Purchase Order

Goods and Services under $25,000 under Cooperative Agreements

Part 1 – Agreement details Revised 13.03.20
PO Number 217773-1-ML Printers PO Effective Date 22-déc-21
PO Currency XOF PO Final Delivery Date 23-déc-21
Requisition Number 217773.ML.Printers Payment Terms NET Thirty (30) days
Place of Performance Mali Order Type (Goods or Good
Part 2 – Seller and Seller's representative details
Seller's Name Office Land
Seller's DUNS Number
Address Bozola, face ex-vezia Bamako
Representative Name Bati Fofana
Representative Phone (+223) 76275404/66275404
Representative Email officelandmali@gmail.com

Part 3 – Palladium and Company's representative details

Company's Name Palladium International LLC
Address 1331 Pennsylvania Ave NW, Suite 600, Washington, DC 20004, USA
Phone +1 202 775 9680
Representative Name Jeff Barnes
Representative Title NPI EXPAND Project Director
Representative Email jeff.barnes@thepalladiumgroup.com
Project Name NPI EXPAND

Part 4 – Details of goods and/or services to be supplied

Total price
Description Quantity Unit of Measure Unit Price Tax (if any) Total
excluding tax
Dell Monitor 24 pouces 3 Unité 325 000 975 000,00 - 975 000,00
Dell Wireless Keyboard & Mouse 3 Unité 83 000 249 000,00 - 249 000,00
Dell Thumberbolt Dock WDWD19 3 Unité 300 000 900 000,00 - 900 000,00
Imprimante Noir & Blanc Laser projet MFP M2272FDW Unité 285 000 570 000,00 - 570 000,00
Photocopieuse Multifonctions M428 DW 1 Unité 400 000 400 000,00 - 400 000,00
Projecteur Epson EBX 06 1 Unité 500 000 500 000,00 - 500 000,00
Casque USB 4 Unité 47 500 190 000,00 - 190 000,00
Onduleur UPS 2000 VA 3 Unité 245 000 735 000,00 - 735 000,00
Rallonge 6 Troues 10 Unité 27 500 275 000,00 - 275 000,00
Adaptateur 15 Unité 3 000 45 000,00 - 45 000,00
TVA 18% 1 Unité 871 020 871 020,00 - 871 020,00
Total Price 5 710 020,00
Standard Terms and Conditions are attached.
Detailed Scope of Work or Specifications attached (check box if applicable).

Signed for the Seller: Signed for Palladium:

Name: Office Land Name: Jeff Barnes
Title/ Role: Prestataire Title/Role: Chief of Party
Date: Date:

1. ACCEPTANCE OF CONTRACT/TERMS AND CONDITIONS

a. This Contract integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and constitutes the entire agreement
b. Seller's acknowledgment, acceptance of payment, or commencement of performance shall constitute Seller's unqualified acceptance of this Contract.
c. Unless expr+B42:M119essly accepted in writing by Palladium, additional or differing terms or conditions proposed by Seller or included in Seller's acknowledgment are objected to
d. The headings used in this Contract are inserted for the convenience of the parties and shall not define, limit, or describe the scope or the intent of the provisions of this Contract.
2. PAYMENTS, TAXES, AND DUTIES
a. Unless otherwise provided, terms of payment shall be net thirty (30) days from the latest of the following: (i) Palladium's receipt of Seller's proper invoice; (ii) scheduled delivery
b. Each payment made shall be subject to reduction to the extent of amounts which are found by Palladium or Seller not to have been properly payable, and shall also be subject to
reduction for overpayments. Seller shall promptly notify Palladium of any such overpayments and remit the amount of the overpayment except as otherwise directed by Palladium.
c. Palladium shall have a right of setoff against payments due or at issue under this Contract or any other contract between the parties.
d. Payment shall be deemed to have been made as of the date of mailing Palladium's payment or electronic funds transfer.
e. Unless otherwise specified, prices include all applicable federal, state, and local taxes, duties, tariffs, and similar fees imposed by any government, all of which shall be listed
f. No taxes for which an exception is available under this Contract should be included.
g. The prices stated in the Contract are firm, fixed prices in United States Dollars unless otherwise provided.
3. CHANGES
a. Company may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:
Specifications,
Method of shipment or packing,
Place
b. If any such of delivery.
change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the
order, the Company shall make an equitable adjustment in the contract price, the delivery schedule, or both, and shall modify the contract.
c. The Seller must assert its right to an adjustment under this clause within 10 days from the date of receipt of the written order.
d. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Seller from proceeding with the contract as
4. APPLICABLE LAWS
a. This Contract and any matter arising out of or related to this Contract shall be governed by the laws of the District of Columbia, United States.
b. Seller, in the performance of this Contract, shall comply with all applicable local, state (if in US), and federal l(if in US) aws, orders, rules, regulations, and ordinances. Seller shall
procure all licenses/permits and pay all fees and other required charges and shall comply with all applicable guidelines and directives of any local, state, and/or federal governmental
authority. Seller, at its expense, shall provide reasonable cooperation to Company in conducting any investigation regarding the nature and scope of any failure by Seller or its
c. To the extent (i) Company's contract price or fee is reduced; (ii) Company's costs are determined to be unallowable; (iii) any fines, penalties or interest are assessed on Company;
or (iv) Company incurs any other costs or damages; in each case as a result of any violation of applicable laws, orders, rules, regulations, or ordinances by Seller, its officers,
employees, agents, suppliers, or subcontractors at any tier, Company may proceed as provided for in (3) below.
 d. Upon the occurrence of any of the circumstances, other than withholdings, identified in paragraphs (1) above, Company may make a reduction of corresponding amounts (in
whole or in part) in the price of this Contract or any other contract with Seller, and/or may demand payment (in whole or in part) of the corresponding amounts. Seller shall
promptly
e. pay be
Seller shall amounts so demanded.
responsible In the with
for compliance case all
of withholding(s), Company
requirements and may relating
obligations withholdtothe
its same amount
employees fromallSeller
under local,under
state,this
andContract.
federal statutes, ordinances, rules and
obligations including, but not limited to, employer's obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity;
discrimination on the
f. Seller shall notify basis of promptly
Company age, sex, race, color,if religion,
in writing a chargedisability, national origin,
of noncompliance with anyor law
veteran status; occupational
addressing overtime; minimum wage;
health and social
safety orsecurity contribution
protection and withholding;
of the environment has been
5. ASSIGNMENT
a. Any assignment of Seller's Contract rights or delegation of Seller's duties shall be void, unless prior written consent is given by Palladium.
6. COMMUNICATION WITH COMPANY’S CUSTOMER
a. Seller shall not communicate with Company’s Client or higher tier Client in connection with this Contract, except as expressly permitted by Company in writing. This clause does
not prohibit Seller from communicating with the U.S. Government with respect to (1) matters Seller is required by law or regulation to communicate to the Government, (2) fraud,
waste, orDIRECTION
7. CONTRACT abuse communicated to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information, (3) any
a. Only the Company Contracting Representative has authority on behalf of Company to make changes to this Contract. All amendments must be identified as such in writing and
b. Company’s technical personnel may from time to time render assistance or give technical advice or discuss or effect an exchange of information with Seller's personnel concerning
the Work hereunder. No such action shall be deemed to be a change under the "Changes" clause of this Contract and shall not be the basis for equitable adjustment.
c. Except as otherwise provided herein, all notices to be furnished by Seller shall be in writing and sent to the Company Contracting Representative.
8. DISPUTES
a. Arbitration. All claims and disputes arising under, or relating to, this Contract are to be settled by binding arbitration to be held in the District of Columbia. The arbitration shall be
conducted on a confidential basis pursuant to the the-existing commercial arbitration rules of the American Arbitration Association (AAA). Any such arbitration shall include a
written
b. recordasofathe
Mediation: arbitration
condition hearing.
precedent to An award
filing of arbitration
a demand may beor
for arbitration confirmed
otherwiseininitiating
a court oflitigation,
competent thejurisdiction.
parties hereto agree that they shall first attempt to resolve their
dispute by mediation through the American Arbitration Association by filing a request for mediation with the AAA and the other party. That being said, a party can file a demand for
c. Applicable law. The laws of District of Columbia shall govern the construction and interpretation of the rights and duties of the parties under this agreement.
d. Duty to perform. Pending final decision on any dispute under this article, Company and Seller will proceed and continue with performance unabated. Until final resolution of any
dispute hereunder, Seller shall diligently proceed with the performance of this Contract as directed by Company.
9. DEFAULT
a. Company, by written notice, may terminate this Contract for default, in whole or in part, if Seller (i) fails to comply with any of the terms of this Contract; (ii) fails to make progress
so as to endanger performance of this Contract; (iii) fails to provide adequate assurance of future performance; (iv) files or has filed against it a petition in bankruptcy; or (v)
becomes
b. insolvent
Following or suffers
a termination foradefault
materialofadverse changeSeller
this Contract, in financial
shall becondition. Selleronly
compensated shallfor
have tenactually
Work (10) days (or suchand
delivered longer periodCompany
accepted. the Company
may may authorize
require in deliver
Seller to writing)toto cure
Company any supplies and materials, manufacturing materials, and manufacturing drawings that Seller has specifically produced or acquired for the terminated portion of this
c. In the event of a cancellation or termination under this Contract, Seller shall be liable to Company for re-procurement costs, in addition to Company’ other rights and remedies at
d. Upon the occurrence and during the continuation of a default, Company may exercise any and all rights and remedies available to it under applicable law and equity, including
without limitation, cancellation of this Contract. If after termination for default under this Contract, it is determined that Seller was not in default, such termination shall be deemed
a termination
e. for convenience.
Seller shall continue all Work not terminated or cancelled.
10. EXCUSABLE DELAYS
a. Seller shall be excused from, and shall not be liable for, failure of performance to the extent due to causes beyond Seller's control and without Seller's fault or negligence,
including, but not limited to, acts of God or public enemy, acts of Government in either sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, unusually
b. In order to be excused from performance under (a) Seller shall submit, within ten (10) calendar days of the start of the event causing delay, a written notice stating a complete
and detailed description of such event, the date of commencement, an estimate of the probable period of delay, and explanation indicating how such event was beyond the control
of
c. IfSeller and not
the delay due toforitsthirty
extends negligence or fault
(30) days and this
or more what efforts Seller
Contract may be will make to minimize
terminated the length
by Company withoutofadditional
delay. Seller
costshall
andsubmit within
without tento(10)
liability calendar days of the end of the
Seller.
11. TERMINATION FOR CONVENIENCE
a. Company reserves the right to terminate this Contract, or any part hereof, for its convenience. Company shall terminate by delivering to Seller a Notice of Termination specifying
the extent of termination and the effective date. In the event of such termination, Seller 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, Seller shall be paid a percentage of the Contract price reflecting the percentage of the Work
b. In no event shall Company be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller's
termination claim shall be submitted within ninety (30) days from the effective date of the termination.
c. Seller shall continue all Work not terminated.
12. ELECTRONIC CONTRACTING
a. The parties agree that if this Contract is transmitted electronically, and neither party shall contest the validity of this Contract, or any acknowledgement thereof, on the basis that
13. EXTRAS
a. Work shall not be supplied in excess of quantities specified in this Contract. Seller shall be liable for handling charges and return shipment costs for any excess quantities.
14. GRATUITIES/KICKBACKS
a. Seller shall not offer or give a kickback or gratuity (in the form of entertainment, gifts, or otherwise) for the purpose of obtaining or rewarding favourable treatment as a Company
b. By accepting this Contract, Seller certifies and represents that it has not made or solicited and will not make or solicit kickbacks in violation of the Anti-Kickback Act of 1986 (41
15. INDEMNITY
a. Each party shall defend, indemnify, and hold harmless the other party, its officers, directors, employees, consultants, agents, affiliates, successors, permitted assigns and
customers from and against all losses, costs, claims, causes of action, damages, liabilities, and reasonable expenses, including reasonable attorney’s fees, all expenses of litigation
and/or settlement,
16. INDEPENDENT and courtRELATIONSHIP
CONTRACTOR costs, arising from
ANDthe violation or PERSONNEL
CONTRACTOR alleged violation of any applicable law, rules or regulations or the breach of its obligations under this Contract by the
a. Seller's relationship to Company shall be that of an independent contractor and this Contract does not create an agency, partnership, or joint venture relationship between
Company and Seller or Company and Seller personnel. Personnel supplied by Seller hereunder shall be deemed employees of Seller and shall not for any purposes be considered
employees or agents of
b. Nothing contained in Company. Seller
this Contract assumes
shall full responsibility
be construed as grantingfor the actions
to Seller or anyand supervision
personnel of such
of Seller personnel
rights while
under any performing
Company services
benefit plan. under this Contract. Company
17. INSURANCE
a. Seller and its subcontractors shall maintain for the performance of this Contract the following insurances:
i. Workers’ compensation insurance meeting the statutory requirements where Work will be performed;
ii. Commercial general liability (CGL) including Products Liability of at least 5 times the value of this Contract in the aggregate annually, or in such higher amounts as Palladium
iii. Such other insurance as Palladium may require.
iv. Defense Base Act Insurance is required for all services Contracts performed overseas.
18. INTELLECTUAL PROPERTY
a. Seller warrants that the Work performed or delivered under this Contract will not infringe or otherwise violate the intellectual property rights of any third party in the United
States or any foreign country. Except to the extent that the U.S. Government assumes liability therefor, Seller shall defend, indemnify, and hold harmless Company, its officers,
directors, employees, consultants, agents, affiliates, successors, permitted assigns and customers from and against all losses, costs, claims, causes of action, damages, liabilities, and
b. In addition to the Government's rights in data and inventions, Seller agrees that Company, in the performance of its contract obligations under the Prime Contract (including
obligations of follow-on contracts, contracts for subsequent phases of the same program, and sustainment contracts, but excluding any contracts not directly related to the Prime
Contract), shall have an unlimited, irrevocable, paid-up, royalty-free right to make, have made, sell, offer for sale, use, execute, reproduce, display, perform, distribute (internally or
c. The tangible medium storing copies of all reports, memoranda or other materials in written form including machine readable form, prepared by Seller and furnished to Company
19. INTERPRETATION
a. Any inconsistencies in this Contract shall be resolved in accordance with the following descending order of precedence:
b. Face of the Purchase Order (2) these terms and conditions and any supplementary and (3) the Statement of Work.
20. QUALITY CONTROL SYSTEM
a. Seller shall provide and maintain a quality control system to its industry recognized Quality Standard and in compliance with any other specific quality requirements identified in this
Contract. Records of all quality control inspection work by Seller shall be kept complete and available to Company and its customers.
21. RELEASE OF INFORMATION
a. Except as required by law, no public release of any information, or confirmation or denial of same, with respect to this Contract or the subject matter hereof, will be made by Seller or its
subcontractors without the prior written approval of Company. Seller shall not use Company’s name, brand, trademark, or logo related to the term “Palladium" or any other trademark or
22. RETENTION OF RECORDS
a. Unless a longer period is specified by law or regulation, Seller shall retain all records related to this Contract for three (3) years from the date of final payment received by Seller. Records
related to this Contract include, but are not limited to, financial, proposal, procurement, specifications, production, inspection, test, quality, shipping and export, and certification records.
At no additional cost, Seller shall timely provide reasonable access to such records to the US Government and its designees and the Company upon request for the purpose of making
23. SEVERABILITY
a. Each clause, paragraph and subparagraph of this Contract is severable, and if one or more of them are declared invalid, the remaining provisions of this Contract will remain in full force
24. TIMELY PERFORMANCE
a. Seller's timely performance and Company’s timely payments are critical elements of this Contract.
b. Seller shall provide Company status of performance of this Contract when requested. In addition, if Seller becomes aware of an impending labour dispute involving Seller or any lower tier
subcontractor, or any other difficulty in performing the Work, Seller shall timely notify Company, in writing, giving pertinent details. These notifications shall not change any delivery
schedule.
25. INSPECTION AND ACCEPTANCE
a. Company and its customer may inspect all Work at reasonable times and places.
b. Seller shall provide all information, facilities, and assistance necessary for safe and convenient inspection without additional charge.
c. No such inspection shall relieve Seller of its obligations to furnish and warrant all Work in accordance with the requirements of this Contract.
d. Company’s final inspection and acceptance shall be at destination.
e. If Seller delivers non-conforming Work, Company may, in addition to any other remedies available at law or at equity: (i) accept all or part of such Work at an equitable price reduction; or
f. Seller shall not re-tender rejected Work without disclosing the corrective action taken.
26. WAIVERS, APPROVALS, AND REMEDIES
a. Failure by either party to enforce any of the provisions of this Contract or applicable law shall not constitute a waiver of the requirements of such provisions or law, or as a waiver of the
b. Company's approval of documents shall not relieve Seller of its obligation to comply with the requirements of this Contract.
c. The rights and remedies of either party in this Contract are cumulative and in addition to any other rights and remedies provided by law or in equity.
27. WARRANTY
a. Seller warrants that it is and shall remain free of any obligation or restriction which would interfere or be inconsistent with or present a conflict of interest concerning the Work to be
b. Seller warrants that it will perform the services under this Contract with the degree of high professional skill and sound practices and judgment which is normally exercised by recognized
c. Seller warrants that all Work furnished pursuant to this Contract shall strictly conform to applicable specifications, drawings, samples, descriptions, and other requirements of this
Contract and be free from defects in design, material, and workmanship. This warranty shall begin upon final acceptance and extend for a period of one (1) year. If any non- conforming
Work is identified within the warranty period, Seller, at Company's option, shall promptly repair, replace, or reperform the Work.
d. Transportation of replacement Work return of non-conforming Work, and re- performance of Work shall be at Seller's expense. If repair, or replacement, or reperformance of Work is not
timely, Company may elect to return, reperform, repair, replace, or re-procure the Work at Seller's expense. All warranties shall run to Company and its customers.

28. WORK ON COMPANY AND THIRD-PARTY PREMISES

a. “Premises” as used in this clause means premises of Company, its customers, or other third parties where Work is being performed.
b. Seller shall ensure that Seller personnel working on Premises comply with any on-premises policies and: (i) do not bring weapons of any kind onto Premises; (ii) do not manufacture, sell,
distribute, possess, use or be under the influence of controlled substances or alcoholic beverages while on Premises; (iii) do not possess hazardous materials of any kind on Premises
without Company's authorization; (iv) remain in authorized areas only; (v) do not conduct any non-Company related business activities (such as interviews, hiring, dismissals or personal
c. All persons, property, and vehicles entering or leaving Premises may be subject to search.
d. Seller shall promptly notify Company and provide a report of any accidents or security incidents involving loss of or misuse or damage to Company, customer, or third party intellectual or
e. Prior to entry on Premises, Seller shall coordinate with Company to gain access. Seller shall provide information reasonably required by Company to ensure proper identification of
personnel, including, but not limited to verification of citizenship, lawful permanent resident status, protected individual or other status.

f. Seller personnel requiring access to Premises shall, prior to entry, be screened by Seller at no charge to Company through the Company Seller Screen Program, or otherwise screened by
g. Seller shall ensure that Seller personnel: (i) do not remove Company, customer, or third party assets from Premises without Company authorization; (ii) use Company, customer, or third
party assets only for purposes of this Contract; (iii) only connect with, interact with or use computer resources, networks, programs, tools or routines authorized by Company; and (iv) do
not share or may,
h. Company disclose user
at its identifiers,
sole discretion,passwords,
have Sellercipher keys
remove orspecified
any computeremployee
dial port of
telephone numbers.
Seller from Company
Premises may periodically
and require audit Seller's
that such employee not be data residing to
reassigned onany
Company, customer,
Premises or
under this
i. Violation of this clause may result in termination of this Contract in addition to any other remedy available to Company at law or in equity. Seller shall reimburse Company, customer, or
j. Seller shall advise the Company Procurement Representative of any unauthorized direction or course of conduct.
k. Seller shall immediately report to Company all emergencies (e.g., medical, fire, spills or release of any hazardous material) and non-emergency incidents (e.g., job-related injuries or
illnesses) affecting the Work. Seller shall provide Company with a copy of any reports of such incidents Seller makes to governmental authorities.
29. OTHER CLAUSES APPLICABLE TO CONTRACTOR BY PRESCRIPTION IN THE PRIME COOPERATIVE AGREEMENT
a. DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION
i. Seller certifies that neither it nor its principals is presently excluded or disqualified from participation in this transaction by any Federal department or agency.
ii. The policies and procedures applicable to debarment, suspension, and ineligibility under USAID financed transactions are set forth in Subpart C of 2 CFR Section 180, as
b. PREVENTING TERRORIST FINANCING -- IMPLEMENTATION OF E.O. 13224
i. Seller must not engage in transactions with, or provide resources or support to, individuals and
c. OCEAN SHIPMENT OF GOODS
i. All ocean shipments must have prior approval of the Company and must comply with US Flag Carrier restrictions.
d. TRAFFICKING IN PERSONS
i. Seller and all lower tier subcontractors or their employees, labor recruiters, brokers or other agents, must not engage in:
ii. Trafficking in persons (as defined in the Protocol to Prevent, Suppress, and Punish Trafficking in Persons, especially Women and Children, supplementing the UN Convention against
Procurement of a commercial sex act during the period of this award;
Use of forced labor in the performance of this award;
Acts that directly support or advance trafficking in persons, including the following acts:
Destroying, concealing, confiscating, or otherwise denying an employee access to that employee's identity or immigration documents;
Failing to provide return transportation or pay for return transportation costs to an employee from a country outside the United States to the country from which the employee was
the employee, unless:
exempted from the requirement to provide or pay for such return transportation by USAID under this award; or
the employee is a victim of human trafficking seeking victim services or legal redress in the country of employment or a witness in a human trafficking enforcement action;
Soliciting a person for the purpose of employment, or offering employment, by means of materially false or fraudulent pretenses, representations, or promises regarding that emplo
 b. In the event of a violation of section (a) of this provision, USAID is authorized to terminate this award, without penalty, and is also authorized to pursue any other remedial
actions authorized as stated in section 1704(c) of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239, enacted January 2, 2013).
c. For Subcontracts which exceed an estimated value of $500,000, Seller must submit to the Company, the annual “Certification regarding Trafficking in Persons,
Implementing Title XVII of the National Defense Authorization Act for Fiscal Year 2013” as required prior to this award, and must implement a compliance plan to prevent the
activities described above in section (a) of this provision. Seller must provide a copy of the compliance plan to the Company upon request and must post the useful and
relevant contents of the plan or related materials on its website (if one is maintained) and at the workplace.
d. The Seller’s compliance plan must be appropriate to the size and complexity of the award and to the nature and scope of the activities, including the number of non-
United States citizens expected to be employed. The plan must include, at a minimum, the following:
An awareness program to inform employees about the trafficking related prohibitions included in this provision, the activities prohibited and the action that will be taken
against the employee for violations.
A reporting process for employees to report, without fear of retaliation, activity inconsistent with the policy prohibiting trafficking, including a means to make available to all
employees the Global Human Trafficking Hotline at 1-844-888-FREE and its e-mail address at help@befree.org.
e. WHISTLEBLOWER PROTECTIONS
i. 41 U.S.C. § 4712 states that an employee of the Seller may not be discharged, demoted, or otherwise discriminated against as a reprisal for "whistleblowing." In addition,
ii. Whistleblowing is defined as making a disclosure "that the employee reasonably believes" is evidence of any of the following:
Gross mismanagement of a Federal contract, grant or Cooperative Agreement;
iii. To qualify under the statute, the employee's disclosure must be made to:
A Member of the U.S. Congress, or a representative of a U.S. Congressional Committee;
iv. Seller must notify their employees of their rights in regard to this clause.
f. PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS
i. Definitions.
“Contract” has the meaning given in 2 CFR Part 200.
“Seller” means an entity that receives a contract as defined in 2 CFR Part 200.
“Internal confidentiality agreement or statement” means a confidentiality agreement or any other written statement that the recipient requires any of its employees or
ii. The Seller must not require its employees and subcontractors to sign or comply with internal confidentiality agreements or statements that prohibit or otherwise restrict employees,
or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Federal award to a designated investigative or law enforcement representative of a
Federal department or agency authorized to receive such information (for example, the Agency Office of the Inspector General). The Seller must notify current employees and
subcontractors thatinprohibitions
iii. The prohibition andofrestrictions
paragraph (b) of any
this provision doespreexisting internal
not contravene theconfidentiality
requirementsagreements
applicable toorStandard
statements covered
Form by this provision,
312 (Classified to the
Information extent that such
Nondisclosure prohibitions
Agreement), Formand
4414 (Sensitive Compartmented Information Nondisclosure Agreement), or any other form issued by a Federal department or agency governing the nondisclosure of classified
In accordance with section 7 43 of Division E, Title VI I, of the Consolidated and Further Continuing Resolution Appropriations Act, 2015 (Pub. L. 113-235), use of funds
The Company and the Government may seek any available remedies in the event the Seller fails to comply with the requirements of this provision.
iv. The Seller must include the substance of this provision, including this paragraph (e), in subcontracts under this award.
g. MANDATORY DISCLOSURES (JULY 2015)
i. Consistent with 2 CFR §200.113, Seller must disclose, in a timely manner, in writing to the USAID Office of the Inspector General, with a copy to the Company, all violations of Federal
criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award.
ii. Disclosures must be sent to:
U.S. Agency for International Development
Office of the Inspector General
P.O. Box 657
Washington, DC 20044-0657
Phone: 1-800-230-6539 or 202-712-1023
iii. Failure to make required disclosures can result in any of the remedies described in 2 CFR §200.338 Remedies for noncompliance, including suspension or debarment (See 2 CFR 180,
iv. Seller must include this mandatory disclosure requirement in all subcontracts under this award.
h. EQUAL EMPLOYMENT OPPORTUNITY – applies to construction contracts performed in the US
i. See 41 CFR 60-1.4(b) applies to this Contract, in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339),
as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of
Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”
i. FAIR PAY CLAUSES
i. Applies to all construction Contracts over $2,000 performed in the USA.
ii. Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts
Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than
the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week.
iii. Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public
Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means,
any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.
iv. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts in excess of $100,000 that involve the employment of mechanics or laborers
must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each
contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is
permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.
The requirements of 40 U.S.C. 3704 are applicable OR
to construction
j. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT AGREEMENT.work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions
i. 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” applies to this
contract if the Seller is a small US business or a non-profit organization and other terms of the clause are met.
k. BYRD ANTI-LOBBYING AMENDMENT (31 U.S.C. 1352)
i. Seller certifies that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any contract, grant or any other award covered
by 31Conditions
l. Special U.S.C. 1352. Seller certifies that it has not paid for or performed lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

Conditions de Livraison
LIVRAISON A LA CHARGE DU FOURNISSEUR
MONTAGE A LA CHARGE DU FOURNISSEUR
Conditions de Paiement
Paiment 100% apres Livraison
34.1. USAID Eligibility Rules For Goods and Services (June 2012)

a. This provision is not applicable to commodities or services that the recipient provides with private funds as part of a cost-sharing requirement, or with Program Income generated under this
award.

b. Ineligible and Restricted Commodities and Services:

(1) Ineligible Commodities and Services. The recipient must not, under any circumstances, procure any of the following under this award:

(i) Military equipment,

(ii) Surveillance equipment,
(iii) Commodities and services for support of police or other law enforcement
activities,
(iv) Abortion equipment and services,
(v) Luxury goods and gambling equipment, or
(vi) Weather modification equipment.

(2) Ineligible Suppliers. Any firms or individuals that do not comply with the requirements in Standard Provision, “Debarment, Suspension and Other Responsibility Matters” and Standard Provision,
“Preventing Terrorist Financing” must not be used to provide any commodities or services funded under this award.

(3) Restricted Commodities. The recipient must obtain prior written approval of the Agreement Officer (AO) or comply with required procedures under an applicable waiver, as provided by the AO
when procuring any of the following commodities:
(i) Agricultural commodities,
(ii) Motor vehicles,
(iii) Pharmaceuticals,
(iv) Pesticides,
(v) Used equipment,
(vi) U.S. Government-owned excess property, or
(vii) Fertilizer.

34.2 Source and Nationality:

Except as may be specifically approved in advance by the AO, all commodities and services that will be reimbursed by USAID under this award must be from the authorized geographic code
specified in this award and must meet the source and nationality requirements set forth in 22 CFR 228. If the geographic code is not specified, the authorized geographic code is 937. When the
total value of procurement for commodities and services during the life of this award is valued at $250,000 or less, the authorized geographic code for procurement of all goods and services to be
reimbursed under this award is code 935. For a current list of countries within each geographic code, see: http://www.usaid.gov/ads/policy/300/310.

d. Guidance on the eligibility of specific commodities and services may be obtained from the AO. If USAID determines that the recipient has procured any commodities or services under this award
contrary to the requirements of this provision, and has received payment for such purposes, the AO may require the recipient to refund the entire amount of the purchase.

e. This provision must be included in all subawards and contracts which include procurement of commodities or services.

34.3 Conflict of Interest (August 2018)

a. A conflict of interest in the award, administration, or monitoring of subawards arises when an employee, officer, or agent, any member of his or her immediate family, his or her partner, or an
organization which employs or is about to employ any of these parties, has a financial or other interest in, or a tangible personal benefit from, a subrecipient considered for a subaward. The officers,
employees, and agents of the recipient may neither solicit nor accept gratuities, favors, or anything of monetary value from subrecipients or parties to subawards. However, recipients may set
standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value.

b. The recipient must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of
subawards. The standards must prohibit employees from using their positions for a purpose that constitutes or presents the appearance of a conflict of interest. The standards of conduct must
provide for disciplinary actions to be applied for violations of such standards by officers, empoyees, or agents of the recipient.c. The recipient must also maintain written standards of conduct
covering organizational conflicts of interest.
Organizational conflicts of interest means a situation in which the recipient is unable or appears to be unable to be
impartial in conducting a subaward action involving a related organization because of relationships with a parent
company, affiliate, or subsidiary organization.
d. The recipient must have a system or systems in place to identify, address, resolve, and disclose to USAID any
conflicts of interest as described in this provision that affect any subaward, regardless of the amount of funding.
e. The recipient must disclose any conflict of interest, including organizational conflicts of interest, and the
recipient’s approach for resolving the conflict of interest to the cognizant Agreement Officer for the award within
ten (10) calendar days of the discovery of the conflict of interest.
f. Upon notice from the recipient of a potential conflict of interest and the approach for resolving it, the
Agreement Officer will make a determination regarding the effectiveness of the recipient’s actions to resolve the
conflict of interest within thirty (30) calendar days of receipt of the recipient’s notice, unless the Agreement
Officer advises the recipient that a longer period is necessary.
g. The recipient must not request payment from USAID for costs for transactions subject to the conflict of interest
pending notification of USAID’s determination. The recipient’s failure to disclose a conflict of interest may result
in cost disallowances by USAID.
h. For conflicts of interest, including organizational conflicts of interest, involving contracts, the recipient must
follow 2 CFR 200.318, general procurement standards.
i. The recipient must insert the substance of this provision, including paragraph (i), in all subawards under this
award, at any subaward tier.