Solicitation_SGE50016R0007.pdf

Request for Proposal

Toyota Land Cruiser 200 Station Wagons for US Embassy Freetown, Sierra Leone

RFP No. SGE50016R0007

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

SGE50016R0007

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

DATE

12/14/2015

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Wilhelm Fleming

b. TELEPHONE NUMBER (No collect calls)

c. EMAIL flemingwm@state.gov

8. OFFER DUE DATE / LOCAL

TIME

01/18/2016 17:00:00

CODE FRANK

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

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

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS: 423110

SIZE STANDARD:

10. THE ACQUISITION IS

SEE

SCHEDULE

X

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

12. DISCOUNT TERMS

13a. THIS CONTRACT IS

RATED ORDER UNDER DPAS

13b. RATING

RFQ IFB X RFP

14. METHOD OF SOLICITATION

FREETCODE15. DELIVER TO

AMERICAN EMBASSY FREETOWN

SOUTHRIDGE HILL STATION

ATTN: GSO

FREETOWN

SIERRA LEONE

CODE FRANK16. ADMINISTERED BY

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

FACILITY

CODE

CODE

Contact Duns Telephone No.

17a. CONTRACTOR/OFFEROR FRANKCODE18a. PAYMENT WILL BE MADE BY

AMERICAN CONSULATE GENERAL FRANKFURT

GIESSENER STRASSE 30

ATTN: RPSO

FRANKFURT, 60435

GERMANY

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

OFFER SEE ADDENDUM

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

CHECKED

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

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

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

See Line Items Section

25. ACCOUNTING AND APPROPRIATION DATA

See Line Item Detail

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

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

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

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

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

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

TERMS AND CONDITIONS SPECIFIED.

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

SOLICITATION (BLOCK 5) INCLUDING ANY ADDITIONS OR CHANGES WHICH

ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

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

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

Frederick Washington 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 02/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

SGE50016R0007

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _________________________________

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

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

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

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

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

STANDARD FORM 1449 (REV. 02/2012) BACK

Table of Contents

Section Description Page Number

2 Contract Clauses 52.203-5 Covenant Against Contingent Fees (May 2014) 52.203-7 Anti-Kickback Procedures (May 2014) 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) 52.225-13 Restrictions on Certain Foreign Purchases (June 2008) 52.229-6 Taxes - Foreign Fixed-Price Contracts (Feb 2013) 52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Dec 2013) 52.244-6 Subcontracts for Commercial Items (Oct 2015) 52.204-12 Data Universal Numbering System Number Maintenance (Dec 2012) 52.204-13 System for Award Management Maintenance (JUL 2013) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items (Oct 2015) 52.225-14 Inconsistency Between English Version and Translation of Contract (Feb 2000) 52.232-34 Payment by Electronic Funds Transfer - Other than System for Award Management (Jul 2013) 52.252-2 Clauses Incorporated by Reference (Feb 1998) 652.225-71 SECTION 8(a) OF THE EXPORT ADMINISTRATION ACT OF 1979, AS AMENDED

(AUG 1999)

652.229-70 EXCISE TAX EXEMPTION STATEMENT FOR CONTRACTORS WITHIN THE

UNITED STATES (JUL 1988)

652.232-70 Payment Schedule and Invoice Submission (Fixed-Price)(Aug 1999)

652.242-73 AUTHORIZATION AND PERFORMANCE (AUG 1999)

652.243-70 NOTICES (AUG 1999)

3 Solicitation Provisions 52.212-1 Instructions to Offerors--Commercial Items (Oct 2015) 52.204-7 System for Award Management (Jul 2013) 52.204-16 Commercial and Government Entity Code Maintenance (Jul 2015) 52.214-34 Submission of Offers in the English Language (Apr 1991) 52.232-28 Alt I Invitation to Propose Performance-Based Payments (Mar 2000) - Alternate I (Mar 2000)

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

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

1. BASIS FOR AWARD

5 Representations and Certifications 52.204-19 Incorporation by Reference of Representations and Certifications (Dec 2014) 52.209-7 Information Regarding Responsibility Matters (Jul 2013) 52.212-3 Offeror Representations and Certifications--Commercial Items (Nov 2015) 52.222-56 Certification Regarding Trafficking in Persons Compliance Plan (Mar 2015) 52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran--Representation and Certifications (Oct 2015) 652.209-79 Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Criminal Conviction under any Federal Law. (DEVIATION)(Sept 2014)

652.225-70 ARAB LEAGUE BOYCOTT OF ISRAEL (AUG 1999)

001 Land Cruiser 200 Station Wagon GX V8 Twin TD 8 seats Manual (Alarm, Climate Control, Cool Box, Roof Rack), Model: VDJ200LGNMNZ SFX: 11 General Specifications (For use in extreme climatic and physical conditions)

6.00 EA

DETAILED SPECIFICATIONS ARE STIPULATED WITHIN

THE SOLICITATION/CONTRACT

Doc Ref No:

Delivery

Date

FOB:

002 Land Cruiser 200 Station Wagon GX V8 Twin TD 8 seats Manual (Alarm, Climate Control, Cool Box, Roof Rack), Model: VDJ200LGNMNZ SFX: 11 General Specifications (For use in extreme climatic and physical conditions) the vehicles are to be with Bul

9.00 EA

DETAILED SPECIFICATIONS ARE STIPULATED WITHIN

THE SOLICITATION/CONTRACT

Doc Ref No:

Delivery

Date

FOB:

003 Service package.

This package provides essential parts required for normal servicing requirements during the first two years or 50,000km of ownership.

In addition it contains a limited quantity of emergency parts.

15.00 EA

DETAILED SPECIFICATIONS ARE STIPULATED WITHIN

THE SOLICITATION/CONTRACT

The service packages are to be delivered with each vehicle; they are to be deposited in a wooden or metal box/container securily fastened within each vehicle.

Doc Ref No:

Delivery

Date

FOB:

004 Total Cost for items 001-003 including all auxiliary costs (shipping and handling costs)

0.00 AL

NOTE: Item 004 will be removed upon award and replaced by automated total amount.

Doc Ref No:

Delivery

Date

FOB:

1. TYPE OF CONTRACT

This is a firm fixed price contract payable entirely in the currency indicated in Section 3, Supplies and Prices, below. No additional sums will be payable on account of any escalation in the cost of materials, equipment or labor, or because of the Contractor’s failure to properly estimate or accurately predict the prices or difficulty of achieving the results required by this contract. Nor will the contract price be adjusted on account of fluctuations in the currency exchange rates.

2. EFFECTIVE PERIOD OF CONTRACT

SGE50016R0007

Line Item Summary

Solicitation Number:

SGE50016R0007

Contract Number: Title: Freetown, Sierra Leone Toyota Landcruisers

Date of Solicitation:

12/14/2015

Line Item No. Description Quantity Unit Unit Price Total Cost

The contract resulting from this solicitation shall be effective on the date of the Contracting Officer's signature, and shall remain valid until all vehicles have been received and accepted by the U.S. Government.

3. SUPPLIES AND PRICES

The Contractor shall provide to the U.S. Government the new left-hand drive vehicles as described in the specifications for the stated firm fixed price. Further, the Contractor shall properly perform pre-delivery inspection on the vehicles and deliver them to the loca-tion set forth in Section 11, Place of Delivery, of this contract. The firm fixed price shall include the vehicles, pre-delivery inspection, transportation to their ultimate destination, certificates of origin, operator’s manuals, warranty certificates, and any other documenta-tion mandated by the destination country in accordance with Section 6, Other Specific Requirements, of this contract. All manuals shall be furnished in the English language.

3.1 BASIS FOR PRICES

The prices of vehicles, that will be assembled or manufactured in japan, shall include their transportation on F.O.B. destination basis to the designated facility of the US Embassy in Freetown, Sierra Leone, in accordance with Section 24, FAR 52.247-34 F.O.B. Des-tination (NOV 1991), of this contract.

The prices of the vehicles, that will be imported in to Sierra Leone, shall include their transportation on C.I.F. basis to the Seaport in Freetown, Sierra Leone, in accordance with Section 25, FAR 52.247-42 C.I.F. Destination (APR 1984), of this contract.

NOTE: The offerors shall quote prices for the proposed vehicles without the customs duties and/or taxes normally charged by the Government of Sierra Leone. The General Services Office (GSO) at the American Embassy in Freetown, Sierra Leone, will assist the Contractor in obtaining the necessary sales tax exemption certificates and documentation, and arranging for the custom and duty free clearance of the vehicles imported in to Sierra Leone, in accordance with Section 12, Customs Clearance and Tax Exemptions, of this contract. The U.S. Government’s assistance to obtain the exemption certificates from the Government of Siera Leone shall not allevi-ate the Contractor to produce and submit the documentation required for the process.

3.2 MANUFACTURE (BRAND) / MODEL IDENTIFICATION

The base vehicle proposed for line item no. 001 is of the following manufacture and model name/number (please insert below the manufacture and model name/number of the vehicle):

LINE ITEM NO. MANUFACTURE (BRAND) MODEL NAME / NUMBER

Section 1- Solicitation/Contract Form

4 DESCRIPTION / SPECIFICATIONS OF VEHICLE

NOTE TO OFFEROR:

The only difference between the vehicles is that six vehicles (line item 001) are to be without Bull Bar and winch option, and nine vehicles (line item 002)are to be with Bull Bar and winch option.

Line Item No. 001

Six (6) Land Cruiser 200 Station Wagon GX V8 Twin TD 8 seats Manual (Alarm, Climate Ctrl, Cool Box, R. Rack), Model:

VDJ200LGNMNZ SFX: 11

General Specifications (For use in extreme climatic and physical conditions) A) . Minimum Specifications of the Base Vehicle

Standard Features:

Engine & Chassis 130 amp alternator (12V) 2 x 70 amp hour batteries (12V) Air Cleaner: square with Pre-cleaner and snorkel Engine under body protection Fuel heater Fuel tank: 45 liter extra tank Full time 4 wheel drive High 4 - Low 4 4WD selector switch Inter cooler Limited Slip Differential (Centre) - Torsion Power assisted steering Severe usage package

Exterior Bumper: front and rear External door handle, colored Fixed rear quarter windows Green laminated windshield High/low 2-speed windshield wipers (incl. mist) Lift-up type back door Lockable fuel cap Mudguards: Front and rear Outside mirrors electrically adjustable Rear window wiper and washer Side glass green Side steps Spare wheel under body Towing eye: front & rear

Interior Accessory power outlet: FR(DC12)+RR(DC)+DK(DC) Antenna embedded in rear quarter window Ashtray Carpet floor covering Cigarette lighter Clock: digital with outside thermometer Console box: central Cup holders: front x 2 Dash silencer (interior & engine room) Door ajar warning Engine oil warning

Footrest Front door side pockets Fuel lid opener switch (no key) Fuel sedimenter warning with buzzer Glove box: lockable Headrests: rear x 3 Heater: front and rear High mount stop lamp Interior lights: front and rear Interior rear view mirror (day and night) Oil pressure gauge Power Windows Pre-wiring for audio with 4 speakers (Front only) & antenna Push button ignition - SMART START Rear door side pockets Rear window defogger Seat belt warning Seat belts all places Seat material: fabric Seat: Rear (RR2) 50/50 split Speedometer km/h Steering column-Tilt & collapsible Steering wheel lock Sun visors x 2

Miscellaneous Owner's manual - English & French Tool Kit & Jack

Security & Safety Air Bag System: D+P (driver and passenger) Anti-lock braking system (Multi-terrain ABS) Anti-theft system: alarm & immobilizer Headrests: Front only Rear door child protection locks Remote central door locking: Keyless entry (smart key)

Factory Options Included Air conditioning (non-CFC) w climate control (incl. in price) Anti-theft system immobilizer and alarm (incl. in price) Cool Box (incl. in price) Roof Rack, Heavy Duty w/steps (unassembled) - Max load capacity 200KG

Options Set of rubber mats (2 front & 2 rear) Toyota AM (LW, MW), FM radio-cd, MP3 player, AUX Jack & USB Basic safety pack (Exting./Triangle/First Aid Kit/Rope/Vest) Transit safety box (to secure easily removable items)

4.1 DESCRIPTION / SPECIFICATIONS OF VEHICLE (Continued)

Line Item No. 002

Nine(9) Land Cruiser 200 Station Wagon GX V8 Twin TD 8 seats Manual (Alarm, Climate Ctrl, Cool Box, R. Rack), Model:

VDJ200LGNMNZ SFX: 11

General Specifications (For use in extreme climatic and physical conditions)

A) . Minimum Specifications of the Base Vehicle

General Specifications (For use in extreme climatic and physical conditions) –

Standard Features:

Engine & Chassis

130 amp alternator (12V), 2 x 70 amp hour batteries (12V) Air Cleaner: square with Pre-cleaner and snorkel Engine under body protection Fuel heater Fuel tank: 45 liter extra tank Full time 4 wheel drive High 4 - Low 4 4WD selector switch Inter cooler Limited Slip Differential (Centre) - Torsion Power assisted steering Severe usage package

Exterior Bumper: front and rear External door handle, colored Fixed rear quarter windows Green laminated windshield High/low 2-speed windshield wipers (incl. mist) Lift-up type back door Lockable fuel cap Mudguards: Front and rear Outside mirrors electrically adjustable Rear window wiper and washer Side glass green Side steps Spare wheel under body Towing eye: front & rear

Interior Accessory power outlet: FR(DC12)+RR(DC)+DK(DC) Antenna embedded in rear quarter window Ashtray Carpet floor covering Cigarette lighter Clock: digital with outside thermometer Console box: central Cup holders: front x 2 Dash silencer (interior & engine room) Door ajar warning Engine oil warning Footrest Front door side pockets Fuel lid opener switch (no key) Fuel sedimenter warning with buzzer Glove box: lockable Headrests: rear x 3 Heater: front and rear High mount stop lamp Interior lights: front and rear Interior rear view mirror (day and night) Oil pressure gauge Power Windows Pre-wiring for audio with 4 speakers (Front only) & antenna Push button ignition - SMART START Rear door side pockets Rear window defogger Seat belt warning Seat belts all places Seat material: fabric Seat: Rear (RR2) 50/50 split Speedometer km/h Steering column-Tilt & collapsible

Steering wheel lock Sun visors x 2

Miscellaneous Owner's manual - English & French Tool Kit & Jack

Security & Safety Air Bag System: D+P (driver and passenger) Anti-lock braking system (Multi-terrain ABS) Anti-theft system: alarm & immobilizer Headrests: Front only Rear door child protection locks Remote central door locking: Keyless entry (smart key)

Factory Options Included Air conditioning (non-CFC) w climate control (incl. in price) Anti-theft system immobilizer and alarm (incl. in price) Cool Box (incl. in price) Roof Rack, Heavy Duty w/steps (unassembled) - Max load capacity 200KG

Options SRS Heavy duty bull bar and winch including front bumper Set of rubber mats (2 front & 2 rear) Toyota AM (LW, MW), FM radio-cd, MP3 player, AUX Jack & USB Basic safety pack (Exting./Triangle/First Aid Kit/Rope/Vest) Transit safety box (to secure easily removable items)

4.2 003 Service Package

This package provides essential parts required for normal servicing requirements during the first two years or 50,000km of ownership.

In addition it contains a limited quantity of emergency parts.

Package content subject to vehicle applicability.

The service packages are to be delivered with each vehicle; they are to be deposited in a wooden or metal box/container securily fastened within each vehicle.

• Features

• Oil filters

• Fuel filters

• Air filters

• Sump plug washers

• Fan & alternator belt

• Vane pump belt (subject to vehicle applicability)

• Cooler compressor belt (subject to vehicle applicability)

• Radiator hoses

• Glow plugs (subject to vehicle applicability)

• Injector nozzles

• Wheel

• Steering damper (subject to vehicle applicability)

• Front shock absorbers

• Rear shock absorbers

• Front brake pads

• Rear brake pads (subject to vehicle applicability)

• Rear brake shoes (subject to vehicle applicability)

• Wheel nuts

• Tires

• Inner-tubes (subject to vehicle applicability)

• Flaps (subject to vehicle applicability)

• Engine oil

• Brake fluid

• Engine coolant

• Wiper blades

• Windscreen washer fluid

• Bulb kit

5. COMPLIANCE WITH SPECIFICATIONS

The offerors shall submit with their offer, for the proposed vehicle model, a detailed matrix indicating that the specifications of the offered vehicle are in compliance with the required minimum requirements set forth in Section 4, Description/Specifications of Vehicle, of this solicitation. Any deviations to the required minimum specifications shall be clearly stated in the remarks column of the matrix. Product literature and/or catalog shall be provided as supplement to the specification data of the proposed vehicle model.

6. OTHER SPECIFIC REQUIREMENTS

The Contractor shall comply with specific vehicle requirements mandated by the US Government. Further, the Contractor shall provide vehicles for extreme climatic and physical conditions for use in Sierra Leone (for roads and rough terrain).

7 PREPARATION FOR DELIVERY OF VEHICLES

The vehicles shall be supplied in drive-away condition, to include all fluid levels in normal operating ranges.

8. WARRANTY (CONTRACTOR TO INSERT WARRANTY TERMS)

The Contractor agrees that the vehicles furnished under this contract shall be covered by the most favorable manufacturer’s commer-cial warranty the Contractor gives to any customer for such vehicles and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the Government by any other clause of this contract.

The Contractor shall provide a copy, in English, of the applicable manufacturer’s commercial warranty with each vehicle covered by such a warranty at no additional cost to the Government.

a) Warranty terms: ______ months, or ___________ Km, whichever comes first (to be inserted by the offeror).

b) Period of availability of repair parts: (to be inserted by the offeror).

The Contractor shall further provide, at the time of delivery of the vehicles, a list of the manufacturer’s authorized workshops in Sierra Leone that are capable of providing local maintenance and supplying spare parts for the proposed vehicle model.

9. MARKING AND SUBMISSION OF DOCUMENTS

9.1 The vehicles and associated documents shall be labeled and marked for, and the shipping documents, including original bill(s) of lading, the vehicle titles or certificates of origin, and a copy of the commercial invoice(s) shall be submitted by courier or interna-tional courier to the consignee’s following address:

American Embassy Freetown Attn: GSO Southridge Hill Station Freetown Sierra Leone

The before mentioned documents shall be sent for the attention of the following person:

Ms. Mani RA Kaifineh - Procurement Supervisor Tel: ++232-99-515-231 E-Mail: KaifinehMRA@State.gov (or his designated alternate point of contact)

9.2 For Imported Vehicles: The documents mentioned in Sub-Section 9.1 shall be submitted to the GSO Office at the American Embassy in Freetown, in advance, so they can assist the Contractor in obtaining, from the Government of Sierra Leone, the necessary customs and duty free clearance certificates prior to arrival of the vehicles at the Seaport in Freetown.

10 DELIVERY SCHEDULE

The fifteen (15) vehicles shall be delivered to either of the delivery points specified in Section 11, Place of De-livery, within one-hundred eighty (180) calendar days after award of the contract resulting from this solicitation.

52.212-4 Contract Terms and Conditions--Commercial Items (May 2015)

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occur-rence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidem-ics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if au-thorized) 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, contract line item number and, if applicable, the order number;

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.--

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

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

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

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

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

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

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

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

(C) Affected contract 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 Of-ficer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

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

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

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

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

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

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

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

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

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

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

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

(End of clause)

11. PLACE OF DELIVERY

11.1 If the vehicles will be supplied by the Contractor within Sierra Leone, they shall be delivered to the designated facility of the American Embassy in Freetown, Sierra Leone, in accordance with Section 24, FAR 52.247-34 F.O.B. Destination (NOV 1991), of this solicitation.

11.2 If the vehicles will be imported by the Contractor in to Sierra Leone, they shall be delivered to the Seaport in Freetown, in ac-cordance with Section 25, FAR 52.247-42 C.I.F. Destination (APR 1984), of this contract.

11.3 The offeror shall mark below the delivery destination of the vehicles:

____ Designated facility of the American Embassy in Freetown.

_____ Seaport in Freetown, Sierra Leone

12. CUSTOMS CLEARANCE AND TAX EXEMPTIONS

For vehicles imported in to Sierra Leone: The U.S. Government will assist the Contractor in obtaining, from the Government of Si-erra Leone, the exemption certificates for the customs and duty free clearance of the imported vehicles, which are labeled and marked in accordance with Section 9, Marking and Submission of Documents, of this solicitation.

52.247-34 F.O.B. Destination (Nov 1991)

(a) The term "f.o.b. destination," as used in this clause, means--

(1) Free of expense to the Government, on board the carrier's conveyance, at a specified delivery point where the consignee's facility (plant, warehouse, store, lot, or other location to which shipment can be made) is loc-ated; and

(2) Supplies shall be delivered to the destination consignee's wharf (if destination is a port city and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of the Contractor. The Govern-ment shall not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or "constructive placement" as defined in carrier tariffs) of the supplies to the destination, un-less such charges are caused by an act or order of the Government acting in its contractual capacity. If rail carri-er is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including "piggyback") is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item 568 of the National Motor Freight Classification for "heavy or bulky freight." When supplies meeting the requirements of the referenced Item 568 are delivered, unloading (including movement to the tailgate) shall be performed by the consignee, with assist-ance from the truck driver, if requested. If the contractor uses rail carrier or freight forwarded for less than car-load shipments, the contractor shall ensure that the carrier will furnish tailgate delivery, when required, if trans-fer to truck is required to complete delivery to consignee.

(b) The Contractor shall--

(1)(i) Pack and mark the shipment to comply with contract specifications; or

(ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements;

(2) Prepare and distribute commercial bills of lading;

(3) Deliver the shipment in good order and condition to the point of delivery specified in the contract;

(4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract;

(5) Furnish a delivery schedule and designate the mode of delivering carrier; and

(6) Pay and bear all charges to the specified point of delivery.

(End of clause)

52.247-42 C.I.F. Destination (Apr 1984)

(a) The term "c.i.f. destination," as used in this clause, means free of expense to the Government delivered on board the ocean vessel to the specified point of destination, with the cost of transportation and marine insurance paid by the Contractor.

(b) The Contractor shall--

(1)(i) Pack and mark the shipment to comply with contract specifications; or

(ii) In the absence of specifications, prepare the shipment for ocean transportation in conformance with carrier requirements;

(2)(i) Deliver the shipment in good order and condition; and

(ii) Pay and bear all applicable charges to the point of destination specified in the contract, including transporta-tion costs and export taxes or other fees or charges levied because of exportation;

(3) Obtain and dispatch promptly to the Government clean on-board ocean bills of lading to the specified point of destination;

(4) Be responsible for any loss of and/or damage to the goods occurring before delivery;

(5) At the Government's request and expense, provide certificates of origin, consular invoices, or any other doc-uments issued in the country of origin or of shipment, or both, that may be required for importation into the country of destination; and

(6) Obtain and dispatch to the Government an insurance policy or certificate providing the amount and extent of marine insurance coverage specified in the contract or agreed upon by the Government Contracting Officer.

(End of clause)

13. INSPECTION AND ACCEPTANCE OF VEHICLES

13.1 The inspection and acceptance of the vehicles, that will be supplied by the Contractor within Sierra Leone, shall be performed by the U.S. Government upon their arrival at the designated facility at the American Embassy in Freetown.

13.2 The inspection and acceptance of the vehicles, that will be imported by the Contractor in to Sierra Leone, shall be performed by the U.S. Government upon their arrival at the Seaport in Freetown, Sierra Leone.

13.3 The payment(s) to the Contractor shall be made following satisfactory inspection and acceptance of the vehicles by the U.S.

Government and upon presentation of the vehicle titles or certificates of origin to the GSO Office in Freetown.

14 SUBMISSION OF INVOICES

14.1 The original invoice(s) and two copies, along with a copy of the applicable bill(s) of lading, shall be submitted to the following office for payment:

American Embassy Freetown Attn: GSO Procurement Southridge – Hill Station Freetown Sierra Leone

14.2 The Contractor shall further submit one copy of each invoice to the following office, as record for the contract file:

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

Alternately via e-mail:

FlemingWM@state.gov and FrankfurtSSB@state.gov

15. PERIOD FOR ACCEPTANCE OF OFFERS

The offeror agrees to hold the prices in its offer firm for ninety (90) calendar days from the date specified for receipt of offers.

Note: This is an addendum to Section 31, FAR 52.212-1 “Instructions to Offerors - Commercial Items (Oct 2015)”, Paragraph (c) “Period for acceptance of offers”, of this solicitation.

16. CHOICE OF LAW

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

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

(a) The Contracting Officer may designate in writing one or more Government employees, by name and posi-tion title, to take action for the Contracting Officer under this contract. Each designee shall be identified as a Contracting Officer's Representative (COR). Such designation(s) shall specify the scope and limitations of the authority so delegated; provided, that the designee shall not change the terms or conditions of the contract, un-less the COR is a warranted Contracting Officer and this authority is delegated in the designation.

(b) The COR is [insert job title of COR] .

(End of clause)

Section 2- Contract Clauses

Clause Title

52.203-5 Covenant Against Contingent Fees (May 2014)

52.203-7 Anti-Kickback Procedures (May 2014)

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013)

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

52.229-6 Taxes - Foreign Fixed-Price Contracts (Feb 2013)

52.232-39 Unenforceability of Unauthorized Obligations (Jun 2013)

52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Dec 2013)

52.244-6 Subcontracts for Commercial Items (Oct 2015)

52.204-12 Data Universal Numbering System Number Maintenance (Dec 2012)

(a) Definition. Data Universal Numbering System (DUNS) number, as used in this clause, means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities, which is used as the identification number for Federal Contractors.

(b) The Contractor shall ensure that the DUNS number is maintained with Dun & Bradstreet throughout the life of the contract. The Contractor shall communicate any change to the DUNS number to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract.

A change in the DUNS number does not necessarily require a novation be accomplished. Dun & Bradstreet may be contacted--

(1) Via the internet at http://fedgov.dnb.com/webform or if the Contractor does not have internet access, it may call Dun and Bradstreet at 1–866–705–5711 if located within the United States; or

(2) If located outside the United States, by contacting the local Dun and Bradstreet office.

(End of clause)

52.204-13 System for Award Management Maintenance (JUL 2013)

(a) Definitions. As used in this clause--

Data Universal Numbering System (DUNS) number means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities, which is used as the identification number for Federal Contract-ors.

Data Universal Numbering System+4 (DUNS+4) number means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suf-fix.) This 4-character suffix may be assigned at the discretion of the business concern to establish addition-al SAM records for identifying alternative Electronic Funds Transfer (EFT)…