REQUEST FOR QUOTATIONS (RFQ)
Procurement of Portable hand-held Megaphone with siren
RFQ No: 082026-30597.0001 and 30568.0001 (PRO 1 and 2)
Part A: Cover Page
RFQ Issuance Date: August 10, 2026
Questions Due Date/Time: August 13, 2026, between 10am to 4pm Nigeria time.
Quotation Due Date/Time: August 16,2026 by 5:30pm
Procurement Description: JSI is seeking a vendor to supply handheld portable megaphones as per details below to 8 Project states namely (Lagos, Bayelsa, Edo, Imo, Jigawa, Kano, Kaduna, Enugu and Rivers).
Delivery Address: To be delivered and received by JSI State Immunization Leads located in the various State Primary Health Care Development Agencies and Board for the respective state above (Contacts will be shared with final vendor)
The 30597.0001 and 30568.0001 (PRO 1 and 2) Immunization project, implemented by JSI Research & Training Institute, Inc. (JSI), is soliciting quotations from eligible and qualified Offerors for the supply and delivery of handheld portable megaphones under a vendor agreement.
JSI intends to issue a fixed-price contract to the Offeror that best meets the objectives of this solicitation based on the evaluation review criteria described in this Request for Quotations (RFQ), subject to a risk assessment. Qualified Offerors interested in submitting a quotation are encouraged to read this RFQ thoroughly to understand the product specifications and requirements, quotation submission requirements, and evaluation and selection process. The 30597.0001 and 30568.0001 (PRO 1 and 2) Immunization project is funded by 30597.0001 and 30568.0001 (PRO 1 and 2), and is subject to all applicable regulations and provisions.
This document is a request for quotations only, and in no way obligates JSI or the Funding Source to make any award; nor does it commit JSI to pay for any costs incurred in preparation or submission of comments/suggestions or a quotation. Quotations are submitted at the risk of the Offeror. All preparation and submission costs are at the Offeror's expense.
Interested Offerors should submit their most competitive quotation in accordance with the instructions and requirements of the RFQ.
This RFQ includes the following parts:
PART A: Cover Page
PART B: Instructions to Offerors
PART C: Product Specifications and Requirements
PART D: Sample Quotation Form
PART E: Evidence of Responsibility
PART F: Certifications and Representations
PART G: General Terms and Conditions
PART H: Prime Award Flow Down Terms and Conditions
JSI is committed to the highest standards of ethics and integrity in procurement. JSI has zero tolerance for fraud and strictly prohibits bribes, kick-backs, gratuities, and any other gifts in-kind or in monetary form. JSI also strictly prohibits collusion (bid rigging) between offerors, and between offerors and JSI staff. JSI selects offerors on merit and will only engage offerors who demonstrate strong business ethics. Offerors must not participate in bid-rigging or attempt to offer any fee, commission, gift, gratuity or any compensation in-kind or in monetary form to JSI employees. Offerors who do so will be disqualified from doing business with JSI. Additionally, JSI has a conflict of interest policy that requires staff to disclose when there is a potential conflict of interest due to the staff-member's relationship with an offeror, and if necessary, to refrain from participation in a solicitation involving that offeror. If at any time your organization has concerns that an employee has violated JSI policy, you may submit a report via JSI's Code of Conduct Helpline at: www.jsi.ethicspoint.com.
Part B: Instructions To Offerors
Definitions
Offeror: The business entity providing a quotation for the goods requested under this RFQ.
Contract: The vendor agreement expected to be issued to the selected Offeror.
Vendor: The business entity awarded a Contract for the goods requested under the RFQ.
Funding Source: The primary funding source financing the activity through JSI. The Funding Source for this solicitation is 30597.0001 and 30568.0001 (PRO 1 and 2).
ELIGIBILITY INFORMATION
This RFQ is open to all eligible companies that meet the following eligibility criteria:
The Offeror must be a legally registered business entity;
The Offeror must have demonstrated experience supplying goods described in Part C; and,
The Offeror must be a responsible entity and have sufficient financial resources and operational capabilities to implement the terms of reference.
GENERAL submission INSTRUCTIONS
Offerors are encouraged to read the RFQ document in its entirety and ensure that their quotation addresses all of the items cited in the quotation instructions and meets the selection criteria. All quotations must be submitted by the deadline established on the Cover Page of this RFQ. Quotations received after this due date and time will not be accepted for consideration.
Interest
All Offerors interested in submitting a quotation in response to this RFQ must indicate their interest by notifying JSI through the email provided on the Cover Page, with the subject line "RFQ No: 082026-30597.0001 and 30568.0001 (PRO 1 and 2)". This will ensure all interested Offerors are provided with responses to questions and any other communication related to the RFQ.
Questions
All questions regarding this RFQ must be in writing and submitted by the date/time and to the email address on the Cover Page of this RFQ. Questions and requests for clarification, and the responses thereto, will be circulated to all offerors who have expressed interest in this RFQ (see "a" above)]
Only written responses provided by JSI will be considered official and carry weight in the RFQ process and subsequent evaluation. Any answers received outside the official channel, whether received verbally or in writing, from any other employees of JSI or the PRO 1 and 2 Immunization projects, or any other party, will not be considered official responses regarding this RFQ.
QUOTATION INSTRUCTIONS
Offerors must submit the following information in response to this RFQ.
Cover Letter
Quotation Form
Business Information
Evidence of Responsibility Form (see Part D)
Certifications and Representations (see Part E)
Cover Letter
The Cover Letter must include:
Offeror's name and contact information (address, email, phone #);
Name and signatory of individual authorized to sign the quotation and negotiate a potential Contract;
Offeror's legal and registration status; and,
Offeror's unique registration number, and tax identification number, as applicable.
Quotation Form
Quotations must be provided on Vendor letterhead and include the following required information:
Specifications listed in Part C of this RFQ
Unit prices and total price, in Nigerian Naira
Separate cost of insurance, shipping and handling, and delivery, on an all-inclusive basis
All applicable taxes, including VAT, excise, or other taxes, must be quoted separately
Warranty information, including warranty period and coverage
Estimated delivery period of goods to the delivery address specified on the Cover Page of this RFQ
Validity period of quotation, no less than the offer Validity period established below
Offerors may use their own standard quotation format or the Sample Quotation Form provided in Part D of this RFQ. In either case, the Quotation must include all information as required in this RFQ and Part D.
Please be advised that under a fixed-price Contract the work must be completed within the specified total price. Any expenses incurred in excess of the agreed upon amount in the Contract will be the responsibility of the Vendor and not that of JSI or the Funding Source. Therefore, the Offeror is duly advised to provide its most competitive and realistic quotation to cover all foreseeable performance costs required to fulfill the requirements of this RFQ.
Business Information
Company Profile. This should include overview of Offeror's experience in the supply of goods stated in this RFQ.
Past performance information such as provision of references, client list and description of other similar procurements performed.
Valid business license/ certificate of incorporation
Evidence of Responsibility
The Offeror must complete and sign the Evidence of Responsibility Form in Part E of the RFQ and include with their Quotation.
Certifications and Representations
The Offeror must complete and sign the certifications and representations in Part F of the RFQ and include with their Quotation.
Source/Nationality
The authorized geographic code for this RFQ is 935, meaning goods can be sourced from any country except prohibited source countries.
QUOTATION REVIEW
Quotations will be preliminary reviewed for basic responsiveness and completeness. The quotations must be submitted on time and meet all requirements of the RFQ. Quotations not meeting these requirements may not receive further consideration.
JSI will evaluate responsive quotations on a "best value" basis, considering a variety of factors including but not limited to technical acceptability of offered goods/services, product quality, price, lead time for delivery, warranty and past performance.
QUOTATION VALIDITY
The Offeror's quotation must remain valid for not less than 90 calendar days after the deadline specified above. Quotations must be signed by an official authorized to bind the Offeror to its provisions.
LANGUAGE
The quotation, as well as correspondence and related documents, must be in English.
TERMS OF AWARD
The resulting award from this solicitation shall include general terms and conditions consistent with those in Part G and any of the Funding Source's prime award flow-down terms and conditions included in Part H.
Delivery Terms
All items must be delivered to the address specified on the Cover Page of this RFQ and within the timeframe or delivery dates specified in the Offeror's quotation. The Offeror must provide a realistic time for delivery of goods taking into account all the factors from receipt of the Contract to the delivery at required destination. JSI may impose financial penalties for not delivering within the committed timeframe.
NEGOTIATIONS
The Offeror's most competitive quotation is requested. It is anticipated that any Contract issued will be made solely on the basis of an Offeror's quotation. However, JSI reserves the right to request responses to additional technical and cost questions which would help in negotiating and awarding a Contract. JSI also reserves the right to conduct negotiations on technical or cost issues prior to the award of the Contract. In the event that an agreement cannot be reached with an Offeror, JSI may enter into negotiations with alternate Offerors for the purpose of awarding a Contract without any obligation to previously considered Offerors.
REJECTION OF QUOTATIONS
This document is a request for quotations only and in no way obligates JSI or the Funding Source to make any award. JSI reserves the right to reject any and all quotations received, to negotiate separately with any and all competing Offerors, without explanation, or to cancel the RFQ. Offerors whose quotation is not selected will be notified.
INCURRING COSTS
JSI is not liable for any cost incurred by Offerors during preparation, submission, or negotiation of an award for this RFQ. The costs are solely the responsibility of the Offeror.
MODIFICATIONS
JSI reserves the right, in its sole discretion, to modify the request, to alter the selection process, or to modify or amend the specifications and Terms of Reference specified in this RFQ.
Part C: Product Specifications and Requirements
S/N
Items
Specification
Quantity
Locations
1.
Megaphones
Portable hand-held Megaphone with siren;
- Volume control
- Whistle function
- Voice recording/ playback
- Auxiliary input
Power output: 20 - 25 watts
Range: 300 - 500 meters
Weight: 2 kg
Battery life: 6 - 12 hours
500
ABUJA
2.
Engraved branding of Megaphones
ENGRAVED BRANDING
The 600 Megaphones are to be engraved as follows:
BYSPHCB/JSI 01 to 40
EDSPHCDA/JSI 01 to 30
ISPHCDA/JSI 01 to 60
LSPHCB/JSI 01 to 60
JSPHCDA/JSI 001 to 100
ENSPHCDA/JSI 01 to 60
KSPHCB/JSI 01 to 80
KNSPHCMB/JSI 01 to 90
RSPHCMB/JSI 01 to 80
40
30
50
50
80
50
65
70
65
ABUJA
3.
USB Drives
2GB USB drives
500
ABUJA
Note: Brand names, if any, are for reference only. Other manufacturer's products will be considered if they meet the same salient technical specifications.
PART D: Sample Quotation Form
See sample quotation form below:
Offeror's Name and address:
__________________________________________________________________________________
__________________________________________________________________________________
Phone: ______________________________ E-mail: ______________________________________
Please note:
Prices are to be stated in Naira
All goods/services offered must be suitable for use in Nigeria.
In case of discrepancy between unit price and total, the unit price shall prevail.
All goods shall be delivered to delivery address from Cover Page.
Item No.
Product Description / Specifications (Make & Model)
Unit
Quantity
Price
Lead Time for Delivery
Unit Price
Total Price
Insurance, shipping and handling, and delivery to delivery address above
Subtotal (Exclusive of taxes)
Tax #1
Tax #2
TOTAL PRICE (inclusive of taxes)
Incoterms (if applicable): __________________________
Validity of Quote: _______ calendar days from RFQ deadline
Warranty period and description: __________________________
The Offeror agrees to furnish any or all items upon which prices are offered at the price specified herein, delivered at the designated points, within the time specified in the schedule and in accordance with the terms of this solicitation.
Authorized Signature: __________________________ Date: _________________________
Part E: Evidence of Responsibility Form
By completing each section and signing this Evidence of Responsibility Form, the Offeror confirms that it:
Has adequate financial resources or the ability to obtain such resources as required during the performance of a prospective Contract;
Please provide explanation here
Has the ability to comply with the Contract conditions, taking into account all existing and currently prospective commitments of the Offeror, non-governmental and governmental;
Please provide explanation here
Has a satisfactory record of performance. Past relevant unsatisfactory performance is ordinarily sufficient to justify a finding of non-responsibility, unless there is clear evidence of subsequent satisfactory performance;
Please provide explanation here
Has a satisfactory record of integrity and business ethics; and,
Please provide explanation here
Is otherwise qualified and eligible to receive a Contract under applicable laws and regulations.
Please provide explanation here
As an authorized representative, I certify that the information included in this Evidence of Responsibility Form is true, accurate, and complete. I understand that a false or intentionally misleading statement may result in no further consideration by JSI.
Name:
Click or tap here to enter text.
Title:
Click or tap here to enter text.
Signature:
Date:
Click or tap here to enter text.
Part F: Certifications and Representations
Certification Regarding Source and Ocean/Air Shipment
By signing and submitting this certification, the Offeror certified that:
All goods are new.
Certification Regarding Lobbying
The Offeror certifies, to the best of their knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of the Offeror, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal Cooperative Agreement, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement.
If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned must complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its instructions.
The undersigned must require that the language of this certification be included in the award documents for all subawards at all tiers (including contracts, subawards, and contracts under grants, loans, and cooperative agreements) and that all sub-awardees must certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, United States Code. Any person who fails to file the required certification will be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
Certification Regarding Responsibility Matters (Executive Order 12689)
The Offeror certifies, to the best of its knowledge and belief, that the offeror and/or any of its principals—
[ ] Are, [ ] are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;
[ ] Have, [ ] have not, within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: Commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a Federal, state or local government contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property,
[ ] Are, [ ] are not presently indicted for, or otherwise criminally or civilly charged by a Government entity with, commission of any of these offenses enumerated in paragraph (h)(2) of this clause; and
[ ] Have, [ ] have not, within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied.
Taxes are considered delinquent if both of the following criteria apply:
The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted.
The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded. (See FAR 52.209-5 for examples)
Representation Regarding Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements or Statements
By submission of its offer, the Offeror represents that it will not require its employees or subcontractors to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or subcontractors from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).
Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment
Definitions. As used in this provision—
"Covered foreign country" means The People's Republic of China.
"Covered telecommunications equipment or services" means—
Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);
Telecommunications or video surveillance services provided by such entities or using such equipment; or
Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
"Substantial or essential component" means any component necessary for the proper function or performance of a piece of equipment, system, or service.
Prohibition. Section 889(a)(1) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. The Offeror is prohibited from providing to JSI any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system. Offerors are not prohibited from providing telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.
Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services".
Representation. The Offeror represents that it [ ] will, [ ] will not provide covered telecommunications equipment or services to JSI in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation.
Certification Regarding Terrorist Financing, Implementing Executive Order 13224
By signing and submitting this application, the Offeror provides the certification set out below:
The Offeror, to the best of its current knowledge, did not provide, within the previous ten years, and will take all reasonable steps to ensure that it does not and will not knowingly provide, material support or resources to any individual or entity that commits, attempts to commit, advocates, facilitates, or participates in terrorist acts, or has committed, attempted to commit, facilitated, or participated in terrorist acts, as that term is defined in paragraph 3. The Certification in the preceding sentence will not be deemed applicable to material support or resources provided by the Offeror pursuant to an authorization contained in one or more applicable licenses issued by the U.S. Treasury's Office of Foreign Assets Control (OFAC).
The following steps may enable the Offeror to comply with its obligations under paragraph 1:
Before providing any material support or resources to an individual or entity, the Offeror will verify that the individual or entity does not (i) appear on the master list of Specially Designated Nationals and Blocked Persons, which is maintained by OFAC, or (ii) is not included in any supplementary information concerning prohibited individuals or entities that may be provided by the Client to the Offeror.
Before providing any material support or resources to an individual or entity, the Offeror also will verify that the individual or entity has not been designated by the United Nations Security (UNSC) sanctions committee established under UNSC Resolution 1267 (1999) (the "1267 Committee") [individuals and entities linked to the Taliban, Usama bin Laden, or the Al-Qaida Organization]. To determine whether there has been a published designation of an individual or entity by the 1267 Committee, the Offeror should refer to the consolidated list available online at the Committee's Web site: https://main.un.org/securitycouncil/en/content/un-sc-consolidated-list
Before providing any material support or resources to an individual or entity, the Offeror will consider all information about that individual or entity of which it is aware and all public information that is reasonably available to it or of which it should be aware.
The Offeror also will implement reasonable monitoring and oversight procedures to safeguard against assistance being diverted to support terrorist activity.
For purposes of this Certification -
"Material support and resources" means currency or monetary instruments or financial securities, financial services, lodging, training, expert advice or assistance, safe houses, false documentation or identification, communications equipment, facilities, weapons, lethal substances, explosives, personnel, transportation, and other physical assets, except medicine or religious materials."
"Training" means instruction or teaching designed to impart a specific skill, as opposed to general knowledge.
"Expert advice or assistance" means advice or assistance derived from scientific, technical, or other specialized knowledge.
"Terrorist act" means -
an act prohibited pursuant to one of the 12 United Nations Conventions and Protocols related to terrorism (see UN terrorism conventions Internet site: http://untreaty.un.org/English/Terrorism.asp); or
an act of premeditated, politically motivated violence perpetrated against noncombatant targets by subnational groups or clandestine agents; or
other act intended to cause death or serious bodily injury to a civilian, or to any other person not taking an active part in hostilities in a situation of armed conflict, when the purpose of such act, by its nature or context, is to intimidate a population, or to compel a government or an international organization to do or to abstain from doing any act.
"Entity" means a partnership, association, corporation, or other organization, group or subgroup.
References in this Certification to the provision of material support and resources must not be deemed to include the furnishing of U.S. Federal funds or commodities to the ultimate beneficiaries of Federal assistance, such as recipients of food, medical care, micro-enterprise loans, shelter, etc., unless the Offeror has reason to believe that one or more of these beneficiaries commits, attempts to commit, advocates, facilitates, or participates in terrorist acts, or has committed, attempted to commit, facilitated or participated in terrorist acts.
The Offeror's obligations under paragraph 1 are not applicable to the procurement of goods and/or services by the Offeror that are acquired in the ordinary course of business through contract or purchase, e.g., utilities, rents, office supplies, gasoline, etc., unless the Offeror has reason to believe that a vendor or supplier of such goods and services commits, attempts to commit, advocates, facilitates, or participates in terrorist acts, or has committed, attempted to commit, facilitated or participated in terrorist acts.
This Certification is an express term and condition of any agreement issued as a result of this application, and any violation of it will be grounds for unilateral termination of the agreement prior to the end of its term.
Confirmation of Offeror
By signature hereon, or on an offer incorporating these Representations and Certifications, the Offeror certifies that they are accurate, current, and complete; that these Representations and Certifications are binding on the Offeror, its successors, transferees, and assignees; and, the person or persons whose signatures appear below are authorized to sign these assurances on behalf of the Offeror.
Part G: General Terms and Conditions
Goods and Related Services: The Vendor shall deliver the goods and services described on the Purchase Order (PO), of the type, in the quantity, at the delivery date and at the price as indicated on the PO. The quantity of the goods and services shall conform in all respects to the requirements of the PO. All goods (including but not limited to materials, parts, components and sub-assemblies thereof) shall be new, unused, non-remanufactured and non-refurbished.
Inspection/Acceptance: The Vendor shall tender for acceptance only those items or services that conform to the requirements of this purchase order. JSI reserves the right to inspect or test any supplies or services that have been tendered for acceptance. JSI may require repair or replacement of nonconforming supplies or re-performance of nonconforming services at no increase in purchase order price. JSI must exercise its post acceptance rights: (1) Within a reasonable period of time after the defect was discovered or should have been discovered; and (2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item. JSI has unilateral authority to determine if the performance results have been met.
Invoice Requirements: Invoices shall be submitted prior to payment. Each invoice shall identify the Vendor's name, address, invoice number, Purchase Order number, dates of performance, units and unit prices, taxes (if applicable), and the total payment amount. It shall also specify the goods that have been delivered, the services that have been rendered, and/or the deliverables that have been delivered as a requirement for payment. Upon acceptance of the goods, services, or deliverables by JSI, payment shall be made to the Vendor as per the payment terms and in the currency stated on the purchase order.
Termination for Convenience: JSI reserves the right to terminate this purchase order, or any part, for its convenience. In the event of such termination, the Vendor 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 the purchase order, the Vendor shall be paid a percentage of the purchase order price reflecting the percentage of the work performed prior to the termination.
Termination for Cause: JSI reserves the right to terminate this purchase order, or any part, for cause in the event of any defaults by the Vendor, or if the Vendor fails to comply with the terms and conditions of the purchase order, or fails to provide JSI with adequate assurances of future performance. In the event of termination for cause, JSI shall not be liable for any amount of supplies or services not accepted, and the Vendor shall be liable to JSI for any and all rights and remedies provided by law.
Warrant: Vendor warrants that the goods and/or services delivered and rendered hereunder conform to the purchase order requirements, are free of latent defects, and are merchantable and fit for use for the particular purpose described in the purchase order (or, if no such purpose is specifically described, for the purposes for which the goods or services, as applicable, are ordinarily used).
Changes: Changes in the terms and conditions of this purchase order may be made only by written amendment issued by JSI.
Risk of loss: Unless the purchase order specifically provides otherwise, risk of loss or damage to the supplies provided under this purchase order shall remain with the Vendor until, and shall pass to JSI upon delivery of the supplies to JSI at the destination specified in the purchase order. This clause is applicable to goods only.
INDEPENDENT CONTRACTOR: The relationship between the Parties pursuant to this Purchase Order is that of independent contractors, and nothing contained herein shall be deemed to create a relationship of partners, joint ventures, agent and principal, employer and employee, or any relationship other than that of independent contractors. At no time shall either Party make any commitments or incur any charges or expenses for or in the name of the other Party.
Confidentiality: The Vendor agrees to treat all information provided by JSI or gathered during the course of providing services as confidential and privileged and to not publish or disseminate such information or otherwise share such information with any third party without the written consent of JSI. The Vendor also agrees to not use such information for any purpose other than to fulfill its obligations under this purchase order without the written consent of JSI.
RIGHTS IN WORK PRODUCT: Vendor agrees that JSI retains the entire right, title and interest in all deliverables, data, and other intellectual property produced by the Vendor under this purchase order (collectively "Work Product"). Vendor agrees that the Work Product is specially commissioned and works made-for-hire, and that JSI is deemed the author for copyright purposes. To the extent that any Work Product is not deemed work made-for-hire, Vendor hereby assigns to JSI all its right, title and interest in such Work Product.
Prices: The Prices (Unit Prices and extended prices) specified in the purchase order are firm, fixed, all-inclusive total prices including all taxes or duties as may be applicable, and covering performance of all of the Vendor's obligations under the purchase order, including, but not limited to, delivery of the goods and/or services in accordance with the purchase order delivery term and performance of all associated and related services.
Liquidated Damages: Both parties acknowledge that the time fixed for delivery in this Purchase Order/contract is of the essence as well as the difficulty of ascertaining at the time of contracting the precise nature and amount of actual damages JSI will suffer in the event of Vendor's delayed performance. In the event of delay in performance, JSI reserves the right, in addition to any other remedies under this PO, to retain as liquidated damages from any payment due the Vendor an amount equal to one percent (1%) of the cost of the PO for every complete week of delay or a part thereof, reckoning from the time fixed by the PO. The total amount of the liquidated damages shall, however, be limited to ten percent (10%) of the value of the delayed contract. The parties agree that these amounts represent a reasonable estimate of the actual damages anticipated at the time of contracting, and confirm they have been negotiated and agreed upon.
Debarment, Suspension, Ineligibility and Voluntary Exclusion: The Vendor certifies that neither it nor its principals is presently debarred, suspended, proposed for disbarment, excluded or otherwise disqualified from participation in this transaction by any U.S. Federal Government department or agency, and is not delinquent on any State or Federal tax.
Compliance with U.S. Sanctions: The Vendor represents that: 1) it and, to the best of its knowledge, its owners, principals, and affiliates are not subject to economic sanctions administered by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury, and; 2) except as authorized by OFAC, the goods delivered under this contract, including any component or ingredient thereof, are not manufactured in a sanctioned country or sourced from a country, person or organization subject to OFAC sanctions.. Entities and individuals subject to economic sanctions are included in OFAC's List of Specially Designated Nationals and Blocked Persons at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx.
Implementation of E.O. 13224 - Executive Order on Terrorist Financing: The Vendor is reminded that U.S. Executive Orders and U.S. law prohibits transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. This includes individuals or entities that appear on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Treasury (online at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx) or on the United Nations Security Council consolidated list (https://www.un.org/securitycouncil/content/un-sc-consolidated-list). It is the legal responsibility of the Vendor to ensure compliance with these Executive Orders and laws.
CODE OF CONDUCT AND Mandatory Disclosures:
JSI is committed to high standards of ethics and integrity and expects the same from its partners. Vendor shall conduct itself in an ethical manner and in compliance with applicable laws. This includes exercising due diligence to prevent and detect fraud, and other criminal or unethical conduct.
Vendor certifies that no actual or potential conflict of interest exists that would conflict in any manner or degree with the performance of its obligations under this purchase order. The Vendor must disclose to JSI any actual or potential conflicts of interest that currently exists or that arises during performance.
Vendor will not offer or accept money, gifts, or other things of value directly or indirectly for the purpose of improperly influencing any act or decision relating to this purchase order. Vendor certifies that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any agency, Member of Congress, or employee or officer thereof on its behalf in connection with the awarding of this purchase order.
If this is a Purchase Order for services, Vendor shall not discriminate against any of the intended beneficiaries of the program for which services are provided, such as, but not limited to, by withholding, adversely impacting, or denying equitable access to the benefits provided through the program on the basis of any factor not expressly stated in this PO.
JSI has zero tolerance for human trafficking, any form of exploitation, sexual abuse, or child abuse and neglect. That zero tolerance extends to the actions of its business partners and their employees.
JSI's Anti-Trafficking Policy is incorporated into this purchase order. This policy prohibits Vendor and its employees, subcontractors, and subcontractor employees from engaging in trafficking in persons, procurement of commercial sex acts, use of forced labor, and other acts that directly support or advance trafficking in persons. This policy also requires that Vendor immediately report to JSI any information obtained that alleges that any employee, subcontractor, or subcontractor employee has engaged in trafficking in persons, procured commercial sex acts, or used forced labor in the performance of this purchase order. By signing this purchase order, the Vendor confirms that the Vendor has read, understands and agrees to comply with the JSI/WEI Anti-Trafficking Policy posted at http://www.jsi.com/anti-trafficking-policy.
JSI's Protection from Sexual Exploitation and Abuse (PSEA) Standards of Behavior and Child Safeguarding Standards of Behavior are incorporated into this purchase order. Vendor agrees to comply with these standards and to prohibit its personnel, subcontractors, and other agents from engaging in exploitation, sexual abuse, child abuse, or child neglect, supporting or advancing these actions, or intentionally ignoring or failing to act upon allegations of these actions. Behaviors prohibited by these Standards include, but are not limited to: sexual activity with children; the sexual, physical or emotional abuse of children, including child labor; sexual relations with beneficiaries that involve improper use of rank or position, and; the exchange of money, employment, goods or services for sex, including sexual favors, or other forms of humiliating, degrading or exploitative behavior toward children and other vulnerable populations.
Vendor must immediately report to JSI any credible allegations of exploitation, sexual abuse, or child abuse and neglect related to this purchase order. JSI's PSEA Standards of Behavior and Child Safeguarding Standards of Behavior are included in JSI's Safeguarding Policy posted at https://www.jsi.com/safeguarding-policy/
Vendor is responsible for maintaining procedures to prevent and address violations of these anti-trafficking and safeguarding requirements. Vendor's violation of these policies may result in termination of the purchase order, along with additional action as required (e.g., referral to appropriate authorities or funder).
In addition to the other reporting requirements of this clause, Vendor must disclose to JSI, in a timely manner, any credible evidence received that alleges fraud, conflict of interest, bribery, gratuity violations, or discrimination potentially affecting this purchase order or the prime contract. Vendor shall not discharge, demote, or otherwise discriminate against any employee as a reprisal for the employee making any disclosures under this provision to JSI, a Member of Congress, or an authorized official of a Federal agency.
Vendor must submit the mandatory disclosures or reports required by this clause to the JSI Code of Conduct Helpline via telephone number 1-855-715-2899 or online at www.jsi.ethicspoint.com.
Compliance with Laws: Vendor certifies that it shall comply with the laws of the country or countries where the purchase order will be performed, and its employees are authorized to work in the U.S. under U.S. law, and in the country or countries of performance. Vendor explicitly warrants that it is in compliance with all applicable federal, state and local laws, as amended, including, as applicable, 41 CFR 60-1.4, 41 CFR 60-250.4, and 41 CFR 60-741.4, with respect to nondiscrimination in employment on the basis of race, religion, color, national origin, or sex, equal opportunity, affirmative action, employment of disabled veterans, and veterans of the Vietnam era, and employment of the handicapped.
Remedies: Violation of any of the terms and conditions of this purchase order constitutes grounds for termination of the assignment and may result in the Vendor being barred from future assignments with JSI. The exercise of these rights does not limit JSI's right to also seek any and all other legal remedies.
INDEMNIFICATION: The Vendor shall indemnify and hold JSI harmless from any claim, suit, loss, damage, cost or expenses (including reasonable attorneys' fees) arising out of or in connection with the Vendor's negligence, willful misconduct, breach of this PO, or other legal wrong-doing in any way connected with activities under this PO.
DISPUTES: In the event of any claims or disputes arising from or relating to this Purchase Order, the parties shall use their best efforts to settle the claims or disputes. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they fail to reach such a solution within sixty (60) days, either Party may refer the matter to arbitration, which shall be the exclusive method of resolving such disputes. The arbitration shall be conducted in Boston, Massachusetts or, if JSI determines at its sole discretion it would be more convenient, in the country of performance. The arbitration shall be administered by the American Arbitration Association's International Centre for Dispute Resolution in accordance with its International Arbitration Rules before a single arbitrator appointed in accordance with such rules. The results of arbitration shall be final and binding on the Parties and shall be in lieu of any other remedy. Judgment may be entered upon the award in any court of competent jurisdiction.
force majeurE: Neither party shall be liable in damages for any default in performing hereunder if such default is caused by a force majeure event, including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
GENERAL:
This Purchase Order is the sole and entire agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements, and documentation relating to the subject matter hereof. This Purchase Order may be amended only by an instrument executed by the authorized representatives of both parties.
Every provision of this Purchase Order is intended to be severable. If any term or provision of this Purchase Order is illegal or invalid for any reason, the illegality or invalidity shall not affect the legality or validity of the remainder of this Purchase Order, and all other provisions of this Purchase Order shall remain in full force and effect.
This Purchase Order shall be interpreted in accordance with the substantive law of the Commonwealth of Massachusetts.
Part H: Prime Award Flow Down Terms and Conditions
The following provisions from JSI's prime award with the Funding Source will be included in the contemplated Contract. Offerors should familiarize themselves with these provisions before submitting a quotation.
Except where a different meaning is obviously intended:
All references to the Funding Source shall be deemed to mean "JSI"
All references to "Contractor," or a similar designation shall be deemed to mean "Vendor"