W91QEX-24-Q-0030.pdf

SEE ADDENDUM

( No Col lect Cal ls )

W91QEX24Q0030 07-May-2024

b. TELEPHONE NUMBER

305-437-3474

8. OFFER DUE DATE/LOCAL TIME

10:00 AM 13 May 2024

5. SOLICITATION NUM BER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA – FAR (48 CFR) 53.212

(TYPE OR PRINT)

( SIGNATURE OF CONTRACTING OFFICER)

ADDENDA ARE

26. TOTAL AWARD AMOUNT (For Gov t . Use Only)

23.

CODE 10. TH IS ACQUISI TION IS

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TELEPHONE NO.

W91QEX9. ISSUED BY

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

7. FOR SOLICITATION

INFORMATION CALL:

a. NAM E

TELLECHEA, CRISTINA A. (RCO MIAMI)

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

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA

0 27a. SOLI CI TATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52. 212-3. 52.212-5 ARE ATTACHED.

25. ACCOUNTING AND APPROPRI ATION DATA

1. REQUISITION NUMBER

20.

ADDI TIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

(BLOCK 5), INCLUDI NG ANY ADDITI ONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO I TEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THI S DOCUMENT AND RETURN

% FOR:SET ASI DE:UNRESTRICTED OR X

SMALL BUSINESSX

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

410TH CSB - RCO MIAMI

9301 NW 33RD ST

DORAL FL 33172

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS A

13b. RATING

CODE15. DELIVER TO CODE 16. ADMINISTERED BY

SEE SCHEDULE

12. DI SCOUNT TERMS11. DELIVERY FOR FOB DESTI NA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

14. METHOD OF SOLIC ITATION

RFQ IFB RFPX

FAX:

TEL: SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$22,500,000

NAICS:

541930

X

OFFER DATED

29. AW ARD OF CONTRACT: REF.

DELIVER ALL ITEMS SET FORTH OR OTHERWI SE IDENTIFI ED ABOVE AND ON ANY

COPI ES TO ISSUI NG OFFICE. CONTRACTOR AGREES TO FURNISH AND

EMAIL:

TEL:

31c. DATE SIGNED

SEE SCHEDULE

SCHEDULE OF SUPPLIES/ SERVICESITEM NO. QUANTITY UNIT UNIT PRICE AMOUNT

24.22.21.19.

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN- OWNED

SM ALL BUSINESS PROGRAM

EDWOSB

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

PAGE 2 OF24

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEI VED INSPECTED

32b. SIGNATURE OF AUTHORI ZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATI VE

32e. MAILI NG ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORI ZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FI NALPARTIALCOMPLETE

36. PAY MENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHI P NUMBER

PARTI AL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAY MENT

41b. SIGNATURE AND TITLE OF CERTIFYI NG OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC 'D (YY/ MM/DD) 42d. TOTAL CONTAI NERS

STANDARD FORM 1449 (REV. 2/2012) BACK

Prescribed by GSA – FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

20.

SCHEDULE OF SUPPLIES/ SERVICES

21.

QUANTITY UNIT

22. 23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

W91QEX24Q0030

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Each

Translation - Spanish

FFP

Word/PowerPoint Document Translation (words) Spanish, 65,000 words FOB: Destination

PSC CD: R608

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0002 1 Each

Translation - Portuguese

FFP

Word/PowerPoint Document Translation (words) Portuguese, 65,000 words FOB: Destination

PSC CD: R608

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0003 1 Each

Translation - Eng/Span/Portuguese

FFP

Simultaneous Translation (English/Spanish/Portuguese) (4 translators x 8 hours per day) for 3 days FOB: Destination

PSC CD: R608

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0004 80 Each

Receivers with Headsets

FFP

FOB: Destination

PSC CD: R608

NET AMT

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

PERFORMANCE WORK STATEMENT (PWS)

United States Southern Command Senior Leader Logistics Symposium (SLLS) Translation and Simultaneous Interpretation Services

20 May – 14 June 2024 Doral, Florida

1.0 INTRODUCTION. This Performance Work Statement (PWS) details translation and simultaneous interpretation services needed to support the 4-6 June 2024 USSOUTHCOM Senior Leader Logistics Symposium (SLLS) being held at the USSOUTHCOM Conference Center of the Americas and simultaneously in Zoom.gov. The Contractor shall be responsible for providing all personnel, equipment, and/or ancillary devices required, and for any other expenses necessary to provide safe and adequate performance under the terms of this contract. The event will be held in Doral, Florida. The period of performance for translation will be from 20 May – 14 June 2024.

The Period of performance for simultaneous interpretation will be 4-6 June 2024. All prices and costs contained in this agreement will be stated in U. S. Dollars (US$), and all proposal submissions by vendors shall be provided in English.

2.0 GENERAL REQUIREMENTS:

2.1 LOCATION: Conference Center of Americas, US Southern Command, Doral, Florida.

2.2 PERIOD OF PERFORMANCE:

a. 20 May – 14 June 2024: Translation of documents/presentations.

b. 3 June 2024: Set-up and test of equipment for use in main conference space with coordination with Government Representative (GR).

c. 4 – 6 June 2024: Interpreters provide simultaneous interpretation services during the conference sessions.

d. 6 June 2024: At the conclusion of the conference, removal of all equipment in main conference space in coordination with Government Representative (GR).

3.0 SCOPE OF WORK: Interpreters shall be thoroughly familiar and experienced with working with USSOUTHCOM or another US Federal Agency and must possess thorough knowledge of political-military terminology and information technology. An expert or very high degree of subject matter expertise or terminology is required. The Contractor shall perform to the standards and specifications in this Performance Work Statement (PWS).

3.1 TRANSLATION SERVICES REQUIRED. The Contractor shall provide translation services (English to Spanish/Portuguese, Spanish to /Portuguese/English, Portuguese to Spanish/English) for approximately 130,000 words via Word documents/Power Point presentation slides before, during and after the 4 – 6 June 2024 SLLS in preparation for uploading all forum documentation in APAN to give access to participants before, during and after the SLLS.

Coordination for translation will be made via email originated by the Government Representative (GR) and will include the documents/presentations that require translation, the desired language(s) to be translated to, and an Excel spreadsheet that will serve as a transmittal log. At a minimum, the log will identify the batch number, title, and format of the product (i.e., word or power point), and the total word count of the product being translated. The government will only pay for the total number of words translated and validated by the GR. The expected turnaround time for translation of products is less than 48 hours. Initial translation of products will begin on or about 20 May 2024 and will conclude on 14 June 2024.

3.2.1 SIMULTANEOUS INTERPRETATION SERVICES. The Contractor shall provide simultaneous translation/interpretation at the Conference Center of the Americas (CCA) and Virtually in Zoom.gov. The Contractor shall provide simultaneous translation/interpretation (Spanish/Portuguese to English, English to Spanish/Portuguese) services from 0800 till 1600 daily from 4 – 6 June 2024. Conduct simultaneous translation/interpretation (Spanish/Portuguese/ to English/English to Spanish/Portuguese) services during vendor break-out discussions scheduled for 5 June 2024. Additionally, the contractor shall render simultaneous interpretation service via ZOOM.gov. The service shall be provided as specified in the table below. This can be performed at the CCA or remotely and the Zoom.gov room will be managed by the government lead. The link and password for the Zoom.gov meeting is: https://www.zoomgov.com/j/1616648502, Meeting ID: 161 664 8502, Passcode: 123456

3.2.2 The Contractor shall provide sufficient interpreters for both the CCA and Virtually in Zoom.gov to provide simultaneous interpretation in three (3) languages (English / Spanish /Portuguese) 4 – 6 June 2024.

3.3 SERVICES AND EQUIPMENT BREAKDOWN. The Contractor shall provide enough interpreters from 4 – 6 June 2024 to meet the following requirements:

Services:

a. (4-6 June 2024) Spanish-English-Spanish Simultaneous Interpreters. A native English speaker with for the main conference room.

b. (4-6 June 2024) Spanish-Portuguese-Spanish Simultaneous Interpreters. A native Portuguese speaker with for the main conference room.

c. (4-6 June 2024) Portuguese-English-Portuguese Simultaneous Interpreters. A native English speaker with for the main conference room.

d. (4-6 June 2024) Portuguese-Spanish-Portuguese Simultaneous Interpreters. A native Spanish speaker for the main conference room.

e. (4-6 June 2024) Spanish-English-Spanish Simultaneous Interpreters. From 0800- 1600 via Zoom.gov.

f. (4-6 June 2024) Spanish-Portuguese-Spanish Simultaneous Interpreters. From 0800-1600 via Zoom.gov.

g. (4-6 June 2024) Portuguese-English-Portuguese Simultaneous Interpreters.

From 0800-1600 via Zoom.gov.

h. (4-6 June 2024) Portuguese-Spanish-Portuguese Simultaneous Interpreters.

From 0800-1600 via Zoom.gov.

Equipment:

a. 80 (Eighty) receivers with headsets

Note: Equipment used shall be removed from room by the end of day on 6 June 2024.

4.0 WORK HOURS. All simultaneous interpreters shall be in position and available for work no later than 7:30 am (0730 hrs) on 4-6 June 2024. The contract demands for “out products” shall direct the end of the normal duty day as directed by contractor supervisor, but not earlier than 4:00 pm (1600 hrs) 4-6 June 2024. Overtime may be authorized but will be coordinated and approved by the Contracting Officer PRIOR to the overtime being worked. Lunch/breaks will coincide with the conference schedule. The Contractor shall be responsible for interpreters’ behavior. Meals are the responsibility of the Contractor. Interpreters are prohibited to participate in any social function with participants.

4.1. WORK SCHEDULE: The Contractor shall provide simultaneous interpretation services on the following (approximate) schedule:

June 2024 Mon

Tue

Wed

Thu

Fri

Interpreters Eng/Spa/Por

Main Conference Room

0800 –

0800 –

0800 –

Interpreters Eng/Spa/Por Zoom.gov

0800 –

0800-

0800-

Interpreters Eng/Spa/Por

Break-out rooms TBD TBD TBD

4.2. There will be a one (1) hour lunch period daily. Lunch/breaks will coincide with the conference schedule.

4.3. Contractor shall allow the Government to vary the individual start and finish times of teams as may be necessary by the workday. Contractors shall follow the agenda (TBD) and workload of the conference. Contractor may be required to work additional hours. Please quote a per hour overtime rate along with the daily rate.

4.4. The Contractor shall be responsible to ensure all interpreters are at the location on time each day.

4.5. The Contractor shall be responsible for all Contractor personnel transportation and meals.

5.0 QUALITY CONTROL. Quality and accuracy of product and services: IAW FAR 12.208 the Government will rely on the Contractor’s existing quality assurance systems. The Contractor shall be responsible for ensuring the quality and accuracy of its product and services are maintained, including making any requested correction or changes, at no cost to the Government. The Contractor shall at a minimum:

5.1 Monitor interpreter’s performance to assure accuracy and quality of delivery of service.

5.2 Be prepared to submit resumes of all interpreters that will be participating in this event upon request.

5.3 Submit equipment pictures with the proposal.

6.0 DISCLOSURE OF INFORMATION. The Contractor shall ensure its interpreters agree to exercise an acceptable measure of discretion in maintaining confidentiality of conference agenda.

All agree to retain file copies only when agreed to by the Government. All translated documents are the property of the United States Government and shall not be copied, reproduced, or utilized for any purpose without the written consent of the Contracting Officer or Conference Administrative/Logistical Officer.

7.0 PERSONNEL: The Contractor shall provide work force possessing the skills, knowledge, and training to satisfactorily perform the services required by this contract. Personnel performing work under this work statement shall remain employees of the Contractor and will not be considered employees of the Government.

8.0 CONFLICT OF INTEREST: The Contractor shall not employ any person who is an employee of the United States Government or the Department of Defense, either military or civilian.

9.0 DEFINITIONS.

9.1 “Consecutive Interpretation” means interpretation that requires the interpreter to listen, comprehend, render into target language, and reproduce the original message in the target language after the speaker pauses.

9.2 “Simultaneous Interpretation” means the instantaneous oral reproduction of speech from one language to another. This requires the interpreter to listen, comprehend, convert into the target language, and reproduce a speaker’s message in the target language while the speaker continues to speak, typically lagging a matter of seconds behind the speaker.

9.3 “Team Interpreting” refers to two or more interpreters working together as a team to ensure the sustained accuracy of interpretation. The team members generally pre-agree on the intervals, usually 20-30 minutes, for rotating the role of active interpreter. The interpreter who is not actively interpreting assumes a supporting role and continues to follow the conference in order to provide the appropriate level of continuity when the interpreters’ roles are rotated.

10.0 GOVERNMENT FURNISHED ITEMS. None.

11.0 CONTRACTOR SHALL FURNISH THE FOLLOWING ITEMS.

11.1 All set-up and dismantling required to carry out the project shall be provided by the Contractor.

11.2 Technical Support. The Contractor shall provide all labor/technical support for setup prior to the event, support during the conference, and immediate correction of any equipment malfunction to ensure uninterrupted service during conference, and tear down after the conference. The Contractor shall pre-test all equipment prior to the conference set up and daily pre-test the equipment prior to the conference beginning and correct any malfunction as needed.

11.3 Security. The Government does not provide security for the Contractor’s equipment. The Contractor shall be responsible for the security/safeguarding and accountability of equipment brought and used during the conference.

12.0 The Contractor shall be responsible to ensure all interpreters arrive to the conference center on time each day. The Contractor shall be responsible for all contractor personnel lodging, transportation, and meals.

13.0 PRICE QUOTES: All quotes for services will be submitted in English and in U.S.

Dollars, itemized per item type. Quotes will also specify interpreter overtime rates on a per hour basis.

14.0 GOVERNMENT TECHNICAL REPRESENTATIVE. A Government Technical Representative (GTR) will be appointed to monitor this contract. The Government Technical Representative will monitor all technical aspects of the contract and assist in contract administration.

The Government Technical Representative is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the contract: perform inspections necessary in connection with contract performance: maintain written and oral communications with the Contractor concerning technical aspects of the contract: issue written interpretations of technical requirements, monitor Contractor's performance and notify both the Acquisition Support Center (ASC) and Contractor of any deficiencies; coordinate availability of government furnished property, and provide site entry of Contractor personnel. As stated in this PWS, a copy of which is sent to the Contractor, states the responsibilities and limitations of the Government Technical Representative, specifically with regard to changes in cost or price, estimates or changes in delivery dates. The Government Technical Representative is not authorized to change any of the terms and conditions of the contract.

15.0 CANCELLATIONS/ADDITIONS: The Contracting Officer has the right to add or delete from this PWS any change requirements (including the numbers and type of personnel or equipment needed) to make this mission a success. Changes made with at least 48-hour notice shall incur NO penalty. Other modifications may be negotiated as required, but only by the Contracting Officer. The Government will only pay for personnel and equipment used.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government

PAYMENT INSTRUCTION

All payments under this contract will be accomplished by the MASTERCARD Government Purchase Card. Payment will be made only after a complete invoice of all costs associated with this contract has been submitted to the paying official. Mininum invoice requirements are listed below:

POINT OF CONTACT:

Government POC: Steven L. Carro, steven.l.carro.civ@mail.mil Vendor: TBD Contracting POC: Cristina A. Tellechea, cristina.a.tellechea.civ@mail.mil Phone: (305) 437-3474

METHOD OF PAYMENT:

GOVERNMENT PAYMENT CARD – MASTERCARD

INFORMATION FOR THE VENDOR:

Please submit the original invoice to:

Cristina A. Tellechea 410 CSB – Miami Division Attn: Cristina A. Tellechea, cristina.a.tellechea.civ@mail.mil

Vendor shall Include the following items on the invoice:

*Name and address of contractor *Invoice date and invoice number *Contract Number – Include purchase order and contract line item number(s) *Date of Purchase *Itemized list of supplies or services furnished and must correspond to each contract line item number (CLIN)

*Quality, Unit Price, and Extension of Each Item (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and *Date of Delivery/Shipment/Performance *Name and address of official to whom payment is to be rendered *Invoices shall be preparted in English and in US Dollars (US$).

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 20-MAY-2024 TO

14-JUN-2024

N/A HQ USSOUTHCOM

STEVEN CARRO

9301 NW 33RD STREET

MIAMI FL

305-437-2514 FOB: Destination

W91LMH

0002 POP 20-MAY-2024 TO

14-JUN-2024

N/A (SAME AS PREVIOUS LOCATION)

W91LMH

0003 POP 04-JUN-2024 TO

06-JUN-2024

N/A CONFERENCE CENTER OF AMERICAS

BARBARA CHARRIS

9301 NW 33RD ST

DORAL FL 33172

305-437-0224

W811P5

0004 POP 04-JUN-2024 TO

06-JUN-2024

N/A (SAME AS PREVIOUS LOCATION)

W811P5

Section G - Contract Administration Data

CONTRACT ADMINISTRATION

Information and questions pertaining to this requirement shall be addressed to the following points of contact:

Contract Specialist: Cristina A. Tellechea, cristina.a.tellechea.civ@mail.mil Contracting Officer: Sherwin D. Riley, sherwin.d.riley.civ@mail.mil

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.204-13 System for Award Management Maintenance OCT 2018 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

NOV 2021

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Products and Commercial Services

FEB 2024

52.225-14 Inconsistency Between English Version And Translation Of Contract

FEB 2000

52.232-23 Assignment Of Claims MAY 2014 52.233-1 Disputes MAY 2014 52.233-3 Protest After Award AUG 1996 252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

JAN 2023

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

JAN 2023

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.225-7040 Contractor Personnel Supporting U.S. Armed Forces Deployed Outside the United States

OCT 2023

252.225-7048 Export-Controlled Items JUN 2013 252.229-7001 Tax Relief APR 2020 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

252.232-7010 Levies on Contract Payments DEC 2006 252.244-7000 Subcontracts for Commercial Products or Commercial

Services

NOV 2023

CLAUSES INCORPORATED BY 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 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 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;

(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--

(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.

(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.

(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 expressly authorized 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)

Section K - Representations, Certifications and Other Statements of Offerors

52.204-24 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021)

The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services-- Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications- Commercial Products and Commercial Services. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3.

(a) Definitions. As used in this provision-

Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L.

115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to--

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

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

115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to--

(i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services."

(d) Representations. The Offeror represents that--

(1) It [ ___ ] will, [ ___ ] will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will" in paragraph (d)(1) of this section; and

(2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that--

It [ ___ ] does, [ ___ ] does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section.

(e) Disclosures.

(1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will" in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment--

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(ii) For covered services--

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision.

(2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer:

(i) For covered equipment--

(A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known);

(B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and

(C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(ii) For covered services--

(A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or

(B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision.

(End of provision)

52.204-26 COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES--REPRESENTATION (OCT

2020)

(a) Definitions. As used in this provision, “covered telecommunications equipment or services” and "reasonable inquiry" have the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for “covered telecommunications equipment or services”.

(c) Representations.

(1) The Offeror represents that it [ ___ ] does, [ ___ ] does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument.

(2) After conducting a reasonable inquiry for purposes of this representation, the offeror represents that it [ ___ ] does, [ ___ ] does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services.

Section M - Evaluation Factors for Award

52.212-2 EVALUATION--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

1. Price

2. Technical Acceptability

3. Active SAM registration

(b) Technical Acceptability is defined as meeting all specifications in the Performance Work Statement and Section L of this Solicitation. Quotes shall be ranked in order of lowest price to highest price. If the lowest priced quote is determined to be technically acceptable, no other quotes will be evaluated.

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer's specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.