docDescription: Prepare and Deliver Business Retention ... Local Economic Development Offices in 32 Municipalities
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Description: Prepare and Deliver Business Retention ... Local Economic Development Offices in 32 Municipalities
Page 1 of 32 REQUEST FOR PROPOSALS (RFP) RFP Number:036 Description: Prepare and Deliver Business Retention and Extension training program for Local Economic Development Offices in 32 Municipalities For: Contracting Entity: Funded by: Sustainable Local Development Project (SLD) Chemonics International Inc. United States Agency for International Development (USAID) Contract No. AID-169-C-00-11-00102 RFP Issue Date: August 15, 2014 Questions Due: August 22, 2014 Proposals Due: September 1, 2014 by 16:00 Place of Performance: Serbia Offerors are encouraged to read this RFP in its entirety (including any and all attachments), paying specific attention to the instructions and requirements included herein. Issuance of this solicitation does not, in any way, obligate Chemonics to award a subcontract, nor does it commit Chemonics to pay for costs incurred in the preparation and submission of a proposal. All recipients of this RFP shall treat all information and details included herein as private and confidential. Content of RFP: Section 1: Section 2: Section 3: Section 4: Introduction Scope of Work Proposal Instructions Evaluation Criteria and Basis for Award Annex A: COVER LETTER Annex B: REQUIRED REPRESENTATIONS AND CERTIFICATIONS Annex C: GUIDE TO CREATING A FINANCIAL PROPOSAL Annex D: FIXED PRICE SUBCONTRACT TERMS AND CONDITIONS Annex E: Sample Marketing Plan prepared for Novi Pazar companies Page 2 of 32 1. INTRODUCTION___________________________________________________________ The USAID Sustainable Local Development Project (SLD) is a five-year program designed to improve the capacity of Serbian municipal governments, business advocacy groups, and civil society organizations in creating and implementing policies, procedures, and projects that will contribute to area-based economic development and good governance. By promoting inter-municipal collaboration in area-based programming and in the delivery of joint services, SLD will increase the efficiency and transparency of local government operations by helping create mechanisms for public input into the local government decision-making process and increasing opportunities for youth to become engaged in the economic and political life of their communities. SLD includes the following components: 1. Inter-Municipal Cooperation Programming 2. Public Administration Reform 3. Youth Development and Participatory Mechanism The purpose of this RFP is to identify a qualified firm that can provide services in support of SLD Inter-Municipal Cooperation Programming. Chemonics International requests proposals for preparation and delivery of Business Retention and Extension training program to Local Economic Development Offices in 32 Municipalities 2. SCOPE OF WORK__________________________________________________________ 2a. GENERAL SCOPE OF WORK Background In 2014, the focus of the Project's activities related to IMC programming is on the identification and execution of projects that will proximately add jobs to IMC areas by expanding their private sectors. A healthy, vibrant local economy depends largely on the strength of existing businesses. Community leaders can help local businesses survive and grow. Research shows that up to 86% of new jobs are created by existing businesses in a community, rather than businesses attracted to a community. Keeping an existing business in the community is usually easier than recruiting new business. Communities recognize that helping existing businesses to survive and grow is a vital economic development strategy. The Business Retention and Expansion (BR&E) training program should be design to assist local businesses in thriving and expanding in the city. The most successful BR&E programs go beyond short-term goals of solving firms' immediate problems, and begin a process of dialogue and coalition building among community leaders from various disciplines. The vehicle for this consensus for development is the written community action plan based on overall results of the survey of local businesses. The most successful coordinators in this survey resisted the temptation to do everything themselves and worked closely with a task force of local leaders in developing community recommendations. Page 3 of 32 Detailed SOW 1. 2. 3. Prepare Business Retention and Extension training program Manage Business Retention and Extension Training program delivery related logistic Deliver Business Retention and Extension Training Program 1. Preparation of Business Retention and Extension training program The training program should be interactive. Each module should include minimum one practical exercise and present best practice where applicable. The training program must include the following modules: 1. 2. 3. 4. 5. Legal Framework BRE tools and techniques Data Collection and Analysis Preparation of a professional Business Offering Package Preparation of Action Plans 1. Legal Framework – The purpose of the Module is to provide participants with the overview of the most important regulations effecting operations and extension of existing business and attraction of new investments. Besides listing the activities that are under local authority this will stimulate LEDOs to educate local business community on what can be done on local level. This will help businesses to navigate government regulations and to more effective assist them in setting and utilizing of government incentives. The module should at minimum include the following topics: List all laws and regulations with emphasizing the most important in order to provide help to local business community Creating a mechanism for keeping a record of all government-related problems Creating a mechanism to resolve legal issues outside the LEDOs capacities Ensuring a mechanism for having local government cooperate with industry management 2. BRE tools and techniques – The purpose of the Module is to introduce participants with tools and techniques that may be used for business retention, extension and attraction. The Module should at minimum include the following topics: industry analyses, questionnaires, surveys, visits, gatherings used for contact with existing businesses, facilitation of transformation of start – up businesses into successful medium companies, business after care programs, etc. The Module should at minimum include the following topics: Information Gathering – To be able to help businesses to solve their problems and challenges LGs should have regular assessment of the economy situation. The success of the BRE depends on the accuracy of the information that is gathered about the companies in the community. The information gathering is not a one-time event but a continuous part of the work of the LEDO. The efforts in gathering information from local employers must accomplish the following goals: - Determine the company’s satisfaction with its location in the community - Assist in predicting company behavior (expansion, plant closing, and relocation) Page 4 of 32 - Identify problems faced by the employer that require outside assistance - Identify growth opportunities - Understand the industry, and its trends, in which the company functions Topic goals are: - Explanation of the purpose of information gathering - Designing a survey instrument Establishment of contacts with local business community and development of action plans – to introduce participants with the most efficient tool in providing support to local business community – direct contact with them. This will motivate participants to establish and maintain contact with local business community. Module will cover techniques used to successfully communicate and resolve private sector issues and meet their needs and to assist local businesses in gaining awareness of available resources. Each participating LG should develop tailored made action plans in accordance with the specific local business need. Plans should be for two years implementation with allocated resources for each activity. Topic goals are: - Establish mechanism of communication with business community - Develop 32 action plan to meet business community needs Industry analyses - It is important to track developments in the industry over time. A sudden change or decline in the industry may force the company in your town to respond rapidly by cutting jobs or relocating. An industry analysis is a type of business research that focuses on the status of an industry or an industrial sector. A complete industrial analysis usually includes a review of an industry’s recent performance, its current status, and the outlook for the future. Components of an Industry Analysis should include Determine the size of the industry in terms of total sales revenue. It is important to determine whether the industry is growing or declining. What is causing this trend? What trends are expected in the coming years? How does this impact the company in your town? Provide a general explanation of the distribution system for products and services in the targeted industry. Are there many or few suppliers for the raw materials that the company in your town utilizes? Are the prices on raw materials increasing or decreasing? Understand how technology is changing this industry. Is there technology that has become standard in this industry? The on-site visit can then help determine if the company has access to this technology and is able to compete. Topics goals are: - Development of research tools - List components of an industry analysis - Develop indicators - Develop industry analysis sample outline - check list Performance Measurement and Communication – LEDOs need to create community awareness for the importance of BR&E. For that purpose they need to Create clear performance objectives and to Keep stakeholders aware of all BRE activities. LEDOS are obliged to Communicate the results of the BR&E work on regular basis, Share credit for successes with partners involved in Page 5 of 32 the BR&E effort Topics goals are: - Defining stakeholders - Developing performance goals - Communication strategy - Communication tools 3. Data Collection and Analysis for creation of the early warning system - The purpose of the Module is to introduce participants with importance of knowing local business community. To provide better information and understanding for all local leaders of the strengths and weaknesses of the business climate because managing of community’s employers requires not only good data but the interpretation of both company and industry data. The efforts in gathering information from local employers must determine the company’s satisfaction with its location in the community, assist in predicting company behavior (expansion, plant closing, relocation), identify problems faced by the employer that require outside assistance, identify growth opportunities, understand the industry, and its trends, in which the company functions, etc. Also, data collection and regular data update, data analysis which need to be used to predict behavior of local business community and to prepare the community for any changes. The Module should at minimum include the following topics: - Developing surveying instruments - Organize system that allows one to compare data between companies - Tracking over time so that trends can be seen - Workforce Development 4. Preparation of a professional Business Offering Package –The purpose of the Module is to introduce participants with format and content of professional business offering package and business after care programs. Through these initiatives, the BR&E effort focuses on growing jobs by encouraging the startup of new businesses and attracting small businesses from outside the community to relocate, increasing export, and growing jobs by connecting existing businesses with new sales opportunities as well as assistance in improving management systems that enable companies to grow profitably, etc. Examples of best practices should be provided 5. Municipal Action Plans Update The Training program must result in 32 developed/updated Action Plans with detailed timelines agreed for activities implementation. The training program should be interactive. Each module should include minimum one practical exercise and present best practice where applicable. Training day may include delivery of multiple modules. The training program should result in key performance indicators (KPIs) developed.Proposals should include a preliminary training program outline along with a clear rationale for the choice and sequence of topics and activities proposed. Method for monitoring/measuring training progress and results must be proposed. Page 6 of 32 2. Manage Business Retention and Extension Training program delivery related logistic The training program should be delivered to maximum 32 participants (one representative per municipality, for 32 municipalities). Participants will be delegated from municipal local economic development offices unless otherwise specified by SLDP. Business Retention and Extension Training program delivery related logistic must include inviting participants, arranging all training program delivery related logistic (including provision of training material, training venue and equipment, hotel accommodation for participants, etc) Minimum number of participants per training is 15. Maximum number of participant per training is 32. 3. Deliver Business Retention and Extension Training Program Delivery of the training program should not last longer than 10 training days distributed to best fit the envisaged training modules. Training Materials should include Participants Manual, accompanying handouts and presentations. Training Material must be distributed to participants during training delivery. Training evaluation and training report must be provided for each training day. 2b.EXPECTED DELIVERABLES The winner of this award shall be responsible for producing the following deliverables: 1. Detailed training program design. Training program design must include outline of each training module, short description of the expected results, participants and trainers agendas training delivery organization plan. 2. Training material including presentations, handouts, manual 3. Signed training participants lists, training evaluation forms, training report 4. 32 Action plans with detailed timelines for implementation of activities 2c. ILLUSTRATIVE DELIVERABLE SCHEDULE The timeframe for implementation of these tasks is September 10, 2014 – February 10, 2015 The Offeror is asked to propose the deliverable schedule for the following deliverables: 1. Detailed training program design. Training program design must include outline of each training module, short description of the expected results, participants and trainers agendas training delivery organization plan. 2. Training material including presentations, handouts, manual 3. Signed training participants lists, training evaluation forms, training report 4. 32 Action plans with detailed timelines for implementation of activities Page 7 of 32 3. PROPOSAL PREPARATION INSTRUCTIONS__________________________________ 3a. Disclaimer Issuance of this solicitation does not in any way obligate Chemonics or USAID to award a contract, nor does it commit Chemonics or USAID to pay for costs incurred in the preparation and submission of a proposal. Please note that in submitting a response to this solicitation, the Offeror understands that USAID is not a party to this solicitation and the Offeror agrees that any question or protest hereunder must be presented — in writing with full explanations — to Chemonics for consideration, as USAID will not consider protests made to it under USAID-financed subcontracts. Chemonics, at its sole discretion, will make a final decision on the protest. 3b. Offer Deadline Offerors must submit their proposals by the time and date indicated on the cover page of this RFP to: SLD/Chemonics International Inc. Attn: SLD Grants and Subcontracts Manager Koste Glavinica 23A, 11000 Beograd Email: [email protected] Late offers will not be accepted. 3c. Protocol for Submission of Offers and Required Documents In order for proposals to receive full consideration for award, Offerers must comply with the instructions included herein and must ensure that all information furnished in their proposal is factual, accurate, and complete. Offerers shall be held responsible for the validity of all information supplied in their proposal, including that provided by potential subcontractors and/or vendors, if any. Failure to comply with the RFP instructions and/or to furnish a complete proposal may result in the proposal being unacceptable to Chemonics and may result in elimination from consideration for award. Offerers are required to submit enough information to allow for a complete assessment of the Offerer’s capability to perform all of the requirements contemplated by this solicitation. All commitments made in the proposal may become a part of the resultant firm fixed price subcontract. Offers must be prepared in English, formatted on A4 size paper, single-spaced, and maximum of an 11point type. Supporting documents may be provided in Serbian. All proposals must be submitted in two volumes as follows: Volume 1: Technical Volume Volume 2: Cost Volume Proposals must be submitted in hard copy and electronically. Hard copies of the Technical and Cost volumes must be submitted in separate, sealed envelopes. One (1) paper copy and one (1) electronic version in formats compatible with MS Word, pdf and Excel on a CD-ROM of the Offerer’s Technical Page 8 of 32 Volume must be included in the envelope marked with the words “Technical Volume,” the RFP number 036 the complete legal name and address of the Offerer’s organization. The technical proposal must not include any financial information. One (1) original paper copy and one (1) electronic version on a CD-ROM of the Offerer’s Cost Volume must be included in the envelope marked with the words “Cost Volume,” the RFP number 036, the complete legal name and address of the Offerer’s organization. Formulas in the cost proposal shall be unlocked to allow the Sustainable Local Development Project to analyze the calculations. Offerers may modify or withdraw their proposal prior to the proposal due date by giving written notice via email to the email address stated in Section 3.b. of this RFP and clearly stating in the subject line of the email their intent to withdraw or modify their proposal. Proposals may not be modified after the proposal submission deadline. Alternate bids will not be considered unless this solicitation authorizes their submission. 3d. Questions, Clarifications and Changes Offerors must submit all questions and requests for clarifications regarding this RFP in writing via email stated in Section 3.b. of this RFP by the date and time indicated on the cover sheet. All correspondence regarding this solicitation must reference the RFP number in the subject line. No phone calls or in-person inquiries will be accepted. Responses to the questions and requests for clarification regarding this solicitation will be displayed on the SLD web page http://lokalnirazvoj.rs/tenders.html under section RFP 036 Any verbal information received from a Chemonics employee or any other entity shall not constitute an official response to any questions regarding this RFP. If Chemonics determines that changes to this RFP are required, such changes will be made via formal written addenda. Chemonics will make addenda available on the web site. Should addenda be issued fewer than 5 days before the proposal due date listed on the cover page of this RFP, Chemonics may elect to extend the proposal deadline. Addenda extending the proposal deadline and cancelling the RFP may be issued at any time. No offer, payment, consideration, or benefit of any kind shall be made, either directly or indirectly, by Offerors as an inducement or reward for the award of a subcontract. Any such practice constitutes an illegal or corrupt practice and will result in the cancellation of the procurement, elimination of an Offerors’ participation in this and future procurements and consideration for award, or termination of an awarded subcontract. Such practices may also constitute grounds for additional civil and/or criminal actions, as may be applicable. 3e. Eligibility of Offerors This RFP is open to Serbian registered Offerors that are deemed capable of implementing the scope of work, that have a solid record of integrity and business ethics, and that meet the eligibility requirements stated in this Section. All Offerors must certify that the firm, and the firms’ principals, are not debarred, Page 9 of 32 suspended, or proposed for debarment. Chemonics will not award a subcontract to any firm that is debarred, suspended, or proposed for debarment, or who proposes to do business with firms or firms’ principals who are debarred, suspended, or proposed for debarment, in the performance of the requirement of this activity. Offerors that submit proposals in response to this RFP must meet the following requirements: 1) Non-government entities registered in Serbia 2) Have completed the required representations and certifications incorporated in this RFP 3) Are not listed, nor appear in any of the following lists: The System for Award Management (SAM). The list can be found at: https://www.sam.gov/portal/public/SAM the Specially Designated Nationals and Blocked Persons list from the Office of Foreign Assets Control. The list can be found athttp://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf 3f.Authorized USAID Geographic Code The authorized USAID geographic code for this RFP and any resulting subcontract is Code 937. All commodities and services supplied under a subcontract resulting from this RFP must be from Code 937. No items, items with components from, or related services (including any incidental services required to complete the work) may be from the following countries: Cuba, Iran, North Korea, Syria or any countries listed in ADS 310 (http://www.usaid.gov/policy/ads/300/310.pdf). 3g.Technical Volume The Technical Volume should describe in detail how the Offeror intends to carry out the SOW found in Section 2. The Technical Volume should demonstrate a clear understanding of the work to be undertaken and the responsibilities of all parties involved. It should include: cover page, table of contents, section dividers, annexes, and CVs. The following documents must be included in the Technical Volume: I. Cover Letter (see Sample in AnnexA) A cover letter by the interested organization stating the name, designation, and address of the key contact person (organization’s legally authorized negotiator), the organization’s full address, telephone, and email address. II. Corporate Capabilities, Experience and Past Performance Offerors shall include a brief narrative summarizing the resources (human, financial, equipment, necessary IT hardware and software, etc.) at their disposal and describe their capability to perform the work. The narrative should demonstrate an understanding of the management requirements associated with implementation of the SOW, illustrate the Offeror’s technical experience implementing similar projects, meeting tight deadlines, experience coordinating and working with local counterparts. Offerors must confirm availability of funds to properly finance the work. Page 10 of 32 III. Technical Approach and Detailed Work Plan Using the information contained in the SOW, the Offeror should describe briefly, providing detail as necessary, its approach for executing each phase of the work. Proposals should include a preliminary training program outline along with a clear rationale for the choice and sequence of topics and activities proposed. Method for monitoring/measuring training progress and results must be proposed. The Offeror shall present a draft work plan (“the schedule”) - in the form of a Gantt chart - that illustrates the step by step process for executing every phase of the work in the most efficient manner. Offerors are required to include sufficient detail in the schedule to show the timing for the activities and any other information to demonstrate that the work will be completed by the proposed completion date. IV. Required Certifications (see Annex B) Offerors are required to complete the certifications included in Annex B of this RFP and submit the duly completed forms with the technical volume of the proposal. Failure to submit all complete and signed forms and certifications may result in the Offeror’s RFP submission being rejected as nonresponsive. The Technical Volume should be organized by the evaluation criteria listed in Section 4 of this RFP and should respond to all requirements stipulated herein. V. Past Performance References Each Offeror must submit its complete name, address, and contact information. The Offeror must also present a description of its company and organization, with appropriate reference to any parent company and subsidiaries. The Offeror must provide at least three references of previous work and/or experience and as many references of previous work under similar SOW as available; contact information for verification and inspection must be provided so as to provide due diligence. Contact information should include, at a minimum: name, address, email, and phone number. 3h. Cost Volume There is no page limit for the cost proposal. The Cost Volume must include a detailed budget – expressed in RSD Serbian Dinars – with an accompanying narrative describing the basis for the listed cost elements. Supporting information should be provided in sufficient detail to allow a complete analysis and determination of reasonableness of each cost element. Offerors shall use the template included in Annex C as the basis for the preparation of the detailed budget. Offerors are required to include and clearly label all costs (including, but not limited to, level of effort, labor rates, materials, quantities, incidental services such as transportation, fuel, lodging, meals, communications expenses, other direct costs, any/all indirect costs and fees) deemed necessary to complete the work called for Page 11 of 32 hereunder. Offerors must also present their financial offer using the template enclosed to the RFP. Chemonics will use the information included in Offeror’s Cost Volume as the basis for negotiating the firm fixed-priced subcontract with the selected Offeror. No additional costs or fees are to be added later. All deliverables must be clearly labeled and included in the total price. The Project is exempt from VAT, therefore Proposals submitted in response to this RFP shall not include VAT. Additionally, Offerors must also include the following information as part of their Cost Volume: 1. A copy of financial statement for last three years 2. A copy of a valid certificate of registration. 3. A copy of the VAT registration certificate. 3i. Validity of Proposal Proposals should have a 60-day validity period from the proposal submission date. Within the proposal’s validity term, the SLD Project reserves the right to: i) accept the Offeror’s proposal in full or in part, ii) conduct negotiations and/or request clarifications prior to award and iii) cancel for convenience the whole procurement procedure for this RFP. 3j. Conflict of Interest Offerors and its proposed personnel shall disclose any factors that could limit the organization’s ability to independently perform the services such as relationship with counterpart employees, past employment, etc. 3k. Protests Please note that in submitting a response to this solicitation, the Offeror understands that USAID is not a party to this solicitation and the Offeror agrees that any protest hereunder must be presented — in writing with full explanations — to Chemonics International for consideration, as USAID will not consider protests made under USAID-financed subcontracts. Chemonics, at its sole discretion, will make a final decision on the protest for this procurement. 4. EVALUATION CRITERIA AND BASIS FOR AWARD___________________________ 4a. Terms and Conditions of Subcontract SLD intends to award a firm fixed price subcontract to the winning offer. This solicitation is subject to the Fixed-Price Subcontract Terms and Conditions included in Annex E of this RFP. Any resultant award will be governed by these terms and conditions. Chemonics reserves the right to make minor revisions to the content, order, and numbering of the provisions in the actual subcontract award. 4b. Selection Criteria Page 12 of 32 Chemonics will make an award to an eligible, responsive (one that complies with all the terms and conditions in the RFP without material deviation) and responsible Offeror that presents the best value (as determined by the technical/cost trade-off analysis) to SLD. Offerors may not modify nonresponsive offers after the proposal deadline in order to make them responsive. However, Chemonics may request an Offeror to clarify its offer as long as no material deviation exists. Chemonics will evaluate proposals in accordance to the following criteria: Criteria Rating Technical approach: This will evaluate the offeror’s proposed methodology and work plan. In the methodology it includes the understanding of the scope of work and appropriateness of the proposed intervention. Under the Work plan it includes the organization of the tasks, maximization of time and clarity in the assignment of personnel. 30 Past experience in relevant field and corporate capabilities: This will include an evaluation of the capacity of the organization to perform the scope of work, review of previous experience in similar jobs, references about quality deliverables, etc. Team composition: This will include the evaluation of the qualifications of proposed staff; mix of experience and technical capabilities and assignment of tasks to maximize resources’ and meet deadlines. Evaluation of the CV and reference if needed. TOTAL 25 15 70 Subcontract awards will be based on a “best value determination” approach. In the event that the Project determines that one offer is technically superior, yet more expensive, the Project can award that Offeror based on the evaluation of the best overall value given the price/technical trade-off. The combined technical evaluation factors in the table above are more important than cost or price. However, the SLD Project will not select an Offeror for award on the basis of a superior technical proposal without considering cost. Cost will be evaluated on the basis of cost reasonableness, allowability, and realism. Cost realism will be based on considerations such as the following: - Are proposed costs realistic for the work to be performed? - Do the costs reflect a clear understanding of RFP requirements? - Are the costs consistent with the various elements of the Offeror’s technical proposal? Page 13 of 32 The project may in addition evaluate cost using the following formula: RC = 30 х Cmin Co - RC - rating of the offerer for criteria C (cost) - Cmin - lowest offered cost - Co - offered cost The maximum number of points assigned for cost is 30. 4d. Determination of Competitive Range It is anticipated that awards will be made solely on the basis of Offerors’ original proposals. However, Chemonics reserves the right to conduct discussions, negotiations and/or request clarifications prior to awarding a subcontract. Chemonics reserves the right to place partial orders based on any quotation received and/or make multiple awards, if it is in the best interests of SLD. Chemonics further reserves the right to reject offers that are not materially responsive to this RFP. Page 14 of 32 ANNEX A. COVER LETTER The following cover letter must be completed and submitted with any offer: Date: (insert date) To: Chemonics International Inc., SLD Office (insert office address) Attention: [NAME, TITLE OF PERSON RECEIVING THE PROPOSALS] RE: RFP No. [INSERT RFP NUMBER] (insert name of company) hereby proposes the attached offer to perform all work required for the [INSERT TYPE OF WORK TO BE DONE]. Please find attached our detailed Technical Volume (including past performance information and required certifications) and Cost Volume, as called for in the RFP. We hereby acknowledge and agree to all of the terms and conditions, special provisions, and instructions included in the above referenced RFP. We further certify that (insert name of company) , as a firm—as well as the firm’s principal officers and all commodities and services offered in response to this RFP—are eligible to participate in this procurement under the terms and conditions of this solicitation and under USAID regulations and certify that the representations, certifications, and other statements submitted to SLD are accurate, current, and complete. __________________________________ Company Name ___________________________________ Name and title of authorized representative ___________________________________ Signature ___________________________________ Date Page 15 of 32 ANNEX B. REQUIRED REPRESENTATIONS AND CERTIFICATIONS B.1. A copy of a valid certificate of registration B.2. CERTIFICATION OF COMPLIANCE (insert name of company) (hereinafter called the "Offeror") The Offeror hereby certifies the following: 1. Authorized Negotiators The Company Name proposal in response to RFP No.[INSERT RFP NUMBER]may be discussed with any of the following individuals. These individuals are authorized to represent Company Name in negotiation of this offer in response to RFP No. [INSERT RFP NUMBER]. List Names of Authorized signatories These individuals can be reached at Company Name office: Address Telephone/Fax Email address 2. Adequate Financial Resources Company Name has adequate financial resources to manage any subcontract resulting from this offer. 3. Ability to Comply Company Name is able to comply with the proposed delivery of performance schedule having taken into consideration all existing business commitments, commercial as well as governmental. 4. Record of Performance, Integrity, and Business Ethics Company Name’s record of integrity is outstanding. Company Name has no allegations of lack of integrity or of questionable business ethics. Our integrity can be confirmed by our references in our Past Performance References, contained in the Technical Volume. 5. Organization, Experience, Accounting and Operational Controls, and Technical Skills (Offeror should explain which department will be managing the contract, type of accounting and control procedure they have to accommodate the subcontract type.) Page 16 of 32 6. Equipment and Facilities (Offeror should state they have necessary facilities and equipment to carry out the subcontract.) 7. Eligibility to Receive Award (Offeror should state that they are qualified and eligible to receive an award under applicable laws and regulation and if they have performed work of similar nature under similar mechanisms for USAID. They should provide their DUNS number here as well, if applicable.) 8. Commodity Procurement As applicable to this RFP. 9. Cognizant Government Audit Agency (Offeror should provide name, address, phone of their auditors, and whether it is DCAA or independent CPA, if applicable) 10. Acceptability of Subcontract Terms and Conditions The Offeror has reviewed the solicitation document and attachments and agrees to the terms and conditions set forth therein. 11. Organization of Firm (Offeror should explain how their firm is organized – for example regionally or by technical practice) ___________________________________ Company Name ___________________________________ Name and title of authorized representative ___________________________________ Signature ___________________________________ Date Page 17 of 32 B.3.EVIDENCE OF RESPONSIBILITY STATEMENT 1. Authorized Negotiators Company Name proposal for Proposal or Chemonics RFP Name may be discussed with any of the following individuals. These individuals are authorized to represent Company Name in negotiation of this offer in response to RFP No. List Names of Authorized signatories These individuals can be reached at Company Name office: Address Telephone/Fax Email address 2. Adequate Financial Resources Company Name has adequate financial resources to manage this contract, as established by our audited financial statements (OR list what else may have been submitted) submitted in this proposal. 3. Ability to Comply Company Name is able to comply with the proposed delivery of performance schedule having taken into consideration all existing business commitments, commercial as well as governmental. 4. Record of Performance, Integrity, and Business Ethics Company Name record of integrity is (describe, e.g. outstanding), as shown in the Representations and Certifications. We have no allegations of lack of integrity or of questionable business ethics. Our integrity can be confirmed by our references in our Past Performance References, contained in the Technical Volume, Annex, etc. 5. Organization, Experience, Accounting and Operational Controls, and Technical Skills (Subcontractor should explain which department will be managing the contract, type of accounting and control procedure they have to accommodate the type of subcontract that is being considered) 6. Equipment and Facilities (Subcontractor should state and explain that they have necessary facilities and equipment to carry out the contract) Page 18 of 32 7. Eligibility to Receive Award (Subcontractor should state that they are qualified and eligible to receive an award under applicable laws and regulation and that they are not included in any list maintained by the US Government of entities debarred, suspended or excluded for US Government awards and funding. The Subcontractor should state whether they have performed work of similar nature under similar mechanisms for USAID. They should provide their DUNS number here if applicable.) 8. Commodity Procurement (Subcontractor will explain its procurement policies and practice. State if a procurement/purchasing manual is in place, etc. This section could be deleted if the subcontractor doesn’t have this capacity or if subcontract will not include procurement) 9. Cognizant Government Audit Agency (Subcontractor should provide Name, address, phone of their auditors – whether it is DCAA or independent CPA) 10. Acceptability of Contract Terms (Subcontractor should state its acceptance of the proposed subcontract terms) 11. Recovery of Vacation, Holiday and Sick Pay (Subcontractor should explain how they recover vacation, holiday, and sick leave) 12. Organization of Firm (Subcontractor should explain how their firm is organized for example regionally or by technical practice) Date: Name: Signature: ___________________________ Page 19 of 32 ANNEX C. GUIDE TO CREATING A COST PROPOSAL FOR A FIXED PRICE SUBCONTRACT The purpose of this appendix is to guide bidders in creating a budget for their Financial Proposal. Because the subcontract will be funded as part of a United States government-funded project, it is important that all Offerors’ budgets conform to these standard formats. It is thus recommended that Offerors follow the steps presented below: Step 1: Design the technical proposal Offerors should examine the market for the proposed activity, and realistically assess how they can meet the Sustainable Local Development Project’s needs. Offerors should present and rationalize this in great detail in their technical proposals. Step 2: Determine the basic costs associated with each deliverable The Financial Proposal should provide the best estimate of the costs associated with each deliverable, which should include labor and other direct costs. Other direct costs (i.e. non-labor) include, but are not limited to, the following. Prices given in the budget should accurately reflect the lowest cost of procuring these items: Regional travel and transportation, and associated travel expenses Lodging and per diem expenses associated with travel Rent Utilities Communications Office supplies Step 3: Create a budget for the Cost Proposal Each Offeror must create a budget using the Microsoft Excel spreadsheet provided as an attachment to this RFP. The budget period should follow the technical proposal period. It is required that Offerors use the attached MS Excel template. A sample budget is shown on the following page. Note - Please ensure that proposed costs do not include Value Added Tax (VAT). Step 4: Write Cost Notes Offerors should write notes explaining their costs and the assumptions they used in developing their budget. Step 5: Create Cost proposal Each Offeror must create a financial proposal using the Microsoft Excel spreadsheet provided as an attachment to this RFP. Page 20 of 32 ANNEX D. FIXED PRICE SUBCONTRACT TERMS AND CONDITIONS FIXED PRICE SUBCONTRACT (insert Subcontract Number here) Between CHEMONICS INTERNATIONAL INC. (insert Chemonics' address here) (insert City, State Zip code) And (add subcontractor name and address here) (If a US Subcontractor add: Employer Identification Number (EIN)#:_________) Hereinafter referred to as the Subcontractor For (insert Contract Name here) USAID PRIME CONTRACT NO. (insert contract number here, and Task Order No. applicable) Effective Date: Total Fixed price: if (insert date here) (insert amount here - local subcontracts must be in local currency. If total fixed price exceeds $150,000 or 5% of the total prime contract value, CO consent is required per FAR 52.244-2) Contents Section A Section B Section C Section D Section E Section F Section G Section H Section I Section J Section K Section L Background, Scope of Work, Deliverables, and Deliverables Schedule Reporting and Technical Direction Period of Performance Fixed price, Invoicing and Payment Intellectual Property Rights Indemnity and Subcontractor Waiver of Benefits Compliance with Applicable Laws and Standards Protecting Chemonics’ Interests when Subcontractor is Named on Suspected Terrorists or Blocked Individuals Lists, Ineligible to Receive USAID Funding, or Suspended, Debarred or Excluded from Receiving Federal Funds Governing Law and Resolution of Disputes Organizational Conflicts of Interest Anti-Kickback (Corruption) Terrorist Financing Prohibition Page 21 of 32 Section M Section N Section O Section P Section Q Set-Off Clause Assignment and Delegation Branding Policy Subcontractor Performance Standards Contract Clauses Incorporated by Reference The Subcontractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this fixed price subcontract shall be subject to and governed by the provisions and specifications attached or incorporated by reference herein and executed by both parties. For Chemonics International Inc. For (insert subcontractor name here) ___________________________________ By: (add name of Sr. Vice President, Contracts) Title: Senior Vice President, Contracts Date: _____________________________ Place Signed:________________________ _______________________________ By: Title: Date: _________________________ Place Signed:____________________ Chemonics is an Equal Opportunity Employer and we do not discriminate on the basis of race, color, sex, national origin, religion, age, equal pay, disability and genetic information. Page 22 of 32 Section A. A.1. Background, Scope of Work, Deliverables and Deliverables Schedule Background [Briefly describe the purpose of the prime contract and technical subcomponent, if applicable. State that the purpose of the Subcontract is to accomplish certain objectives of the Prime Contract (stating the specific objectives). Describe the context in which the subcontractor will work. What work has already been done and what progress has already been made toward the objective/task on which the Subcontractor will work? What outputs from that previous work will serve as inputs to the Subcontractor’s work? How will the project make use of the Subcontractor’s deliverables to achieve project objectives?] A.2. Scope of Work [Describe the steps and processes that the Subcontractor absolutely must take in order to achieve minimally acceptable deliverables. Fixed price subcontracts delegate substantial discretion to the Subcontractor on how it will achieve the required deliverables, and Chemonics will pay based only on whether the Subcontractor provides the deliverables in the state described below. Therefore, this Scope of work section should not micromanage the Subcontractor’s work processes but should only specify steps without which the Subcontractor could not possibly produce acceptable deliverables in accordance with the deliverables descriptions below.] A.3. Deliverables The Subcontractor shall deliver to Chemonics the following deliverables, in accordance with the schedule set forth in Section A.4, below. Deliverable No. 1: [Insert Deliverable Name] (Complete description of deliverable No. 1. Focus on the end state, result, report, or product the Subcontractor must achieve in order to be paid, but do not describe processes for achieving it. This description must be complete. Chemonics cannot withhold payment based upon a requirement that is not specified here.) Deliverable No. 2: [Insert Deliverable Name] (Complete description of deliverable No. 2) Page 23 of 32 A.4. Deliverables Schedule The Subcontractor shall submit the deliverables described above in accordance with the following Deliverables Schedule: Deliverable No.* 1 2 Deliverable Name* [Deliverable Name from Section A.3] [Deliverable Name from Section A.3] Due Date [Date] [Date] *Deliverable numbers and names refer to those fully described in Section A.3, above. Chemonics reserves the unilateral right to terminate this fixed price subcontract at any time, paying for all deliverables completed at the time of termination and a pro-rata share of any deliverable in progress, in accordance with FAR Clause 52.249-1, Termination for Convenience of the Government (Fixed Price) (Short Form) (April 1984), which is incorporated by reference in Section Q herein. Chemonics may order changes in the scope of work above pursuant to the Federal Acquisition Regulation (FAR) Clause 52.243-1 (Alt.III), Changes—Fixed Price, which is incorporated by reference in Section Q herein. Section B. Reporting and Technical Direction The Subcontractor shall render the services and produce the deliverables stipulated in Section A., above, under the general technical direction of the (specify name and title -- usually COP or other project technical leader), or his/her designee. The (specify name and title -- usually COP or Program Manager), or his/her designee will be responsible for monitoring the Subcontractor’s performance under this fixed price subcontract. The Subcontractor shall not communicate directly with USAID during the performance of this fixed price subcontract. Section C. Period of Performance The effective date of this fixed price subcontract is (fill in date when work must begin, not earlier than signature date) , and the completion date is (fill in date). The Subcontractor shall deliver the deliverables set forth in Section A., Background, Scope of Work, Deliverables and Deliverables Schedule to the (designate receiving person) in accordance with the schedule stipulated therein. In the event that the Subcontractor fails to make progress so as to endanger performance of this fixed price subcontract, or is unable to fulfill the terms of this fixed price subcontract by the completion date, the Subcontractor shall notify Chemonics forthwith and Chemonics shall have the right to summary termination of this fixed price subcontract upon written notice to the Subcontractor in accordance with the incorporated FAR Clause 52.249-8, Default (Fixed-Price Supply and Service). Section D. D.1. Subcontract fixed price, Invoicing and Payment Subcontract fixed price Page 24 of 32 As consideration for the delivery of all of the products and/or services stipulated in Section A., Chemonics will pay the Subcontractor a total of US$ XX,XXX (Amount must be denominated in local currency if a local subcontract) .This figure represents the total price of this subcontract and is fixed for the period of performance outlined in Section C., Period of Performance. (Include the following language only if Chemonics will make more than one payment) . Chemonics will pay the total price through a series of installment payments. Chemonics will make each payment subject to Section D.3, below, after Subcontractor’s completion of the corresponding deliverable indicated in the following table: (Delete the preceding two sentences and the table and asterisk below if total price is to be paid in one payment only) (Structure the table below as needed. Sometimes one payment is made for 2 or more deliverables while in other cases, each deliverable has a payment associated with it.) Installment Number and Amount Corresponding Deliverable Number(s) and Name(s)* 1. (Deliverable No. 1 Name) , AND 1. $XX,XXX 2. (Deliverable No. 2 Name) 2. $YY,YYY 3. (Deliverable No. 3 Name) *Deliverable numbers and names refer to those fully described in Section A.3, above. D.2. Invoicing Upon (Responsible person’s title here) ’s acceptance of the contract deliverables described in Section A., Background, Scope of Work, Deliverables and Deliverables Schedule, the Subcontractor shall submit an original invoice to (insert project name) for payment. The invoice shall be sent to the attention of (insert name and designation of person who will receive invoices) and shall include the following information: a) subcontract number, b) deliverables delivered and accepted, c) total amount due in (choose either US dollars or specify a local currency if this is a local subcontract) , per Section D.1., above; and d) Payment address/bank account number. D.3 Payment Chemonics will pay the Subcontractor’s invoice within thirty (30) business days after both a) Chemonics’ approval of the Subcontractor’s deliverables, and b) Chemonics’ receipt of the Subcontractor’s invoice. Payment will be made in (choose either US dollars or specify a local currency if this is a local subcontract) , paid to the account specified in the Subcontractor’s invoice. Section E. Intellectual Property Rights The ownership of all copyright and other intellectual property rights in respect of any data compilations, research, spreadsheets, graphs, reports, diagrams, designs, work products, software, or any other documents, developed in connection with this fixed price subcontract will exclusively vest in or remain with Chemonics, which shall have all proprietary rights therein, notwithstanding that the Subcontractor or its employees may be the author of the intellectual property. All documents relating to the intellectual property or otherwise connected with this fixed price subcontract, the services, or Page 25 of 32 duties must be returned or delivered to Chemonics at the time of the expiration or termination of the subcontract. The Subcontractor agrees not to publish or make use of any of the intellectual property, or documents relating thereto, without the prior written approval of Chemonics and proper attribution. Section F. Indemnity and Subcontractor Waiver of Benefits (a) The Subcontractor waives any additional benefits and agrees to indemnify and save harmless Client and Chemonics, their officers, directors, agents, and employees from and against any and all claims and liability, loss, expenses, suits, damages, judgments, demands, and costs (including reasonable legal and professional fees and expenses) arising out of: (1) the acts or omissions of Subcontractor, its employees, officers, directors, agents or its subcontractors; (2) injury or death to persons, including officers, directors, employees, agents and subcontractors of Subcontractor, or loss of or damage to property, or fines and penalties which may result, in whole or in part, by reason of the buying, selling, distribution, or use of any of the goods or services purchased or provided under this Subcontract except to the extent that such damage is due to the negligence of Chemonics; (3) the infringement or violation of any patent, copyright, trademark, service mark, trade secret, or other proprietary interest of any third party resulting from Chemonics’ use, distribution, sale, sublicensing, or possession of the goods (including software and all forms of written materials) or services purchased or provided, as authorized hereunder, or from the use or possession of said goods or services by Client, as authorized hereunder; or false claims submitted by Subcontractor or its subcontractors under this Subcontract or as a result of a Subcontractor misrepresentation of fact or fraud by Subcontractor. (b) Subcontractor shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Subcontractor has notice or is given prompt written notice of such claim or suit and, further, that Subcontractor shall be given necessary information, reasonable assistance and the authority to defend such claim or suit. Subcontractor shall not settle, compromise or discharge any pending or threatened suit, claim or litigation, arising out of, based upon, or in any way related to the subject matter of this subcontract and to which Chemonics is or may reasonably be expected to be a party, unless and until Subcontractor has obtained a written agreement, approved by Chemonics (which shall not be unreasonably withheld) and executed by each party to such proposed settlement, compromise or discharge, releasing Chemonics from any and all liability. (c) If any of the goods or services provided by Subcontractor hereunder, including without limitation software and all forms of written materials, become the subject of a claim of infringement or violation of a third party's intellectual property, privacy and/or proprietary rights, Subcontractor shall, at its own expense, use its best efforts-- Page 26 of 32 (1) to procure for Chemonics the right to continue use and, if authorized under this Subcontract, distribution of the infringing goods or services or, (2) to modify the goods or services to make them non-infringing, or to replace them with equivalent, non-infringing counterparts. If none of the above mentioned can be successfully implemented, then Subcontractor shall refund to Chemonics all monies paid Subcontractor for the infringing goods and services. Section G. Compliance with Applicable Laws and Standards The Subcontractor shall perform all work in accordance with all applicable laws, ordinances, codes, regulations, and other authoritative rules of the United States and of (insert name of country) and its political subdivisions and with the standards of relevant licensing boards and professional associations. The Subcontractor shall also comply with the applicable USAID regulations governing this fixed price subcontract, which are incorporated by reference into this subcontract, and appear in Section Q, Clauses Incorporated by Reference. Section H. Protecting Chemonics’ Interests when Subcontractor is Named on Suspected Terrorists or Blocked Individuals Lists, Ineligible to Receive USAID Funding, or Suspended, Debarred or Excluded from Receiving Federal Funds In addition to any other rights provided under this fixed price subcontract, it is further understood and agreed that Chemonics shall be at liberty to terminate this subcontract immediately at any time following any of the following conditions: a) The Subcontractor is named on any list of suspected terrorists or blocked individuals maintained by the U.S. government, including but not limited to (a) the Annex to Executive Order No. 13224 (2001) (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or (b) the List of Specially Designated Nationals and Blocked persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury. b) USAID determines that the Subcontractor is ineligible to receive USAID funding pursuant to U.S. laws and regulations; c) The Subcontractor is identified on the U.S. Government’s Excluded Party List System, or successor listing, as being suspended, debarred, or excluded from receiving federal awards or assistance. Upon such termination the Subcontractor shall have no right to any further payments following the notice of termination given by Chemonics to the Subcontractor. Section I. Governing Law and Resolution of Disputes (a) Governing Law.This Subcontract, including any disputes related thereto, shall be governed by the laws of the District of Columbia. Page 27 of 32 (b) Disputes with the Government. Chemonics’ Prime Contract with the Government is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613). Any claim arising out of the performance of this Subcontract that relates to any decision of the Government under the prime contract must be resolved in accordance with the clause at FAR 52.233-1 Disputes, which is incorporated herein by reference. (1) Any decision of the Government under the Prime Contract, if binding on Chemonics, shall also bind the Subcontractor to the extent that it relates to this Subcontract, provided that Chemonics shall have promptly notified the Subcontractor of such decision and, if requested by Subcontractor, shall have brought suit or filed claim, as appropriate against the Government, or, in alternative, agreed to sponsor Subcontractor’s suit or claim. A final judgment in any such suit or final disposition of such claim shall be conclusive upon Chemonics and the Subcontractor. (2) For any action brought or sponsored by Chemonics on behalf of the Subcontractor pursuant to this clause, the Subcontractor agrees to indemnify and hold Chemonics harmless from all costs and expenses incurred by Chemonics in prosecuting or sponsoring any such appeal. (c) Disputes between the Parties.The following procedures shall govern the resolution of any controversy, dispute or claim between or among “Parties,” arising out of the interpretation, performance, breach or alleged breach of this Subcontract (“Dispute”) that is covered by (b) above. (1) Negotiation. The Parties shall promptly attempt to resolve any Dispute by negotiation in the normal course of business. If, after good faith efforts, the Dispute is not resolved, either Party may request in writing that the Dispute be resolved via Executive Consultation pursuant to subparagraph (2) below. (2) Executive Consultation. For Disputes submitted to Executive Consultation, each Party shall designate a senior company official with authority and responsibility for attempting to resolve the matter. For Chemonics, such designee shall be a Senior Vice President, or a person at a higher level of authority. For Subcontractor, such designee shall be a {insert level of authority} or a person at a higher level of authority. The Party initiating the claim shall provide, in addition to documents supporting the claim, a brief summary of the claim, its perception of the positions of the Parties and any perceived barriers to settlement of the case. The summary may be submitted directly to the designated Party Executive. Within 30 calendar days after delivery of the claim summary, the Parties shall meet and attempt to resolve the Dispute. If the Dispute is not resolved within 45 days from submission of the claim summary, or such other amount of time as agreed between the Parties, the claiming Party may proceed under subparagraph (3) below. (3) Arbitration. Any controversy or claim between the Parties arising out of or relating to this Subcontract, or the breach thereof, that has not been resolved by Executive Consultation, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, unless otherwise provided herein. The arbitrators shall not be empowered to award Page 28 of 32 damages in excess of compensatory damages and each Party expressly waives and foregoes any right to punitive, exemplary, or similar damages. Each Party will bear the cost of its own AttorneyFees. The Arbitration shall be in Washington, D.C., unless otherwise agreed between the Parties. (d) Obligation to perform work. Subcontractor shall diligently proceed with the performance of work pending final resolution of any Dispute. Section J. Organizational Conflicts of Interest It is understood and agreed that some of the work performed under this subcontract may place the Subcontractor or its personnel in the position of having an organizational conflict of interest. Such an organizational conflict of interest may impair the objectivity of the Subcontractor or its personnel in performing the work. To preclude or mitigate any potential conflicts of interest, Subcontractor agrees not to undertake any activity which may result in an organizational conflict of interest without first notifying name of project of such potential conflict of interest and receiving name of project’s written approval to undertake such activities. Section K. (a) Anti-Kickback (Corruption) Definitions. Kickback, as used herein, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind, which is provided, directly or indirectly, to Chemonics, the (insert name of project ) project office or any of its employees, the Subcontractor or Subcontractor employees, or vendors in any way related to the performance or subsequent activities of this subcontract, for the purpose of improperly obtaining or rewarding favorable treatment in connection with this subcontract. Person, as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual. Subcontractor employee, as used in this clause, means any officer, partner, employee, or agent of the Subcontractor. (b) The Subcontractor and its employees, whether directly or indirectly engaged in the performance of this subcontract, agree to abide by the terms of The United States Anti-Kickback Act of 1986, which prohibits any person from providing or attempting to provide any kickback; soliciting, accepting, or attempting to accept any kickback; or including, directly or indirectly, the amount of any kickback in the contract price charged by the Subcontractor to Chemonics. When the Subcontractor has reasonable grounds to believe that a violation described in paragraph (b) of this provision may have occurred, the Subcontractor shall promptly report in writing the possible Page 29 of 32 violation. Such reports shall be made to Chemonics, who shall forward the report to the USAID Inspector General for investigation. The Subcontractor further agrees to cooperate fully with any United States Government agency investigating a possible violation described in paragraph (b) of this clause. Chemonics may offset the amount of the kickback against any monies owed by Chemonics under this fixed price subcontract or order the monies withheld from future payments due the Subcontractor. The Subcontractor agrees to include the substance of this provision in any contract it may issue under this subcontract. Section L. Terrorist Financing Prohibition The Subcontractor 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. It is the legal responsibility of the Subcontractor to ensure compliance with these Executive Orders and laws. This provision must be included in all subcontracts issued under this subcontract. Section M. Set-Off Clause Chemonics reserves the right of set-off against amounts payable to Subcontractor under this Subcontract or any other agreement the amount of any claim or refunds Chemonics may have against Subcontractor. Section N. Assignment and Delegation This Subcontract agreement may not be assigned or delegated, in whole or in part, by the Subcontractor without the written consent of Chemonics. Absent such consent, any assignment is void. Section O. Branding Policy Marking of subcontract deliverables shall comply with the USAID “Graphic Standard Manual” available at www.usaid.gov/branding, or any successor branding policy. Section P. Subcontractor Performance Standards (a) Subcontractor agrees to provide the services required hereunder in accordance with the requirements set forth in this Subcontract. Subcontractor undertakes to perform the services hereunder in accordance with the highest standards of professional and ethical competence and integrity in Subcontractor’s industry and to ensure that employees assigned to perform any services under this subcontract will conduct themselves in a manner consistent therewith. The services will be rendered by Subcontractor: (1) in an efficient, safe, courteous, and businesslike manner; (2) in accordance with any specific instructions issued from time to time by Chemonics; and (3) to the extent consistent with items Page 30 of 32 (1) and (2), as economically as sound business judgment warrants. Subcontractor shall provide the services of qualified personnel through all stages of this subcontract. Subcontractor represents and warrants that it is in compliance with all the applicable laws of the United States and any other Jurisdiction in which the services shall be performed. Subcontractor shall perform the services as an independent Subcontractor with the general guidance of Chemonics. The Subcontractor’s employees shall not act as agents or employees of Chemonics. (b) Chemonics reserves the right to request the replacement of Subcontractor personnel and may terminate the subcontract due to nonperformance by the Subcontractor. (c) Chemonics will use a variety of mechanisms to stay abreast of the Subcontractor’s performance under the subcontract, and of general progress toward attainment of the subcontract objectives. These may include: Business meetings between the subcontract team, Chemonics and/or USAID Feedback from key partners Site visits by Chemonics personnel Meetings to review and assess periodic work plans and progress reports Reports Section Q. Clauses Incorporated by Reference This fixed price subcontract incorporates the following clauses of the Federal Acquisition Regulations (48 Code of Federal Regulations, Chapter 1) and AID Acquisition Regulations (48 Code of Federal Regulations, Chapter 7) by reference, with the same force and effect as if they were given in full text. The full text is available at https://www.acquisition.gov/comp/far/index.html and http://www.usaid.gov/policy/ads/300/aidar.pdf. Modifications which apply to this fixed price subcontract appear after each clause. It is understood and agreed that the Subcontractor may be obligated by and to Chemonics for any specifications or documentation required of Chemonics under these clauses, and that references to the Contractor may also refer to the Subcontractor. The Subcontractor hereby agrees to abide by the terms and conditions imposed by these clauses. With respect to documentation and approvals required under these clauses, all such documentation and approvals shall be submitted to or requested from Chemonics. References in the text of incorporated clauses to "the Government," "USAID," or "Contracting Officer" may, depending on their context, refer to "Chemonics," and references to “the Contractor" may refer to the "Subcontractor." Page 31 of 32 Federal Acquisitions Regulation (FAR) Clauses FAR Clause Number 52.202-1 52.203-3 52.203-6 52.203-7 52.203-11 52.203-12 52.209-6 52-215-2 52.215-12 52.215-13 52.215-14 52.222-50 52.225-13 52.225-14 52.227-1 52.227-2 52.227-9 52.228-3 52.229-6 52.242-15 52.243-1 (Alt III) 52.246-4 52.246-25 52.249-1 52.249-8 Title and Year Definitions (DEC 2001) Gratuities (APR 1984) Restriction on Subcontractors Sale to the Government (JUL 1995) Anti-Kickback Procedures (JUL 1995) Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (5/97) Limitation of Payment to Influence Certain Federal Transactions (6/97) Protecting the Government’s Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (7/95) Audit and Records-Negotiation (6/99) Subcontractor Cost or Pricing Data (10/97) [only if they exceed $700,000] Subcontractor Cost or Pricing Data Modifications (10/97) [only if they exceed $700,000] Integrity of Unit Prices (10/97) Combating Trafficking in Persons (2/09) Restriction on Certain Foreign Purchases (7/2000) Inconsistency between English version and Translation of Contract (2/200) Authorization and Consent (7/95) [patents] Notice and Assistance Regarding Patent and Copyright Infringement (8/1996) Refund of Royalties (4/84) Workers’ Compensation Insurance (Defense Base Act) (04/1984) Taxes - Foreign Fixed price Contracts (01/91) Stop-Work Order (4/84) Changes-Fixed price (8/87) Inspection of Services – Fixed price (8/96) Limitation of Liability – Services (2/1997) Termination for Convenience of the Government (FixedPrice) (Short Form) (4/84) Default (4/84) Agency for International Development Acquisitions Regulation (AIDAR Clauses) AIDAR Number 752.202 Alt.70 and Alt.72 752.211-70 752.225-70 752.225-71 752.228-3 752.228-70 752.7005 752.7009 752.7025 752.7027 752.7034 752.7101 Title and Year Definitions Alt. 70(01/1990)/Alt.72 (01/1990) Language and Measurement [especially provision in (a)] (06/1992) Source, Origin and Nationality Requirements (02/1997) Local Procurement (02/1997) *Only if authorized to procure non-expendables. Worker’s Compensation Insurance (Defense Base Act) Medical Evacuation (MEDEVAC) Services*coverage applicable to all US citizen, US resident alien, and TCN employees and their authorized dependents while overseas. Submission Requirements for Development Experience Documents (10/1997) Marking (01/1993) Approvals (4/1984) Personnel (12/1990) Acknowledgement and disclaimer (12/1991) Voluntary Population Planning Activities (6/2008) *If a subcontract with family planning activities is contemplated, add “Alternate 1(6/2008)” to the clause name.
