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REQUEST FOR PROPOSALS (RFP)
RFP Number: 030
Description:
Organization of investment promotion of the brownfield locations – South Serbia
brownfield recycling
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: January 31, 2014
Questions Due: February 5, 2014
Proposals Due: February 14, 2013
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
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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
organization of investment promotion of the brownfield locations – South Serbia brownfield recycling.
2. SCOPE OF WORK__________________________________________________________
2a.
GENERAL SCOPE OF WORK
Background
Huge, for a long time neglected growth potential exists in Serbian insolvent companies in the process
of bankruptcy or financial restructuring. Almost 2,000 out of 3,017 state-owned enterprises that were
privatized between 2001 and 2013 have ceased operations, sunk into bankruptcy or are at the verge of
closing down. Promotion of the potentials of these companies needs to be accelerated in order to attract
much-needed investments and boost the competitiveness of Serbian industry. A key immediate
challenge is to accelerate capital investments in the bankrupt companies, companies in the process of
privatization or companies which have financial difficulties. Most of those companies still have an
excellent business reputation and know how (and the reason for their collapse has mostly been due to
mismanagement of the new privatization owners), some of them possess attractive locations, existing
infrastructure and access to transportation. Due to fear of the unknown, potential buyers, lessees and
developers miss these investment opportunities and decide for less “risky” financial and equity
transactions. Merely the fear of unresolved proprietary challenges, regulatory hurdles or political
constraints has been enough to hinder or stop their business recovery.
Six cities and municipalities from the Nis-led and Vranje-led IMC’s expressed strong political
commitment to partner with USAID’s Sustainable Local Development Project (hereinafter: the Project)
in marketization of the local insolvent companies that have strong potential for business recovery. The
cities of Nis, Vranje, Leskovac and the municipalities of Gadzin Han, Merosina and Vladicin Han want
to take a proactive attitude and start to remove barriers which hinder prospective investments in those
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companies. Those six cities and municipalities identify the Project as a key strategic partner in this
process. The first steps have been already undertaken, as insolvent businesses ready for acquisition
have been identified by the local economic development offices in the selected cities and
municipalities. From the identified “candidate brownfields” the Project and the selected Offeror will
chose fifteen to be a subject of investment promotion organization.
Chemonics International is soliciting proposals from qualified firms registered in the Republic of
Serbia to organize Investment Promotion of the Brownfield Locations – South Serbia Brownfield
Recycling for two Project Inter Municipal Cooperation areas – Nis – led and Vranje – led and six cities
and municipalities: Cities of Nis, Vranje, Leskovac and municipalities of Gadzin Han, Merosina and
Vladicin Han.
Organization of the investment promotion should include:
1.
2.
3.
4.
5.
Data Collection and Analysis of available documents
Preparation of a professional Business Offering Package (prospectus) and on-line teasers
Piloting targeted marketing of at least 3 brownfield locations through “business mentorship”
Preparation of an on-line database/web based platform of the 15 selected brownfield businesses
Establishment of contacts with prospective investors and facilitation of negotiations with investors.
Detailed SOW
1. Data Collection and Analysis of Available Documents
Prior to Project launching, all six cities and municipalities had provided a filtered list of the
companies/locations that are strategically important for their local economic development. The list has
been cleared with the national-level institutions which are responsible for overseeing the administration
of bankruptcy cases (for bankrupt companies) and management of companies while in privatization and
financial restructuring (for companies in the process of privatization). Those institutions are: Agency
for Privatization, Bankruptcy Supervision Agency, selected bankruptcy trustees and representatives of
the state capital. First criteria for selection of the companies was - completed all procedural steps
required before publishing of the tender for acquire of the company’s fix capital or company’s shares.
This practically means that, for each particular/selected company, no legal, institutional or procedural
barriers exist for new investment. From the identified “candidate brownfields” the Project and the
selected Offeror will chose fifteen to be a subject of investment promotion organization.
The criteria for selection of the companies will include: demonstrated potential for consolidation and
growth, long standing relationships with customers or potential for development of the new markets,
brand recognition, significant fixed assets etc.
Local economic development offices (hereinafter: LEDOs) in each out of six selected cities and
municipalities have filled a questionnaire which contains basic information on the selected locations.
However, this list has to be thoroughly checked and cleared against financial, legal and statutory
documents which the selected Offeror is required to obtain. The selected Offeror is expected to review
and peruse all data provided from LEDOs, and in close collaboration with the local economic
development offices and other institutions involved in the management of the brownfield
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companies/locations prepare up-to-date review of the legal, financial and technical data on chosen 15
companies company and in particular:
a) structure of fixed assets (including mortgages);
b) ownership/usage right/lease on vacant construction land;
c) excerpts from land registers and excerpts from urban plans for vacant construction land owned
by the companies;
d) analyses of the business and financial position of the companies (frequency of cash proceeds,
incomes and expenses, expected future money flows);
e) structure of the fixed assets;
f) number and structure of the workforce;
g) analysis of the legal position of the company;
h) preferred method for investment – disposition of the fixed assets or land (thorugh tender or
auction), investment in capital of the existing company, etc.
2. Preparing a professional Business Offering Package (prospectus) and on-line teasers
Based on collected documents, the selected Offeror is required to prepare a Business Offering Package
(investment prospectus) for each of the selected companies/brownfields. A prospectus should provide
up-to-date, full, true and plain disclosure of all important facts relating to selected companies including
presenting of the legal and financial information on company in the manner required by international
standards. The investment prospects should be prepared both in Serbian and English language.
The Business Offering Package should contain:
a)
b)
c)
d)
the history of the company and a description of its business operations;
the excerpts from audited financial statements for the previous three years;
information about the issuer’s management and its owners and creditors;
structure of the important fixed assets of the company (production facilities, land etc).
In addition, for each of the 15 selected locations, the selected Offeror is expected to prepare a teaser (to
be printed). The selected Offeror is expected to define, in close collaboration with municipalities and
Project’s staff, a visual identity of the each selected brownfield project and design of the teasers. The
selected Offeror should also organize teaser printing (15 brochures X 100 copies / 12 up to 15 pages
per brochure).
3. Targeted marketing of at least 3 brownfield locations through “business mentorship”
For at least three brownfield companies, the selected Offeror is required to establish a “business
mentorship” with a successful Serbian or international company, from operating or investment side,
which will serve as an broker and guide brownfield company through the investment attraction process.
“Business mentors” could be successfully privatized companies from each particular industry,
renowned companies with deep experience in each particular sector, prospective broker/dealer
companies in Serbia, individual investment professionals who are willing to assist with the project,
investment bankers, or other individuals or institutions with the investment expertise and experience to
guide selected companies through the process until they reach potential/prospective investors, private
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equity firms or other sources of capital. If sucessfuly conducted, business mentorship model should
serve as a feasible replicable model for brownfield investment attraction in Serbia.
4. Preparation of an on-line database/web based platform of the brownfield businesses
In Serbia companies which are looking for fresh capital under extraordinarily difficult market
conditions, have to explore several and various new and innovative financing options. Besides
“business mentors”, establishment of an on-line database which will initially serve for publicizing
teasers of the fifteen companies in financial difficulties seeking strategic investors will allow those
companies to increase their transparency and to gain wider market exposure, while substantially
reducing their costs associated with raising money and attracting equity capital. At the moment, in
Serbia there is no complete, accurate and comprehensive database of all companies in financial
difficulties which seek investment inflow. Serbian Investment and Promotion Agency (SIEPA)
maintains a database of available investment locations in Serbia with very basic data on vacant land
and vacant/underutilized commercial objects. Some data interesting for potential investors in
brownfields may also be obtained from web sites of the Agency for Privatization, Agency for Business
Registers, Vojvodina Investment Fund etc.
Proposed web-based software solution should ensure safe data management. The relational database
must be conceptualized in such a way to allow further development and expansion of the information
system, depending on the needs. Web interface must contain at least bilingual interface
(Serbian/English).
Web-based platform should enable comprehensive and regularly updated information on brownfield
investment opportunities in the six Project’s cities and municipalities. The platform should be user
friendly and interactive. It should allow qualified investors to connect with companies seeking capital
directly. Investors should be able to view a company’s presentation/teaser, leave their contact details
and directly indicate their interest in the presenting company’s financial offer.
The on-line catalogue should include comprehensive data on land, fixed assets, institutional set – up of
the company, financial information, excerpts from land registers and excerpts from urban plans for
vacant construction land owned by the companies etc.
The prospective Offeror should provide a memorandum of understanding with a national level
institution or agency (Serbian Investment and Promotion Agency, Serbian Chamber of Commerce,
Regional Chamber of Commerce Nis, Regional Development Agency “South”, Standing Conference of
the Cities and Municipalities or similar) to host and maintain the web-based platform on its web site.
The MoU should assure other cities and municipalities access to database for marketization of the other
Serbian brownfield locations and projects.
5. Identifying concrete investment opportunities and facilitating investments
In this phase, the selected Offeror should assist targeted businesses to establishing direct face – to –
face contacts with prospective investors and other sources of financing. This phase include collecting
responses and feedback on the investment opportunity, organizing meetings with interested investors,
facilitation of the trilateral contacts with “business mentors” and potential investors etc.
After an initial establishment of the contact with prospective investor, the selected Offeror is required
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to assist to each of the 15 companies to reach essential points of understanding with the prospective
investor with respect to the most significant elements of a desired agreement. Assistance should include
preparation of the “term sheets” or “letters of intent” which will address the key economic, financial
and strategic elements of an agreement and assist both parties to ensure that they have some
fundamental level of mutual vision and understanding at a very early stage of discussions, before
further due diligence, negotiation, drafting of the contract etc.
2b.EXPECTED DELIVERABLES
The winner of this award shall be responsible for producing the following deliverables:
1. Draft Business Offering Package and teaser for each 15 brownfield projects submitted in English for
review to the Project. The project will review submitted drafts and prepare comments/suggestions
within 15 days from the date drafts have been received.
2. Final version of the Business Offering Package delivered in both English and Serbian language
within 15 days from the date the comments have been received.
3. A designed and operational on-line database/web based platform of the brownfield businesses
4. Report on identified investment opportunities and progress on investments - at least four letters of
intent related to selected/locations brownfields received.
2c.
ILLUSTRATIVE DELIVERABLE SCHEDULE
The timeframe for implementation of these tasks is March 1, 2014 – January 30, 2015 The Offeror is
asked to propose the deliverable schedule for the following deliverables:
1. Draft Business Offering Package and teaser for each 15 brownfield projects submitted in English for
review to the Project. Project will review submitted drafts and prepare comments/suggestions within
15 days from the date drafts were received.
2. Final version of the Business Offering Package delivered in both English and Serbian language
within 15 days from the date comments were received.
3. Designed and operational on-line database/web based platform of the brownfield businesses
4. Report on identified investment opportunities and progress on investments - at least four letters of
intent related to selected/locations brownfields received.
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.
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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: mtodorovic@lokalnirazvoj.rs
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, Offerors must comply with the
instructions included herein and must ensure that all information furnished in their proposal is factual,
accurate, and complete. Offerors 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.
Offerors are required to submit enough information to allow for a complete assessment of the Offeror’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. 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 Offeror’s Technical Volume must be
included in the envelope marked with the words “Technical Volume,” the RFP number 030, and the
complete legal name and address of the Offeror’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 Offeror’s Cost
Volume must be included in the envelope marked with the words “Cost Volume,” the RFP number
030, and the complete legal name and address of the Offeror’s organization. Formulas in the cost
proposal shall be unlocked to allow SLD Project to analyze the calculations.
Offerors 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
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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 030
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,
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
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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.
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.
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.
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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
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.
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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
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:
Qualification of the Company - Past performance
1. Providing technical assistance in the area of the private sector development,
investment location database preparation and promotion of investment
locations, public-private dialogue, public-private partnership establishment and
negotiations with potential investors.
10
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Bidder has executed over 5 technical assistance services in last 5 years
10
Bidder has executed 3-5 technical assistance services in last 5 years
5
2. Preparing legal, economic, social and technical analyses and studies related to
15
local government competitiveness and investment-potentials
3 points per proven completed analysis or study in last 5 years (for maximum 5)
3. Developing Information systems designed to support local governments/LEDOs
15
in investment attraction
5 points per system for maximum 3 information systems in last 5 years
Project Team Key Personnel
1. Economic expert 1 (experienced in providing technical assistance to local
10
governments)
Over 10 years of experience
10
Over 5 years of experience
5
2. Economic expert 2 (experienced in working with the private sector)
10
Over 10 years of experience
10
Over 5 years of experience
5
3. Legal expert (asset management, preferably experienced in privatization)
10
Over 10 years of experience
10
Over 5 years of experience
5
4. Information technology expert
10
Over 10 years of experience
10
Over 5 years of experience
5
TOTAL
80
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?
The project may in addition evaluate cost using the following formula:
20 х Cmin
RC =
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 20.
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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.
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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
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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)
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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.
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(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
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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.