Click the apply button below to download the word version of this advert.

Request for Quotations No. UYA 2024 -380

USAID The Youth Advance (formerly The Youth Activity)

Education Development Center, Inc.

(Hereafter referred to as “EDC”)

RFQ for Blanket Purchase Agreement for Office and Kitchen supplies

Date of Issuance:

December 16, 2024

Education Development Center (EDC) is a global nonprofit that advances lasting solutions to improve education, promote health, and expand economic opportunity, with a focus on vulnerable and under-served populations.

The United States Agency for International Development (USAID) has selected EDC to implement the USAID Youth Advance, five-year activity for Liberian youth to receive the support and services necessary to lead resilient, healthy, and productive lives. The USAID Youth Advance is expected to achieve the following:

1. Basic education and foundational skills strengthened for improved livelihoods.
2. Employment Skills Strengthened for Improved Livelihoods;
3. Enabling environment improved for youth productivity.

Organizations submitting quotations in response to this Request for Quotation (“RFQ”) must not have any relationship with USAID under the terms of this RFQ or any resultant contract. All communications regarding this RFQ will be directed to EDC.

1. Purpose and Eligibility

1.1 Purpose

The purpose of the RFQ is to invite prospective offerors to submit quotations for the procurement of assorted office supplies and Kitchen supplies for USAID Youth Advance Project in Liberia, West Africa. EDC anticipates issuing a blanket purchase agreement (BPA)/s to establish specific pricing levels and parameters for ordering these commodities/services. The BPA mechanism will allow EDC to issue specific purchase orders, on an as-needed basis, for the procurement of these items over the next twelve (12) months. The selected Offeror/s shall furnish the commodities/services described in any purchase orders issued by EDC under this BPA. EDC is only obligated to pay for commodities/services ordered through purchase orders issued under this BPA and delivered by the selected Offeror in accordance with the terms/conditions of this BPA.

1.2 Eligibility

This procurement is open to Offerors from organizations within the authorized Geographic code of 937. Code 937 is the United States, Liberia and developing countries other than advanced developing countries, excluding any country from a prohibited source.

2. General Information

2.1 Original RFQ Document

EDC shall retain the RFQ, and all related terms and conditions, exhibits and other attachments, in original form in an archival copy. Any modification of these, in the offeror’s submission or subsequent contract, is grounds for immediate disqualification.

2.2 RFQ Provisions

1. All information provided by EDC in this RFQ is offered in good faith. EDC makes no certification that any item is without error. EDC is not responsible or liable for any use of the information or for any claims asserted there from.
2. This RFQ does not under any circumstances commit EDC to pay any costs incurred by the offeror in the submission of a quotation. This is the offeror’s responsibility.
3. All materials submitted in response to this RFQ shall become the property of EDC upon delivery to EDC.
4. Additional documentation may be required prior to selection.
5. All quotations in response to this RFQ and other communication must be received in English.

2.3 Schedule of Events

The following schedule applies to this RFQ but may change in accordance with EDC’s needs or unforeseen circumstances. Changes in this timeline will be announced as formal modifications to the RFQ.

2.4 Inspection and Acceptance

Under any contract awarded in response to this RFQ, EDC may inspect and test the commodities to determine whether such commodities conform to the terms of the contract and its attachments. Unless otherwise agreed to in writing by EDC, EDC shall have a right to inspect commodities for conformity before payment or acceptance of such commodities, in accordance with Section 2-513(1) of the UCC. Payment for commodities made before inspection for conformity shall not constitute an acceptance of such commodities or impair EDC’s right to inspect such commodities or any of EDC’s remedies, in accordance with Section 2-512(2) of the UCC. Commodities rejected or commodities in excess of the quantities ordered may be returned to the selected offeror at the selected offeror’s expense.

3. Quotation Submission and Selection

3.1 Offeror’s Understanding of the RFQ

In responding to this RFQ, the Offeror fully understands the RFQ in its entirety and in details, including making any inquiries to EDC as necessary to gain such understanding. Clarification questions must be submitted by potential offerors—in writing—by the date and time designated in Line A of the Chart in Section 2.3. Responses will be published in writing in accordance with Line B of the Chart in Section 2.3. EDC reserves the right to disqualify at its sole discretion any offeror who submits a quotation that is not responsive or that demonstrates less than such understanding. That right extends to cancellation of the contract if a contract has been made. Such disqualification and/or cancellation shall be at no fault, cost, or liability whatsoever to EDC.

3.2 Communication Verbal communication shall not be effective unless formally confirmed in writing by the EDC Contact Person in charge of managing this RFQ process. In no case shall verbal communication govern over written communications.

Offerors’ inquiries, questions, and requests for clarification related to this RFQ are to be directed in writing in English before the date and time designated in Line A of the Chart in Section 2.3 to:

Education Development Center, Inc.

Attention: Operations Manager

E-mail: TYAProcurement@edc.org

Email subject: Questions regarding RFQ No. 2024

3.3 Quotation Submission

All quotations must include a cover letter provided on the offeror’s letterhead or stationery and be signed in writing by the Authorized Officer of the offeror. It is not acceptable to provide only the typed name of the Offeror’s representative. Quotations submitted without a written signature/stamp will not be considered. The Authorized Officer of the offeror who signs the cover letter must also sign all other components of the quotation, which require a signature.

Quotation must be delivered via email to:

Education Development Center, Inc.

Attention: Operations Manager

E-mail: TYAProcurement@edc.org

Email: subject: Quotation in response to RFQ No. 2024

Quotations sent via email, quotations must have the subject line of “Request for Quotations for Procurement of office and kitchen supplies and must include the number of emails (for example, Email 1 of 2, Email 2 of 2, etc.) in the subject line. The quotation itself must include all documents required by this RFQ in Word, Excel, or pdf format and those documents must be attached to the email message(s); all attachments must be clearly labeled and must be numbered sequentially in order for EDC to review the quotation. If the quotation is sent in more than one email message, the offeror should send all of the email messages with the quotation submission on the same day and time and send the emails as closely together as practicable.

It is the responsibility of the offeror to ensure that the quotation is delivered to EDC by the deadline date listed in this RFQ.

All quotations must be received by EDC, before the date and time designated in Line C of the Chart in Section 2.3.

3.4 Eligibility of Quotations

3.4.1 Complete Quotations

Offerors must submit all components required by this RFQ, including its annexes, in order for their quotation to be complete. Please see Annex C for a list of the required components to be included in the quotation.

Before evaluating quotations, EDC will determine which quotations include the components required by the RFQ to be considered a complete quotation. Please note that although EDC will determine certain quotations to be complete, this determination does not signify that an award will be made to one or any of the offerors with complete quotations. Only complete quotations will be evaluated and considered for award.

3.4.2 Past Performance

Offerors may be disqualified if a check of past performance demonstrates that the offeror has not been able to deliver similar services on time and in a satisfactory manner.

3.4.3 Compliance with Technical Specifications & Requirements

Offerors may be disqualified if the quotation does not demonstrate compliance with Section 4, Technical Specifications & Requirements.

3.5 Evaluation Criteria

EDC shall evaluate all complete quotations based on price.

3.6 Selection

EDC may award one or more contracts resulting from this RFQ to the Offeror(s) whose quotation(s) conforming to this RFQ offer(s) the greatest value. EDC may also (a) reject any or all quotations, (b) accept other than the lowest quotation, or (c) accept more than one quotation. Contracts may be issued for some or all of the lots. EDC, at its sole discretion, may waive informalities and minor irregularities in quotations received.

EDC may award a contract without discussions with Offerors. As such, Offerors are strongly encouraged to submit their best quotations with their original submissions. EDC reserves the right to conduct site visits and/or to conduct discussions, which may result in revisions to quotations, with one or more than one or all Offeror(s) if EDC determines, at its sole discretion, discussions to be necessary. Discussions may include oral presentations provided by the Offeror.

4. Technical Specifications & Requirements

4.1 Specifications for office and kitchen supplies

All of the specifications listed in Section 4.1 must be met. Offerors may provide quotations for any or all lots (lot 1, lot 2, ). EDC intends to purchase these goods as details in the tables below:

The Offeror may be requested to provide one sample of each item being offered that meets EDC’s technical requirements specifications and those your organization is proposing. If there is any deviation from what EDC is requesting, please provide a detailed explanation for each point that does not match the exact technical specification requirement.

Office, and Kitchen supplies

One or more Blanket Purchase Agreement (BPA) may be awarded in response to this RFQ. The BPA holders will be short-listed vendors for EDC for the services indicated in the BPA at the price offered. The agreement will be valid for 12-months of issuance.

Please note that each facility should contain clean restrooms and ideally separate male and female facilities. EDC will conduct a site visit with short-listed vendors.

One or more Blanket Purchase Agreement (BPA) may be awarded in response to this RFQ. The BPA holders will be short-listed vendors for EDC for the services indicated in the BPA at the price offered. The agreement will be valid for 12-months of issuance. Please note that each facility should contain clean restrooms and ideally separate male and female facilities. EDC will conduct a site visit with short-listed vendors.

4.2 Quotations are Requested for the Following Quantities:

At this time, specific quantities to be purchased under any BPA resulting from this RFQ are unknown. Specific quantities will depend on the needs of the USAID The Youth Advance. Individual purchase orders will be issued under the BPA agreement, as the need arises for additional items.

4.3 Delivery Schedule and Location

All Offerors are expected to provide an estimated lead time or advance notification required for providing these items. Goods will be requested from Offeror based on the specific needs of the project. A BPA release Order/reservation will be issued before service is provided.

A BPA release Order will be issued at will.

Delivery Address

Education Development Center,

USAID Youth Advance office

Fish Market, Sinkor

Monrovia, Liberia

4.4 Inspection of Deliveries

EDC reserves the right to inspect to determine whether they conform to the specifications in Section 4.1. Any payments made before inspection for conformity shall not constitute an acceptance of such goods/services or impair EDC’s right to inspect the services performed

. Deliveries rejected may be returned to selected Vendor at the selected Vendor’s expense, subject to the following:

EDC may reject any or all of the deliveries or any part thereof that do not conform to EDC’s specifications and standards. The decision of the EDC representative will be final with regards to specifications as well as the intended purposes and will be binding on the Parties. The selected Vendor shall replace such rejected items at no additional cost to EDC.

4.5 Warranty

All Offerors must provide a document with proposed or applicable warranty for each (where applicable). In addition to any other express or implied warranties, Offerors must expressly warrant that:

• All deliveries under any contract resulting from this RFQ will be merchantable, new, suitable for the uses intended, of the grade and quality specified, free from all defects in design, material and workmanship, conform to all samples, pictures, descriptions and specifications furnished, and be free of liens and encumbrances and that the use, distribution or resale of commodities by EDC will not infringe any third party’s patent, trademark, trade secret, copyright, or any other proprietary, intellectual property or other right held by any third party.
• None of the commodities delivered under any contract resulting from this RFQ will be counterfeit.
• The selected Offeror(s) shall replace any defective commodities with new ones without charge to EDC.
• Selected Offeror(s) will be solely responsible for any loss or damage of the goods during transportation or shipping; and

The warranties set forth shall not be waived by reason of the acceptance of any items or payment therefore by EDC.

4.6 Other specifications

Offerors may not provide any items which were manufactured or produced in or shipped from countries sanctioned by the US government. Quotations that include items from countries sanctioned by the US government shall not be considered.

The selected Offeror must obtain any licenses, permits and other authorizations as may be required to provide the services.

4.7 Shipment

If the selected Offeror will need to air or ocean-ship any items, to Monrovia, Liberia, air or ocean shipping must comply with USAID and U.S. Government regulations, which require shipment via US flag carrier. If US flag carrier is not available for all or some of the shipment, the offeror must provide specific information why US flag carrier is not available for which sections of the shipping, what percentage US carrier will ship and what percentage foreign carrier will ship. The offeror must be able to initiate the shipment of the commodities within 30 business days of written notification from EDC that EDC will purchase the commodities from the selected offeror.

All offerors must provide a timeline for shipment in order for their quotation to be considered; the timeline should indicate the country of origin of the shipment, if known. If the Offeror will not need to ship the item, please state this in the quotation.

• Price Quotation Requirements

The price quotation must include the costs for the Services including any necessary components to meet the specifications in Section 4 including any in-country and (if needed) any ocean or air transport costs.

The price quotation must be in USD. All offerors must provide a price guarantee that the quotation price remains valid for 12 calendar months. The quotation must follow the format provided in Annex D: Price Template

5.2 General Requirements

Offeror must submit:

• Annex A – completed and signed Organization and Certification Form. Include all required attachments including: three (3) references, documentation of legal incorporation, tax clearance certificate, documentation of active registration in Liberia, a list of key individuals/board of directors.

• Annex C – Checklist

• Annex D – Price Quotation that complies with the sample template provided.

• At least three (3) references-but no more than five (5) of similar past work attached

• Price Guarantee for 12 calendar months (reference RFQ Section 5)

6. Contract Type and Payment

6.1 Payment

Any award resulting from the RFQ will be in the form of a Blanket Purchase Agreement (BPA) which will contain the payment information.

6.2 Contract Terms

Any award resulting from the RFQ will be in the form of a Blanket Purchase Agreement (BPA). The anticipated contract terms and conditions for any resultant award are provided in Annex E. EDC reserves the right, at its sole discretion, to revise the contract terms and conditions before issuance of a contract.

7. Organizational Information and Certification Form

In order for their quotation to be considered, the offeror must complete and submit the Organizational Information and Certification Form included in Annex A to this RFQ and submit all the attachments required by Annex A to this RFQ.

8. Annexes

Annexes A – E follow this page.

Annex A—Organizational Information and Certification Form

The Offeror must ensure that this form is duly completed and correctly executed by an authorized officer of the Offeror’s company. Please check each appropriate box and/or fill in ALL applicable lines below.

A1. Organizational Information

Full legal name of the Offeror’s company:

Year the Offeror’s company was established:

Contact information regarding the quotation:

1. Individual’s full name and title:
2. Full office address:
3. Telephone number:
4. Fax number:
5. Email address:

Offeror’s Dun & Bradstreet Number:

The Offeror certifies, by checking the applicable box(es), that:

☐ The Offeror is a non-U.S. entity and it operates as:

☐ a corporation organized under the laws of (country name),

☐ an individual,

☐ a partnership,

☐ a nongovernmental nonprofit organization,

☐ a nongovernmental educational institution,

☐ a governmental organization,

☐ an international organization, or

☐ a joint venture.

☐ The Offeror is a U.S. entity and:

1. it operates as:

☐ a corporation incorporated under the laws of the State of (state name),

☐ an individual,

☐ a partnership,

☐ a nongovernmental nonprofit organization,

☐ a state or local governmental organization,

☐ a private college or university,

☐ a public college or university,

☐ an international organization, or

☐ a joint venture.

2. its status is (check all that apply; the NAICS code for this procurement is 441110):

☐ Small Business (SB) (self-certification)

☐ Small Disadvantaged Business (SDB) (self-certification)

☐ HUBZone Small Business (self-certification not available), certification issued by

☐ Woman Owned Small Business (WOSB) (self-certification)

☐ Veteran Owned Small Business (VOSB) (self-certification)

☐ Service-Disabled Veteran Owned Small Business Concern (SDVOSP) (self-certification)

☐ Large Business (LB)

☐ Other Certification, certification:

In addition to the above, the Offeror complies with the Small Business Administration’s Table of Size Standards. (See www.sba.gov for additional information.)

A2. References

Names, email addresses, telephone numbers and contact people at three organizations (preferably in Liberia) to which the Offeror has provided services of a similar or larger size and scope during the last 24 months, whom EDC can call on as references, and a description of the services provided to each organization. It is recommended that the Offeror alert the contacts that their names have been submitted and that they are authorized to provide performance information if requested by EDC.

Reference #1:

Organization Name:

Contact Person:

Email Address:

Telephone Number:

Type of Services Provided:

Value of the Services Provided:

Month and Year During Which Services were Provided:

Reference #2:

Organization Name:

Contact Person:

Email Address:

Telephone Number:

Type of Services Provided:

Value of the Services Provided:

Month and Year During Which Services were Provided:

Reference #3:

Organization Name:

Contact Person:

Email Address:

Telephone Number:

Type of Services Provided:

Value of the Services Provided:

Month and Year During Which Services were Provided:

A3. Incorporation, Registration, Litigation, and Taxes

The following documents must be included in your quotation.

Documentation showing the Offeror’s current legal incorporation in the country in which it is incorporated:

☐ Attached

A copy of the Offeror’s currently active registration in Liberia, demonstrating that the organization can legally operate in Liberia, if the Offeror will complete any work under a contract resulting from this RFQ in Liberia.

☐ Attached

☐ Offeror certifies that it will not complete any work under a contract resulting from this RFQ in Liberia and further certifies that it can legally operate in the country(ies) in which all work under a contract resulting from this RFQ will take place.

Information regarding any current lawsuits, legal proceedings, court cases, or other litigation in which the Offeror, or any of the entities in the collaboration, are involved, regardless of jurisdiction where the litigation resides.

☐ Attached

☐ Offeror certifies that it is not currently involved in any lawsuits, legal proceedings, court cases, or other litigation.

A4. Key Individuals

The names and titles of the Offeror’s key individuals are:

(a) the principal officers of the organization’s governing body (e.g., chairman, vice chairman, treasurer and secretary of the board of directors or board of trustees):

(b) the principal officer and deputy principal officer of the organization (e.g., executive director, deputy director, president, vice president):

(c) the program manager(s) for the proposed contract:

(d) any other person who will have significant responsibilities for administration of the US Government-financed activities or resources under the proposed delivery of the services:

A5. Awareness and Agreement to the Content of this RFQ

By signing this form, the Offeror attests to its awareness and agreement to the content of this RFQ and all accompanying calendar schedules and terms and provisions contained herein, including but not limited to the payment terms in Section 6.

A6. Compliance With Applicable Laws and Regulations

By signing this form, the Offeror agrees to comply with all applicable U.S. federal laws and regulations including those governing affirmative action, E-Verify, equal employment opportunity, use of human participants in research, disabilities, prohibitions against supporting terrorism, prohibitions on human trafficking and prohibitions against discrimination, and, if the value of the contract resulting from this RFQ is $10,000 or more, Executive Order 13496, Notification of Employee Rights Under Federal Labor Laws, see 29 CFR Party 471, Appendix A to Subpart A. Offeror hereby certifies that it is not delinquent on any State or Federal tax. Offeror will cooperate with EDC in its efforts to comply with all laws, regulations and any award terms and conditions imposed by EDC by the sponsor(s) of this project.

A7. Debarment and Suspension

The Offeror further certifies that their firm (check one):

☐ IS

☐ IS NOT

currently debarred, suspended, or proposed for debarment by any United States federal entity. The undersigned agree to notify EDC of any change in this status, should one occur, until such time as an award has been made under this procurement action.

A8. Quotation Validity

This quotation is submitted in response to an RFQ issued by EDC. The undersigned is a duly authorized officer and hereby certifies that:

Offeror’s Name

agrees to be bound by the content of this Quotation and agrees to comply with the terms, conditions and provisions of the referenced RFQ. The Quotation shall remain in effect for a period of 12 calendar months as of the Due Date of the RFQ.

A9. Authorized Negotiators

Person[s] authorized to negotiate on behalf of this firm for purposes of this RFQ are:

A10. Signature

Signature of Authorized Officer:

Annex B—Definitions (U.S. Entities Only)

Small Business (SB)

The Small Business Administration (SBA), for most industries, defines a “small business” either in terms of the average number of employees over the past 12 months, or average annual receipts over the past three years. In addition, SBA defines a U.S. small business as a concern that: is organized for profit; has a place of business in the US; operates primarily within the U.S. or makes a significant contribution to the U.S. economy through payment of taxes or use of American products, materials or labor; is independently owned and operated; and is not dominant in its field on a national basis. The business may be a sole proprietorship, partnership, corporation, or any other legal form. In determining what constitutes a small business, the definition will vary to reflect industry differences, such as size standards (reference NAICS (www.census.gov/eos/www/naics/).

Small Disadvantaged Business (SDB)

A Small Disadvantaged Business (SDB) is a small business that is at least 51 percent owned by one or more individuals who are both socially and economically disadvantaged.

The SBA defines socially disadvantaged groups as those who have been, historically, subjected to “racial or ethnic prejudice or cultural bias” within the larger American culture. Identified groups include: African Americans, Asian Pacific Americans, Hispanic Americans, Native Americans and Subcontinent Asian Americans. Members of other groups may qualify if they can satisfactorily demonstrate that they meet established criteria.

Economically disadvantaged individuals are defined as those for whom impaired access to financial opportunities has hampered the ability to compete in the free enterprise system, in contrast to people in similar businesses who are not identified as socially disadvantaged.

HUBZone Small Business – Historically Underutilized Business Zone

A small business concern that appears on the list of Qualified HUBZones Small Businesses maintained by the US Small Business Administration. To determine if your business is located in a HUBZone, or to apply online, go to The Small Business Administration’s HUBZone website https://eweb1sp.sba.gov/hubzone/internet/index.cfm.

Woman-owned Small Business (WOSB)

A small business that is at least 51 percent owned and actively managed by one or more women with either U.S. citizenship or U.S. resident alien status. Learn more at SBA’s Office of Women’s Business Ownership at http://www.sba.gov/aboutsba/sbaprograms/onlinewbc/index.html.

Veteran-Owned Small Business (VOSB)

A small business concern that is:

1. At least 51% unconditionally owned by one or more veterans as defined at 38 U.S.C. 101(2) or, in the case of any publicly owned business, at least 51% of the stock of which is unconditionally owned by one or more veterans; and
2. The management and daily business operations of which are controlled by one or more veterans.

Learn more at SBA’s Office of Veterans Business Development http://www.sba.gov/aboutsba/sbaprograms/ovbd/index.html.

Service-Disabled Veteran-Owned Small Business Concern (SDVOSB)

A small business concern that is:

1. At least 51% unconditionally owned by one or more service-disabled veterans or, in the case of any publicly owned business, at least 51% of the stock of which is unconditionally owned by one or more service-disabled veterans, and;
2. The management and daily business operations of which are controlled by one or more service-disabled veterans, or in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

“Service-Disabled Veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service connected as defined in 38 U.S.C. 101(16). Learn more at the US Dept. of Veteran Affairs http://vabenefits.vba.va.gov/vonapp/main.asp.

NAICS

The North American Industry Classification System (NAICS) is the standard used by Federal statistical agencies in classifying business establishments for the purpose of collecting, analyzing, and publishing statistical data related to the U.S. business economy. For more information go to NAICS at http://www.census.gov/eos/www/naics/.

Annex C—RFQ Checklist

Please check the boxes in the column entitled “submitted” to ensure inclusion of all items in your submission.

Annex D. Price Template

Lot 1: Office supplies

Lot 2: Kitchen supplies

Annex E

EDC General Terms and Conditions

GENERAL TERMS AND CONDITIONS

1. Professional Services (“Provider”) agrees to perform services as set forth in the specifications, (“Services”) and EDC agrees to pay Provider upon satisfactory completion and acceptance of the work in accordance with the terms of this agreement (“Agreement”).

2. Provider will submit invoices to the EDC Representative within thirty (30) days of completion of Services. EDC will not process an invoice that is not supported by a fully executed Agreement. It will take EDC at least thirty (30) days to process invoices once they have been approved by the Project Director.

1. If this is a Time at Fixed Unit Rates Agreement, the Provider will maintain accurate records of time worked. Provider will make such records available to EDC or its representatives upon reasonable request. Invoices will include the dates of Services and a description of the Services provided during the period covered by the invoice, in addition to the rates, units, and item descriptions for other EDC-authorized expenses. Invoices should be submitted to EDC on the invoice template.. Alternatively, Provider’s invoice format may be accepted as long as it includes all of the information and documentation required in Attachment C.

1. If this is a Fixed Price Agreement, the Provider will submit invoices that include the Agreement number, dates of Services, a description of the Services provided during the period covered by the invoice, the scheduled payments including a description of milestones and deliverables, and item descriptions for other authorized expenses on the invoice. Invoices should be submitted to EDC on the invoice template. Alternatively, Provider’s invoice format may be accepted as long as it includes all of the information and documentation required in Attachment C.

1. Additional EDC pre-approved costs will be paid in accordance with Section 3 of the cover page. All EDC pre-approved costs must be itemized. Travel costs must also be itemized, and the names of all travelers, dates, and purpose of all trips must be included on the invoice. Travel costs will be reimbursed in accordance with EDC policy. The Provider will maintain accurate records of authorized expenses submitted for reimbursement. Provider will make such records available to EDC or its representatives upon reasonable request. EDC will not be responsible for costs not specifically approved in accordance with the terms of this Agreement.

1. Provider will submit invoices for allowable costs no later than 30 days after the end of each month. Invoices that do not conform to this Section 2 may not be paid.

1. Provider certifies that EDC will not be billed for Services paid by other entities or by EDC under any other agreement.

1. Payments to contractors for a calendar year will be reported as per IRS regulations; accordingly, EDC will issue a 1099 that will include all fees and expense reimbursements. Contractors are responsible for maintaining copies of expense documentation for their allowable tax deductions.

3. Provider’s relationship to EDC is that of an independent contractor. Provider certifies that he/she will not present or allege or claim to third persons in any manner whatsoever that he/she is employed by EDC. Provider further certifies that Provider makes his or her services available to the public through an independently established trade, occupation, profession, or business and is licensed as required by applicable law or is part of a separate legally incorporated business, and that EDC is not Provider’s sole client for this type of service. Provider shall determine the method, details, and means of performing the Services. EDC may not control, direct, or otherwise supervise Provider’s assistants or employees in the performance of the Services. Provider will not use EDC facilities to perform the Services and Provider is free to make business decisions which affect Provider’s profit or loss. Nothing in this Agreement is intended to create a partnership, agency, employer, employee, or joint venture relationship. Provider will be responsible for all taxes arising from compensation and other amounts paid under this Agreement and shall be responsible for all payroll taxes and fringe benefits of Provider’s employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by EDC on behalf of Provider or Provider’s employees. Provider and Provider’s employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan, of EDC. No workers’ compensation insurance shall be obtained by EDC covering Provider or Provider’s employees. If the work is to be performed in the U.S., Provider certifies that Provider is authorized to work in the U.S. under U.S. Law.

4. Provider hereby agrees to indemnify, defend, and hold EDC harmless from and against all costs (including reasonable expenses and attorneys’ fees) incurred by or imposed on EDC in connection with any alleged claims, actions, suits, or judgments related to a breach of Provider’s warranties and representations under the Agreement. Provider shall perform the Services for EDC at Provider’s own risk and accordingly, hereby releases EDC and its officers, directors, trustees, employees, agents, respective heirs, legal representatives, successors and assigns, from any and all claims and liability arising from Provider’s fulfillment of the obligations related to this Agreement.

Provider hereby acknowledges and agrees that travel poses inherent dangers including but not limited to criminal or terrorist acts and exposure to endemic diseases. Provider acknowledges and agrees that EDC has made no representation concerning Provider’s safety while on travel for EDC. Provider assumes all responsibility for understanding the inherent risks and any injury or damage that might result.

5. Provider is advised to carry general comprehensive liability insurance in an amount consistent with industry standards.

6. All data, documentation, specifications, models, computer programs and code, and other technical and business information furnished or disclosed to Provider by EDC is the property of EDC and shall be treated as EDC confidential information (collectively, “Confidential Information”). Unless such Confidential Information was previously known to Provider free of any obligation to keep it confidential, or is subsequently made public by EDC, Provider will use reasonable safeguards, including, if applicable commercially reasonable data security measures, that are appropriate for securing and protecting the type and amount of Confidential Information at issue. Provider will use the Confidential Information only for the purposes of performing the Services. Provider will immediately notify EDC of any unauthorized disclosure or use of Confidential Information and will take all actions (i) that it would take itself with regard to its own Confidential Information under such circumstances and (ii) that EDC may reasonably request, to prevent any further unauthorized disclosure or use. At the end of the performance period, all copies will be returned to EDC or destroyed, as requested by EDC.

7. Provider and EDC agree that all written material, software programs, code, and documentation, and intangible or tangible inventions arising out of the performance of this Agreement, shall belong to EDC (collectively, the “Deliverables”). Provider agrees that the Deliverables are specially commissioned and works made-for-hire, and that EDC is deemed the author for copyright purposes. Notwithstanding anything to the contrary, to the extent that ownership in the Deliverables or any part thereof does not vest in EDC as a work made for hire, Provider hereby irrevocably and exclusively assigns and transfers in whole to EDC all of its right, title, and interest in and to the Deliverables. Provider hereby waives any rights to the Deliverables afforded by the U.S. Visual Artists Rights Act, and all so-called “moral rights” to the Deliverables afforded under the law of any country. Provider will, at EDC’s request, execute documents required to vest ownership in all right, title and interest in and to the Deliverables in EDC. Provider will acquire all rights as necessary to provide EDC the rights agreed to be conveyed and will appoint EDC as attorney-in-fact to execute required documents. Provider will treat Deliverables as EDC Confidential Information. Provider will not incorporate any works in the preparation of Deliverables unless such works and their owners (including the owners of any intellectual property rights embodied therein) are identified in advance and in writing to EDC. If such works consist of or incorporate any materials owned by third parties, Provider warrants that he/she has the authority to grant to EDC unrestricted rights and licenses, free of any claim of rights by any other person or entity.

8. EDC may terminate the Agreement for any reason with fourteen (14) days prior written notice. EDC will not be liable for any payments accruing after notice of termination without EDC’s approval.

9. If Section 7 or the technical specification of this Agreement identifies any individual(s) as Key Personnel then no substitution for such individual(s) may be made unless agreed to by EDC in writing. In the event Provider anticipates that any Key Personnel may become unavailable or have reduced availability to perform hereunder, Provider will give EDC reasonable notice of the same and justification in writing, sufficient to permit EDC to assess the impact of their unavailability or reduced availability. Any substitutions for Key Personnel proposed by Provider shall be, in skills and experience, equal to or superior than the departing Key Personnel.

10. Provider Representations and Warranties. In addition to representations and warranties contained in Section 6, Provider hereby agrees to perform the Services in accordance with industry standards and that the work product will be delivered to EDC with no restrictions or obligations that would impair EDC’s rights under this Agreement. All work product containing software that is delivered pursuant to this Agreement will conform to written specifications and will be free of “bugs”, viruses, or similar defects that would render the work product unfit for its intended use.

11. Delivery. Timely delivery of the Services is of the essence of this Agreement. In the event Provider knows or has reason to know of a delay or possible delay, Provider will immediately provide written notice thereof, including all relevant information, to EDC. Receipt of such notice by EDC will not constitute a waiver by EDC of the delivery schedule, or any of EDC’s rights or remedies under this Agreement. In the event of nonconformance or rejection of delivery, Provider will have fifteen (15) business days to modify the work product so that it meets all written specifications (the “Cure Period”). In the event Provider is unable to deliver work in conformance with the written specifications and be accepted by EDC within the Cure Period, EDC may terminate this Agreement, withhold payment, or receive a full refund of all payments made to Provider pursuant to this Agreement.

12. Force Majeure. The Parties to this Agreement will be excused from any performance required hereunder if such performance is rendered impossible or impracticable due to any catastrophes or other major events beyond their reasonable control, including without limitation, war, riot and insurrection; laws, proclamations, edicts, ordinances or regulations; epidemics; states of emergency; government shutdowns, strikes, lockouts or other serious labor disputes; and floods, fires, earthquakes, explosions or other natural disasters. A party affected by force majeure will take all reasonable measures to remove such party’s inability to fulfill its obligations hereunder with a minimum of delay. The affected party will notify the other party of such event as soon as possible, providing evidence of the nature and cause of such event, and will similarly give notice of the restoration of normal conditions as soon as possible. When such events have abated, the Parties’ respective obligations hereunder will resume; provided, however, that EDC may terminate this Agreement, at its option, if Provider is rendered unable to perform its obligations hereunder by an event or events of force majeure for more than a total of one hundred and twenty days (120) within any twelve-month period during the Term.

13. The failure of EDC to enforce any right under this Agreement is not a waiver of that right.

14. Provider may not transfer or subcontract any part of this Agreement to another party, without EDC prior written consent.

15. Provider agrees not to use the prime sponsor or EDC’s name or make reference to any prime sponsor or EDC employees in publications, news releases, advertising, speeches, technical papers, photographs, sales promotions, or publicity purposes of any form related to this work or data developed hereunder, unless Provider has received express written approval from EDC prior to such use.

16. This is the entire agreement with respect to its subject matter and there are no other agreements, either written or oral. It may be modified only by written amendment, executed by authorized representatives of both parties.

17. The interpretation of this Agreement and transactions or disputes under it shall be governed by the laws of the Commonwealth of Massachusetts, U.S.A.

18. Sections 3, 4, 6, 7, 15 and 17 will survive termination of this Agreement.

19. Provider agrees to comply with all applicable federal laws and regulations, including:

1. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Provider agrees to comply with all applicable standards for contracts in excess of $150,000.
2. Debarment and Suspension (Executive Orders 12549 and 12689). Provider hereby certifies that neither he/she, nor any principal of the organization, is presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency, and is not delinquent on any State or Federal tax.
3. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Provider 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 Federal contract, grant or any other award covered by 31 U.S.C. 1352. Provider must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. This provision must be included in all contracts, subcontracts or subawards exceeding $100,000 awarded hereunder.
4. Procurement of recovered materials (2 CFR 200. 323). For Providers that are a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.
5. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Provider agrees to comply with Section 889 of the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2019 (Public Law 115-232) and Federal Acquisition Regulation subpart 4.21, and 52.204-25 “Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment” (AUG 2020) which prohibits procuring or obtaining covered telecommunications equipment, services, or systems produced by Huawei Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company or any subsidiary or affiliate of those companies. Provider will not provide any prohibited services or equipment to EDC. If Provider discovers any covered equipment or services are being provided during the contract performance, then within one business day of such discovery the Provider must notify EDC and provide any information required for compliance purposes.
6. Domestic Preference for Procurements 2 CFR 200. 322. To the greatest extent practicable, Provider shall provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products).
7. Provider will comply with applicable prohibitions against discrimination on the basis of: race, color, or national origin, in Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d, et seq.); race, color, religion, sex, or national origin, in Executive Order 11246 [3 CFR, 1964-1965 Comp., p. 339], as implemented by Department of Labor regulations at 41 CFR Part 60; sex or blindness, in Title IX of the Education Amendments of 1972 (20 U.S.C. 1681, et seq.); age, in the Age Discrimination Act of 1975 (42 U.S.C. 6101, et seq.), as implemented by Department of Health and Human Services regulations at 45 CFR part 90; handicap, in: Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as implemented by Department of Justice regulations at 28 CFR Part 41, The Architectural Barriers Act of 1968 (42 U.S.C. 4151, et seq.), and Americans with Disabilities Act 42 USC 12101 et. Seq.; religion, in Executive Order 13798 and the Attorney General’s Memorandum of October 6, 2017, as implemented at 2 CFR 200.300; disability 41 CFR 60-741.5(a), which prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities; veterans 41 CFR 60-300.5(a), which prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime contractor and subcontractors to employ and advance in employment qualified protected veterans.
8. Employment Eligibility Verification E-Verify (48 CFR 52.222-54). For contracts for commercial or noncommercial services or construction, has a value more than $3500, and includes work performed in the United States, Provider will enroll in e-Verify and verify new employees.
9. Common Federal Policy for the Protection of Human Subjects as codified by 45 CFR 46. Provider will comply with requirements on the use of human participants in research.
10. Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, dated September 23, 2001.
11. Trafficking Victims Protection Act of 2000 (22 U.S.C. 7104(g)) as implemented by 2 CFR 175.
12. Notification of Employee Rights Under Federal Labor Laws, see 29 CFR Part 471, Appendix A to Subpart A, Executive Order 13496. If the value of this Agreement is $10,000 or more.
13. Prohibition on Contracting for hardware, software, and services developed or provided by Kaspersky lab and other covered entities (FAR 52.204-23). Provider is prohibited from contracting for hardware, software, and services developed or provided by Kaspersky Lab, and successor entity to Kaspersky Lab; any entity that controls, is controlled by, or is under common control with Kaspersky Lab; or any entity of which Kaspersky Lab has majority ownership.

Provider is obligated to understand the rules and regulations that govern this Agreement. Provider will cooperate with EDC in its efforts to comply with all laws, regulations and any award terms and conditions imposed on EDC by the sponsor(s) of this project.