Life Insurance Contract 19AJ2026D0011 Signed.pdf

CONTRACT DOCUMENT

CONTRACT 19AJ2026D0011

Project: “Local Employee Staff Life Insurance (2026-2031)”

The U.S. Embassy Baku 111 Azadliq ave.

Baku, Azerbaijan, AZ1007

SECTION B

PART II: PRICE - GROUP LIFE INSURANCE

B.5. GROUP LIFE INSURANCE SERVICES

The Contractor shall provide the Group Life Insurance services described herein to employees of the Government of the United States of America in Baku, Azerbaijan. The groups of employees who shall be provided this insurance are listed in C.2.1. This insurance shall be provided in accordance with Section C and the Exhibits in Section J.

B.5.1. Official Residence Expense (ORE) Staff are included under this contract only as a rider; the Contractor shall bill the Chief of Mission and Deputy Chief of Mission (for ORE Staff) separately, at the rates specified below. See Section G for billing procedures.

B.6. GROUP LIFE INSURANCE RATES

This is a IDIQ ((Indefinite Delivery, Indefinite Quantity) type contract under which the Government will issue firm-fixed price task orders. The fixed prices/premium rates manat (AZN) per one thousands of salary to provide life insurance, natural death, accidental death, - disability benefit & funeral benefit coverage are as follows:

JAMES ZADROGA 9/11 VICTIMS HEALTH AND COMPENSATION ACT OF 2010 NOTICE:

UNLESS A WAIVER OR EXCEPTION APPLIES, PAYMENTS SUBSEQUENT TO THIS

PROCUREMENT ARE SUBJECT TO AN EXCISE TAX OF 2% PERSUANT TO 26 U.S.C. 5000C.

Type of Insurance Premium

(per 1,000 of Salary) Estimated Payroll

(Bi-Weekly in Thousands) Bi-Weekly Total

a. Natural Death 17.36 AZN 621,787.00 10,792.56

b. Accidental Death 0.55 AZN 621,787.00 340.82

c. Disability Benefit 0.23 AZN 621,787.00 142.01

d. Funeral Benefit 0.14 AZN 621,787.00 85.2

11,360.59

295,375.37

Bi-Weekly Rates per Employee [Note to Contracting Officer: Fill in “Estimated Payroll"” column.]

B.6.3. Second Option Year of Contract (the period of performance: September 5, 2028 - September 4, 2029

e. Subtotal (a + b + c + d)

f. Total Price for Second Option Year (e x 26)

Type of Insurance Premium

(per 1,000 of Salary) Estimated Payroll

(Bi-Weekly in Thousands) Bi-Weekly Total

a. Natural Death 17.25 AZN 621,787.00 10,725.59

b. Accidental Death 0.54 AZN 621,787.00 338.7

c. Disability Benefit 0.23 AZN 621,787.00 141.13

d. Funeral Benefit 0.14 AZN 621,787.00 84.68

11,290.10

293,542.47

Bi-Weekly Rates per Employee [Note to Contracting Officer: Fill in “Estimated Payroll"” column.]

B.6.2. First Option Year of Contract (Period of performance: September 5, 2027 - September 4, 2028)

e. Subtotal (a + b + c + d)

f. Total Price for First Option Year (e x 26)

Type of Insurance Premium

(per 1,000 of Salary) Estimated Payroll

(Bi-Weekly in Thousands) Bi-Weekly Total

a. Natural Death 17.16 AZN 621,787.00 10.668,21

b. Accidental Death 0.54 AZN 621,787.00 336.89

c. Disability Benefit 0.23 AZN 621,787.00 140.37

d. Funeral Benfit 0.14 AZN 621,787.00 84.22

11,229.69

291,972.05

Bi-Weekly Rates per Employee [Note to Contracting Officer: Fill in “Estimated Payroll"” column.]

B.6.1. Base Year of Contract (Period of performance: September 5, 2026 - September 4, 2027)

e. Subtotal (a + b + c + d)

f. Total Price for Base Year (e x 26)

B.6.6. Grand Total of Base plus All Option Years

Base Year Total 291,972.05 AZN First Option Year Total 293,542.47 AZN Second Option Year Total 295,375.37 AZN Third Option Year Total 298,377.51 AZN Fourth Option Year Total 300,995.22 AZN

Grand Total of Base plus All Option Years 1,480,262.62 AZN

Type of Insurance Premium

(per 1,000 of Salary) Estimated Payroll

(Bi-Weekly in Thousands) Bi-Weekly Total

a. Natural Death 17.69 AZN 621,787.00 10,997.90

b. Accidental Death 0.56 AZN 621,787.00 347.3

c. Disability Benefit 0.23 AZN 621,787.00 144.71

d. Funeral Benefit 0.14 AZN 621,787.00 86.83

11,576.74

300,995.22

Bi-Weekly Rates per Employee [Note to Contracting Officer: Fill in “Estimated Payroll"” column.]

B.6.5. Fourth Option Year of Contract (The period of performance: September 5, 2030 - September 4, 2031

e. Subtotal (a + b + c + d)

f. Total Price for Fourth Option Year (e x 26)

Type of Insurance Premium

(per 1,000 of Salary) Estimated Payroll

(Bi-Weekly in Thousands) Bi-Weekly Total

a. Natural Death 17.53 AZN 621,787.00 10,902.26

b. Accidental Death 0.55 AZN 621,787.00 344.28

c. Disability Benefit 0.23 AZN 621,787.00 143.45

d. Funeral Benefit 0.14 AZN 621,787.00 86.07

11,476.06

298,377.51

Bi-Weekly Rates per Employee [Note to Contracting Officer: Fill in “Estimated Payroll"” column.]

B.6.4. Third Option Year of Contract (The period of perfomance: September 5, 2029 - September 4, 2030)

e. Subtotal (a + b + c + d)

f. Total Price for Third Option Year (e x 26)

B.7. ADMINISTRATIVE RETENTION AMOUNTS

B.7.1 If the Contractor requests a price adjustment under B.8 below, the Contractor must present cost experience data that includes the retention amount. For purposes of any economic price adjustment, this retention amount is a fixed amount that is a part of the premium amounts in B.6. This retention amount will not be adjusted for any reason.

The retention amount is part of the premium and may include, but not be limited to, such costs as overhead and general and administrative costs. It will also include any profit. Essentially, it includes all costs except the actual portion of the premium intended to fund claims paid to the claimant.

B.7.2 Sets forth the retention amounts per premium paid for each category of premium and for each period of performance.

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

B.7.2. Retention Amounts per Separate Premium Paid per Employee:

Period of Performance Natural Death Accidental Death Disability Benefit

Funeral Benefit

Base Period 28,01 0,88 0,37 0,22

First Option Year 26,75 0,84 0,35 0,21

Second Option Year 26,86 0,85 0,35 0,21

Third Option Year 27,09 0,86 0,36 0,21

Fourth Option Year 27,28 0,86 0,36 0,22

B.8. ECONOMIC PRICE ADJUSTMENT (EPA)-LIFE INSURANCE PREMIUMS

B.8.1. Premium Adjustment Based on Experience: For life insurance, prices may be adjusted upward or downward based on the experience rating of the Mission(s) covered by this contract, and it specifically excludes all riders in B.1.1.. No adjustment will be allowed during the first twelve months. After such time, the Contractor or the Government may request an adjustment in premiums on an annual basis. Adjustments are not retroactive to previous contract terms. Before any such adjustment is made, the Contractor agrees to provide the Government a balance sheet showing three main components for the time period: (1) receipts (premiums received) minus the retention amount, (2) number of insurance plans, and (3) claims paid. The information shall be provided per type of premium, i.e. per line item. The retention amount is not subject to adjustment. The Government reserves the right to select an independent third party to review the balance sheet and claims and make recommendations regarding the appropriateness of the requested adjustment. Any adjustment shall be subject to mutual agreement of the parties and shall result in a written modification to the contract. Mutually agreed to adjustments shall be effective thirty days after complete information is received by the Government. Any failure to reach agreement under this clause shall be subject to the procedures in the Disputes clause.

B.8.2. Premium Adjustment Based on Law: The rates may also be adjusted during the performance period of the contract as a result of laws enacted by the host Government, if such change in the laws has a direct impact on the cost to the Contractor to perform this contract at the rate contracted for herein. In that event, the Contracting Officer may enter into negotiations with the Contractor to modify the contract to adjust the premium rate. The Contractor agrees to provide all documentation necessary to support any requested adjustment.

B.9. CONTRACT MINIMUM GUARANTEE

The Government guarantees a minimum order value of USD 10,000.00 over the life of this contract. This amount constitutes the Government's minimum obligation under this Indefinite-Delivery, Indefinite-Quantity (IDIQ) contract. Orders will be issued in accordance with FAR 52.216-22, Indefinite Quantity.

SECTION C

DESCRIPTION/SPECIFICATION/WORK STATEMENT

GROUP LIFE INSURANCE

C.2. GROUP LIFE INSURANCE

The Government of the United States of America requires group life insurance coverage for its employees, as further described in C.2.1. through C.2.9., in the Republic of Azerbaijan. The Government has determined that the prevailing practice by employers in Azerbaijan is that group life insurance coverage is representative of locally prevailing compensation practice and that the cost of such insurance protection is usually borne by the employer. Therefore, the Government desires to adopt such locally prevailing practice as part of its compensation plan for its employees as further described in C.2.1. through C.2.9. The specific group insurance coverage under this contract is set forth in this part of Section C and the Attachments in Section J.

C.2.1. Eligible Participants

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

Not eligible are LE Staff working under temporary appointments; those working under a PSA or PSC that is time limited to less than one year; those with an intermittent (When Actually Employed (WAE)) workweek schedule; non-personal services contract personnel and their employees, supplied by an independent contractor licensed to do business in Azerbaijan who provide services to other local organizations as well as to the U.S. Mission; and Peace Corps personal services contractors as indicated in MS 743.

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

C.2.2. Premium Costs: The USG will pay 100% of the premium costs.

C.2.3. Death Benefit:

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

(1) Natural Death: 21 times the monthly basic salary

(2) Accidental Death: 22 times the monthly basic salary

C.2.4. Disability Benefit: The vendor will provide, at a minimum, local social security replacement benefits as follows upon annual verification of Disability Category and subject to annual adjustment by the Azerbaijan Local Social Security System and the Government of Azerbaijan:

Group I Disability: 300 manat monthly (minimum)

Group II Disability: 250 manat monthly (minimum)

Group III Disability: 180 manat monthly (minimum)

C.2.5. Funeral Benefit: The vendor will provide, at a minimum, local social security replacement benefits as follows:

600 manat (minimum) paid to beneficiary when an individual receiving a disability allowance dies.

C.2.6. Conditions and limitations:

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

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

1. Violating the law or in resisting detention or arrest,

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

3. An accident resulting from the employee being under the influence of alcohol, drugs or other toxic substance unless administered by a physician. Death as a result of a disease or physical or mental infirmities and medical or surgical treatment thereof (except pyogenic infection due to an accidental cut or wound) shall be considered a natural and not an accidental death. Death by suicide will not be covered.

C.2.7. Participants Covered Under a Rider:

All current active employees of the Chief of Mission and the Deputy Chief of Mission assigned to their respective official Government residences and paid under an ORE account. All costs for ORE employees are the responsibility of the employing officer, not the U.S. Government.

C.2.8. Dependents are not covered. Retirees are not covered.

C.2.9. Definitions:

Salary: monthly salary is one-twelfth of the employee's annual basic salary, exclusive of premium pay, allowances, bonuses, or any other separate payments.

Currency: premiums and benefits will be paid in local currency.

C.2.10. Location of Employment

The individuals covered by C.2.1. must be employed within the geographic boundaries of Azerbaijan by:

Department of State, Department of Defense, Department of Energy.

C.2.11. Eligibility and Effective Date

C.2.11.1. Term of Eligibility and Effective Date

Each current active eligible employee is enrolled for life insurance and disability benefits under this contract upon award and thereafter during the performance period of this contract. Each new eligible employee will be enrolled upon entering on duty with the United States Government. An employee is considered active ("on the rolls") whenever such employee is on approved leave, whether paid or unpaid.

During a period of Leave Without Pay (LWOP) or unpaid leave that is one pay period or less, coverage under the insurance contract will continue. The USG will pay the total premium cost to the Contractor. The employee’s share of the premium will be collected through payroll deduction in that or the subsequent pay period.

C.2.11.2. Period of Ineligibility

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

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

C.2.12. BROCHURE REQUIREMENT

C.2.12.1. The Contractor shall provide a document (brochure/pamphlet/other written document) in English and Azerbaijani that sets forth a complete listing of the life insurance benefits to be provided under this contract. This brochure shall be provided in sufficient quantities so that each covered employee receives a copy. The Contractor shall furnish all copies of the brochures to the COR, who will ensure that appropriate distribution is made.

C.2.12.2. The document described in C.2.12.1. shall be provided to the COR not later than 30 days after date of contract award. The Contractor shall provide additional brochures for new employees within ten days of the COR’s request.

C.2.12.3. The Contractor assumes full responsibility for ensuring that the document described in C.2.12.1. accurately reflects the requirements of the contract, as implemented by the Contractor’s technical proposal. In all cases, the contract shall take precedence. Should the COR discover that the brochure contains inaccuracies, the Contractor will be notified in writing; however, failure on the part of the Government to notice any inaccuracies shall in no way limit, revise or otherwise affect the requirement under this contract for the Contractor to fully comply with all contract terms.

C.3.0. DEFINITIONS

Please refer to attachment # 2 on page # 47 and table below:

FMO The Financial Management Officer (FMO) or the paying office for all U.S.

Government Agencies, except U.S. AID.

COR Contracting Officer's Representative (COR) is the Human Resources Officer (HRO) at post.

Contributory Insurance Insurance for which the employee contributes toward the premium.

Customary and Reasonable Treatment A diagnostic test or medical treatment which is usually performed in the community where the individual is being treated.

Dependent N/A Disability - Total and Permanent A physical or mental impairment which precludes the individual from performing ordinary motor or bodily functions and which requires separation from employment. If the impairment is the result of a previous impairment, it shall be considered a continuation of the prior impairment.

Employee An individual employed by the U.S. Government, under a direct-hire appointment, personal services contract (PSC), or personal services agreement (PSA), as further defined in Section C.1.3

Employer The United States Government or in the case of ORE and the Chief of Mission/Deputy Chief of Mission

GSO General Services Officer in charge of the General Services Office at post.

This officer is usually the Contracting Officer (CO) for this contract.

Hospital An institution established and operated for the care and treatment of sick and injured persons. It provides 24-hour nursing care and has diagnostic, laboratory, treatment, and surgical facilities. Any institution which does not meet this definition is not considered a hospital.

Hospital Patient An individual who has been admitted to a hospital, is assigned a bed, and is given diagnostic tests or receives treatment for a disease or an injury.

Maximum Benefit The total amount that will be paid to any one covered individual for covered medical expenses or life insurance/disability benefit.

Physician An individual who has graduated from an accredited medical school and is licensed to practice medicine in the jurisdiction in which the contract is to be performed. If the individual is a medical specialist, then he or she is Board Certified in that specialty

Surgical Procedure Any invasive medical procedure by manual or instrument operation undertaken for diagnosis or treatment of a diseased patient.

C.3.0 DEFINITIONS

SECTION E

INSPECTION AND ACCEPTANCE

E.1. 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. In addition, the full text of a clause may be accessed electronically at: Acquisition.gov this address is subject to change.

If the Federal Acquisition Regulation (FAR) is not available at the location indicated above, use the Department of State Acquisition website at e-CFR to see the links to the FAR. You may also use an Internet “search engine” (for example, Google, Yahoo or Excite) to obtain the latest location of the most current FAR.

THE FOLLOWING FEDERAL ACQUISITION REGULATION CLAUSE(S) IS/ARE INCORPORATED BY

REFERENCE:

CLAUSE TITLE AND DATE

52.246-4 INSPECTION OF SERVICES - FIXED PRICE (AUG 1996)

E.2. QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP)

This plan is designed to provide an effective surveillance method to promote effective Contractor performance.

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

Performance Objective

PWS

Paragraph Performance Threshold Services

Performs all the insurance services set forth in the Performance Work Statement (PWS)

C.2.1 through C.2.12

All required services are performed and no more than one

(1) customer complaint is received per month

E.2.1 Surveillance. The COR will receive and document all complaints from Government personnel regarding the services provided. If appropriate, the COR will send the complaints to the Contractor for corrective action.

E.2.2 Standard. The performance standard is that the Government receives no more than one (1) customer complaint per month. The COR shall notify the Contracting Officer of the complaints so that the Contracting Officer may take appropriate action to enforce the inspection clause (FAR 52.246-4, Inspection of Services – Fixed Price (AUG 1996) or the appropriate Inspection of Services clause), if any of the services exceed the standard.

E.2.3 Procedures https://acquisition.gov/browse/index/far https://gov.ecfr.io/cgi-bin/text-idx?SID=d9a7851186785ba2b1896db79b1b6b29&mc=true&tpl=/ecfrbrowse/Title48/48tab_02.tpl

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

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

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

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

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

(f) If the Contractor disagrees with the complaint and challenges the validity of the complaint, the Contractor will notify the COR. The COR will review the matter to determine the validity of the complaint.

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

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

SECTION F

DELIVERIES OR PERFORMANCE

F.1. 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. In addition, the full text of a clause may be accessed electronically at: Acquisition.gov this address is subject to change.

If the Federal Acquisition Regulation (FAR) is not available at the location indicated above, use the Department of State Acquisition website at e-CFR to see the links to the FAR. You may also use an Internet “search engine” (for example, Google, Yahoo or Excite) to obtain the latest location of the most current FAR.

THE FOLLOWING FEDERAL ACQUISITION REGULATION CLAUSES ARE INCORPORATED BY

REFERENCE:

CLAUSE TITLE AND DATE

52.242-15 STOP WORK ORDER (AUG 1989)

52.242-17 GOVERNMENT DELAY OF WORK (APR 1984)

F.2 PERIOD OF PERFORMANCE. The performance period of this contract is one year beginning on September 5, 2026 to September 4, 2027 with four (4) one-year options to renew.

F.3 OPTIONS

(a) The Government may extend this contract in accordance with the option clause at Section I, clause I.2, FAR Clauses Incorporated by Full Text (FAR 52.217-9, Option to Extend the Term of the Contract), which also specifies the total potential duration of the contract.

(b) The Government may exercise the option set forth at Section I, "FAR 52.217-8, Option to Extend Services".

F.4 REPORTS AND OTHER DELIVERABLES

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

The U.S. Embassy Baku, Annex, 90 Nizami str., Baku, Azerbaijan.

https://gov.ecfr.io/cgi-bin/text-idx?SID=d9a7851186785ba2b1896db79b1b6b29&mc=true&tpl=/ecfrbrowse/Title48/48tab_02.tpl

SECTION G

CONTRACT ADMINISTRATION DATA

G.1. 652.242-70 CONTRACTING OFFICER’S REPRESENTATIVE (COR) (AUG 1999)

(a) The Contracting Officer may designate in writing one Government employee, by name or position title, to take action for the Contracting Officer under this contract. This designee shall be identified as a Contracting Officer’s Representative (COR). Such designation shall specify the scope and limitations of the authority so delegated; provided, that the designee shall not change the terms or conditions of the contract, unless the COR is a warranted Contracting Officer, and this authority is delegated in the designation.

(b) The COR for this contract is Sadiyar Aghayev, Human Resources Specialist.

G.2 COR DUTIES

G.2.1 The COR is responsible for inspection and acceptance of services. These duties include review of Contractor invoices, including the supporting documentation required by the contract. The COR may provide technical advice, substantive guidance, inspections, invoice approval, and other purposes as deemed necessary under the contract.

G.2.2 In addition, the COR shall maintain updated list of employees and dependents insured, which will supersede the initial list provided under this contract and as reported to the insurer without prejudice to the ineligibility clause.

G.2.3. The COR has the additional responsibility of maintaining the eligible listing of employees and dependents for insurance coverage.

G.2.4 The COR may not change the terms and conditions of the contract. While the COR is authorized to provide the Contractor with updated listings of eligible employees and dependents, only the Contracting Officer may modify existing task orders or issue new task orders, reflecting these changes, since only the Contracting Officer can obligate funding and commit the Government.

G.3. Payment shall be made in AZN (Azerbaijani Manats).

G.4 SUBMISSION OF INVOICES AND PAYMENT

G.4.1. Invoices for U.S. Government employees shall be submitted electronically to the following address

BAKUDBO@STATE.GOV

Payments at Beginning of Covered Period

G.4.2. Frequency of Payments. All funds under this contract will be obligated by issuance of task orders, as described in H.3. Each task order will fund a specific period of time and number of employees, and the task orders will be issued at the frequency described in H.3. Contractor may submit invoice annually for payment to be made at the beginning of the year for which insurance coverage is provided in accordance with

FAR 32.404.

G.4.3. U.S. Government Employees. The Government shall make payments directly to the Contractor for all Government employees, whether or not the employee is contributing to the premium amount.

G.4.4 ORE Staff. The Chief of Mission and/or Deputy Chief of Mission will make payment directly to the Contractor for the entire premium amount of the ORE staff, whether or not the ORE employee is contributing to the premium amount.

G.4.5. Reserved.

G.5 REFUNDS TO THE GOVERNMENT

If at any time during performance of the contract the Government finds that the Contractor has been overpaid because the number of employees and/or dependents covered has decreased, the Contracting Officer may either allow that overpayment to be credited to the Government’s account or require that the Contractor refund the overpayment. If the Contracting Officer requests a refund, the Contractor shall make that refund to the Government within ten calendar days of receipt of the request.

G.6 VALUE ADDED TAX

VALUE ADDED TAX (VAT). The Government will not reimburse the Contractor for VAT under this contract. The Contractor shall not include a line for VAT on Invoices as the U.S. Embassy has a tax exemption certificate with the host government.

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H.1 SECURITY. On occasion, a Contractor employee may require entry into U.S. Government-owned or -operated facilities. If so, the Contractor should be prepared to provide the necessary identification to permit escorted access within that facility.

H.2 STANDARDS OF CONDUCT. The Contractor shall maintain satisfactory standards of employee competency, conduct, cleanliness, appearance, and integrity and shall be responsible for taking such disciplinary action with respect to employees as may be necessary. Each Contractor employee is to adhere to standards that reflect credit on themselves, their employer, and the United States Government.

H.3 ORDERING PROCEDURES. The Government will issue a task order as soon as possible after contract award to identify all employees to be covered by the insurance described in this contract and the coverage selected by each employee, including dependents to be covered. The COR will make subsequent additions or deletions to this list in writing and provide the revised list to the Contractor. All such revisions shall be consolidated, and a new or modified task order will be issued by the Contracting Officer. If any changes have been made to the coverage listing, the Government anticipates issuance of a new task order on a yearly basis.

This new task order will include all changes made since the previous task order was issued and will include any increase or decrease in necessary funding. The changes to the list of eligible individuals will supersede the initial list provided under prior task orders without prejudice to the ineligibility clause. Task orders will indicate the effective date of employment, for purposes of calculating the premium due.

H.3.1. The ORE staff, under separate riders are not included under the task orders issued by the Contracting Officer. Because their coverage is under a rider, their employer is responsible for directly interacting with the Contractor to order any coverage for their employees. When contacted by the employer, the Contractor shall advise the employer of the paperwork and payment that will be necessary to order coverage for the identified individuals. Because more than one employer may have ORE staff, the Contractor may be contacted by more than one employer (typically the Chief of Mission and Deputy Chief of Mission).

H.4. CONTRACTOR RESPONSIBILITY IN CLAIMS AND REIMBURSEMENT TO CLAIMANTS

General.

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

Payment of Life Insurance Benefits to Beneficiaries. The Contractor shall settle life insurance claims as follows:

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

(2) The Contractor shall pay the employee's named beneficiary, legal heir, or estate the total amount of the claim within 60 days from the date the Contractor receives a completed disability or death claim.

Payment shall be computed on the basis of the coverage as defined in Section C.2.0 and its subparagraphs.

H.5. REPORT REQUIREMENTS.

The Contractor shall provide the following reports monthly. All reports must be received by the COR no later than the 10th day of each month. These reports shall report on the previous month's activities.

(a) Employee Claims Report. The report will list all claims paid by the Contractor to a claimant, including the name of the claimant, date claim is received by the Contractor, and the amount claimed. This report shall also include all outstanding claims and a brief description of why claim has not been paid.”

H.6. MISCELLANEOUS CONTRACTOR REQUIREMENTS

H.6.1. General. The Contractor shall take all such steps as are necessary, and obtain and pay for all permits, taxes and fees as are required by the government of Azerbaijan to establish and/or operate a commercial venture locally. A contract with the U.S. Government conveys no special privileges or immunities to the Contractor. The Contractor is an independent commercial concern and not a part of the U.S. mission.

The Contractor's employees are not U.S. Government employees. Registration of this contract with the Azerbaijani government, if required by law, will be the sole responsibility of the Contractor, and any fees, taxes, or other duties shall be payable by the Contractor without recourse to the Government of the amounts thereof.

H.6.2. Licenses and Local Laws. The Contractor shall possess all permits, licenses, and any other appointments required for the prosecution of work under this contract, all at no additional cost to the Government. The Contractor shall perform this contract in accordance with local laws.

H.7 ERRONEOUS PAYMENTS. If the Government becomes eligible for a refund of payment because of erroneous overpayment or other cause, the Contractor shall refund the amounts or use them to offset future payments owed by the Government, whichever the Government prefers. The Contractor shall refund any refunds not complete or discovered after the completion date of this contract.

H.8 REQUIRING ACTIVITY. The requiring activity under this contract is the U.S. Embassy/Consulate.

SECTION I

CONTRACT CLAUSES

I.1. 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. In addition, the full text of a clause may be accessed electronically at: Acquisition.gov this address is subject to change.

If the Federal Acquisition Regulation (FAR) is not available at the location indicated above, use the Department of State Acquisition website at e-CFR to see the links to the FAR. You may also use an Internet “search engine” (for example, Google, Yahoo or Excite) to obtain the latest location of the most current FAR.

THE FOLLOWING FAR CLAUSES ARE INCORPORATED BY REFERENCE:

CLAUSES TITLE AND DATE

52.202-1 DEFINITIONS (JUN 2020)

52.203-3 GRATUITIES (APR 1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN

2020)

52.203-7 ANTI-KICKBACK PROCEDURES (JUN 2020)

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY

OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (MAY 2014)

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (MAY

2014)

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (JUN 2020)

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS (NOV 2021)

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT

TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (NOV 2023)

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS (JAN 2017)

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT

AWARDS (JAN 2026)

https://gov.ecfr.io/cgi-bin/text-idx?SID=d9a7851186785ba2b1896db79b1b6b29&mc=true&tpl=/ecfrbrowse/Title48/48tab_02.tpl

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (JAN 2026)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND

CERTIFICATIONS (DEC 2014)

52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING

WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR

DEBARMENT (JAN 2026)

52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING

RESPONSIBILITY MATTERS (JAN 2026)

52.222-50 COMBATTING TRAFFICKING IN PERSONS (FEB 2026)

52.225-14 INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF

CONTRACT (FEB 2000)

52.226-8 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE

DRIVING (MAY 2024)

52.228-4 WORKERS COMPENSATION AND WAR-HAZARD INSURANCE OVERSEAS

(APR 1984)

52.229-6 TAXES - FOREIGN FIXED-PRICE CONTRACTS (JUL 2025)

52.232-1 PAYMENTS ( APR 1984)

52.232-8 DISCOUNTS FOR PROMPT PAYMENT (FEB 2002)

52.232-11 EXTRAS (APR 1984)

52.232-17 INTEREST (MAY 2014)

52.232-18 AVAILABILITY OF FUNDS (APR 1984)

52.232-22 LIMITATIONS OF FUNDS (FEB 2026)

52.232-24 PROHIBITION OF ASSIGNMENT OF CLAIMS (MAY 2014)

52.232-25 PROMPT PAYMENT (JAN 2017)

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD

MANAGEMENT (OCT 2018)

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS (MAR 2023)

52.233-1 DISPUTES (JAN 2026) – Alternate I (JAN 2026)

52.233-3 PROTEST AFTER AWARD (JAN 2026)

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (JAN 2026)

52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND

VEGETATION (APR 1984)

52.237-3 CONTINUITY OF SERVICES (JAN 1991)

52.242-13 BANKRUPTCY (JULY 1995)

52.246-25 LIMITATION OF LIABILITY – SERVICES (FEB 1997)

52.246-26 REPORTING NONFORMING ITEMS (AUG 2024)

52.253-1 COMPUTER GENERATED FORMS (FEB 2026)

52.232-29 TERMS FOR FINANCING OF COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2021)

52.240-91 SECURITY PROHIBITIONS AND EXCLUSIONS (JAN 2026)

52.240-93 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION

SYSTEMS (JAN 2026)

52.244-6 SUBCONTRACTS FOR COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (JAN 2026)

I.2. FEDERAL ACQUISITION REGULATION (FAR) CLAUSES INCORPORATED IN FULL TEXT

52.212-4 TERMS AND CONDITIONS – COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (JAN 2026)

Terms and Conditions—Commercial Products and Commercial Services (Deviation Date)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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.

The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery.

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 under this contract 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) 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; 40 U.S.C.

chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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.