SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

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

OFFEROR

CODE 16. ADMINISTERED BYCODE

X

X

561990

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED OR720621

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

12/20/2018

255-746-234-739Ola Al-Ghazawi(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIME

Jan. 04, 2019 1400 Cb. TELEPHONE NUMBERa. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

72062119Q000015. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 2OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

Washington DC 20521-21402140 Dar es Salaam PlaceUSAID/Tanzania

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

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

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

USAID/TanzaniaWOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

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

HEREIN, IS ACCEPTED AS TO ITEMS:

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

Tim Pruett - Supervisory Executive Officer

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

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

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

USAID/TanzaniaDar es Salaam Tanzania

The United States Government (USG), represented by the U.S. Agency for International Development's Mission in Tanzania (USAID/Tanzania), is seeking qualified, responsible applicants interested in providing consultancy services as described in the statement of work that would result in the establishment of one Firm-Fixed-Price Commercial Item Purchase Order. This form of contract requires the contractor to complete and deliver the specified end results within the final negotiated price.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

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

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

22 of

This RFQ is issued, and award will be made in accordance with Federal Acquisition Regulation (FAR) Part 12 (Acquisition of Commercial Items) and, Part 13 (Simplified Acquisition Procedures). The North American Industry Classification System (NAICS) code for this acquisition is 561990. The Authorized Geographical code for this procurement is 935.

The successful candidate will be required to be registered in SAM pursuant to FAR 5.207. Prospective candidates are encouraged to register prior to submission of proposals.

Attachment 1: Statement of WorkAttachment 2: Contract ClausesAttachment 3: INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS.

Attachment 1

THE SCHEDULE STATEMENT OF WORK

I. TITLE

Development Partners Governance Working Group Secretariat

II. PERFORMANCE PERIOD

The period of performance for this purchase order is from December 17, 2018 to December 17, 2019.

III. PURPOSE

The purpose of this purchase order is to acquire services of the consultant to provide administrative, logistical, operational and strategic support, additional research as needed, and facilitate information sharing and communication with the Governance Working Group (GWG) and other stakeholders.

IV. CONTRACT TYPE

This is a firm-fixed-price, level-of-effort term purchase order. For the consideration set forth in the purchase order, the contractor shall provide the services and deliverables described in the “scope of work,” “deliverables and products,” and comply with all requirements.

V. BACKGROUND

The Governance Working Group has been established “to promote and contribute to good governance in Tanzania.” The Governance Working Group Secretary supports the work of the GWG and the dialogue between development partners and the Government of Tanzania (GoT) including the key accountability institutions and others working on the good governance agenda.

The GWG Secretary reports to the administrator of this contract, however will work under the direction of the Co-Chairs, currently the United States (USAID) and the Royal Embassy of Denmark (DK) to help them exercise their responsibilities to meet the GWG’s objectives and priorities as set out jointly by active Development Partners in the Governance cadre. This will entail the maintenance of close contact with other members of the GWG, especially with individuals assuming lead roles for the sector programmes, the Heads of the Focal Point Groups, the Heads of other Development Partners economic or social sector/clusters with which the GWG undertakes to collaborate. Within GoT this will include working relations with e.g. Ministry of Finance, President’s and Prime Minister’s Office, and the Head of the Chief Secretary’s Reform Coordination Unit, the Parliament, and the Judiciary. This will also include maintaining contacts with key civil society, academia and media stakeholders whose work is deemed relevant by the GWG members.

In 2018 USAID undertook a series of conversations with POPSMGG which resulted in the establishment of a working secretariat between GoT and USAID related to the portfolio of USAID governance programs. The Secretary will also work to help define and support this bilateral relationship as it develops and matures.

VI. SCOPE OF WORK

The GWG Secretary will be responsible for four main areas of work under the guidance of the GWG Co-Chairs and as agreed by the wider GWG group. They are:

i) Support engagement with the Government of Tanzania under the Terms of the Development Cooperation Framework;

ii) Coordination with key stakeholders; iii) Analytical and technical support;

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iv) Administrative support to GWG & Co-Chairs.

The GWG Secretary will also be responsible for areas of work under the specific guidance of USAID related to the bilateral USAID/POPSMGG (and/or other GoT entity) relationship:

i) Support engagement with the Government of Tanzania; ii) Analytical and technical support; iii) Administrative support to USAID.

Tasks and responsibilities related to the GWG:

1. Support engagement with the Government of Tanzania under the Terms of the Development Cooperation Framework

The Secretary will be responsible for supporting the Co-Chairs, and other members of the GWG to liaise and engage with the GoT pertaining to the objectives and principles outlined in the Development Cooperation Framework (DCF). The Secretary will provide insight and advice to the GWG related to the pursuit of the objectives and principles surrounding the development partnership and strategies for effective communication and engagement with key government counterparts (as per DCF) or via the DPG Main. Upon request, the secretary will work with the GWG Co-chairs to elevate issues deemed critical with the DPG Main for their attention and to inform their own dialogue with the GoT.

2. Coordination with key stakeholders Coordination within and beyond the membership of the GWG is key to the mandate of the GWG leadership. The Secretary will work with the Co-chairs to:

• Ensure links with other relevant DP/GoT groupings, specifically DPG Main and DPG Secretariats;

• Support joint DP working groups on key governance issues such as (but not limited to): equitable service delivery, elections, civic space, rule of law, human rights, anti-corruption, flow of funds, natural resources management, gender equality, land etc.;

• Subject to approval by the Co-chairs, support other DP leads on agreed areas of shared interest;

• Identify, build, and maintain potential contacts within and beyond the GoT with whom to maintain close contact based on their relevance to the GWG agenda;

• Identify, build and maintain contacts with key actors in a diverse range of civil society, academia and the media with whom the GWG may maintain close relations;

• Develop and maintain contact with relevant persons in the parliament and judiciary as key arms of government (including those working on anti-corruption, elections, transparency, accountability, etc) whose work is relevant to the GWG agenda.

3. Analytical and technical support • Support strategic planning and evidence-informed analysis to the GWG and its subgroups; • Keep informed and abreast of the full range of governance, rule-of-law, public administration,

natural resources management, land issues, the budget process, human rights, domestic accountability and corruption-related issues and other relevant governance topics and activities in Tanzania;

• Prepare briefs, summaries, analytical notes and presentations on governance and related matters;

• Facilitate and catalyze multi-disciplinary thinking, analyses and approaches to the resolution of identified governance, democratic development, rule-of-law, and public administration issues;

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• As appropriate, identify and suggest areas for further analysis to be commissioned by the GWG;

• Lead and update the mapping of current and future donor activities across Tanzania.

4. Administrative support to GWG & Co-Chairs • Manage communication and information flows for GWG (including management of a current

email list for all members); • Contribute to the setting of GWG priorities and workplans, draft GWG meeting agendas,

briefs and inputs for the Co-Chairs; • Ensure that detailed minutes and notes are taken during all meetings and distributed within an

appropriate time frame (normally no more than one week after the event); • Manage the GWG archive; • Compile and present high-level GWG briefings bi-annually (e.g. brief on developments in the

GWG sectors post winter and summer holiday periods); • Disseminate relevant documents and information to the GWG as needed; • Manage any additional consultants or staff that may be engaged by or assigned to the

Secretariat to help carry out any of the duties listed above; • Provide briefings on purpose, background, and structure for new members of the GWG.

Tasks and responsibilities related to the bilateral USAID/POPSMGG (and/or other GoT entity) relationship:

The Secretary will also be responsible for areas of work under the specific guidance of USAID related to the:

1. Support engagement with the Government of Tanzania The Secretary will be responsible for supporting USAID’s Democracy, Rights and Governance Office to liaise and engage with the GoT pertaining to good collaboration and coordination with the POPSMGG (and/or other relevant GoT entities).

The Secretary will: • Provide insight and advice to USAID related to the pursuit of the objectives and principles

which will be codified in a memorandum of understanding with the GoT (to be drafted and approved) surrounding the bilateral development partnership and strategies for effective communication and engagement with key government counterparts (this will likely involve participating in the drafting and establishment of terms of reference to guide this relationship);

• Identify (and build and maintain) potential contacts within and beyond the GoT with whom to maintain close contact based on their relevance to the bilateral agenda;

• Develop and maintain contact with relevant persons in the parliament and judiciary as key arms of government (including those working on anti-corruption, elections, transparency, accountability, etc.) whose work is relevant to the bilateral agenda, and may be invited to participate in meetings on occasion.

2. Analytical and technical support • Support strategic planning and evidence-informed analysis for the bilateral agenda; • Keep informed and abreast of the full range of governance, rule-of-law, elections, public

administration, land issues, the budget process, human rights, domestic accountability and corruption-related issues and other relevant governance topics and activities in Tanzania;

• Prepare briefs, summaries, analytical notes and presentations on governance and related matters;

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• Facilitate and catalyze multi-disciplinary thinking, analyses and approaches to the resolution of identified governance, democratic development, rule-of-law, and public administration issues;

• As appropriate, identify and suggest areas for further analysis.

3. Administrative support to USAID and GoT • Contribute to the setting of bilateral meeting agendas, and briefs and inputs for USAID; • Ensure that detailed minutes and notes are taken during all meetings and distributed within an

appropriate time frame (normally no more than one week after the event); • Draft, clear, and disseminate bi-annual (every six months) reports related to bilateral meetings,

activities, agreements and accomplishments; • Disseminate relevant documents and information as needed;

CONSULTANT REQUIREMENT The Secretary will have general knowledge and perspective on trends of governance, political economy, democratic development, the rule-of-law, public administration and anti-corruption, internationally as well as in Tanzania in particular. The Secretary will have specific knowledge of (i) the Development Cooperation Framework, (ii) Tanzania’s plans and priories as articulated in: the Development Vision 2025 and Zanzibar Vision 2020; the Five Year Development Plan-II (2016/17-2020/21); Tanzania’s National Framework for Good Governance, and its component programmes; and others, (iii) DPs’ governance-related development assistance programmes, (iv) the modus operandi of GoT and of Development Partners in Tanzania, and (v) experience and understanding of current trends and modalities of development administration.

The Secretary should have an academic background that relates to the areas of knowledge and understanding set out above; the ability and experience to work and communicate with senior representatives of the three branches of Government, the DPG, civil society and the private sector; an experiential background that enables him/her to understand and identify with governance matters as well as the administrative and bureaucratic systems of government, politicians, DPs, civil society and the private sector. In addition to having the personal ability to work comfortably and effectively with the full range of stakeholders listed, the Secretary must have exceptional oral and writing communication skills, and the organisational and management acumen to help the Co-Chairs lead, monitor and deliver results from the GWG, the bilateral USAID/GoT relationship, and others. The Secretary must have extensive networks across donor agencies, civil society, and the GoT.

The Secretary should be highly organised with experience of managing complex arrangements within the Donor architecture in Tanzania. The Secretary must be able to function well, both orally and in writing, in English. An ability to read, understand and communicate well orally in Kiswahili is critical.

This position is for a year-long consultancy, not a full-time position with USAID. The Secretary will not be provided an office or workspace.

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Qualifications required for this purchase order: Master’s Degree from a recognized University in a related field (e.g.: Law, Development

Studies, Public Administration, Public Policy, Human Rights, etc.). Ten years of relevant, senior work experience will be an acceptable substitute for a post-

graduate degree. Understanding of the Political Economy of development and the Tanzanian Aid context. Understanding of Governance issues, including for example, rule of law and access to justice,

anti-corruption, public service delivery, local government, domestic accountability, natural resources management, human rights, etc.

Experience in monitoring and evaluation frameworks and/or results based management. Strong capacity and demonstrated skills in the analysis and use of information, working with

others and planning and delivery of work. Work experience in Tanzania. Effective written and verbal skills in English. Work experience with GoT, bilateral and multilateral institutions would be an asset. Knowledge of Kiswahili is required.

VII. DELIVERABLES AND PRODUCTS

The consultant will provide the following English-language deliverables to USAID/Tanzania in both hard and electronic formats where applicable.

a) Quarterly work plans to be submitted at the beginning of every quarter. b) 12 Monthly Reports highlighting work that is accomplished as per the agreed in the Work

plans and Scope of Work. The monthly reports will form the basis for payment, after USAID is satisfied that the work accomplished is as per the agreed work plan and is within the Scope of Work.

c) Weekly high-level bullets to highlight accomplishments, progress made, and decisions relevant to the GWG.

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Attachment Two

Contract Clauses

FAR 52.252-2 Clauses Incorporated by Reference (FEB1998) the following clauses and provisions are incorporated by reference with the same force and effect as if they were given in full text. Upon request, the contracting officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.arnet.gov/far http://www.usaid.gov

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

NOTICE LISTING CLAUSES INCORPORATED BY REFERENCE

The following clauses are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" contained in this document. FAR 52.252-2 contains the internet address for electronic access to the full text of a clause.

NUMBER TITLE DATE

52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION APR 1985 52-203-3 GRATUITIES APR 1984 52.207-1 NOTICE OF STANDARD COMPETITION MAY 2006 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS – NOV 2017

COMMERCIAL ITEMS 52.212-4 CONTRACT TERMS AND CONDITIONS JUN 2017 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED JAN 2018

TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS COMMERCIAL ITEMS.

52.213-4 TERMS AND CONDITIONS –SIMPLIFIED ACQUISITION JAN 2018 52.215-20 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA OCT 2010

AND DATA OTHER THAN CERTIFIED COST OR PRICING DATA

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES FEB 1997 52.222-6 DRUG FREE WORKPLACE MAY 2014 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRE MAY 2014 52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACTS FEB 2014

FOR CERTAIN SERVICES – REQUIREMENTS 52.223-6 DRUG FREE WORKPLACE MAY 2001 52.232-23 ASSIGNMENT OF CLAIMS MAY 2014 52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM OCT 2004 52.237-1 SITE VISIT APR 1984 52.237-2 PROTECTION OF GOVERNMENT BUILDING, EQUIPMENT AND APR 1984

VEGETATION

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Attachment 2

A.I.D. ACQUISITION REGULATION (48 CFR CHAPTER 7) CLAUSES

The following clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date). The internet address to view the full text of the AIDAR is http://www.usaid.gov/ads/300/aidar.pdf

NUMBER TITLE DATE

752.202-1 USAID DEFINITIONS CLAUSE – GENERAL SUPPLEMENT FOR USE JAN 1990 IN ALL USAID CONTRACT

752.209-71 ORGANIZATGION CONFLICT OF INTEREST DISCOVERED JUN 1993 AFTER AWARD

752.211-70 LANGUAGE AND MEASUREMENT JUN 1992 752.225-70 SOURCE AND NATIONALITY REQUIREMENTS FEB 2012 752.227-14 RIGHTS IN DATA – GENERAL OCT 2007 752.228-70 MEDICAL EVACUATION (MEDVAC) SERVICES JUL 2007 752.7002 TRAVEL AND TRANSPORTATION JAN 1990 752.7008 USE OF GOVERNMENT FACILITIES OR PERSONNEL APR 1984 752.7009 MARKING JAN 1993 752.7010 CONVERSION OF U.S DOLLARS TO LOCAL CURRENCY APR 1984 752.7013 CONTRACTOR-MISSION RELATIONSHIP OCT 1989 752.7025 APPROVALS APR 1984 752.7027 PERSONNEL DEC 1990 752.7032 INTERNATIONAL TRAVEL APPROVAL AND APR 2014

NOTIFICATION REQUIREMENTS 752.7033 PHYSICAL FITNESS JULY1997

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) FULL TEXT CLAUSES

52.212-4 Contract Terms and Conditions—Commercial Items. As prescribed in 12.301(b)(3), insert the following clause:

CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS (JAN 2017)

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

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

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Attachment 2

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

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

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

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

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

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

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include --

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.

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

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

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

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

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

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

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

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

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

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Attachment 2

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply

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Attachment 2

with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience. (n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) 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 inaccurate 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.

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Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual 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 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 of the FAR;

(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 perform 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 FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’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 Use License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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https://www.acquisition.gov/

Attachment 2

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

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

(End of Clause)

Contract Terms and Conditions Required To Implement Statutes or Executive Orders— Commercial Items (Jan 2018)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015)

(3) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(4) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77, 108-78 (19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the contracting officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub L. 111-5) (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009).

___ (4) 52.204-10, Reporting Executive compensation and First-Tier Subcontract Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

___ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

___ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Oct 2015) (31 U.S.C. 6101 note).

___ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Jul 2013) (41 U.S.C. 2313).

___ (10) [Reserved]

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___ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C. 657a).

___ (ii) Alternate I (Nov 2011) of 52.219-3.

___ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer)(15 U.S.C. 657a).

___ (ii) Alternate I (Jan 2011) of 52.219-4.

___ (13) [Reserved]

___ (14) (i) 52.219-6, Notice of Total Small Business Aside (Nov 2011) (15 U.S.C. 644).

___ (ii) Alternate I (Nov 2011).

___ (iii) Alternate II (Nov 2011).

___ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

___ (ii) Alternate I (Oct 1995) of 52.219-7.

___ (iii) Alternate II (Mar 2004) of 52.219-7.

___ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

___ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jan 2017) (15 U.S.C. 637 (d)(4)).

___ (ii) Alternate I (Nov 2016) of 52.219-9.

___ (iii) Alternate II (Nov 2016) of 52.219-9.

___ (iv) Alternate III (Nov 2016) of 52.219-9.

___ (v) Alternate IV (Nov 2016) of 52.219-9.

___ (18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

___ (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C. 637(a)(14)).

___ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

___ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Nov 2011) (15 U.S.C. 657f).

___ (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

___ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

___ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (Dec 2015) (15 U.S.C. 637(m)).

___ (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

___ (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126).

___ (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

___ (28) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

___ (29) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

___ (30) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

___ (31) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

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___ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

___ (33) (i) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

___ (ii) Alternate I (Mar 2015) of 52.222-50, (22 U.S.C. chapter 78 and E.O. 13627).

___ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

___ (35) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (ii) Alternate I (May 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

___ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O.13693).

___ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

___ (38) (i) 52.223-13, Acquisition of EPEAT® -Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514

___ (ii) Alternate I (Oct 2015) of 52.223-13.

___ (39) (i) 52.223-14, Acquisition of EPEAT® -Registered Television (Jun 2014) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-14.

___ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

___ (41) (i) 52.223-16, Acquisition of EPEAT® -Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

___ (ii) Alternate I (Jun 2014) of 52.223-16.

___ (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging while Driving (Aug 2011) (E.O. 13513).

___ (43) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

___ (44) 52.223-21, Foams (Jun 2016) (E.O. 13696).

___ (45) (i) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

___ (ii) Alternate I (Jan 2017) of 52.224-3.

___ (46) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

___ (47) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (May 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43).

___ (ii) Alternate I (May 2014) of 52.225-3.

___ (iii) Alternate II (May 2014) of 52.225-3.

___ (iv) Alternate III (May 2014) of 52.225-3.

___ (48) 52.225-5, Trade Agreements (Oct 2016) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

___ (49) 52.225-13, Restrictions on Certain Foreign Purchases (Jun 2008) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

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___ (50) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

___ (51) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

___ (52) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

___ (53) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 4505), 10 U.S.C. 2307(f)).

___ (54) 52.232-30, Installment Payments for Commercial Items (Jan 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

___ (55) 52.232-33, Payment by Electronic Funds Transfer— System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (56) 52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management (Jul 2013) (31 U.S.C. 3332).

___ (57) 52.232-36, Payment by Third Party (May 2014) (31 U.S.C. 3332).

___ (58) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

___ (59) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) (15 U.S.C. 637(d)(12)).

___ (60) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631).

___ (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.]

___ (1) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495)

___ (2) 52.222-41, Service Contract Labor Standards (May 2014) (41 U.S.C. chapter 67.).

___ (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (Multiple Year and Option Contracts) (May 2014) (29 U.S.C.206 and 41 U.S.C. chapter 67).

___ (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards -- Price Adjustment (May 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

___ (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67).

___ (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67).

___ (8) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015) (E.O. 13658).

___ (9) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

___ (10) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792).

___ (11) 52.237-11, Accepting and Dispensing of $1 Coin (Sep 2008) (31 U.S.C. 5112(p)(1)).

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(d) Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records -- Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)

(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c) and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause—

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(iii) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(iv) 52.222-17, Nondisplacement of Qualified Workers (May 2014) (E.O. 13495). Flow down required in accordance with paragraph (1) of FAR clause 52.222-17.

(v) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(vi) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).

(vii) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212).

(viii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(ix) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

(x) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.

(xi) 52.222-41, Service Contract Labor Standards (May 2014), (41 U.S.C. chapter 67).

(xii) (A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O. 13627).

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(xiii) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67.)

(xiv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (May 2014) (41 U.S.C. chapter 67)

(xv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).

(xvi) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec 2015).

(xvii) 52.222-62, Paid sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

(xviii) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).

(B) Alternate I (Jan 2017) of 52.224-3.

(xix) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xx) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of FAR clause 52.226-6.

(xxi) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the Contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(End of Clause)

SUBPART 12.4 -- UNIQUE REQUIREMENTS REGARDING TERMS AND CONDITIONS FOR COMMERCIAL ITEMS

12.401 -- GENERAL.

This subpart provides --

(a) Guidance regarding tailoring of the paragraphs in the clause at 52.212-4, Contract Terms and Conditions --Commercial Items, when the paragraphs do not reflect the customary practice for a particular market; and

(b) Guidance on the administration of contracts for commercial items in those areas where the terms and conditions in 52.212-4 differ substantially from those contained elsewhere in the FAR.

12.402 -- ACCEPTANCE.

(a) The acceptance paragraph in 52.212-4 is based upon the assumption that the Government will rely on the contractor’s assurances that the commercial item tendered for acceptance conforms to the contract requirements. The Government inspection of commercial items will not prejudice its other rights under the acceptance paragraph. Additionally, although the paragraph does not address the issue of rejection, the Government always has the right to refuse acceptance of nonconforming items. This paragraph is generally appropriate when the Government is acquiring noncomplex commercial items.

(b) Other acceptance procedures may be more appropriate for the acquisition of complex commercial items or commercial items used in critical applications. In such cases, the contracting officer shall include alternative inspection procedure(s) in an addendum and ensure these procedures and the post award remedies adequately protect the interests of the Government. The contracting officer must carefully examine the terms and

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http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1771_248256http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1771_248256http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1771_248256

Attachment 2

conditions of any express warranty with regard to the effect it may have on the Government’s available post award remedies (see 12.404).

(c) The acquisition of commercial items under other circumstances such as on an “as is” basis may also require acceptance procedures different from those contained in 52.212-4. The contracting officer should consider the effect the specific circumstances will have on the acceptance paragraph as well as other paragraphs of the clause.

12.403 -- TERMINATION.

(a) General. The clause at 52.212-4 permits the Government to terminate a contract for commercial items either for the convenience of the Government or for cause. However, the paragraphs in 52.212-4 entitled “Termination for the Government’s Convenience” and “Termination for Cause” contain concepts which differ from those contained in the termination clauses prescribed in Part 49. Consequently, the requirements of Part 49 do not apply when terminating contracts for commercial items and contracting officers shall follow the procedures in this section. Contracting officers may continue to use Part 49 as guidance to the extent that Part 49 does not conflict with this section and the language of the termination paragraphs in 52.212-4.

(b) Policy. The contracting officer should exercise the Government’s right to terminate a contract for commercial items either for convenience or for cause only when such a termination would be in the best interests of the Government. The contracting officer should consult with counsel prior to terminating for cause.

(c) Termination for cause.

(1) The paragraph in 52.212-4 entitled “Excusable Delay” requires contractors notify the contracting officer as soon as possible after commencement of any excusable delay. In most situations, this requirement should eliminate the need for a show cause notice prior to terminating a contract. The contracting officer shall send a cure notice prior to terminating a contract for a reason other than late delivery.

(2) The Government’s rights after a termination for cause shall include all the remedies available to any buyer in the marketplace. The Government’s preferred remedy will be to acquire similar items from another contractor and to charge the defaulted contractor with any excess re-procurement costs together with any incidental or consequential damages incurred because of the termination.

(3) When a termination for cause is appropriate, the contracting officer shall send the contractor a written notification regarding the termination. At a minimum, this notification shall --

(i) Indicate the contract is terminated for cause;

(ii) Specify the reasons for the termination;

(iii) Indicate which remedies the Government intends to seek or provide a date by which the Government will inform the contractor of the remedy; and

(iv) State that the notice constitutes a final decision of the contracting officer and that the contractor has the right to appeal under the Disputes clause (see 33.211).

(4) The contracting officer, in accordance with agency procedures, shall ensure that information related to termination for cause notices and any amendments are reported. In the event the termination for cause is subsequently converted to a termination for convenience, or is otherwise withdrawn, the contracting officer shall ensure that a notice of the conversion or withdrawal is reported. All reporting shall be in accordance with 42.1503(f).

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file://FSPIH_NT/regs$/Working/far_doc/FAR12.DOC#b12404http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1771_248256http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1771_248256http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1771_248256http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1771_248256http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1771_248256http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/33.htm#P184_40084http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/42.htm#P776_112355

Attachment 2

(d) Termination for the Government’s convenience.

(1) When the contracting officer terminates a contract for commercial items for the Government’s convenience, the contractor shall be paid --

(i) (A) The percentage of the contract price reflecting the percentage of the work performed prior to the notice of the termination for fixed-price or fixed-price with economic price adjustment contracts, or

(B) An amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rates(s) in the Schedule; and

(ii) Any charges the contractor can demonstrate directly resulted from the termination. The contractor may demonstrate such charges using its standard record keeping system and is not required to comply with the cost accounting standards or the contract cost principles in Part 31. The Government does not have any right to audit the contractor’s records solely because of the termination for convenience.

(2) Generally, the parties should mutually agree upon the requirements of the termination proposal. The parties must balance the Government’s need to obtain sufficient documentation to support payment to the contractor against the goal of having a simple and expeditious settlement.

12.404 -- WARRANTIES.

(a) Implied warranties. The Government’s post award rights contained in 52.212-4 are the implied warranty of merchantability, the implied warranty of fitness for particular purpose and the remedies contained in the acceptance paragraph.

(1) The implied warranty of merchantability provides that an item is reasonably fit for the ordinary purposes for which such items are used. The items must be of at least average, fair or medium-grade quality and must be comparable in quality to those that will pass without objection in the trade or market for items of the same description.

(2) The implied warranty of fitness for a particular purpose provides that an item is fit for use for the particular purpose for which the Government will use the items. The Government can rely upon an implied warranty of fitness for particular purpose when--

(i) The seller knows the particular purpose for which the Government intends to use the item; and

(ii) The Government relied upon the contractor’s skill and judgment that the item would be appropriate for that particular purpose.

(3) Contracting officers should consult with legal counsel prior to asserting any claim for a breach of an implied warranty.

(b) Express warranties. The Federal Acquisition Streamlining Act of 1994 (41 U.S.C. 264 note) requires contracting officers to take advantage of commercial warranties. To the maximum extent practicable, solicitations for commercial items shall require offerors to offer the Government at least the same warranty terms, including offers of extended warranties, offered to the general public in customary commercial practice. Solicitations may specify minimum warranty terms, such as minimum duration, appropriate for the Government’s intended use of the item.

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http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1771_248256

Attachment 2

(1) Any express warranty the Government intends to rely upon must meet the needs of the Government. The contracting officer should analyze any commercial warranty to determine if --

(i) The warranty is adequate to protect the needs of the Government, e.g., items covered by the warranty and length of warranty;

(ii) The terms allow the Government effective post award administration of the warranty to include the identification of warranted items, procedures for the return of warranted items to the contractor for repair or replacement, and collection of product performance information; and

(iii) The warranty is cost-effective.

(2) In some markets, it may be customary commercial practice for contractors to exclude or limit the implied warranties contained in 52.212-4 in the provisions of an express warranty. In such cases, the contracting officer shall ensure that the express warranty provides for the repair or replacement of defective items discovered within a reasonable period of time after acceptance.

(3) Express warranties shall be included in the contract by addendum (see 12.302).

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http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1771_248256file://FSPIH_NT/regs$/Working/far_doc/FAR12.DOC#b12302

ATTACHMENT 3

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

Selection Factors All candidates must meet the qualification criteria on the statement of work (Pages 4,5)

• Applicant is a Tanzanian Citizen; • Submission of a current resume(no longer than four pages in length) with complete contact

information; • Supplemental document specifically addressing the Quality Ranking Factors (QRFs); • Satisfactory verification of academic credentials; • Must not appear as an excluded party in the System for Award Management (SAM.gov).

Applicants not meeting minimum qualifications will not be evaluated further.

QUALITY RANKING FACTORS (QRFs)

Applicants who meet the Education/Experience requirements and Selection Factors will be further evaluated based on the Quality Ranking Factors (QRFs) listed below. In 500 words or less, the applicant will address each factor on a separate sheet describing specifically and accurately the experience, training, and/or education they have that is relevant to each factor. Please provide a word count after each response. Applicants must be sure to include their name and the announcement number at the top of each additional page.

• General knowledge and perspective on trends of governance, political economy, democratic development, the rule-of-law, public administration and anti-corruption, internationally as well as in Tanzania in particular (30 points: with 20 related to content; and 10 related to clarity, organization, presentation, and fluency of the information).

• Experience working with and communicating with senior representatives of the three branches of Government, the Development Partners Group, civil society and the private sector; an experiential background that enables him/her to understand and identify with governance matters as well as the administrative and bureaucratic systems of government, politicians, DPs, civil society and the private sector (30 points: with 20 related to content; and 10 related to clarity, organization, presentation, and fluency of the information ).

• Bulleted list of experience or expertise in the following (15 points: with 10 related to content; and 5 related to clarity, organization, presentation, and fluency of the information):

o Attention to detail o Ability to plan and conduct analysis o Ability to work comfortably and effectively with a range of stakeholders o Skill in establishing and maintaining effective relationships with a variety of groups and

individuals (including those with different opinions).

Total Possible QRF Points: 75 Total Possible Interview Points: 25 Satisfactory Professional Reference Checks: Pass/Fail

1. Interested Offerors should submit the proposal electronically - internet email with attachments (2 MB limit) compatible with MS WORD, MSExcel, in a MS Windows environment. Please refer your quotations to Ola Al Ghazawi via email at oal-ghazawi@usaid.gov by the given submission deadline indicated on the cover page of this solicitation.

2. This acquisition will utilize Lowest Price Technically Acceptable (LPTA) source selection procedures in accordance with FAR 15.101-2. This is a competitive LPTA best value source selection in which technical acceptability is considered the most important factor. By submission of its offer, the Offeror accepts all solicitation requirements, including terms and conditions, representations and certifications, and technical requirements. All technically acceptable offerors, with satisfactory past performance, shall be treated equally except for their prices -the price shall be in Tanzania shillings-. Failure to meet a requirement may result in an offer being determined technically unacceptable. Offerors must clearly identify any exception to the solicitation and conditions and provide complete accompanying rationale.

The Government intends to select ONE contractor for award of this effort.

BASIS OF RATING:

Applicants who meet the Education/Experience requirements and Selection Factors will be further evaluated based on scoring of the RFQ responses. Those applicants determined to be competitively ranked will be evaluated on interview performance and satisfactory professional reference checks. Failure to address the selection factors and/or QRFs may result in not receiving credit for all pertinent experience, education, and/or training.

The most qualified candidates will be interviewed and may be required to provide a writing sample. Professional references and academic credentials may be evaluated for applicants being considered for selection. USAID will not pay for any expenses associated with the interviews.

Rejection of Unrealistic Offers:

The Government may reject any quote that is evaluated to be unrealistic in terms of program commitments, including contract terms and conditions, or unrealistically high or low in cost/price, or are unbalanced, such that the quote is deemed to reflect an inherent lack of competence or failure to comprehend the technical requirements. Budget:

For Price quotation please fill below table:

Description Unit Quantity Amount/Unit Total Labor* Days 156

Travel and Other Total

*Assumption is 3 days/week for 13 days per month (maximum)

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mailto:oal-ghazawi@usaid.gov

Page 3 of 3

Quick Start Guide for International Registrants Helpful Information SAM an official free, U.S. government-operated website – it is FREE to register and maintain your entity registration record in SAM. It is FREE to get help.

What is an Entity? In SAM, your company, business, or organization is referred to as an “Entity.” You register your entity to do business with the U.S. government by completing the registration process in SAM.

What do I need to get started? 1. DUNS Number: You need a Data Uni-

versal Numbering System (DUNS) Number to register your entity in SAM. DUNS Numbers are unique for each physical location you want to register.

2. NATO Commercial and Government Entity (NCAGE) Code: International entities must obtain an NCAGE Code for each DUNS Number they plan to register in SAM before starting the registration process.

3. You must prepare, sign, and submit a letter designating your Entity Administrator to the Federal Service Desk within 30 days of activation.

How do I get a DUNS number? If you do not have one, you can request a DUNS Number for free to do business with the U.S. government by visiting Dun & Bradstreet (D&B) at http://fedgov.dnb.com/webform It takes up to 5 business days to obtain an international DUNS number.

How do I get an NCAGE code? To obtain an NCAGE Code, visit: https://eportal.nspa.nato.int/AC135Publi c/scage/CageList.aspx. Make sure the legal business name and physical address you provided to get your DUNS Number and your NCAGE Code are exactly the same. It takes up to 3 business days to obtain a NCAGE code.

What about a U.S. Taxpayer Identification Number (TIN)? You only need a TIN if your entity pays U.S. taxes. If you are an international entity that does not pay taxes in the U.S., do not enter a number in the TIN field during registration.

Steps for Registering 1. Get your DUNS Number and NCAGE Code assigned. Confirm the legal business name and physical address match in both records, then start the SAM registration process.

2. Type www.sam.gov in your Internet browser address bar. 3. Select Log In to complete authentication and create an account. 4. On the My SAM page, select Entity Registrations from the sub-navigation menu, then select Register New Entity.

5. Select your type of Entity, most likely Business or Organization. 6. Tell the system why you are registering in SAM. This determines what information you have to provide. • Are you interested in bidding on Federal contracts? If so, select “I want

to be able to bid on federal contracts or other procurement opportunities. I also want to be able to . . .”

• Are you just interested in becoming eligible to apply for grants or other Federal financial assistance? If so, select “I only want to apply for federal assistance opportunities like grants, loans, and other financial assistance programs.”

7. Complete your registration. Required fields are marked with a red asterisk (*). A few helpful hints:

• On the Business Information page, you will create a Marketing Partner Identification Number (MPIN). Write your MPIN down. It is used as a password in other government systems like Grants.gov.

o If you do not pay U.S. taxes, do not enter a TIN or select a TIN type. Leave those fields blank.

• On the NCAGE Code page, enter your NCAGE Code. Remember your legal business name and physical address for your DUNS Number and NCAGE Code must match.

• On the General Information page, only select Foreign Owned if your entity is owned or controlled by a foreign entity. If you are also a Manufacturer of Goods, select that first, then select Foreign Owned.

• On the Financial Information page, you do not need to provide Electronic Funds Transfer (EFT) banking information. If you do choose to provide this electronic banking information, it must be for a U.S. bank: SAM cannot accept foreign banking information. The remittance name and address are the only mandatory sections on this page.

• In the Points of Contact section, list the names of people in your organization who know about this registration in SAM and why you want to do business with the U.S. government. These are called Points of Contact or POCs. The Government Business POC is the primary contact for your organization.

8. Select Submit after your final review. You will get a confirmation message on the screen. If you do not see this message, you did not submit your registration.

• Once approved by the IRS (if you entered a TIN), the U.S. Commercial and Government Entity (CAGE) system, and with an approved Entity Administrator letter on file, you will get an email from SAM.gov when your entity registration is active.

9. Start this process well before your contract or grant application deadline. Allow up to 12-15 business days after you submit before your registration is active in SAM, then an additional 24 hours for other systems such as Grants.gov to recognize your information.

For FREE help with your SAM entity registration, contact the Federal Service Desk (FSD) at https://www.fsd.gov/

http://fedgov.dnb.com/webformhttps://eportal.nspa.nato.int/AC135Public/scage/CageList.aspxhttps://eportal.nspa.nato.int/AC135Public/scage/CageList.aspxhttp://fedgov.dnb.com/webform/index.jsphttps://eportal.nspa.nato.int/AC135Public/scage/CageList.aspxhttp://www.sam.gov/https://www.fsd.gov/http:Grants.govhttp:Grants.gov

72062119Q00001 (1)tz-12-19-2018Attachment 1 SOWAttachment 2 Contract Clauses (1)FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSESA.I.D. ACQUISITION REGULATION (48 CFR CHAPTER 7) CLAUSESFEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) FULL TEXT CLAUSESSUBPART 12.4 -- UNIQUE REQUIREMENTS REGARDING TERMS AND CONDITIONS FOR COMMERCIAL ITEMS

Attcachment 3 Instructions and conditionsQUALITY RANKING FACTORS (QRFs)Applicants who meet the Education/Experience requirements and Selection Factors will be further evaluated based on the Quality Ranking Factors (QRFs) listed below. In 500 words or less, the applicant will address each factor on a separate sheet descri... General knowledge and perspective on trends of governance, political economy, democratic development, the rule-of-law, public administration and anti-corruption, internationally as well as in Tanzania in particular (30 points: with 20 related to con... Experience working with and communicating with senior representatives of the three branches of Government, the Development Partners Group, civil society and the private sector; an experiential background that enables him/her to understand and identi... Bulleted list of experience or expertise in the following (15 points: with 10 related to content; and 5 related to clarity, organization, presentation, and fluency of the information):o Attention to detailo Ability to plan and conduct analysiso Ability to work comfortably and effectively with a range of stakeholderso Skill in establishing and maintaining effective relationships with a variety of groups and individuals (including those with different opinions).Total Possible QRF Points: 75Total Possible Interview Points: 25Satisfactory Professional Reference Checks: Pass/Fail

Quick_Guide_for_International_Entity_Registration