Solicitation 19GE5025R0029.pdf

19GE5025R0029

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

19GE5025R0029

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

DATE

03/12/2025

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Jenina K (Frankfurt) Dosch

b. TELEPHONE NUMBER (No collect calls)

c. EMAIL doschjk@state.gov

8. OFFER DUE DATE / LOCAL

TIME

CODE FRANK

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

60435, FRANKFURT, 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:

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

(15 CFR 700)

13b. RATING

RFQ IFB X RFP

14. METHOD OF SOLICITATION

ANKARCODE15. DELIVER TO

AMERICAN EMBASSY ANKARA

1480 Sokak No:1, Cukurambar Mahallesi

ATTN: AMERICAN EMBASSY ANKARA

ANKARA, TURKEY 06100

CODE OPEAQM16. ADMINISTERED BY

RPSO Frankfurt OPE/AQM/IP/RPSO Frankfurt Office of Acquisition (AQM) Frankfurt

FACILITY

CODE

CODE

Contact UEI:

Telephone No.

17a. CONTRACTOR/

OFFEROR

OPEAQMCODE18a. PAYMENT WILL BE MADE BY

AMERICAN EMBASSY ANKARA

1480 Sokak No:1, Cukurambar Mahallesi

ATTN: AMERICAN EMBASSY ANKARA

ANKARA, TURKEY 06100

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

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN ____ 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) Nicolas Wilhelm

31c. DATE SIGNED 03/12/2025

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 02/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

CGFS // CGFS

[Original signed document on file]

X X

Line Item Summary

Solicitation Number:

19GE5025R0029

Contract Number: Title: Ankara - LES Life Insurance Date of Solicitation:

03/12/2025

Line Item No.

Description Quantity Unit Unit Price Total Cost

001 Base Year LES Life Insurance Inclusive of Sub CLINs 001A - 001E Type of Contract Pricing: FFP

Doc Ref No:

Delivery Date FOB:

0.00 EA $0.00 $0.00

1001 Option Year 1 LES Life Insurance Inclusive of Sub CLINs 1001A - 1001E Type of Contract Pricing: FFP

Doc Ref No:

Delivery Date FOB:

0.00 EA $0.00 $0.00

2001 Option Year 2 LES Life Insurance Inclusive of Sub CLINs 2001A - 2001E Type of Contract Pricing: FFP

Doc Ref No:

Delivery Date FOB:

0.00 EA $0.00 $0.00

3001 Option Year 3 LES Life Insurance Inclusive of Sub CLINs 3001A - 3001E Type of Contract Pricing: FFP

Doc Ref No:

Delivery Date FOB:

0.00 EA $0.00 $0.00

3002 Option Year 4 LES Life Insurance Inclusive of Sub CLINs 4001A - 4001E Type of Contract Pricing: FFP

Doc Ref No:

Delivery Date FOB:

0.00 EA $0.00 $0.00

Life Insurance for LES U.S. Embassy Ankara

Table of Contents

SECTION I – THE SCHEDULE

A. BACKGROUND / SCOPE OF SERVICES

B. PRICING

C. SPECIFICATIONS / STATEMENT OF WORK

D. CONTRACT ADMINISTRATIVE REQUIREMENTS AND PROCEDURES

SECTION II – CONTRACT CLAUSES

52.252-2 Clauses Incorporated by Reference (Feb 1998) 52.212-4 Contract Terms and Conditions—Commercial Products and

Commercial Services. (Nov 2023) 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Products and Commercial Services. (Jan 2025) (DEVIATION FEB 2025)

52.216-4 Economic Price Adjustment-Labor and Material (Jan 2017) 52.216-18 Ordering (Aug 2020) 52.216-19 Order Limitations (Oct 1995) 52.216-21 Requirements (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)

SECTION III – SOLICITATION PROVISIONS

52.212-1 Instructions to Offerors—Commercial Products and Commercial

Services (Sep 2023)

INSTRUCTIONS TO OFFERORS

Submission of Questions Proposal Due Date 52.216-1 Type of Contract (Apr 1984) 52.252-1 Solicitation Provisions Incorporated by Reference (Feb 1998)

SECTION IV – EVALUATION FACTORS

A. EVALUATION PROCESS AND FACTORS

B. SEPARATE CHARGES

C. AWARD WITHOUT DISCUSSIONS

52.212-2 Evaluation—Commercial Products and Commercial Services

(Nov 2021) 52.217-5 Evaluation of Options (July 1990) 52.225-17 Evaluation of Foreign Currency Offers (Feb 2000)

SECTION V – REPRESENTATIONS AND CERTIFICATIONS

E.O. 14173 CERTIFICATION

52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law (Feb 2016)

52.212-3 Offeror Representations and Certifications—Commercial Products and Commercial Services (May 2024) (DEVIATION FEB 2025)

52.222-56 Certification Regarding Trafficking in Persons Compliance Plan (Oct 2020)

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021)

52.229-11 Tax on Certain Foreign Procurements—Notice and Representation (Jun 2020)

652.225-70 Arab League Boycott of Israel (AUG 1999)

Attachments:

• Attachment 1 – Pricing

• Attachment 2 – Past Performance

• Attachment 3 – Form W-14 & Instructions

• Exhibit A – Employee and Annual Salary Statistics

SECTION I – THE SCHEDULE

CONTINUATION TO SF-1449

PRICES – BLOCK 23

A. BACKGROUND / SCOPE OF SERVICES

A.1. The Government of the United States of America (USG) requires Life Insurance for its Locally Employed Staff (LES) at U.S. Embassy Ankara, Türkiye. The Contractor shall provide the Life Insurance services, as described in Section I.C. Specifications / Statement of Work. The groups of employees who shall be provided this insurance are listed in Section I.C.1.2 Eligible Participants.

A.2. This is a fixed price with economic price adjustment requirements type contract under which annual firm, fixed-price task orders will be issued. The contract shall remain unfunded.

The fixed prices / premium rates for the life insurance services as specified in Section I.C.

Specifications / Statement of Work are listed in Section I.B. Pricing.

A.3. MINIMUM (Reference FAR 52.216-22(b))

During the term of this contract, the Government shall order, as a minimum, services in an amount of $5,000.00 or equivalent in local currency.

The Government makes no guarantee as to the number of orders or actual amount of services that will be requested above the guaranteed minimum of $5,000.00 or equivalent in local currency.

The maximum value during the entire life of this contract is $1,200,000.00.

B. PRICING

B.1. The contractor shall complete all work, including furnishing all labor, material, equipment and services, unless otherwise specified herein, required under this contract for the firm fixed unit prices indicated below and within the time specified herein. These individual prices shall include all labor, materials, profit, and, if applicable, value-added tax (VAT).

Any costs not separately priced will be considered included in the individual prices as overhead or other indirect cost. 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 of achieving the results required by this contract. Nor will the contract price be adjusted on account of fluctuations in the currency exchange rates.

B.2. The currency shall be fixed and cannot be changed by modification to the contract.

B.3. Price Adjustment

B.3.1 Economic Price Adjustment, Premium Adjustment Based on Experience

For life insurance, prices may be adjusted upward or downward based on the experience rating of the Mission covered by this contract, and it specifically excludes all riders. No adjustment will be allowed during the first twelve months.

After such time, the contractor or the USG may request an adjustment in premiums on an annual basis to be effective per contract year. Adjustments are not retroactive to previous contract terms. Before any such adjustment is made, the contractor agrees to provide the USG a balance sheet showing three main components for the previous time period:

(1) receipts (premiums received),

(2) number of insurance policies and

(3) claims paid.

This information shall be provided per type of premium, i.e. per line item.

The USG reserves the right to have an independent third party review the balance sheet and claims and make recommendations regarding the appropriateness of the requested adjustment. Any adjustment shall be subject to mutual agreement of the parties and shall result in a written modification to the contract effective for the following option year. Any failure to reach agreement under this clause shall be subject to the procedures in the Disputes clause.

B.3.2 Premium Adjustment Based on Laws

The rates may also be adjusted during the performance period of the contract as a result of laws enacted by the host government, if such change in the laws has a direct impact on the cost to the contractor to perform this contract at the contracted rate. In that event, the Contracting Officer may enter into negotiations with the contractor to modify the contract to adjust the premium rate(s). The contractor agrees to provide all documentation necessary to support any requested adjustment.

B.3.3 Employee Pool

This clause is only in effect if the contractor included details in its offer regarding a pooling arrangement, of which this contract is a part.

Before any adjustment is made under this price adjustment clause, the contractor must include in its proposal for adjustment details setting forth how the pool impacts the request for equitable adjustment.

B.4. Administrative Retention Amounts

B.4.1 If the Contractor requests a price adjustment under B.3. above, the Contractor must present cost experience data that includes the retention amount. For purposes of any economic price adjustment, this retention amount is a fixed amount that is a part of the premium amounts in Attachment 1. This retention amount will not be adjusted for any reason.

The retention amount is part of the premium and may include, but not be limited to, such costs as overhead and general and administrative costs. It will also include any profit.

Essentially, it includes all costs except the actual portion of the premium intended to fund claims paid to the health care provider/claimant. B.6.1 sets forth the retention amounts per premium paid for each category of premium and for each period of performance.

NOTE TO OFFEROR: Fill in the fixed monthly retention amounts for each period of performance and for each category of premium. This fixed amount must be expressed in the currency in which the premium amount is proposed. The fixed retention amount shall NOT be expressed in terms of a percentage of the premium.

B.4.2 Monthly Retention Amounts per separate premium paid per employee.

Period of Performance Natural Death Coverage Accidental Death Coverage

Base Period

First Option Year

Second Option Year

Third Option Year

Fourth Option Year

B.5. Value Added Tax (VAT)

The U.S. Embassy Ankara is exempt from Value Added Tax (VAT), therefore VAT shall not be included in the pricing nor charged on invoices.

B.6. Offeror, insert the currency of prices offered __________________

The fixed prices / premium rates for the life insurance services as specified in SOW below are as follows:

Attachment 1 - Pricing table will be inserted here with contract award

C. SPECIFICATIONS / STATEMENT OF WORK

C.1. Life Insurance Services

The Government of the United States of America requires Life Insurance coverage for its employees as described herein.

C.1.1 Mandatory/Required Benefits

C.1.1.1 Death Benefit

The following benefit will be paid to the participant's named beneficiaries or estate upon the death of the participant:

• Amount of Natural Death Coverage: In the event the employee dies, the employee’s estate will receive an amount equal to 24 times the employee’s monthly basic salary.

• Amount of Accidental Death Coverage: In the event the employee dies, the employee’s estate will receive an amount equal to 48 times the employee’s monthly basic salary.

Monthly salary is defined as one-twelfth of the employee's annual basic salary, exclusive of premium pay, allowances, bonuses, or any other separate payments. Benefits and insurance premiums will be paid in U.S. Dollars.

C.1.1.2 Disability Benefit

None.

C.1.1.3 Funeral Benefit

None.

C.1.1.4 Conditions and Limitations

Conditions and limitations on the entitlement to life insurance benefits are as follows:

C.1.1.4.1 War

No benefits shall be payable if an employee's death or other insurance event was caused directly or indirectly by war. War shall be defined as declared or non-declared war or any martial operations or invasion, hostile acts of foreign powers, rebellion, riot, civil war, uprising, mutiny, operations by military or usurpatory authorities, martial law or state of siege or any other similar event or reason for declaring martial law or war. A terrorist attack shall not be considered war.

C.1.1.4.2 Employee Injury

No benefit shall be payable under this contract if the employee's bodily injuries have been caused directly or indirectly and totally or partially by:

• Violating the law or in resisting detention or arrest.

• Participation in competitions involving the use of wheeled vehicles, horses, boats or water skis.

• An accident resulting from the employee being under the influence of alcohol, drugs or other toxic substance unless administered by a physician.

Death as a result of a disease or physical or mental infirmities and medical or surgical treatment thereof (except pyogenic infection due to an accidental cut or wound) shall be considered a natural and not an accidental death.

Suicide will not be covered.

C.1.1.4.3 Crew Member in Aircraft

If an employee dies while traveling in an aircraft as a crew member, no payment shall be made by the Insurer.

C.1.1.4.4 Murder by Benefactor

If one of the benefactors murders or acts as an accomplice to murder the insured, no payment shall be made by the Insurer to that benefactor.

C.1.2 Eligible Participants

C.1.2.1 Eligible Employees

Eligible employees are Locally Employed (LE) Staff who are (1) working on a full-time or part-time basis under non-temporary direct-hire appointments and under personal services agreements/contracts that are not time limited to less than one year and (2) paid under the terms of the Local Compensation Plan.

C.1.2.2 Participants Covered Under a Rider

Official Residence Expense (ORE) employees may be covered under a rider to the contract. The employing officer, not the USG, is responsible for the employer's share of the premium costs for an ORE employee.

C.1.3 Individuals not Eligible for Coverage

C.1.3.1 Not eligible are LE Staff working under temporary direct-hire appointments;

those working under a PSA or PSC that is time limited to less than one year; those with a When Actually Employed (WAE) workweek schedule; non-personal services contract personnel and their employees, supplied by an independent contractor licensed to do business in Türkiye who provide services to other local organizations as well as to the U.S. Mission; employees of USAID institutional contractors; and Peace Corps personal services contractors as indicated in MS 743.

C.1.3.2 Dependents and retirees are not covered.

C.1.4 Periods of Ineligibility

Employees are not entitled to life insurance during any period of employment for which premiums are not paid.

During a period of extended (beyond one pay period) Leave Without Pay or unpaid leave, the employee is responsible for the full cost of the insurance premiums. The Mission will pay the premiums directly to the contractor and collect the full cost from the employee on a quarterly basis. Alternatively, the employee may elect to have coverage cease if that employee prefers not to pay the premium.

C.2. Acronyms and Abbreviations

Acronym Definition CLIN Contract Line-Item Number Contractor Insurance Company CO Contracting Officer COR Contracting Officer Representative Employer The United States Government = USG Employee Locally Employed (LE) Staff who are (1) working on a full-time or part-time basis under non-temporary direct-hire appointments and under personal services agreements/contracts that are not time limited to less than one year and (2) paid under the terms of the Local Compensation Plan.

FMO Financial Management Officer LS Lump Sum PII Personally Identifiable Information QA Quality Assurance QC Quality Control QCP Quality Control Plan QTY Quantity

SOW Statement of Work TBD To be determined USG U.S. Government

C.3. Premium Cost

The USG will pay 100% of the premium costs.

D. CONTRACT ADMINISTRATIVE REQUIREMENTS AND PROCEDURES

D.1. Quality Assurance and Surveillance Plan (QASP)

This plan is designed to provide an effective surveillance method to promote effective 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 USG, is responsible for management and quality control to meet the terms of the contract. The role of the USG is to conduct quality assurance to ensure that contract standards are achieved.

Performance Objective Performance Threshold

Performs all the insurance services set forth in the Performance Work Statement

(PWS)

All required services are performed and no more than one (1) customer complaint is received per month

Timely payment of benefits (within 21 calendar days)

No more than one (1) customer complaint is received per month.

No incorrectly denied claims.

No more than one (1) customer complaint is received per month.

• Surveillance – The COR will receive and document all complaints from USG personnel regarding the services provided. If found valid, the COR will send the complaints to the contractor for corrective action.

• Standard – The performance standard is that the USG receives no more than one (1) customer complaint 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 52.246-4, Inspection of Services – Fixed Price (AUG 1996) or the appropriate Inspection of Services clause), if any of the services exceed the standard.

• Complaint Procedures

a. If USG personnel observe unacceptable services such as but not limited to lack of coordination during medical evacuation, extended referral periods, delays in receipt of payment, etc., they will 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, provide e-mail notification informing the contractor of any valid complaints.

f. If the contractor disagrees with the complaint and challenges the validity of the complaint, the contractor shall notify the COR by e-mail. 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.

D.2. Deliverables

All reports and other deliverables required under this contract shall be delivered by email to the COR and mailed to the following address:

U.S. EMBASSY ANKARA

ATTN: HR

(Details to be provided in contract document)

NOTE: Any and all costs for the preparation, handling, mailing and submission of progress reports or any other required reports and documentation shall be included in the total price of each delivery order.

Description QTY Submission Date Deliver to/via:

D.3.a. Claim forms for each type of benefit that can be claimed under the contract

Basic supply

Additional copies

30 days after contract award

Within 10 calendar days of the COR’s request

COR

mail, hard copy

D.3.b.1. Forms for the designation of beneficiaries

Basic supply

Additional copies

30 days after contract award

Within 10 calendar days of the COR’s request

COR

mail, hard copy

D.9 Invoice 1 monthly COR / FMO

Designated Billing Office

D.3. Contractor Responsibility in Claims and Reimbursement to Claims

The contractor shall be responsible for all planning, estimating, programming, project management, scheduling, dispatching, supervision, and inspection of work. The contractor shall maintain his own reference library of technical reference works and local laws and regulations, including current tariffs and registries. The contractor shall treat the information provided by the Embassy concerning employees' personal data, medical information, and salaries as highly sensitive and not divulge any employee information to unauthorized persons.

The contractor shall establish procedures for handling life insurance claims as follows:

a. Administrative Records

(1) The contractor shall provide the COR with the necessary claim forms for each type of benefit that can be claimed under the contract. These forms shall specify a list of documents required to be appended to each claim and otherwise provide instructions for claim filing.

(2) The contractor shall use the Turkish spelling of the employees' names in all transactions including reimbursement checks.

b. Payment of Life Insurance Benefit to Beneficiaries

The Contractor shall settle life insurance claims as follows:

(1) The Contractor shall provide forms for the designation of beneficiaries for the life insurance benefits to the COR. The COR shall have all enrolled eligible employee’s complete designation of beneficiary forms and keep them in their personnel folders, ORE staff folders. Upon the death of an enrolled employee, the COR shall provide this form to the Contractor.

(2) The Contractor shall pay the employee's named beneficiary, legal heir, or estate the total amount of the claim within 60 days from the date the Contractor receives a completed dismemberment or death claim. Payment shall be computed on the basis of the coverage as defined in Section I.C.1 and its subparagraphs.

D.4. Miscellaneous Contractor Requirements

D.4.1 A contract with the U.S. Government conveys no special privileges or immunities to the contractor. The contractor is an independent commercial concern and not a part of the U.S. mission. The contractor's employees are not U.S. Government employees.

Registration of this contract with the local government, if required by law, will be the sole responsibility of the contractor, and any fees, taxes, or other duties shall be payable by the contractor without recourse to the Government of the amounts thereof.

D.4.2 Licenses and Local Laws. The Contractor shall possess all permits, licenses, and any other appointments required for the prosecution of work under this contract, all at no additional cost to the Government. The Contractor shall perform this contract in accordance with local laws.

D.5. Erroneous Payment

If the USG becomes eligible for a refund of payment because of erroneous overpayment or other cause, the contractor shall refund the amounts or use them to offset future payments owed by the USG, whichever the USG prefers. The contractor shall refund any refunds not complete or discovered after the completion date of this contract.

D.6. Physical and Information Security Requirements

The contractor shall be responsible for safeguarding all government information provided for contractor use. All material / documentation produced for the USG will be the sole property of the USG. The contractor shall not release any documents to anyone unless authorized by the USG. The following considerations shall be followed by the contractor.

• All documents received or generated under the contract are the property of the USG.

• All documents shall be controlled and disseminated on a need-to-know basis.

Reproduction and distribution are prohibited without express approval of the USG.

• All documents shall be marked and handled in strict accordance with all applicable requirements and regulations. Proposed and actual contract documents shall only be disseminated on a strict need-to-know basis and shall not be further disseminated without prior authorization from the USG.

• Those receiving any type of proposed and / or actual contract documents shall be responsible for these materials while in their possession, or that of any of their subcontractors. They shall return all documents, including all copies, promptly upon demand by the USG.

D.7. Laws and Regulations

D.7.1 Compliance Required

If the contractor has or will establish a local office, he shall without additional expense to the USG, be responsible for complying with all laws, codes, ordinances, and regulations applicable to the performance of the work, including those of the host country, and with the lawful orders of any governmental authority having jurisdiction.

D.7.2 Labor, Health and Safety Laws and Customs

If the contractor has or will establish a local office, he shall comply with all local labor laws, regulations, customs and practices pertaining to labor, safety, and similar matters, to the extent that such compliance is not inconsistent with the requirements of this contract.

A contract with the USG conveys no special privileges or immunities to the contractor.

The contractor is an independent commercial concern and not a part of the U.S.

mission. The contractor's employees are not USG employees. Registration of this contract with the host country government, if required by law, will be the sole responsibility of the contractor, and any fees, taxes, or other duties shall be payable by the contractor without recourse to the USG of the amounts thereof.

The only items that the USG will consider for price adjustments are those that are mandated e.g., changes in the VAT rate (if applicable) or minimum hourly wage rate.

D.8. Contract Administration Data

Authority of the Contracting Officer – All work shall be performed under the general direction of the Contracting Officer, who alone shall have the power to bind the Government and to exercise the rights, responsibilities, authorities and functions vested by the contract, except that the Contracting Officer and the Procurement Executive shall have the right to designate authorized representatives to act for the Contracting Officer, as specifically provided in the designation of that individual, such as the COR.

Government Personnel Contracting Officer: Nicolas Wilhelm

Contract Administrator: Jenina Dosch E-mail address: DoschJK@state.gov

Contracting Officer's Representative (COR): named at time of award

D.9. Invoices, Review and Payment

The Contractor shall submit monthly invoices to the Contracting Officer Representative. 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 member with total monthly price in the currency the contract has been issued in. A detailed invoice for each Agency has to be attached to each summary invoice and should include the cost breakdown by each membership fee line according to the pricing schedule

• Value Added Tax (VAT), if applicable, shall be a separate line item on each invoice.

• Each invoice shall include the items listed in Section 2, FAR 52.212-4 g.1.

• Payment shall be made in the currency the contractor specified in Section I.B

Prices.

• Advance Payment shall not be authorized under this contract.

• Payment will be made via EFT.

D.10. Changes In Ownership

The contractor shall furnish the COR advance notification (90 calendar days prior to the effective date) of any disposition or the change in ownership or terms of lease of any facilities utilized by him for performance of any service under this contract.

D.11. Funding / Task Orders / Procedures

The contract remains unfunded; funding will be provided by issuing annual task orders with possible modification for staffing changes. Each task order will contain the following information:

mailto:DoschJK@state.gov

• Name of contractor

• Contract number

• Date of purchase

• Task order number

• Name of person placing the order

• Quantity, unit price, and total price of each service / insurance premium

• VAT or other taxes as a separate item, if applicable

• COR and post points of contact, including e-mail addresses

• applicable contract clauses, either in reference or in full text if necessary

Only an RPSO Contracting Officer may place a written order.

Ordering Procedures – The Government shall issue annual funded task orders to cover all eligible employees and their dependents. No task order shall include any names or PII (personally identifiable information). The COR informs the contracting officer if any additions or deletions are required throughout the year and the Contracting Officer will issue funded modifications as required.

D.12. Choice of Law

This contract shall be construed and interpreted in accordance with the substantive laws of the United States of America. By the execution of this contract, the contractor expressly agrees to waive any rights to invoke the jurisdiction of local national courts where this contract is performed and agrees to accept the exclusive jurisdiction of the United States Civilian Board of Contract Appeals and the United States Court of Federal Claims for hearing and determination of any and all disputes that may arise under the Disputes clause of this contract.

D.13. Start / Period of Performance

Contract performance is estimated to start September 2025.

The period of performance is one year, with four possible annual option years. Option years, if exercised, shall be for twelve (12) months each, commencing at the expiration of the previous period of performance.

The Government may extend this contract in accordance with the option clause in Section 2, FAR 52.217-9, Option to Extend the Term of the Contract - Deviation, which also specifies the total duration of this contract.

The Government may exercise the option set forth at Section 2, "FAR 52.217-8, Option to Extend Services", within the currently ongoing period of performance.

Notwithstanding the expressed contract expiration date, this contract shall remain in full force and effect until the last items or services ordered hereunder have been delivered and accepted by the Government.

D.14. List of Attachments

• Attachment 1 Pricing

• Attachment 2 Experience / Past Performance

• Attachment 3 Form W-14

• Exhibit A Employee Statistic

SECTION II – CONTRACT CLAUSES

52.252-2 Clauses Incorporated by Reference (Feb 1998)

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

FAR: https://www.acquisition.gov/far/ DOSAR: https://www.acquisition.gov/dosar

(End of clause)

The following clauses are incorporated by reference:

CLAUSE TITLE DATE

52.202-1 Definitions Jun 2020 52.203-3 Gratuities Apr 1984 52.203-12 Limitation on Payments to Influence Certain Federal Transactions Jun 2020 52.204-13 System for Award Management Maintenance Oct 2018 52.204-19 Incorporation by Reference of Representations and Certifications Dec 2014 52.204-25 Prohibition on Contracting for Certain Telecommunications and

Video Surveillance Services or Equipment.

Nov 2021

52.228-5 Insurance-Work on a Government Installation Jan 1997 52.232-40 Providing Accelerated Payments to Small Business Subcontractors Mar 2023 52.243-1 Changes-Fixed-Price, Alternate I Apr 1984 52.246-4 Inspection of Services-Fixed-Price Aug 1996 652.225-71 Section 8(a) of the Export Administration Act of 1979, as Amended Aug 1999 652.232-70 Payment Schedule and Invoice Submission (Fixed-Price) Aug 1999 652.242-70 Contracting Officer's Representative (COR) Aug 1999 652.242-73 Authorization and Performance Aug 1999 https://www.acquisition.gov/far/ https://www.acquisition.gov/dosar

652.243-70 Notices Aug 1999

The following clauses are provided in full text:

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

(Nov 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

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

and

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

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

(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 relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, 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 occurrence beyond the reasonable control of the Contractor and without its fault or https://www.acquisition.gov/far/52.233-1#FAR_52_233_1 https://www.acquisition.gov/far/52.202-1#FAR_52_202_1 negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(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 contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, 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 https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 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 Management 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 contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.-

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

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

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

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim https://www.acquisition.gov/far/52.212-5#FAR_52_212_5

(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 applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 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 Officer (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 default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section7109&num=0&edition=prelim https://www.acquisition.gov/far/33.211#FAR_33_211 https://www.acquisition.gov/far/32.607-2#FAR_32_607_2

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 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 reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

https://www.acquisition.gov/far/32.608-2#FAR_32_608_2

(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 liable 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; 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 precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government 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) [Reserved] http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1352&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title18-section431&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title40-chapter37&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter87&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title49-section40118&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter21&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

(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 entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation ( 31 U.S.C. 1341), the following shall govern:

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

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

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

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is…