72051420Q00002 Draft.pdf

RFP Issuance Date: ____, 2020 Deadline for Questions: ____, 2020 at 5:00 pm Colombia Time Closing Date and Time for proposals: ____, 2020 at 5:00 pm Colombia Time

Subject: Request for Proposals (RFP) No. SOL-614-20-0000 – Security Contract

Dear Offerors:

The United States Government (USG), represented by the U.S. Agency for International Development’s Mission in Colombia (USAID/Colombia), plans to award a Firm Fixed Price Commercial Item Contract for the described attached Statement of Work. This form of contract requires the contractor to complete and deliver the specified end results within the final negotiated price.

In accordance with 302.3.5.17 Awards Limited to Local Competition, USAID is limiting this competition to local entities. Please see section L.2 302.3.5.17 Limitation on Subcontracting to Non-Local Entities (July 2014) for further information.

Please provide questions and proposal to USAID/Colombia’s Executive Office, Contracting Officer Ms./Mr. Richard Brian Aaron at raaron@usaid.gov and a copy to Ivonne Ayala, Procurement Supervisor at iayala@usaid.gov at your earliest opportunity, but not later than the date specified above.

Offerors may submit questions in writing via email to the two individuals named above prior to the deadline specified above.

Lastly, issuance of this solicitation does not constitute an award commitment on the part of the U.S.

Government nor does it commit the U.S. Government to pay for the costs incurred in the submission of a quotation. Further, the Government deserves the right to reject the quotation received if such action is considered to be in the best interest of the Government. Do not incur any expense or begin work until notified to do so, in writing, by the Contracting Officer.

Sincerely, Richard Brian Aaron Contracting Officer

U.S. Agency for International Development Cra 45 # 24B – 27, Gate 2 Bogotá Tel: (571) 315 4125 COLOMBIA www.usaid.gov mailto:raaron@usaid.gov mailto:iayala@usaid.gov

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Table of Contents

B - SUPPLIES OR SERVICES/PRICES 7

C – STATEMENT OF WORK/DELIVERABLES 8

D - PACKAGING AND MARKING 15

E - INSPECTION AND ACCEPTANCE 16

F - DELIVERIES OR PERFORMANCE 17

G - CONTRACT ADMINISTRATION DATA 19

H - SPECIAL CONTRACT REQUIREMENTS 20

I - CONTRACT CLAUSES 22

J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS 33

K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF BIDDERS 34

L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO BIDDERS 52

M - EVALUATION CRITERIA 60

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B - SUPPLIES OR SERVICES/PRICES

B.1 PURPOSE

The United States Agency for International Development (USAID) Colombia, seeks the services of a Contractor to produce Regional Security Information Reports and Special Reports, and provide Security, Safety, Awareness, and Preparedness Training as detailed in Section C.

B.2 CONTRACT TYPE

This is a Firm Fixed-Priced Commercial Contract. For the consideration set forth in the Contract, the offeror shall provide the services and deliverables described in Section C “Statement of Work” and comply with all contract requirements.

B.3 PRICE

TBD at contract award.

END OF SECTION B

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C – STATEMENT OF WORK/DELIVERABLES

C.1 BACKGROUND

The United States Agency for International Development (USAID) in Colombia is oriented to support the government of Colombia and civil society to implement a sustainable and inclusive peace.

USAID/Colombia works to promote economic prosperity through the licit economy to improve the living conditions of victims of violence and vulnerable groups, promote respect for human rights and rule of law; and address climate change and environmental issues.

USAID’s work in Colombia specifically targets vulnerable geographies and populations. Target populations include youth, women, migrants, social leaders, ethnic minorities, internally displaced

1 2 persons, and other conflict-affected populations. USAID’s strategy in Colombia has a special focus on building the capacity of emerging young leaders to sustain long-term outcomes. This target geography is aligned with the Colombian Government’s “peace geography” as laid out in its Territorial Development Plans , or PDETs for short.

USAID/Colombia works through a wide range of Implementing Partners (IPs) across the country that demand appropriate security information, security awareness and preparedness. Examples of IP organizations include, but are not limited to, international development, non-governmental, intergovernmental, non-profit organizations, think-tanks, civil society groups and local governments. On the heels of a recent increase in security incidents around the country, USAID/Colombia seeks to hire a firm to provide security information reports, and security, safety, awareness, and preparedness training to USAID/Colombia staff and the wide range of IPs mentioned above.

C.2 PURPOSE

In June 2019, USAID/Colombia hired a Security Liaison Specialist to establish a Partner Liaison Security Office (PLSO) to provide safety, security, and operational support to the USAID/Colombia Mission, and non-prescriptive security guidance to IPs. IPs regularly consult with the PLSO on a range of issues, including security information and personnel training in security. In the wake of the COVID-19 outbreak in Colombia, IPs have flagged a changing security scenario where illegal armed groups are exerting greater territorial control. This program will consider the traditional changes in the post Accord and post COVID-19 security environment.

USAID/Colombia is seeking the services of a local contractor to provide the following services:

1. Design, develop and produce Regional Security Information Reports (RSIRs) and Special Reports for dissemination to over fifty (50) IPs, and for USAID/Colombia internal use. RSIRs and Special Reports have the objective to keep USAID/Colombia and IPs appraised of the most current national and regional security information, incidents and criminal trends.

2. Design, develop, and deliver a five day Security, Safety, Awareness, and Preparedness Training Program to support the programming and assistance efforts of USAID/Colombia. Training will be directed at USAID/Colombia staff and IP personnel (approximately 1800 total IP personnel).

Content will be regularly updated from the RSIRs.

1 “Social leaders” includes human rights and environmental defenders.

2 “Ethnic minorities” or “ethnic populations” primarily refer to indigenous and Afro-Colombian populations.

3 Planes de Desarrollo con Enfoque Territorial (PDET), the Colombian Government’s defined “peace geography.”

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C.3 RESULTS

By the end of the contract period, the action of the contractors will have lead to the following results:

1. USAID/Colombia and its IPs will be better informed about the evolving security conditions in the post accord and post COVID-19 Colombia.

2. USAID/Colombia and its IPs will be aware of security conditions and able to mitigate risks while implementing activities in security-challenged areas of the country.

C.4 DESCRIPTION AND SPECIFICATIONS

The RSIRs, Special Reports and Security, Safety, Awareness, and Preparedness Training Program will be designed around current and projected risks, particularly to USAID’s key focus areas aligned with the Colombian Government’s PDET regions. Regional training should be tailored to provide security context information specific to each region.

1. Regional Security Information Reports and Special Reports

a) Regional Security Information Reports:

The contractor will assess needs and produce a quarterly RSIR, in both Spanish and English with the most updated security information available, including information related to the post accord and post COVID-19 security environment. RSIRs will include the most updated security information available.

i. Preparation and Delivery: Every quarterly RSIR will at least highlight Political, Security Sector, Economic, Social, Information, Infrastructure, Physical Environment and Time information, for each department in Colombia (not exceeding three (3) pages per department). In addition each RSIR will have a security analysis section available only to USAID/Colombia that identifies increasing risk concerns for USAID/Colombia activities. The contractor will have access to PLSO geographic security monitoring tools that track security incidents and security alerts. The Contractor will actively contribute to keep those tools up-to-date by uploading security incidents to it, and to use them in the production of RSIRs (Please see Annex A, for detailed explanation of each sector within RSIRs).

ii. Information and Referencing: Information provided by the contractor to USAID/Colombia in the RSIRs must be properly referenced. PLSOs are only permitted to disseminate open-source information that is publicly available. This restriction ensures PLSOs do not violate any aspects of 7 FAM 050, Consular Information Program, Messages for U.S. Citizens, and the no double standard policy.

Quarterly RSIRs do not require to be fully rewritten; however, the contractor must ensure information sections are properly updated as necessary. All of the submitted documents will be considered draft until final approval from the COR. The contractor is expected to submit reports in Microsoft Word, single-spaced, using Times New Roman 12-point font, DRAFT Page 9 of 63 with the word “DRAFT” stated as a watermark. The COR will provide comments within seven (7) workdays after receiving the draft. The final version must be submitted in Word to the COR not later than five (5) workdays after receiving comments.

b. Special Reports

The contractor will produce special reports as requested by USAID/Colombia, in both Spanish and English. Special reports will contain the most updated security information available, including information related to the post accord and post COVID-19 security environment. USAID may request up to four (4) special reports per year.

i. Preparation and Delivery: Every Special Report may at least highlight Political, Security Sector, Economic, Social, Information, Infrastructure, Physical Environment and Time information as requested by USAID/Colombia.

USAID/Colombia may request more information and risk analysis on a case by case basis depending upon programmatic needs at the time; that information may include extensive information that may be focused in one or more areas, for example during the introduction of a rapid response program implementation in multiple locations, or work across an entire coverage area, for example unexpected high-impact events on USAID/Colombia operations, such as civil unrest, or COVID19-related national mandatory lockdown measures. Each Special Report will not exceed twelve (12) pages per report. The contractor will have access to PLSO geographic security monitoring tools that track security incidents and security alerts to build Special Reports.

ii. Information and Referencing: Information provided by the contractor to

USAID/Colombia in the RSIRs must be properly referenced. PLSOs are only permitted to disseminate open-source information that is publicly available. This restriction ensures PLSOs do not violate any aspects of 7 FAM 050, Consular Information Program, Messages for U.S. Citizens, and the no double standard policy.

All of the submitted documents will be considered draft until final approval from the COR. The contractor is expected to submit reports in Microsoft Word, single-spaced, using Times New Roman 12-point font, with the word “DRAFT” stated as a watermark. The COR will provide comments within seven (7) workdays after receiving the draft. The final version must be submitted in Word to the COR not later than five (5) workdays after receiving comments.

2. Security, Safety, Awareness, and Preparedness Training Program

The Security, Safety, Awareness, and Preparedness Training Program will include a combination of classroom presentations that considers information from RSIRs to address the most current risks that may be prevalent in regions where USAID/Colombia operates, hands-on exercises, and capstone exercise(s) to use the skills taught during the training in simulated, real-world scenarios.

The training will be designed for and accommodate up to thirty (30) students per session The course will be delivered in Spanish.

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The contractor is required to provide all personnel, facilities, equipment, materials, supplies, consumables, and otherwise do all the necessary for providing the services described below:

i. Exercises and Scenarios: As much of the material as practical will be reinforced through hands-on, and practical exercises representative of situations the participants are likely to encounter in the field. USAID/Colombia strongly prefers that field exercises maintain a strict separation from Colombian Military, Police, and/or Law Enforcement agencies.

ii. Training Material: The contractor will develop consistent, up-to-date security and training materials that effectively address the identified learning objectives, including:

○ The contractor will include a security risk management training module (security strategies) designed exclusively for IP security managers/focal points training.

○ The contractor will also include modules on tactical trauma care, field first-aid, and stress/trauma management for working in high-risk security environments for all participants.

○ Regional training will be tailored to provide security context information specific to each region.

All materials developed as part of this endeavor will become the property of USAID.

iii. Participants Material: To reinforce training and serve as a future resource for participants, a student resource product will be developed and provided to students at the start of each training (material will be made available in hard copy and electronically).

Additionally, if any consumables are used by the participants in the training to enforce a skill, such as an individual first-aid kit, one will be provided to the participants for personal use after the course. Said resource kit must be approved by the COR prior to distribution.

iv. Training Frequency and Location: The contractor will deliver training sessions upon

USAID/Colombia request. It is estimated that USAID/Colombia will request 12 training sessions in the first 12 months (one per month) of the period of performance. USAID estimates about six training sessions will occur in Bogota, while about six training sessions will occur outside Bogota. Illustrative examples of locations where training may occur outside of Bogota include Antioquia (Medellin), Cordoba (Monteria), Atlantico (Barranquilla), and Valle del Cauca (Cali). Location, date and time of training will be coordinated with and approved by USAID/Colombia. The location must be easily accessible and at a location chosen/provided by the contractor, and provide the typical facilities for a learning environment. Including, at a minimum:

○ Classroom

○ Male/female restrooms

○ Classroom consumables: training material, snacks/refreshments and lunch for each participant during the 5-day training sessions.

When training commences outside of Bogota, travel and lodging expenses will be reimbursed.

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v. Review documentation: The contractor will review documentation (e.g. USAID operational policies) related to current USAID existing material related to the topics of the course and include references and specific topics for USAID/Colombia. The COR will provide references and information as appropriate to be included in the training.

vi. Curriculum: The contractor will include a formal curriculum outlining specific subjects, modules, topics, and enforcement exercises. Exercises and other hands-on learning should be clearly explained.

vii. Instructor Guides: Instructor guides should be developed for each module of instruction that, at a minimum address the following:

○ Overview of the module (complete training agenda)

○ Outline of the module’s learning objectives

○ The instructional setting (physical location/inside/outside/vehicle/etc.)

○ The instructor to student ratio

○ The duration of the module

○ Method of instruction (lecture/hands on/scenario/etc.)

viii. Presentation: A comprehensive, professional, and tailored graphical presentation for the delivery of the material. Each module will have a dedicated presentation that accurately and concisely conveys pertinent information. Presentation will include, at least the following:

○ An introduction to the module

○ A list of the module’s objectives

○ The content of the module

○ A summary of module points

○ Evaluation of the module/training

ix. Safety Plan. The contractor will submit a comprehensive safety plan that outlines injury management for each training session. The contractor will develop this plan prior each training session, and for each training session location. The intent of the safety plan is to obtain an effective response in case of an emergency.

x. Attendance Sheet and Participant Survey: The contractor will maintain an accurate list of participants. At the completion of each iteration of the training, the contractor will provide a participant survey form:

○ The attendance sheet will include at least at a minimum participant names, title/role in the organization, organization, contact phone, contact email

○ The contractor will summarize the participant surveys with quantifiable open-ended feedback for each individual module of the training and for the training overall

The attendance sheet and surveys forms will be provided to the COR via email within five (5) days after completion of the course.

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xi. Certificate of Completion: At the completion of the training, participants will be provided a certificate of completion (suitable for presentation). The certificate will include, at a minimum:

○ Participant’s name

○ Date(s) of attendance

○ Course name

○ Statement confirming completion

○ Signature of the lead trainer/Provider

All of the submitted documents will be considered draft until final approval by the COR. The contractor is expected to submit reports in Microsoft Word, single-spaced, using Times New Roman 12-point font, with the word “DRAFT” stated as a watermark. USAID/Colombia will provide comments within seven (7) work days after receiving the draft. The final version must be submitted in Word to the COR not later than five (5) work days after receiving comments.

The contractor’s training approach will consider the following elements:

i. Sustained elevated risk of violence and crime in geographic areas of Colombia;

ii. A lack of host government capability to provide military/law enforcement response to a critical incident;

iii. Limited ability for IPs to safely travel and operate in the local environment and to securely and effectively implement or facilitate respective activities;

iv. Limited ability for USAID/Colombia staff to safely travel;

v. Local host government instability and/or its inability to support activities;

vi. Any combination of the above factors or any other security condition negatively impacting the effective implementation or monitoring of USAID/Colombia programs/projects.

The training plan must also incorporate the following training concepts:

i. Cohesive and integrated training approach;

ii. Clear connection between subjects and training sessions/activities;

iii. Designed to address the varying degrees of knowledge and experience participants on security related matters, as well as different participant learning styles; and

iv. Balance of theory and practical hands-on and experiential learning opportunities.

C.5 GENERAL

The contractor will be responsible to arrange and pay for all logistic support required under the resulting award, including but not limited to travel arrangements, communications, administrative services, report preparation services, printing, and duplicating.

C.6 OPTION YEARS

This contract contains three one year options. USAID estimates that the approximate quantities noted in the statement of work above also apply to each option year.

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C.6 SUGGESTED SOURCES and CONTACTS

To support the development of the training the Offeror may choose to consult the following resources:

a. Humanitarian Practice Network: Disaster Risk Reduction

b. For illustrative example of possible Partner Training, please see Annex A in Section J of this solicitation

END OF SECTION C

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D - PACKAGING AND MARKING

D.1 BRANDING

The Contractor shall comply with the requirements of the USAID “Graphic Standards Manual” in accordance with ADS 320, available at www.usaid.gov/branding, or any successor branding policy.

END OF SECTION D

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E - INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE

USAID inspection and acceptance of services, reports and other required deliverables or outputs shall take place at:

USAID/Colombia Cra. 45 # 24B-27, Gate 2 Bogota, Colombia 111321

Or at any other location where the services are performed and reports and deliverables or outputs are produced or submitted. The Purchase Order Contracting Officer’s Representative will be delegated authority to inspect and accept all services, reports and required deliverables or outputs.

END OF SECTION E

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F - DELIVERIES OR PERFORMANCE

F.1 PERIOD OF PERFORMANCE

The estimated period of performance for this contract is one year. The contract includes three one-year options.

F.2 TECHNICAL DIRECTION AND DESIGNATION OF RESPONSIBLE USAID

OFFICIALS

1. TBD at contract award

Contracting officer USAID/Colombia

Email: TBD at contract award.

2. A separate Administrative letter issued by the Contracting Officer at the time of contract award that will designate the Contracting Officer’s Representative (COR). The Contracting Officer will provide a copy of the COR designation letter to the Contractor.

F.3 COR APPROVALS

In addition to approvals provided for by the COR designation letter, the following is a list of actions also require COR approval:

1. RSIRs prior to dissemination. Once approved, the contractor may invoice the cost of the

RSIR.

2. Special Reports prior to dissemination. Once approved, the contractor may invoice the cost of the special report.

3. Work plans and training materials prior to training courses. The training attendance report and survey must be submitted to the COR in order to invoice USAID for payment of the fixed price training and any related travel expenses.

F.4 PLACE OF PERFORMANCE

The place of performance under this Contract is Colombia and the United States. The authorized Geographic code for the procurement of commodities and services is 937.

The contractor will work independently outside the compound of the U.S. Embassy in Bogota; however, there will be periodic meetings and consultations at the USAID offices in Bogota as necessary.

F.5 KEY PERSONNEL AND PERSONAL QUALIFICATIONS

TBD based on the successful offeror’s proposal.

F.6 REPORTS AND DELIVERABLES

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In addition to the requirements set forth in AIDAR clause 752.242-70, Periodic Progress Reports and Section C Statement of work , the Contractor will submit to the COR reports, deliverables or outputs, as further described below:

1. Work plan. The contractor will deliver a detailed outline of the proposed training, including, location, dates, times, number of participants, materials, resources and budget per training needed. Work Plans will be different for each course offering, but will follow a standardized outline that will be developed by the contractor. The contractor should expect feedback from previous courses to be incorporated into future course Work Plans.

END OF SECTION

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G - CONTRACT ADMINISTRATION DATA

G.1CONTRACTING OFFICER'S AUTHORITY

The Contracting Officer is the only person authorized to make or approve any changes in the requirements of this contract and notwithstanding any provisions contained elsewhere in this contract, the said authority remains solely in the Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the Contracting Officer, the change shall be considered to have been made without authority and no adjustment shall be made in the contract terms and conditions, including price.

G.2TECHNICAL DIRECTION

The COR shall provide technical direction/oversight to the Contractor in accordance with the terms of his/her designation letter.

G.3ACCEPTANCE AND APPROVAL

In order to receive payment, all deliverables must be accepted and approved by the COR.

G.4PAYMENT OFFICE

The paying office for this contract is: USAID/Colombia

Financial Management Office USAID/Colombia

G.5INVOICES

Submission of invoices shall be done electronically.

Electronic copies of the invoice shall be sent to bogotausaidfmpayments@usaid.gov with a copy to the COR’s email address.

1. Send via email, one invoice, all other required supporting documents, and SF-1034 Public Voucher for Purchases and Services Other Than Personal.

2. The SF-1034 must be signed,

3. The invoice should provide the bank account details which should include the bank account number, the bank name and address, the SWIFT Code and the ABA number.

END OF SECTION G

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H - SPECIAL CONTRACT REQUIREMENTS

H.1REPORTING OF FOREIGN TAXES (July 2007)

(a) Reports. The Contractor must annually submit an annual report by April 16 of the next year.

(b) Contents of Report. The reports must contain:

1. Contractor name.

2. Contact name with phone, fax and email.

3. Agreement number(s).

4. Amount of foreign taxes assessed by a foreign Government [list each foreign government separately] on commodity purchase transactions valued at $500 or more financed with U.S. foreign assistance funds under this agreement during the prior U.S. fiscal year.

5. Only foreign taxes assessed by the foreign government in the country receiving U.S.

assistance is to be reported. Foreign taxes by a third party foreign government are not to be reported. For example, if an assistance program for Lesotho involves the purchase of commodities in South Africa using foreign assistance funds, any taxes imposed by South Africa would not be reported in the report for Lesotho (or South Africa).

6. Any reimbursements received by the Contractor during the period in (iv) regardless of when the foreign tax was assessed plus, for the interim report, any reimbursements on the taxes reported in (iv) received by the Contractor through October 31 and for the final report, any reimbursements on the taxes reported in (iv) received through March 31.

7. The final report is an updated cumulative report of the interim report.

8. Reports are required even if the Contractor/recipient did not pay any taxes during the report period.

9. Cumulative reports may be provided if the Contractor/recipient is implementing more than one program in a foreign country.

(c) Definitions. For purposes of this clause:

1. "Agreement" includes USAID direct and country Contracts, grants, cooperative agreements and interagency agreements.

2. "Commodity" means any material, article, supply, goods, or equipment.

3. "Foreign government" includes any foreign governmental entity

4. "Foreign taxes" means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

(d) Where. Submit the reports to:

(e) Subagreements. The Contractor must include this reporting requirement in all applicable subcontracts, subgrants and other subagreements.

(f) For further information see http://www.state.gov/m/rm/c10443.htm.

752.222-70 USAID Disability Policy (DEC 2004)

(a) The objectives of the USAID Disability Policy are:

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1. To enhance the attainment of United States foreign assistance program goals by promoting the participation and equalization of opportunities of individuals with disabilities in USAID policy, country and sector strategies, activity designs and implementation;

2. To increase awareness of issues of people with disabilities both within USAID programs and in host countries;

3. To engage other U.S. Government agencies, host country counterparts, governments, implementing organizations and other donors in fostering a climate of nondiscrimination against people with disabilities; and

4. To support international advocacy for people with disabilities. The full text of USAID's policy can be found at the following Website:http://pdf.usaid.gov/pdf_docs/PDABQ631.pdf.

(b) USAID therefore requires that the contractor not discriminate against people with disabilities in the implementation of USAID programs and that it make every effort to comply with the objectives of the USAID Disability Policy in performing this contract. To that end and within the scope of the contract, the contractor's actions must demonstrate a comprehensive and consistent approach for including men, women, and children with disabilities.

END OF SECTION H

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I - CONTRACT CLAUSES

LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR “52.252.-2 CLAUSES INCORPORATED BY REFERENCE”. See http://acquisition.gov/far/index.html for electronic access to the full text of a FAR clause.

1) 52.204-19 Incorporation by Reference of Representations and Certifications

2) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (AUG 2019)

3) 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive

Orders - Commercial Items. (MAR 2020)

4) 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving. (AUG

2011)

5) 52.225-13 Restrictions on Certain Foreign Purchases. (JUN 2008)

6) 52.227-17 Rights in Data-Special Works (Dec 2007)

7) 52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004)

8) 52.252-1 Solicitation Provisions Incorporated By Reference (FEB 1998)

9) 52.252-2 Contract Clauses Incorporated By Reference (FEB 1998)

AIDAR Clauses incorporated by reference:

1) 752.7013 Contractor-Mission Relationships (Jun 2018)

2) 752.7038 Nondiscrimination Against End-Users of Supplies or Services (OCT 2016)

52.212-4 Contract Terms and Conditions - Commercial Items. (OCT 2018)

(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, DRAFT Page 22 of 63 http://acquisition.gov/far/index.html http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 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 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.

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(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);

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(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;

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(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 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price 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.

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(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; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving 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

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(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)

52.216-24 Limitation of Government Liability. (APR 1984)

(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding [ ]dollars.

(b) The maximum amount for which the Government shall be liable if this contract is terminated is [ ]dollars.

(End of clause)

52.217-9 Option to Extend the Term of the Contract (MAR 2000)

(a)The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 4 years.

752.252-2 AIDAR Clauses Incorporated By Reference (MAR 2015)

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 all AIDAR solicitation provisions and contract clause is contained in the Code of Federal Regulations (CFR) located at 48 CFR chapter 7.

(End of clause)

752.211-70 Language and Measurement (JUN 1992)

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(a) The English language shall be used in all written communications between the parties under this contract with respect to services to be rendered and with respect to all documents prepared by the contractor except as otherwise provided in the contract or as authorized by the contracting officer.

(b) Wherever measurements are required or authorized, they shall be made, computed, and recorded in metric system units of measurement, unless otherwise authorized by USAID in writing when it has found that such usage is impractical or is likely to cause U.S. firms to experience significant inefficiencies or the loss of markets.Where the metric system is not the predominant standard for a particular application,measurements may be expressed in both the metric and the traditional equivalent units, provided the metric units are listed first.

(End of clause)

752.222-71 Nondiscrimination (JUN 2012)

FAR part 22 and the clauses prescribed in that part prohibit contractors performing in or recruiting from the U.S. from engaging in certain discriminatory practices. USAID is committed to achieving and maintaining a diverse and representative workforce and a workplace free of discrimination.