USAID Iraq contract document: RTISec I

EDG-C-00-03-00010-00 SL :TONI PART II - CONTRACT CLAUSES SECTION I - CONTRACT CLAUSES I.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title, and Date) in accordance with the clause at FAR "52.252-2 CLAUSES INCORPORATED BY REFERENCE" in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause. TITLE NUMBER DATE FEDERAL ACQUISITION REGULATION (48 CFR Chapter 1) DEFINITIONS MAR 2001 52.202-1 GRATUTTIES 52.203-3 APR 1984 APR 1984 COVENANT AGAINST CONTINGENT FEES 52.203-5 JUL 1995 RESTRICTIONS ON SUBCONTRACTOR SALES TO 52.203-6 THE GOVERNMENT ANTI-KICKBACK PROCEDURES JUL 1995 52203-7 52.203-8 JAN 1997 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR JAN 1997 52.203-10 IMPROPER ACTIVITY LIMITATION ON PAYMENTS TO INFLUENCE JUN 1997 52.203-12 CERTAIN FEDERAL TRANSACTIONS SECURITY REQUIREMENTS 52.204-2 AUG 1996 PRINTED OR COPIED DOUBLE-SIDED 52.204-4 AUG 2000 ON RECYCLED PAPER PROTECTING THE GOVERNMENT'S INTEREST 52.209-6 JUL 1995. WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT AUDIT AND RECORDS--NEGOTIATION JUN 1999 52.215-2 ORDER OF PRECEDENCE-UNIFORM CONTRACT : OCT 1997 52.215-8 FORMAT PRICE REDUCTION FOR DEFECTIVE COST OR OCT 1997 52.215-10 PRICING DATA SUBCONTRACTOR COST OR PRICING DATA OCT 1997 52.215-12 INTEGRITY OF UNIT PRICES OCT 1997 52.215-14 PENSION ADJUSTMENTS AND ASSET REVERSIONS DEC 1998 52.215-15 (DEC 1998) REVERSION OR ADJUSTMENT OF PLANS FOR 52.215-18 OCT 1997 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (PRB) NOTIFICATION OF OWNERSHIP CHANGES 52 215-19 OCT 1997 52216-7 ALLOWABLE COST AND PAYMENT MAR 2000 FIXED-FEE MAR 1997 52216-8 CANCELLATION UNDER MULTTYEAR CONTRACTS OCT 1997 52.217-2 OPTION TO EXTEND SERVICES 52-217-8 NOV 1999 52217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT - MAR 2000 I-1 EDG-C-00-03-00010-00 SE IONI 52 219-4 NOTICE OF PRICE EVALUATION PREFERENCE JAN 1999 FOR HUBZONE SMALL BUSINESS CONCERNS (JAN 1999) 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS OCT 2000 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN OCT 2000 ALTERNATE II (OCT 2000) LIQUIDATED DAMAGES-SMALL BUSINESS 52.219-16 JAN 1999 SUBCONTRACTING PLAN 52.219-25 SMALL DISADVANTAGED BUSINESS OCT 1999 PARTICIPATION PROGRAM--DISADVANTAGED STATUS AND REPORTING CONVICT LABOR AUG 1996 52.222-3 PROHIBITION OF SEGREGATED FACILITIES 52.222-21 FEB 1999 EQUAL OPPORTUNITY 52.222-26 APR 2002 NOTIFICATION OF VISA DENIAL 52. 222-29 FEB 1999 DRUG-FREE WORKPLACE MAR 2001 52.223-6 JUL 2000 RESTRICTIONS ON CERTAIN FOREIGN 52.225-13 PURCHASES NOTICE AND ASSISTANCE REGARDING PATENT AUG 1996 52.227-2 AND COPYRIGHT INFRINGEMENT RIGHTS IN DATA--GENERAL 52.227-14 JUN 1987 52.228-7 INSURANCE--LIABILITY TO THIRD PERSONS MAR 1996 COST ACCOUNTING STANDARDS APR 1998 52.230-2 APR 1996 52 230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS INTEREST JUN 1996 52.232-17 LIMITATION OF FUNDS 52.232-22 APR 1984 ASSIGNMENT OF CLAIMS JAN 1986 52.232-23 DISPUTES 52.233-1 DEC 1998 52.233-3 PROTEST AFTER AWARD AUG 1996 ALTERNATE I (JUN 1985) NOTICE OF INTENT TO DISALLOW COSTS 52.242-1 APR 1984 PENALTIES FOR UNALLOWABLE COSTS 52.242-3 MAR 2001 CERTIFICATION OF FINAL INDIRECT COSTS JAN 1997 52.242-4 BANKRUPTCY $2.242-13 JUL 1995 CHANGES--COST REIMBURSEMENT 52.243-2 AUG 1987 ALTERNATE I (APR 1984) SUBCONTRACTS 52.244-2 AUG 1998 ALTERNATE II (AUG 1998) DEC 1996 COMPETITION IN SUBCONTRACTING 52.244-5 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS AND MAR 2001 COMMERCIAL COMPONENTS LIMITATION OF LIABILITY $2.246-23 FEB 1997 52.246-25 LIMITATION OF LIABILITY--SERVICES FEB 1997 52.249-6 TERMINATION (COST-REIMBURSEMENT) SEP 1996 EXCUSABLE DELAYS 52.249-14 APR 1984 COMPUTER GENERATED FORMS JAN 1991 52.253-1 DEFINITIONS 752.202-1 LANGUAGE AND MEASUREMENT 752.211-70 JUN 1992 752.226-2 SUBCONTRACTING WITH DISADVANTAGED APR 1997 ENTERPRISE 752.226-3 LIMITATIONS ON SUBCONTRACTING JUN 1993 752228-7 INSURANCE-LIABILITY TO THIRD PERSONS I-2 S1 EDG-C-00-03-00010-00 "ION I MEDICAL EVACUATION (MEDVAC) SERVICES 752.228-70 MAR 1993 752.242-70 PERIODIC PROGRESS REPORTS JUL 1998 BIOGRAPHICAL DATA 752.7001 JUL 1997 TRAVEL AND TRANSPORTATION 752.7002 JAN 1990 NOTICES 752.7006 APR 1984 PERSONNEL COMPENSATION 752.7007 JUL 1996 USE OF GOVERNMENT FACILITIES OR 752.7008 APR 1984 PERSONNEL 752.7010 CONVERSION OF U.S. DOLLARS TO LOCAL APR 1984 CURRENCY ORIENTATION AND LANGUAGE TRAINING 752.7011 APR 1984 CONTRACTOR-MISSION RELATIONSHIPS OCT 1989 752.7013 JAN 1990 752.7014 NOTICE OF CHANGES IN TRAVEL REGULATIONS USE OF POUCH FACILITIES 752.7015 JUL 1997 HEALTH AND ACCIDENT COVERAGE FOR 752.7018 JAN 1999 USAD PARTICIPANT TRAINEES JAN 1999 PARTICIPANT TRAINING 752.7019 REQUIRED VISA FORM FOR USAID APR 1984 752.7023 PARTICIPANTS APR 1984 APPROVALS 752.7025 DIFFERENTIALS AND ALLOWANCES 752.7028 JUL 1996 JUL 1993 POST PRIVILEGES 752.7029 PHYSICAL FITNESS 752.7033 JUL. 1997 I.2 52.204-1 APPROVAL OF CONTRACT (DEC 1989) This contract is subject to the written approval of the Contracting Officer and shall not be binding until so approved. 1.3 52.219-23 NOTICE OF PRICE EVALUATION ADJUSTMENT FOR SMALL DISADVANTAGED BUSINESS CONCERNS (MAR 2001) (a) Definitions. As used in this clause-- Small disadvantaged business concern means an offeror that represents, as part of its offer, that it is a mall business under the size standard applicable to this acquisition; and either- (1) It has received certification by the Small Business Admnstration as a small disadvantaged business concern consistent with 13 CFR 124, Subpart B; and (i) No material change in disadvantaged ownership and control has occurred since its certification; (it) Where the concern is owned by one or more disadvantaged individuals, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and (im) It is identified, on the date of its representation, as a certified small disadvantaged business concern in the database maintained by the Small Business Administration (PRO-Net). (2) It has submitted a completed application to the Small Business Administration or a Private Certifier to be certified as a small disadvantaged business concern in accordance with 13 CFR 124, Subpart B, and a decision on that application is pending, and that no material change in disadvantaged ownership and control I -3 EDG-C-00-03-00010-00 SE. • ION I - has occurred since its application was submitted. In this case, in order to receive the benefit of a price evaluation adjustment, an offeror must receive certification as a small disadvantaged business concern by the Small Business Administration pnor to contract award; or (3) Is a joint venture as defined in 13 CFR 124.1002(f). Historically black college or university means an institution determined by the Secretary of Education to meet the requirements of 34 CFR 608.2. For the Department of Defense (DoD), the National Aeronautics and Space Administration (NASA), and the Coast Guard, the term also includes any nonprofit research institution that was an integral part of such a college or university before November 14, 1986. Minority institution means an institution of higher education meeting the requirements of Section 1046(3) of the Higher Education Act of 1965 (20 U S.C. 1067k, including a Hispanic-serving institution of higher education, as defined in Section 316(b)(1) of the Act (20 U.S.C. 1101a)). United States means the United States, its territories and possessions, the Commonwealth of Puerto Rico, the U.S. Trust Territory of the Pacific Islands, and the District of Columbia. (b) Evaluation adjustment. (1) The Contracting Officer will evaluate offers by adding a factor of 10 percent to the price of all offers, except-- (i) Offers from small disadvantaged business concerns that have not waived the adjustment; (ji) An otherwise successful offer of eligible products under the Trade Agreements Act when the dollar threshold for application of the Act 1s equaled or exceeded (see section 25.402 of the Federal Acquisition Regulation (FAR)); (ni) An otherwise successful offer where application of the actor would be inconsistent with a Memorandum of Understanding or other international agreement with a foreign government; (iv) For DoD, NASA, and Coast Guard acquisitions, an otherwise successful offer from a historically black college or university or minority institution; and (v) For DoD acquisitions, an otherwise successful offer of qualifying country end products (see sections 225.000-70 and 252.225-7001 of the Defense FAR Supplement). (2) The Contracting Officer will apply the factor to a line item or a group of line items on which award may be made. The Contracting Officer will apply other evaluation factors described in the solicitation before application of the factor. The factor may not be applied if using the adjustment would cause the contract award to be made at a price that exceeds the fair market price by more than the factor in paragraph (b.)(1) of this clause. (c) Waiver of evaluation adjustment. A small disadvantaged business concern may elect to waive the adjustment, in which case the factor will be added to its offer for evaluation purposes. The agreements in paragraph (d) of this clause do not apply to offers that waive the adjustment. [ ] Offeror elects to waive the adjustment. (d) Agreements. (1) A small disadvantaged business concern, that did not waive the adjustment, agrees that In performance of the contract, in the case of a contract for -- (i) Services, except construction, at least 50 percent of the cost of personnel for contract performance will be spent for employees of the concern, I-4 SL TONI EDG-C-00-03-00010-00 (ii) Supplies (other than procurement from a nonmanufacturer of such supplies), at least 50 percent of the cost of manufacturing, excluding the cost of materials, will be performed by the concern; (rii) General construction, at least 15 percent of the cost of the contract, excluding the cost of materials, will be performed by employees of the concern; or (iv) Construction by special trade contractors, at least 25 percent of the cost of the contract, excluding the cost of materials, will be performed by employees of the concern. (2) A small disadvantaged business concern submitting an offer in its own name agrees to furnish in performing this contract only end items manufactured or produced by small disadvantaged business concerns in the United States. This paragraph does not apply in connection with construction or service contracts. 1.4 RESERVED 1.5 52.232-25 PROMPT PAYMENT (FEB 2002) Notwithstanding any other payment clause in this contract, the Government will make invoice payments and contract financing payments under the terms and conditions specified in this clause. Payment shall be considered as being made on the day a check is dated or the date of an electronic funds transfer. Definitions of pertinent terms are set forth in sections 2.101 and 32.902 of the Federal Acquisition Regulation. All days referred to in this clause are calendar days, unless otherwise specified. (However, see subparagraph (a)(4) of this clause concerning payments due on Saturdays, Sundays, and legal holidays.) (a) Invoice payments (1) Due Date. (i) Except as indicated in subparagraph (a)(2) and paragraph (c) of this clause, the due date for making invoice payments by the designated payment office shall be the later of the following two events: (A) The 30th day after the designated billing office has received a proper invoice from the Contractor (except as provided in subdivision (a)(1)(i1) of this clause). (B) The 30th day after Government acceptance of supplies delivered or services performed by the Contractor. On a final invoice where the payment amount is subject to contract settlement actions, acceptance shall be deemed to have occured on the effective date of the contract settlement. (i1) If the designated billing office fails to annotate the invoice with the actual date of receipt at the time of receipt, the invoice payment due date shall be the 30th day after the date of the Contractor's invoice; provided a proper invoice is received and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements. (2) Certain food products and other payments. (i) Due dates on Contractor invoices for meat, meat food products, or fish; penshable agricultural commodities; and dairy products, edible fats or oils, and food products prepared from edible fats or oils are-- (A) For meat or meat food products, as defined in section 2(a)(3) of the Packers and Stockyard Act of 1921 (7 U.S.C. 182(3)), and as further defined in Pub. L. 98-181, including any edible fresh or frozen poultry meat, any perishable poultry meat food product, fresh eggs, and any perishable egg product, as close as possible to, but not later than, the 7th day after product delivery. (B) For fresh or frozen fish, as defined in section 204(3) of the Fish and Seafood Promotion Act of 1986 (16 U.S.C. 4003(3)), as close as possible to, but not later than, the 7th day after product delivery. I-5 Si TONI EDG-C-00-03-00010-00 (C) For perishable agricultural commodities, as defined in section 1(4) of the Perishable Agricultural Commodities Act of 1930 (7 U.S.C. 499a(4)), as close as possible to, but not later than, the 10th day after product delivery, unless another date is specified in the contract. (D) For dairy products, as defined in section 111(e) of the Dairy Production Stabilization Act of 1983 (7 US C. 4502(e)), edible fats or oils, and food products prepared from edible fats or oils, as close as possible to, but not later than, the I0th day after the date on which a proper invoice has been received. Liquid milk, cheese, certain processed cheese products, butter, yogurt, ice cream, mayonnaise, salad dressings, and other similar products, fall within this classification. Nothing in the Act limits this classification to refrigerated products. When questions arise regarding the proper classification of a specific product, prevailing industry practices will be followed in specifying a contract payment due date. The burden of proof that a classification of a specific product is, in fact, prevailing industry practice is upon the Contractor making the representation. (ti) If the contract does not require submission of an invoice for payment (e.g., periodic lease payments), the due date will be as specified in the contract. specified in the contract. A proper invoice must include the items listed in paragraph (a)(3)(i) through (a)(3)(vili) of this clause. If the invoice does not comply with these requirements, it shall be returned within 7 days after the date the designated billing office received the invoice (3 days for meat, meat food products, or fish; S days for perishable agricultural commodities, edible fats or oils, and food products prepared from edible fats or oils), with a statement of the reasons why it is not a proper invoice. Untimely notification will be taken into account in computing any interest penalty owed the Contractor in the manner described in subparagraph (a)(5) of this clause. (i) Name and address of the Contractor. (ii) Invoice date. (The Contractor is encouraged to date invoices as close as possible to the date of the mailing or transmission.) (iii) Contract number or other authorization for supplies delivered or services performed (including order number and contract line item number). (Iv) Description, quantity, unit of measure, unit price, and extended price of supplies delivered or services performed (vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the contract or in a proper notice of assignment). (vir) Name (where practicable), title, phone number, and mailing address of person to be notified in the event of a defective invoice. (vils) Any other information or documentation required by the contract (such as evidence of shipment). (ix) While not required, the Contractor is strongly encouraged to assign an identification number to each invoice. I-6 EDG-C-00-03-00010-00 Se TONI - (4) Interest penalty. An interest penalty shall be pard automatically by the designated payment office, without request from the Contractor, if payment is not made by the due date and the conditions listed in paragraphs (a)(4)(i) through (a)(4)(ini) of this clause are met, if applicable. However, when the due date falls on a Saturday, Sunday, or legal holiday when Federal Government offices are closed and Government business is not expected to be conducted, payment may be made on the following business day without incurring a late payment interest penalty. (i) A proper invoice was received by the designated billing office. (ji) A receiving report or other Government documentation authorizing payment was processed, and there was no disagreement over quantity, quality, or Contractor compliance with any contract term or condition. (iii) In the case of a final invoice for any balance of funds due the Contractor for supplies delivered or services performed, the amount was not subject to further contract settlement actions between the Government and the Contractor. (5) Computing penalty amount. The interest penalty shall be at the rate established by the Secretary of the Treasury under section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611) that is in effect on the day after the due date, except where the interest penalty is prescribed by other govemmental authority (e.g., tariffs). This rate is referred to as the "Renegotiation Board Interest Rate," and it is pubhshed in the Federal Register semiannually on or about January 1 and July 1. The interest penalty shall accrue daily on the invoice principal payment amount approved by the Government until the payment date of such approved principal amount; and will be compounded in 30-day increments inclusive from the first day after the due date through the payment date. That is, interest accrued at the end of any 30-day period will be added to the approved invoice principal payment amount and will be subject to interest penalties if not paid in the succeeding 30- day period. If the designated billing office failed to notify the Contractor of a defective invoice within the periods prescribed in subparagraph (a)(3) of this clause, the due date on the corrected invoice will be adjusted by subtracting from such date the number of days taken beyond the prescribed notification of defects period. Any interest penalty owed the Contractor will be based on this adjusted due date. Adjustments will be made by the designated payment office for errors in calculating interest penalties. (i) For the sole purpose of computing an interest penalty that might be due the Contractor, Government acceptance shall be deemed to have occurred constructively on the 7th (unless otherwise specified in this contract) after the Contractor delivered the supplies or performed the services in accordance with the terms and conditions of the contract, unless there is a disagreement over quantity, quality, or Contractor complance with a contract provision. In the event that actual acceptance occurs within the constructive acceptance period, the determination of an interest penalty shall be based on the actual date of acceptance. The constructive acceptance requirement does not, however, compel Government officials to accept supplies or services, perform contract administration functions, or make payment prior to fulfilling their responsibilities. (ri) The following periods of time will not be included in the determination of an interest penalty: (A) The period taken to notify the Contractor of defects in invoices submitted to the Government, but is may not exceed 7 days (3 days for meat, meat food products, or fish; 5 days for perishable agricultu mmodities, dairy products, edible fats or oils, and food products prepared from edible fats or oil (B) The period between the defects notice and resubmission of the cortected invoice by the Contractor. (C) For incorrect electromc funds transfer (EFT) information, in accordance with the EFT clause of this contract. I-7 EDG-C-00-03-00010-00 SE. _ION I (in) Interest penalties will not continue to accrue after the filing of a claim for such penalties under the clause at 52.233-1, Disputes, or for more than 1 year. Interest penalties of less than $1 need not be paid (1v) Interest penalties are not required on payment delays due to disagreement between the Government and the Contractor over the payment amount or other issues involving contract compliance or on amounts temporarily withheld or retained in accordance with the terms of the contract. Claims involving disputes, and any interest that may be payable, will be resolved in accordance with the clause at 52.233-1, Disputes. (6) Prompt payment discounts. An interest penalty also shall be paid automatically by the designated payment office, without request from the Contractor, if a discount for prompt payment is taken improperly. The interest penalty will be calculated as described in subparagraph (a)(5) of this clause on the amount of discount taken for the period beginning with the first day after the end of the discount period through the date when the Contractor is paid. (7) Additional interest penalty. (i) a penalty amount, calculated in accordance with paragraph (a)(7)(iii) of this clause, shall be paid in addition to the interest penalty amount if the Contractor-- (A) Is owed an interest penalty of $1 or more; (B) Is not paid the interest penalty within 10 days after the date the invoice amount is paid; and (C) Makes a written demand to the designated payment office for additional penalty payment, in accordance with paragraph (a)(7)(ii) of this clause, postmarked not later than 40 days after the invoice amount is paid. (ii)(A) Contractors shall support written demands for additional penalty payments with the following data. No additional data shall be required. Contractors shall- (1) Specifically assert that late payment interest is due under a specific invoice, and request payment of all overdue late payment interest penalty and such additional penalty as may be required; (2) Attach a copy of the invoice on which the unpaid late payment interest was due; and (3) State that payment of the principal has been received, including the date of receipt. (B) Demands must be postmarked on or before the 40th day after payment was made, except that- (1) If the postmark is illegible or nonexistent, the demand must have been received and annotated with the date of receipt by the designated payment office on or before the 40th day after payment was made; or (2) If the postmark is illegible or nonexistent and the designated payment office fails to make the equired annotation, the demand's validity will be determined by the date the Contractor has placed on th lemand: provided such date is no later than the 40th day after payment was made (vii)(A) The additional penalty shall be equal to 100 percent of any original late payment interest penalty, except-- (1) The additional penalty shall not exceed $5,000; (2) The additional penalty shall never be less than $25; and (3) No additional penalty is owed if the amount of the underlying interest penalty is less than $1. I-® EDG-C-00-03-00010-00 SI IONI (B) If the interest penalty ceases to accrue in accordance with the hmits stated in paragraph (a)(5)(iii) of this clause, the amount of the additional penalty shall be calculated on the amount of interest penalty that would have accrued in the absence of these limits, subject to the overall lmits on the additional penalty specified in paragraph (a)(7)(iii)(A) of this clause (C) For determining the maximum and minimum additional penalties, the test shall be the interest penalty due on each separate payment made for each separate contract. The maximum and minimum additional penalty shall not be based upon individual invoices unless the invoices are paid separately. Where payments are consolidated for disbursing purposes, the maximum and minimum additional penalty determination shall be made separately for each contract therein. (D) The additional penalty does not apply to payments regulated by other Government regulations (e.g., payments under utilty contracts subject to tariffs and regulation). (b) Contract financing payments--(1) Due dates for recurring financing payments. If this contract provides for contract financing, requests for payment shall be submitted to the designated billing office as specified in this contract or as directed by the Contracting Officer. Contract financing payments shall be made on the 3Oth day after receipt of a proper contract financing request by the designated billing office. In the event tha an audit or other review of a specific financing request is required to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the due date specified. (2) Due dates for other contract financing. For advance payments, loans, or other arrangements that do not involve recurring submissions of contract financing requests, payment shall be made in accordance with the corresponding contract terms or as directed by the Contracting Officer. (3) Interest penalty not applicable. Contract financing payments shall not be assessed an interest penalty for payment delays. (c) Fast payment procedure due dates. If this contract contains the clause at 52.213-1, Fast Payment Procedure, payments will be made within 15 days after the date of receipt of the invoice. I.6 52.246-24 LIMITATION OF LIABILITY-HIGH-VALUE ITEMS (FEB 1997) ALTERNATE I (APR 1984) (a) Except as provided in paragraphs (b) through (e) below, and notwithstanding any other provision of this contract, the Contractor shall not be liable for loss of or damage to property of the Government (including the supplies delivered under this contract) that (1) occurs after Government acceptance of the supplies delivered under this contract and (2) results from any defects or deficiencies in the supplies. (b) The limitation of liability under paragraph (a) above shall not apply when a defect or deficiency in, or the Government's acceptance of, the supplies results from willful misconduct or lack of good faith on the part of any of the Contractor's managerial personnel. The term "Contractor's managerial personnel," as used in this clause, means the Contractor's directors, officers, and any of the Contractor's managers, superintendents, or equivalent representatives who have supervision or direction of- (1) All or substantially all of the Contractor's business; (2) All or substantially all of the Contractor's operations at any one plant, laboratory, or separate location at which the contract is being performed; or (3) A separate and complete major industrial operation connected with the performance-of this contract I-9 EDG-C-00-03-00010-00 Si ¿TONI (c) If the Contractor carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Government through purchase or use of the supplies required to be delivered under this contract, the Contractor shall be liable to the Government, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after Government acceptance of, and resulting from any defects or deficiencies in, the supplies delivered under this contract. (d) (I) This clause does not diminish the Contractor's obligations, to the extent that they arise otherwise under this contract, relating to correction, repair, replacement, or other relief for any defect or deficiency in supplies delivered under this contract. (2) Unless this is a cost-reimbursement contract, if loss or damage occurs and correction, repair, or replacement is not feasible or desired by the Government, the Contractor shall, as determined by the Contracting Officer-- (1) Pay the Government the amount it would have cost the Contractor to make correction, repair, or replacement before the loss or damage occurred; or (si) Provide other equitable relief. (e) This clause shall not limit or otherwise affect the Government's rights under clauses, if included in this contract, that cover-- (1) Warranty of technical data; (2) Ground and flight risks or aircraft flight risks; or (3) Government property. 1.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they, were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://www.arnet.gov/far 1.8 AIDAR 752.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS (a) It is the policy of the United States that small business concerns, HUBZone small business concerns, small business concerns owned and controlled by socially and economically disadvantaged individuals, and small business concerns owned and controlled by women shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is further the policy of the United States that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns, HUBZone small business concerns, small business concerns owned and controlled by socially and economically disadvantaged individuals, and small business concerns owned and controlled by women. I-10 EDG-C-00-03-00010-00 (b) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The Contractor further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the Contractor's compliance with this clause. (c) Definitions. As used in this contract (1) Small business concern means a small business as defined pursuant to section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. (2) HUBZone small business concern means a small business concern that appears on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration. (3) Small business concern owned and controlled by socially and economically disadvantaged individuals and small disadvantaged business concern mean a small business concern that represents, as part of its offer that-- (i) It has received certification as a small disadvantaged business concern consistent with 13 CFR 124, Subpart B; (is) No matenal change in disadvantaged ownership and control has occurred since its certification; (it) Where the concer is owned by one or more individuals, the net worth of each individual upon hom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104 (c)(2); and (iv) It is identified, on the date of its representation, as a certified small disadvantaged business in the database maintained by the Small Business Administration (PRO-Net). (4) Small business concer owned and controlled by women means a small business concem-- (i) Which is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (Li) Whose management and daily business operations are controlled by one or more women. (d) Contractors acting in good faith may rely on written representations by their subcontractors regarding thesr status as a small business concern, a HUBZone small business concern, a small business concern owned and controlled by socially and economically disadvantaged individuals, or a small business concern owned and controlled by women. USAID small business provision. To permit USAID, in accordance with the small business provisions of the Foreign Assistance Act, to give small business firms an opportunity to participate in supplying equipment supplies and services financed under this contract, the Contractor shall, to the maximum extent possible, provide the following information to the Office of Small and Disadvantaged Business Utilization (OSDBU), USAID. Washington, DC 20523-1414, at least 45 days prior to placing any order in excess of the simplified acquisition threshold except where a shorter time is requested of, and granted by OSDBU: (1) Brief genéral description and quantity of commodities or services; (2) Closing date for receiving quotations or bids; and I-11 EDG-C-00-03-00010-00 SL LIONI (3) Address where invitations or specifications may be obtained. I.9 USAIDAR 752.7032 INTERNATIONAL TRAVEL APPROVAL AND NOTIFICATION REQUIREMENTS (JAN 1990) • Phor written approval by the Contracting Officer is required for all international travel directly and identifiably funded by USAID under this contract. The Contractor shall therefore present to the Contracting Officer an itinerary for each planned international trip, showing the name of the traveler, purpose of the trip, origin/destination (and intervening stops), and dates of travel, as far in advanced of the proposed travel as possible, but in no event less than three weeks before travel is planned to commence. The Contracting Officer's prior written approval may be in the torm of a letter or telegram or similar device or may be specifically incorporated into the schedule of the contract. At least one week prior to commencement of approved international travel, the Contractor shall notify the cognizant Mission, with a copy to the Contracting Officer, of planned travel, identifying the travellers and the dates and times of arrival. I.10 52.228-3 WORKERS' COMPENSATION INSURANCE (DEFENSE BASE ACT) (APR 1984) The Contractor shall (a) provide, before commencing performance under this contract, such workers' compensation insurance or security as the Defense Base Act (42 U.S.C. 1651 et seq.) requires and (b) continue to maintain it until performance is completed. The Contractor shall insert, in all subcontracts under this contract to which the Defense Base Act applies, a clause similar to this clause (including this sentence) imposing upon those subcontractors this requirement to comply with the Defense Base Act. I.11 COMMUNICATIONS PRODUCTS (OCT 1994) (a) Definition - Communications products are any printed materials (other than non-color photocopy material), photographic services or video production services. (b) Standards - USAID has established standards for communications products. These standards must be followed unless otherwise specifically provided in the contract or approved in writing by the contracting officer. A copy of the standards for USAID financed publications and video productions is attached. (c) Communications products which meet any of the following criteria are not eligible for USAID financing under this agreement unless specifically authorized in the contract or in writing by the contracting officer: (1) All communications materials funded by operating expense account funds; (2) Any communication products costing over $25,000, including the costs of both preparation and execution. For example, in the case of a publication, the costs will include research, writing and other editorial services (including any associated overhead), design, layout and production costs. (3) Any communication products that will be sent directly to, or likely to be seen by, a Member of Congress or Congressional staffer; and (4) Any publication that will have more than 50 percent of its copies distributed in the United States (excluding copies provided to CDIE and other USAID/W offices for internal use. (d) The intial proposal must provide a separate estimate of the cost of every communications product as defined in paragraph (a) above [not just those which meet the criteria in paragraph (c)] which is anticipated I-12 EDG-C-00-03-00010-00 Si - MIONI under the contract. Each estimate must include all of the costs associated with preparation and execution of the product. Any subsequent request for approval of a covered communication product must provide the same type of cost information. 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