirmation for the temporary additional services.

The US Government will issue an Indefinite-Delivery Indefinite-Quantity type contract for the services ordered under this contractual instrument.

2 PRICING

The offeror shall complete the pricing in attachment A with the contract line items 001 through 042 for the base year and the approporiate line items for the four option years. Furthermore all fill-ins within the line items 004, 006,-008, 010, 011, 025-027, 034 (with the applicable zones and discount rates) and 035-037 are to be com-pleted for the base and option years.

Offers failing to complete this pricing attachment will be considered non-responsive and will be not be con-sidered for award.

The offeror is to predetermine the amount (2-5) of individual roaming zones required and countries associated with these individual zones. Zone 1 is to include EU and EEA countries.

The rates defined in this contract do not cover the cost for special or service numbers.

Minimum and Maximum Contract Amounts:

For each current year of the contract, the U.S. Government guarantees a minimum order of US $10,000.00 (or local equivalent) under this contract. The total amount for the base and four (4) option years shall not exceed US $7,500,000.00 (or local equivalent).

The offerors are to complete the following:

(a) High speed and reduced speed data transfer rates (for Data Packages), are to be stipulated below:

Maximum high speed date rate: ______________________ for 4G connections

Reduced to: ______________________ for 4G connections

(b) Please indicate as to whether access to hotspots will be included free of charge within any voice and data packages.

If included, please indicate the amount of Hotspots __________________ throughout Germany(please provide a current location list as an attachment hereto).

Calls and SMS traffic between the Closed User Group (CUG), which consists of all cellular telephone numbers issued under this contract as well as any land line telephone numbers assigned to Mission Germany facilities throughout Germany (Berlin, Frankfurt, Munich, Hamburg, Leipzig, Dusseldorf), shall be free of charge when within the contractor’s control. The Contracting Officer or Contracting Officer’s Representative may be able to specify up to ten (10) Virtual Private Networks (VPN), or logical divisions within the CUG, that will be able to communicate over the US Mission’s Private Number Plan (PNP).

Any other commercially available standard options included in the contract line item pricing should be clearly defined and included as an attachment to this solicitation / contract referencing the appropriate line item(s).

3 IDIQ TYPE OF CONTRACT

This will be a an Indefinite Delivery, Indefinite Quantity contract payable entirely in currency stipulated in the contract.

(a) The contractor shall provide the services for the base period of the contract at the rates shown in contract line items, this applies to the subsequent CLIN’s for any option years exercised by the Government.

(b) The quantities of supplies and services specified in the Request for Proposal and follow-on contract are es-timates only.

(c) The contractor shall furnish to the Government, when and if ordered, the supplies or services as specified in the Delivery Order. The Government may issue orders requiring delivery and services at multiple locations on withn US Mission Germany. 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 / ordered.

No additional sums will be payable on account of any escalation in the cost of materials, equipment or labor, or because of the contractor's failure to properly estimate or accurately predict the cost, or difficulty in achieving the results required by this contract. The contract price will not be adjusted on account of fluctuations in cur-rency exchange rates. Changes in the contract price, or time to complete, will be made only for changes made by the Government in the work to be performed, or by delays caused by the Government.

Payments based on quantities and unit prices will be made only to the extent specifically provided in the con-tract Delivery Order.

4 VALUE ADDED TAX (VAT)

The Contractor shall include VAT as a separate charge on the invoice and as a separate line item in Section 1.

The US Government will only reimburse the Contractor for actual VAT paid to the Host Government. Proof of payment of the VAT must accompany each applicable invoice.

5 PERFORMANCE WORK STATEMENT

5. PERFORMANCE WORK STATEMENT

This solicitation is for cellular communications services. The Embassy is using 1000-1500 SIMs for official purposes with various contractual expiration dates. The Contractor shall provide complete cellular network communications services for the American Embassy and Consulates of Germany. Services provided shall in-clude:

• Calls within Mission Germany’s Network

• National calls

• Worldwide calls

• Worldwide roaming

• Voice and data services for cellular phones, smart phones and Blackberries

• Data services for tablet computers and netbooks.

• Wireless Application Protocol (WAP)

• SMS messaging

• Voice Mail

• 24 hour Customer service

• Detailed Billing of calls made

• Data analytics of customer use of voice and data services

• Use of hot spot locations within contractor’s network

• Deactivation of SIM cards after contract expiration

The following will be only provided for orders issued under the “Temporary Additional Services” portion of the contract:

• Cellular telephone equipment

• Purchase of cellular telephones

• Purchase of rebated Blackberries, smart phones, cellular phones and other mobile devices.

The contractor shall assure that all US Mission Germany Official cellular phone numbers are undisclosed. The contractor shall assist with porting of numbers currently held by Mission Germany, and shall reduce the down-time portion he is responsible for to no more than 24 hours.

The Contractor shall ensure that the connection through its network is of the highest quality possible and shall be uninterrupted, clear and with no static. Network problems shall be remedied immediately, and the COR must be immediately informed of any problems, and their resolution.

5.1 EQUIPMENT PACKAGE FOR THE TEMPORARY ADDITIONAL SERVICES

The basic package shall include but is not limited to the following items:

Mobile Phone (tri-band) Battery (at least Li-Ion) Battery charger, Fixed hands-free kit

Personal hands free unit Belt clip or pouch User manual Safety certificate and brochures

5.2 CALLS WITHIN GERMANY

The contractor shall ensure on a 24-hour basis at least 90% local network coverage within Germany with spe-cial consideration to all urban areas and main traffic routes.

5.3 WORLDWIDE CALLS

The Contractor shall ensure on a 24-hour basis international connectivity with the USA, all European countries and all other worldwide countries that telephone services are available.

5.4 WORLDWIDE ROAMING

The contractor shall provide as extensive international roaming connectivity as possible, with special interest of the Government for roaming worldwide with focus in Europe, Africa, Asia, and the USA.

5.5 WIRELESS APPLICATION PROTOCOL (WAP)

The contractor shall provide Internet connection through their network to the Wireless Application Protocol (WAP) Internet sites.

5.6 SMS MESSAGING

The contractor shall provide access to around the clock SMS messaging.

5.7 VOICE MAIL

The Contractor shall provide Voice Mail services in English and in some cases in the German Language. Voice Mail Box shall be prepared for each number separately as per standard practice.

5.8 DATA SERVICE

The contractor shall provide access 24-hour access to data services both within Germany, EU, and while roam-ing worldwide.

5.9 CUSTOMER SERVICE

The contractor shall provide local technical support 24 hours per day, 7 days a week in both English and Ger-man for technical and administrative issues to include setting up voice mail, roaming questions, questions on the phone features, number changes, lost or stolen telephone reporting and manufacturer’s warranty information, and all other matter concerning the mobile telephone and dats services through a dedicated helpdesk telephone number and/or internet website.

5.10 DETAILED BILLING

The Contractor shall provide monthly breakdown for each billing group (list to be provided by the COR) of calls made by individual number. A point of contact who can converse in both English and German shall be identified for questions that may arise regarding invoicing procedures.

The breakdown of the invoice shall clearly show:

• Package information and all applicable rates

• Called Number

• The Time And Date Of The Call

• The Duration Of The Call

• SMS connection number

• Amount of data used if applicable

• Prices

• Total amount

The monthly lists of calls made shall be forwarded to the Contracting Officer’s Representative (COR) as both a hard copy and electronic copy (in a format stipulated by the COR) until the end of each current month for the previous month to the following address given to the contractor by the COR.

5.11 SERVICE LEVEL AGREEMENT

The contractor shall provide technical support in English, 7 days a week, 24 hours per day, and 365 days a year to guarantee all network services listed in this contract. Technical issues that are not resolved within 24 hours after reporting shall be escalated to the next tier of support.

6 DEACTIVATION OF SIM CARDS AFTER EXPIRATION OF CONTRACT

The contractor shall deactivate all official SIM cards for the US Mission Germany after expiration of the con-tract.

7 KEY PERSONNEL

7.1 The Project Manager must be able to converse in English and German. The Contractor shall assign to this contract the following key person:

POSITION/FUNCTION ___________________ NAME _________________

Project Manager

7.2 During the first 90 days of performance, the Contractor shall make no substitutions of key personnel un-less the substitution is required due to illness, death, or termination of employment. The Contractor shall notify the Contracting Officer within 15 calendar days after the occurrence of any of these events and provide the in-formation required below to the Contracting Officer at least 15 days before making any permanent substitutions.

7.3 After the first 90 days of performance, the Contractor may substitute a key person if the contractor de-termines that it is necessary. The Contractor shall notify the Contracting Officer of the proposed action imme-diately. Prior to making the substitution, the Contractor will provide the information required below to the Con-tracting Officer.

7.4 The Contractor shall provide a detailed explanation of the circumstances requiring the proposed substi-tution, a complete resume for the proposed substitute. The proposed substitute shall possess qualifications com-parable to the original key person. The Contracting Officer will notify the Contractor of its approval or disap-proval of the substitution within 15 calendar days after receiving the required information. The Government will modify the contract to reflect any changes in key personnel.

8 SPECIAL CONTRACTURAL REQUIREMENTS

8.1. PERMITS

Without additional cost to the Government, the Contractor shall obtain all permits, licenses, and appointments required for the work under this contract. The contractor shall obtain these permits, licenses, and appointments in compliance with applicable German country laws.

8.2. ADDITION OF NEW LINES

The contractor will provide a fully functional SIM card, telephone number and appropriate security codes as requested by the COR within 48 hours after receiving a delivery order under the contract.

8.3. NON-OFFICIAL LINES

This Contract is valid only for official Government needs.

8.4. DISCLOSURE OF INFORMATION

Any information made available to the Contractor by the Government shall be used only for the purpose of carrying out the provisions of this contract and shall not be divulged or made known in any manner to an person except as may be necessary in the performance of the contract.

8.5. TECHNOLOGICAL REFRESHMENT

After contract award, the Government may pursuant to FAR clause 52.212-4, Contract Terms and Conditions –Commercial Items, paragraph (c), Changes, and request changes within the scope of the contract. These changes may be required to improve performance, or react to changes in technology.

The contractor may propose for the Government’s technological refreshment substitution or addition for any provided product(s) or services that may become available as a result of technological improvements. The Government may, at any time during the term of this contract or any extensions thereof, modify the contract to acquire products which are similar to those under the contract and that the Contractor has or has not formally announced for marketing purposes. This action is considered to be within the scope of the con-tract. At the option of the Government, a demonstration of the substitute product may be required. The Government is under no ob-ligation to modify the contract in response to the proposed additions or substitution.

Such substitution or additions may include any part of, or all of, a given product(s) provided that the following conditions are met and substantiated by documentation in the technological refreshment proposal:

(a) The proposed product(s) shall meet all of the technical specifications of this document and conform to the terms and conditions cited in the contract.

(b) The proposed product(s) shall have capacity, performance, or functional characteristics equal or greater than the current product(s).

(c) The proposal shall discuss the impact on hardware, services and delivery schedules. The cost of changes not specifically ad-dressed in the proposal shall be borne entirely by the contractor.

(d) Contractor has the right to withdraw, in whole or in part, any technological refreshment proposal prior to acceptance by the Gov-ernment. Contractor will use commercially reasonable efforts to ensure that prices for substitutions or additions are comparable to re-placed or discontinued products. If a technological refreshment proposal is accepted and made a part of this contract, an equitable ad-justment increasing or decreasing the contract price may be required and any other affected provisions of this contract shall be made in accordance with this clause, the Changes clause, and other applicable clauses of the contract.

8.6. SPECIAL SHORT TERM PROMOTION

For the entire contract duration, the Contractor will offer the Embassy the option to take advantage of any promotional programs that it offers and that is suited for use by Embassy staff. The Embassy at its own discretion will have the option to take or reject the oppor-tunity.

8.7. DELIVERY ORDERS

The Contracting Officer will issue delivery orders to order phone and services to the Contractor for performance of work under this contract. If an order is given orally, it will be followed up by a written delivery order within 7 days.

8.8. CUSTOMER SERVICE CENTERS

The contractor is to provide a telephone number for the purpose of reporting equipment problems and malfunction, billing inquiries and/or customer question regarding accounts and/ or services.

8.9. SURVIVABILITY AND RECOVERY

The contractor shall have a working system of survivability of the network in case of emergency and serious disaster when all net-works may be jammed or when parts of the network are destroyed.

The contractor shall have a recovery plan in place that shall deal with such occurrences.

9 PERIOD OF PERFORMANCE

The contract will be for a one-year period in accordance with the performance period stipulated in the schedule for the base and the four option years. The base contract period will be one year from the date stipulated therein. The contract may be extended by exercising the optional one-year periods. The overall contract period shall be for a maximum period of five years.

Each voice, or voice and data service contract, shall expire automatically with the end of the current contractual or option year.

10 PLACE OF PERFORMANCE

The contractor shall provide the services in support of the US Mission Germany, this includes all offices at the American Embassy Berlin, American Consulate General Frankfurt, American Consulate Hamburg, American Consulate Munich, American Consulate Stuttgart, American Consulate Leipzig and all satellite of-fices associated with the Department of State throughout Germany.

The actual location(s) shall be addressed on each individual delivery order.

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 and posi-tion 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, un-less the COR is a warranted Contracting Officer and this authority is delegated in the designation.

(b) The COR is [IMO Officer in Berlin and/or Frankfurt] .

(End of clause)

11 CONTRACT ADMINISTRATION DATA

Contracting Officer: Tandra A. Jones

Contract Administrator: Wilhelm M. Fleming Email Address: FlemingWM@state.gov

First Class Mailing: American Consulate General Regional Procurement Support Office Giessener Strasse 30 D-60425 Frankfurt, Germany

Courier or Hand Delivery: American Consulate General Regional Procurement Support Office Giessener Strasse 30 D-60425 Frankfurt, Germany

Contracting Officer's The COR shall be identified upon contract award or shortly thereafter.

Representative (COR):

Identifier Title Date Number of Pages

14 ATTACHMENTS

Pricing of basic year and option years one (1) through four (4); 30 pages.

Section 2- Contract Clauses

Clause Title

52.204-13 System for Award Management Maintenance (Oct 2016)

52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving (Aug 2011)

52.225-13 Restrictions on Certain Foreign Purchases (June 2008)

52.233-4 Applicable Law for Breach of Contract Claim (Oct 2004)

52.212-4 Contract Terms and Conditions--Commercial Items (Jan 2017)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the re-quirements 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 sup-plies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduc-tion or adequate consideration for acceptance of nonconforming supplies or services. The Government must ex-ercise its post-acceptance rights--

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occur-rence 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, epidem-ics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.--

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price re-flecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C.

431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain re-gistered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and con-ditions of this contract and is not a substitute for a properly executed contractual document.

(2)(i) If a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to per-form the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contract-or's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(u) Unauthorized Obligations

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

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

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

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

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

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

(End of clause)

1 ADDENDUM TO FAR 52.212-4(g) INVOICING AND PAYING INSTRUCTIONS

The following instructions are specific for this IDIQ contract and supplements the invoice requirements of FAR 52.212-4 (g).

(a) The Contractor shall submit hard copy monthly invoices as well as an electronic copy to the COR at the address shown in paragraph D below. A proper invoice must include the following information:

• Contractor's name and bank account information for payments by wire transfers

• Invoice Date

• Contract number

• A summary showing a listing of each line with total monthly price in the currency stipulated in the contract for that line. A detailed invoice for each billing group (showing all applicable information as requested by the COR) has to be attached to each summary invoice and should include the cost breakdown by each tele-phone line according to the pricing schedule

• A detailed list of all calls made for each line

• Prompt payment discount if any

• Name, title, phone number, and address of person to contact in case of defective invoice

(b) If an invoice does not contain the above information, the Government reserves the right to reject the in-voice as improper and return it to the Contractor within 7 calendar days. The Contractor must then submit a proper invoice.

(c) The COR will take each summary invoice and furnish the detailed invoice to the appropriate official in each individual billing group. The representative will review the detailed invoice and either approve for pay-ment or advise the COR of the inaccuracies found. It shall be the COR who will interact with the Contractor on any invoice problems.

(d) The contractor will provide access to Mission Germany’s invoice in an electronic format via a secure, easily accessible internet site. These invoices shall be available in a CSV or other machine readable format. The internet site will allow for downloading of invoices and must provide access to at least nine month worth of past invoices.

(e) Payment shall be made in local currency by Electronic Funds Transfer (EFT) within 30 days after re-ceipt of the proper invoice

(f) If applicable, the Government will provide annual direct exemption of Value Added Tax (VAT); accord-ing to host country VAT as well as EU laws and regulations laws if available.

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders--Commercial Items (Jan 2017)

(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 ac-quisitions of commercial items:

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

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

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

(4) 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 in-dicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

(_) (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

(X) (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

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

(X) (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016) (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).

(X) (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) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Sus-pended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

(X) (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

(_) (10) [Reserved].

(_) (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

(_) (ii) Alternate I (Nov 2011) of 52.219-3.

(_) (12)(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(_) (ii) Alternate I (Jan 2011) of 52.219-4.

(_) (13) [Reserved]

(_) (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C. 644).

(_) (ii) Alternate I (Nov 2011).

(_) (iii) Alternate II (Nov 2011).

(_) (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

(_) (ii) Alternate I (Oct 1995) of 52.219-7.

(_) (iii) Alternate II (Mar 2004) of 52.219-7.

(_) (16)…