REQUEST FOR PROPOSAL

Technical Assistance for DELTA Collaboration, Learning, and Adaptation (CLA) Activities RFP No. 72066922F00004-2023-3

Approx. Start Date: January 30, 2024

Approx. End Date: October 31, 2026

From: Danny Guimaraes, Project Manager, DELTA Activity; James Collins, Chief of Party, DELTA Activity;

Email: dguimaraes@ibi-usa.com, jcollins@liberia-delta.org

Notice Date: December 11, 2023

Questions Due Date: 5pm GMT on December 20, 2023

Proposal Due Date: 5pm GMT on December 29, 2023

International Business Initiatives, doing business as “IBI” (USAID Prime Contractor)is seeking proposals from qualified local Liberian organizations to implement a range of CLA activities in support of the United States Agency for International Development (USAID) and Liberian organizations.

Interested Offerors are invited to submit a proposal in accordance with the requirements set out herein. Proposals must be received by IBI no later than 5pm GMT on December 29, 2023. If a proposal is received after the deadline or if it is incomplete, IBI may, at its sole discretion, decide not to accept it.

IBI anticipates the award of one (1) thirty-three-month duration Indefinite Delivery, Indefinite Quantity (IDIQ) subcontract for this activity with an estimated start date on January 30, 2024. IBI reserves the right to award more or fewer awards than anticipated, or to make no award. Your proposal must be valid for the specified Validity Period.

The proposals must be submitted in U.S. Dollars.

IBI anticipates the maximum aggregate ordering limitation for subcontract(s) resulting from this RFP to be US$ $438,000 with a two-year ordering period, with possibility of extension. The maximum aggregate dollar value of task orders awarded to all subcontractors cannot exceed this ceiling. This ceiling is not being subdivided among awardees (if applicable). There is no guarantee on the number of task orders that the successful subcontractor will receive or the amount of money beyond the minimum order guarantee set forth in the RFP (if any).

This procurement will be conducted under full and open competition procedures, pursuant to IBI Procurement Policy. Please refer to Sections C-H for information regarding proposal submission requirements. Section I states the factors by which proposals will be evaluated.

This solicitation in no way obligates IBI to award a subcontract, nor does it commit IBI to pay any cost incurred in the preparation and submission of a proposal in response hereto. Furthermore, IBI reserves the right to reject any or all proposals, if such action is considered to be not in the best interest of IBI.

It is the responsibility of the recipient of this solicitation document to ensure that it has been reviewed in its entirety, including subsequent solicitation amendments (due date is indicated for all questions to be entertained for clarification), if any, and IBI bears no responsibility for data errors resulting from transmission or conversion processes.

Any questions concerning this RFP must be submitted via email to Danny Guimaraes at dguimaraes@ibi usa.com by 5pm GMT on December 20, 2023. Oral instructions, answers, or guidance prior to the award of the contract shall not be binding.

We are looking forward to receiving your proposal and the necessary confirmation receipt will be provided.

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DELTA Technical Assistance for Collaboration, Learning, and Adaptation (CLA) Activities Request for Proposals Section 1. Instructions to Offerors

1. Introduction

The Liberia Data, Evaluation, Learning, and Technical Assistance (DELTA) Activity is a USAID program implemented by IBI in Liberia. The goal of the DELTA Activity is to provide analytical and advisory services to USAID/Liberia’s Office of Program and Project Development (PPD) and Technical Office (TO) teams in support of the Mission’s project design, performance monitoring and evaluation, and operational learning and adapting. These services play a key role in achieving the successful implementation of 1) the Mission’s overall 2019-2024 Country Development Cooperation Strategy (CDCS); 2) systematic inclusion of USAID’s strategic planning and research collection goals centered around the Mission’s CLA Plan; and 3) Mission’s Performance Management Plan (PMP).

As part of project activities, IBI is seeking a qualified subcontractor to provide support to the USAID/Liberia Mission to improve its internal CLA Agenda, support the implementation of the CLA Plan contained in the PMP, and provide technical expertise to strengthen the capacity of Mission teams and implementing partners (IPs) in CLA.

As a result of this RFP, IBI anticipates issuing an IDIQ subcontract—utilizing the terms and conditions of Section 2 of this RFP— in order to establish specific pricing levels and parameters for ordering the subcontractor’s services. This will allow IBI to issue specific task orders, on an as-needed basis, for the supply of CLA services over the next thirty-three (33) months, starting on/about January 30, 2024. The selected subcontractor shall deliver the services described in any task orders issued by IBI under this IDIQ. The total anticipated ceiling for the total amount of orders placed under the IDIQ will be USD 438,000.

1. Questions and Requests for Clarification

Any questions concerning this RFP must be submitted via email to Danny Guimaraes at dguimaraes@ibi-usa.com by 5pm GMT on December 20, 2023.

Questions must be submitted in writing; phone calls will not be accepted. Questions and requests for clarification—and the responses thereto—that IBI believes may be of interest to other offerors will be circulated to all RFP recipients who have indicated an interest in bidding.

Only the written answers issued by IBI will be considered official and carry weight in the RFP process and subsequent evaluation. Any verbal information received from employees of IBI or any other entity should not be considered as an official response to any questions regarding this RFP.

1. Proposal Deadline

Proposals must be submitted by 5pm GMT on December 29, 2023. Proposals received after this date and time will be considered late and will be considered only at the discretion of IBI.

1. Protocol for Submission of Proposals

Each offeror must submit its proposal in electronic copy (via email) in two separate volumes: the Technical Volume and the Cost Volume. Proposals must be prepared and submitted in English.

Proposals must be submitted via email to dguimaraes@ibi-usa.com and jcollins@liberia-delta.org. The subject line of the email must specify the Offeror’s name, whether the email contains the technical or cost volume, and “DELTA CLA Subcontract Proposal.” For example, the email title may read:

“DELTA CLA Subcontract Proposal_ABC Company_Cost Volume”

The Technical Volume and the Cost Volume must be submitted separately. The Technical Volume may not contain any cost or price information. Files must be clearly marked either “Technical Volume” or “Cost Volume”.

1. Technical Volume Contents

At a minimum, the Technical Volume must contain the following required completed documents:

1. A cover page with the name of the offeror, contact information for an authorized representative of the organization, including email and phone number, the offeror’s Unique Entity Identifier (UEI)1, and signature by an authorized negotiator on behalf of the offeror. (1 page)
2. Acronyms List (1 page)

iii. A table of contents (1 page).

1. Technical proposal (see Section G) (5 pages)

Annexes to be included as part of the Technical Volume include:

1. Annex I: CVs for proposed personnel (See Section G) (2 pages per CV)
2. Annex II: Three (3) past performance references (See Annex II of this RFP)

iii. Annex III: Organizational Chart showing reporting lines and proposed personnel positions.

1 A Unique Entity Identifier (UEI) is a twelve (12) character ID that is assigned by the United States Government (USG) to recipients of USG funding. Offerors must have an active UEI or be able to obtain a UEI prior to receiving a subcontract resulting from this RFP. More information on obtaining a UEI can be found here: https://www.fsd.gov/gsafsd_sp.

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1. Annex IV: A copy of the offeror’s official registration or business license.

The Technical Volume should not contain any cost- or price-related information.

1. Cost Volume Contents

At a minimum, the Cost Volume must contain the following required completed documents:

1. A cover page with the name of the offeror, contact information for an authorized representative of the organization, including email and phone number, the offeror’s Unique Entity Identifier (UEI), and signature by an authorized negotiator on behalf of the offeror. ii. Cost Proposal (see Section H)

Annexes to be included as part of the Cost Volume include:

1. Annex I: Completed/Signed Certifications (See Annex III of this RFP)
2. Instructions for the Preparation of the Technical Proposal

The technical proposal must be a Microsoft Word file. The technical proposal may not exceed 8 pages in length (excluding the cover page, acronyms list, table of contents, or annexes), and must use 12-point font and one-inch margins. The technical proposal must be in English. The technical proposal must include the page number at the bottom left side of each page.

IBI will not make assumptions concerning intent, capabilities, or experiences. Clear identification of technical proposal details shall be the sole responsibility of the Offeror.

The technical proposal must demonstrate the offeror’s capacity to implement the scope of work (SOW) as outlined in Annex 1, address the evaluation factors in Section I, and demonstrate capacity in the following areas: (1) relevant experience, (2) staffing, (3) organizational systems and policies, and (4) technical approach to implementing the activities outlined in the SOW.

(1) Relevant Experience:

Descriptions of relevant experience shall include a description of the activity, the name of the funding agency, and the dates the activity was completed. As part of Annex II to the technical proposal, offerors must include contact information for at least one individual from the funding agency or client organization who can speak to the offeror’s work on that activity. The individual experiences of executive staff may be considered as organizational experience.

(2) Staffing:

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The offeror must describe the positions that will be involved in the administration of the CLA Activities and provide brief summaries of the roles of each position. The offeror must name and provide the CV for the individual who will serve as its Lead CLA Advisor. The CV should be no longer than 2 pages and must be included in Annex I of the technical proposal. This person will be the direct point of contact between IBI and the offeror and will provide oversight and direction for all of the offeror’s staff working on the program. Personnel for positions other than the Lead CLA Advisor do not need to be named at this time, but offerors may provide CVs for up to three additional proposed personnel

in Annex I of the technical proposal. Offerors may also include an organizational chart as an annex to the technical proposal to show reporting lines and highlight named staff. Organizational Charts and CVs do not count towards the 8-page limit for the technical proposal.

(3) Organizational Systems and Policies:

The offeror shall describe organizational systems and procedures that will ensure smooth implementation of CLA Activities. These shall include, but are not limited to, systems for designing CLA activity materials, procuring goods and services required to implement activities, accounting compliance, and communications.

(4) Technical approach:

Offerors are encouraged to present any specific approaches they will use for completing the activities and deliverables outlined in the SOW. This section must clearly demonstrate how they will use innovative approaches and promote efficiency in carrying out the SOW. Efficiency may be measured in cost savings and achievement of rapid results or outcomes beyond what are required in the SOW.

1. Instructions for the preparation of the Cost proposal

Under the resulting IDIQ subcontract, IBI will issue Firm Fixed Price or Labor Hour type task orders. The subcontractor must provide labor set forth in task orders at rates consistent with the offeror’s final cost proposal. Costs for materials or other direct costs will be negotiated at the task order level.

Offeror’s must use the Cost Proposal Template (Attachment A) for their submission.

1. Excel worksheets must not contain passwords, locked cells, or references to calculations not provided elsewhere in the proposal, and all calculations and formulas must be visible and unlocked. Calculations and formulas must be used instead of lump figures wherever feasible; failure to follow these instructions is grounds for finding the cost proposal non-responsive.
2. Burdened Fixed Daily Rates (FDRs)
3. Each FDR for proposed personnel must be “burdened” and must include the following:
4. Salary
5. Payroll costs (fringe benefits, legally required social costs, allowances, differentials, etc.);

iii. Indirect Costs applicable to labor; and

1. Profit or fee, if any.

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1. FDRs will serve as the basis for pricing Firm-Fixed Price Task Orders.
2. Along with the Cost Proposal Template, offerors must provide a narrative justifying the labor rates for each labor category proposed with supporting information such as existing contracts or orders with approved rates, market research support, or payroll records.
3. In pricing costs for personnel compensation, Offerors must comply with the applicable cost principles (FAR Part 31 for profit organizations and 2 CFR 200 for non-profit organizations and educational institutions), as well as AIDAR 752.7007 Personnel Compensation.
4. Employee benefits must be compliant with Liberian labor laws and the price proposal must include a statement, signed by a duly authorized officer of the organization, certifying that the organization complies with all Liberian labor laws.
5. Evaluation Factors for Award:
6. Evaluation Method

IBI intends to evaluate proposals in accordance with this Section I and award a subcontract to the responsible Offeror(s) whose proposal(s) represents the Best Value to IBI. “Best value” is defined as the offer that results in the most advantageous solution for IBI, in consideration of technical, cost, and other factors.

The technical proposal will be rated of significantly higher importance than the price proposal. When the highest scoring technical proposal is equally rated between more than one offeror, price may be the determining factor.

1. Technical Proposal Evaluation Criteria:

Technical proposals will be evaluated, above all, on their ability to demonstrate the offeror’s capacity to provide technical services and support to USAID/Liberia staff to effectively execute the Mission’s CDCS and pursue organizational collaboration, learning and adaptive management. To determine this capacity, the technical evaluation panel will evaluate the four areas outlined in Section G above and in the chart below.

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Each factor will receive a score as follows: excellent, satisfactory, neutral, unsatisfactory, or deficient. A score of “excellent” demonstrates the offeror’s capacity to achieve results beyond those expected in the scope of work (SOW). A score of “satisfactory” demonstrates the offeror’s capacity to achieve the results outlined in the SOW. “Neutral” indicates ability to achieve some, but not all, of the results outlined in the SOW. “Unsatisfactory” indicates that the offeror is unlikely to achieve most of the results expected in the SOW. A score of “deficient” indicates that the offeror is unlikely to achieve any of the results expected in the SOW. Proposals may also receive a score of “non-responsive” if they do not comply with the instructions outlined in this RFP.

1. Cost Proposal Evaluation Criteria:

Cost proposals will be evaluated but will not be assigned a rating.

IBI will conduct a cost evaluation to determine if the proposed rates are reasonable. This evaluation is conducted with the expectation of adequate cost/price competition and will rely heavily on market forces to determine whether the proposed cost/price is fair and reasonable. The comparison of proposed cost/price in response to this solicitation is the preferred technique for this evaluation. IBI may also compare the proposed cost/price to historical cost/price paid for the same or similar services and the independent cost estimate.

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A cost evaluation will not be performed where the Offeror’s technical proposal is not deemed technically acceptable. J. Validity Period

Proposals must remain valid for at least sixty (60) calendar days after the proposal deadline.

1. Authorized USAID Geographic Code

All goods and services offered in response to this RFP or supplied under any resulting award must meet USAID Geographic Code 935 in accordance with the United States Code of Federal Regulations (CFR), 22 CFR §228, available at: https://www.ecfr.gov/current/title-22/chapter II/part-228.

1. Eligibility of Offerors

By submitting an offer in response to this RFP, the offeror certifies that it is legally organized under the laws of Liberia; has as its principal place of business or operations in Libera; is majority owned by individuals who are citizens or lawful permanent residents of Liberia; and managed by a governing body the majority of who are citizens or lawful permanent residents of Liberia. It further certifies that its principal officers are not debarred, suspended, or otherwise considered ineligible for an award by the U.S. Government. IBI will not award a contract to any firm that is debarred, suspended, or considered to be ineligible by the U.S. Government.

1. Negotiations

Best and final price proposals are requested from all offerors. It is anticipated that awards will be made solely based on these original proposals. However, IBI reserves the right to conduct negotiations and/or request clarifications prior to awarding a subcontract.

1. Terms and Conditions of Subcontract

The anticipated subcontract type resulting from this RFP is an IDIQ, under which firm fixed price task orders will be issued to the selected subcontractor(s). This solicitation is subject to the Draft IDIQ and Terms and Conditions detailed in Annex IV. Any resultant award will be governed by these terms and conditions. IBI reserves the right to make revisions to the content, order, and numbering of the provisions in the actual subcontract document prior to execution by IBI and the selected awardee. Issuance of a subcontract award is subject to availability of sufficient funds.

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ANNEX I

SCOPE OF WORK

USAID/Liberia Data, Evaluation, Learning, and Technical Assistance (DELTA) Activity COLLABORATING, LEARNING, AND ADAPTING SUBCONTRACT

International Business Initiatives (IBI) is implementing the USAID-funded Liberia Data, Evaluation, Learning, and Technical Assistance (DELTA) Activity, which provides analytical and advisory services to USAID/Liberia’s Office of Program and Project Development (PPD) and Technical Office (TO) teams in support of the Mission’s project design, performance monitoring and evaluation, and operational learning and adapting. These services will play a key role in achieving the successful implementation of 1) the Mission’s overall 2019-2024 Country Development Cooperation Strategy (CDCS); 2) systematic inclusion of USAID’s strategic planning and research collection goals centered around the Mission’s Collaborating, Learning and Adapting (CLA) Plan; and 3) Mission’s Performance Management Plan.

A top strategic priority for the Mission is ensuring that all programmatic activities are grounded in a deep and nuanced understanding of Liberia’s geography, climate, historical experience, culture, values, political economy, social capital, and human and institutional capacity. DELTA will develop relationships and maintain regular communications with a broad range of Liberian stakeholders of USAID programs. DELTA will deliver high-quality analysis and advice on how USAID programs can be tailored to fit the local context in order to produce the greatest possible development impacts.

OBJECTIVES

The objective of this SOW is to advance USAID/Liberia’s CLA Plan contained in the PMP by providing advisory and CLA services to the Mission, monitoring the Mission’s progress in fulfilling its learning agendas, providing suggestions on how to fill learning gaps, and transmitting the results of this knowledge generation to relevant stakeholders. Through DELTA’s implementation of CLA activities, the Mission will have a systematic process in place to gain a thorough understanding of its programming, the country and sectoral context, and better understand where gaps in knowledge exist and how to fill them. DELTA’s CLA activities will also help the mission transmit this information to relevant stakeholders through CLA capacity development workshops for the Mission and IPs, after action reviews, creating and disseminating media/knowledge products, and supporting other events as requested by the Mission.

This SOW describes the expectations, roles and responsibilities for the subcontractor supporting the implementation of DELTA’s CLA component.

The subcontractor will provide technical services and support to USAID/Liberia staff to effectively execute USAID/Liberia’s CDCS and pursue organizational collaboration, learning and adaptive management. The subcontractor will support each USAID technical team to draft a DO Learning Agenda with a prioritized list of short-, medium-, and long-term plans for operationalizing learning that cannot be answered solely through performance monitoring and contextual data. The Learning Agenda will identify opportunities to enhance KM; conduct cross sectoral analysis; identify steps to improve organizational practices, learning, and adapting; and propose a process for collecting and sharing lessons learned.

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The subcontractor will support the Mission to improve its internal CLA Agenda, support the implementation of the CLA Plan contained in the PMP, and provide technical expertise to strengthen the capacity of Mission teams and IPs in CLA.

Illustrative tasks/services include the following:

1. Review the Mission’s CLA Plan. The review will identify methods of 1) establishing how the plan meets best practices of USAID’s CLA framework and key concepts, and 2) the level of implementation of the CLA plan. Following the CLA Plan review, the subcontractor will provide suggestions on how to ensure continuous integration of CLA in the implementation of the Mission’s activities by developing a plan for supporting the Mission’s CLA activities.
2. Support the development and implementation of Development Objective (DO) Learning Agendas and propose methods to address learning needs. The sub-contractor will support each USAID technical team to draft a DO Learning Agenda with a prioritized list of short-, medium-, and long-term plans for operationalizing learning through the use of performance monitoring and contextual data. For each Learning Agenda, the subcontractor will identify steps to improve organizational practices, learning, and adapting, and

propose a process for collecting and sharing lessons learned. Through this support, the subcontractor will monitor the Mission’s progress in addressing learning needs, provide suggestions on how to fill knowledge gaps, and develop appropriate platforms and mechanisms to transmit the results of knowledge generation to relevant stakeholders. The subcontractor will revisit the Mission’s learning agendas bi-annually and adapt them as learning questions are answered and the operating context shifts.

3. Support CLA workshops for the Mission and IPs as requested by DELTA, including after action reviews, evaluation reviews, portfolio reviews, trainings, conferences, and other events as requested by the Mission. Create and disseminate media and knowledge products, while ensuring that the Mission has systematic processes that allow for the capture of useful learning and adaptation of ongoing and future activities.
4. Support the organization and facilitation of Mission knowledge sharing events with key external stakeholders. The subcontractor will ensure that these events are well-organized, well-attended, and dynamic, thereby increasing collaboration with internal and external stakeholders around critical shared learning opportunities.
5. Develop and update quarterly a calendar of planned CLA activities.
6. Work with the Mission to select and finalize topics for workshops and conferences with the list of participants or attendees.
7. Ensure the Mission’s knowledge sharing events result in Mission activity managers and their Liberian partners’ improved understanding of theory, research, best practice, and empirical evidence relating to USAID assistance activities.
8. Support the Mission’s efforts to use systematic processes to understand where gaps in knowledge exist and how to fill them. Support the use of findings from research and evaluations in decision-making.

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9. Research, review, synthesize, and summarize relevant information as inputs for knowledge sharing events to facilitate efficient learning, such as learning events, information briefs, presentations, activity guides, etc.

Illustrative Deliverables

Through the period of the agreement, the subcontractor may be tasked with producing the following illustrative deliverables:

1. Plan to support the Mission’s CLA activities based on a review of the existing USAID CLA Pplans and Llearning aAgenda. The subcontractor will develop and submit a CLA plan to DELTA for review and approval prior to implementing all CLA activities.
2. Plan to support PPD and technical other offices to align Mission policies, practices and processes with learning and to promote strategic adaptation. This will include the process and activities through which the Mission will gain a thorough understanding of its programming, the country sectoral context, stakeholders’ interests, and where gaps in knowledge exist, as well as the processes for filling knowledge gaps and transmitting this information to relevant stakeholders.
3. Training, facilitation and learning materials (including but not limited to agendas; training and facilitation manuals; PowerPoint presentations; etc.) developed for each training, facilitation and learning event. Materials are required to be well written and clearly drafted and submitted to DELTA for review and approval prior to all events.
4. Calendar of CLA events, ensuring that events’ components are in line with the needs of USAID and stakeholders, making sure that USAID offices concur with the events’ components and calendar developed.
5. Learning Agenda and Implementation Plan with methods to address DO learning agenda gaps and a method of assisting the Mission in implementing the proposed plan. Learning agenda components are to be in line with the needs of each DO team. This will require that the learning agenda and implementation plan is reviewed by each DO Team Lead.
6. List of participants for each planned event submitted to DELTA for approval prior to event’s implementation.
7. Outputs from CLA and knowledge sharing events in the form of analytic reports, summaries, action plans, meeting notes, decisions made, and follow ups from learning engagements, etc.
8. Weekly update one-pager on the progress of activities’ implementation, outputs and results achieved
9. Quarterly reports on key activities, events, successes, and challenges encountered with the following reporting due dates (January 15 for Q1; April 15 for Q2; July 15 for Q3)
10. Annual report on key activities, events, successes, and challenges encountered including details from Q4 due on October 15.
11. In consultation with DELTA and USAID, develop an annual workplan to be submitted on October 31st. The workplan for year 1 is due within 60 days after award. The Work Plan will include proposed major activities that could or will be undertaken, rationale behind

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these activities, anticipated results of these efforts and how they will be measured, costs of short-term assistance and training to be delivered during the year; the kind and cost of commodities to be provided, and a timeframe for when activities will commence and end.

ANNEX II

PAST PERFORMANCE FORMAT

The following table must be completed and included as Annex II of the Technical Volume. Include at least three (3) projects that best illustrate experience relevant to this RFP or similar activities. Projects must have been completed in the past three years.

Prior work with IBI may not be used in this table.

IBI reserves the right to contact provided references to verify and, if applicable, request further information. IBI reserves the right to obtain past performance information obtained from sources other than those identified by the offeror. IBI shall determine the relevance of similar past performance information.

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ANNEX III

REPRESENTATIONS AND CERTIFICATIONS OF OFFERORS

The following certifications must be completed and submitted as Annex III of the Technical Volume:

3.1: CERTIFICATE OF INDEPENDENT PRICE DETERMINATION

_________________________(hereinafter called the “offeror”)

(Name of Offeror)

(a) The offeror certifies that—

(1) The prices in this offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other offeror or competitor relating to— (i) Those prices;

(ii) The intention to submit an offer; or

(iii) The methods or factors used to calculate the prices offered.

(2) The prices in this offer have not been and will not be knowingly disclosed by the offeror, directly or indirectly, to any other offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and

(3) No attempt has been made or will be made by the offeror to induce any other concern to submit or not to submit an offer for the purpose of restricting competition.

(b) Each signature on the offer is considered to be a certification by the signatory that the signatory—

(1) Is the person in the offeror’s organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to paragraphs (a)(1) through (a)(3) of this provision; or (2)(i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any action contrary to paragraphs (a)(1) through (a)(3) of this provision ____________________ [insert full name of person(s) in the offeror’s organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the offeror’s organization];

(ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) of this provision have not participated, and will not participate, in any action contrary to paragraphs (a)(1) through (a)(3) of this provision; and

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(iii) As an agent, has not personally participated, and will not participate, in any action contrary to paragraphs (a)(1) through (a)(3) of this provision.

(c) If the offeror deletes or modifies paragraph (a)(2) of this provision, the offeror must furnish with its offer a signed statement setting forth in detail the circumstances of the disclosure.

Company Name:

By (Signature): ___________________ Title: _____________________

Printed Name: ____________________ Date: _____________________

3.2: CERTIFICATION REGARDING RESPONSIBILITY MATTERS

(a) (1) The Offeror certifies, to the best of its knowledge and belief, that –

(i) The Offeror and/or any of its Principals –

(A) Are , are not , presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency;

(B) Have , have not , within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property;

(C) Are , are not , presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision;

(D) Have , have not , within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $10,000 for which the liability remains unsatisfied.

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(ii) The Offeror has , has not , within a 3-year period preceding this offer, had one or more contracts terminated for default by any Federal agency.

(2) “Principal,” for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment; and similar positions). This certification concerns a matter within the jurisdiction of an agency of the United States and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Section 1001, Title 18, US Code.

1. b) The Offeror shall provide immediate written notice to IBI if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
2. c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror’s responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by IBI may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available IBI, IBI may terminate the contract resulting from this solicitation for default.

Company Name:

By (Signature): ___________________ Title: _____________________

Printed Name: ____________________ Date: _____________________

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3.3: EVIDENCE OF RESPONSIBILITY STATEMENT

This statement describes the offeror’s internal policies and procedures, as well as its ability to comply with the terms and conditions of a potential subcontract resulting from RFP No. 72066922F00004-2023-3. The offeror shall complete the information in this statement as part of its proposal.

Company Name:

Address:

UEI Number:

1. Authorized Negotiators

The offeror’s proposal in response to RFP No. 72066922F00004-2023-3 may be discussed with any of the following individuals. These individuals are authorized to represent our company in negotiation of this proposal.

Names of authorized negotiator(s):

These individuals can be reached at the following office:

Address:

Telephone/Email:

2. Adequate Financial Resources

We hereby certify that the above-named company maintains adequate financial resources to manage any subcontract resulting from this offer.

If the offeror is selected for an award valued at $30,000 or above, and is not exempted based on a negative response to Section 2(a) below, any first-tier subaward to the organization may be reported and made public through FSRS.gov in accordance with The Transparency Acts

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of 2006 and 2008. Therefore, in accordance with FAR 52.240-10 and 2 CFR 170, if the offeror positively certifies below in Sections 2.a and 2.b and negatively certifies in Sections 2.c and 2.d, the offeror will be required to disclose to IBI for reporting in accordance with the regulations, the names and total compensation of the organization’s five most highly compensated executives. By submitting this proposal, the offeror agrees to comply with this requirement as applicable if selected for a subaward.

In accordance with those Acts and to determine applicable reporting requirements, we certify as follows:

1. a) In the previous tax year, was your company’s gross income from all sources above $300,000?

Yes No

1. b) In your business or organization’s preceding completed fiscal year, did your business or organization (the legal entity to which the UEI number belongs) receive (1) 80 percent or more of its annual gross revenues in U.S. federal contracts, subcontracts, loans, grants, subgrants, and/or cooperative agreements; and (2) $25,000,000 or more in annual gross revenues from U.S. federal contracts, subcontracts, loans, grants, subgrants, and/or cooperative agreements?:

Yes No

1. c) Does the public have access to information about the compensation of the executives in your business or organization (the legal entity to which the UEI number it provided belongs) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? (FFATA § 2(b)(1)):

Yes No

1. d) Does your business or organization maintain an active registration in the System for Award Management (SAM.gov)?

Yes No

3. Ability to Comply

We certify we are able to comply with the proposed schedule and period of performance, having taken into consideration all existing business commitments, commercial as well as governmental.

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4. Record of Performance, Integrity, and Business Ethics

Our record of integrity is outstanding. We have no allegations of lack of integrity or of questionable business ethics. Our integrity can be confirmed by our Past Performance References, contained in the Technical Volume.

5. Organization, Experience, Accounting and Operational Controls, and Technical Skills

Describe how the subcontract will be managed:

6. Equipment and Facilities

Describe the equipment and facilities available:

7. Eligibility to Receive Award

We are qualified and eligible to receive an award under applicable laws and regulation. In addition, we have performed similar work – describe:

8. Acceptability of Subcontract Terms and Conditions

We have reviewed the solicitation document and attachments and agree to the terms and conditions set forth therein. I hereby certify that the above statements are true and accurate, to the best of my knowledge.

Company Name:

By (Signature): ___________________ Title: _____________________

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Printed Name: ____________________ Date: _____________________

3.4: CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEPT 2007)

_________________________(hereinafter called the “offeror”)

(Name of Offeror)

(a) Definitions. As used in this provision—“Lobbying contact” has the meaning provided at 2 U.S.C. 1602(8). The terms “agency,” “influencing or attempting to influence,” “officer or employee of an agency,” “person,” “reasonable compensation,” and “regularly employed” are defined in the FAR clause of this solicitation entitled “Limitation on Payments to Influence Certain Federal Transactions” (52.203-12).

(b) Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled “Limitation on Payments to Influence Certain Federal Transactions” (52.203-12) are hereby incorporated by reference in this provision.

(c) Certification. The Offeror, by signing its offer, hereby certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on its behalf in connection with the awarding of this contract.

(d) Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the Offeror with respect to this contract, the Offeror shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. The Offeror need not report regularly employed officers or employees of the Offeror to whom payments of reasonable compensation were made.

(e) Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by 31 U.S.C. 1352. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure.

(f) Should the Offeror’s circumstances change during the life of any resulting subcontract with respect to the above, the Offeror will notify Buyer immediately. ___________________________________

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By (Signature) ___________________ Title _____________________

Printed Name ____________________ Date _____________________

ANNEX IV

DRAFT IDIQ TERMS AND CONDITIONS

TERMS AND CONDITIONS

This Subcontract Agreement (“Subcontract”) is made between International Business Initiatives, Inc, d/b/a IBI (“IBI” or “Prime Contractor”), a company incorporated under the laws of the State of Texas, U.S.A., and Click here to enter text. (hereinafter called “the Subcontractor”) a Click here to enter text., incorporated under the laws of Click here to enter text.

The Subcontract is in full force as of the first day of the Effective Date between the Company and the Subcontractor. The Company and the Subcontractor are collectively referred to as “the Parties”.

Now, therefore, in consideration of the promises and of the mutual covenants and agreements contained herein, and intending to be legally bound, the parties hereby agree to the following terms and conditions of this Subcontract:

1. DURATION OF SUBCONTRACT

1.1. Period of Performance. The period of performance of this Subcontract is from the Effective Date of this Subcontract to the End Date of the Subcontract as stated in the Cover Sheet of this Subcontract. Notwithstanding the foregoing and the provisions of Section 1.2, this Subcontract may be terminated in accordance with its Termination provisions.

1.2. Option to Extend the Term of the Subcontract. The initial period of performance may be extended by written bilateral amendment to this Subcontract.

2. SERVICES

2.1. Scope of Services. Subcontractor shall furnish necessary personnel, services, materials, equipment, tools, incidental engineering and related technical services, and transportation, and otherwise do all things necessary to the delivery of all tasks, items, and deliverables to perform as short-term technical experts, as more fully described in the Statement of Work attached as Annex A (the “Subcontracted Services”). If at any time during the contract performance the Government modifies the Prime Contractor’s

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scope of work, the Parties in compliance with FAR 52.243-2 as applied to this Subcontract, agree to renegotiate in good faith Subcontractor’s work to the extent that Subcontractor’s work is impacted by such Prime Contract modification.

2.2. Independent Subcontractor. The Subcontractor enters into this Agreement as an independent subcontractor and not an employee of IBI. The Subcontractor shall exercise its own discretion and judgment in the performance of the services and in accordance with good business practices customary for the performance of such services in similar circumstances. Under no circumstances shall the Subcontractor look to IBI as its employer, or as a partner, agency, or principal. Neither Subcontractor nor its employees shall be entitled to any employment benefits accorded to IBI’s employees, including without limitation, worker’s compensation, disability insurance, vacation, or sick pay. Subcontractor shall be responsible for providing, at Subcontractor’s expense, and in Subcontractor’s name, malpractice, unemployment, disability, worker’s compensation, professional liability insurance, and other insurance, as well as licenses and permits, usual or necessary for conducting the services. Evidence of insurances, licenses, and permits shall be provided to IBI before work commences. All taxes of every kind and nature, including occupation, income, property taxes, and value-added taxes (“VAT”), shall be the responsibility of the Subcontractor. The Subcontractor shall report and pay, as an independent contractor, all taxes applicable to amounts received from IBI hereunder, unless an exemption to such tax liability is available in the country of performance, in which case no taxes for which an exemption is available will be payable under this Subcontract.

2.3. VAT. With respect to Value Added Tax, Subcontractor will be responsible for paying, tracking, seeking reimbursement for, and reporting all VAT assessed and paid in connection with Subcontractor’s performance under this Subcontract for which an exception is available due to bilateral or other agreements. Subcontractor cannot charge VAT under this agreement, unless it has demonstrated utilization of best efforts in recovering all taxes under the authority of the bilateral agreement and reimbursement has been approved to bill on the Prime Contract. Conditions for reimbursement of VAT in the case of USAID disallowance will be handled in accordance with the Disallowed Costs section of this Subcontract. IBI will submit, on behalf of Subcontractor, all VAT reimbursement requests to the appropriate entity, if required or utilize other procedures as required by USAID. Subcontractor shall submit reports on VAT to IBI as requested. Subcontractor’s reporting of VAT and any other foreign taxes shall be in accordance with IBI’s specific instructions as well as AIDAR 752.229-71 (Reporting of Foreign Taxes) and FAR 52.229–8 (Taxes— Foreign Cost–Reimbursement Contracts).

2.4. Insurance. Subcontractor shall maintain at least the following insurance coverages, unless otherwise agreed by Prime Contractor in writing:

2.4.1. Commercial General Liability coverage, including coverage on Products/Completed Operations, Blanket Contractual, Contractors’ Protective Liability, Broad Form Property Damage, Personal Injury/Advertising Liability, and Bodily Injury and Property Damage with limits of not less than:

General Aggregate Limit – $ IDIQ Ceiling

Each occurrence, combined single limit – $ IDIQ Ceiling

Aggregate products, combined single limit – $ IDIQ Ceiling

Aggregate personal injury/advertising liability – $ IDIQ Ceiling

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2.4.2. Statutory workers’ compensation insurance (“workers’ compensation”) in the jurisdition in which work is to be performed.

2.4.3. Professional liability insurance in the amount of $ IDIQ Ceiling per claim and in the aggregate. Professional liability must not be limited to Bodily Injury and Property Damage liability. Coverage must be maintained for a minimum of two years following completion of the Subcontracted Services.

2.4.4. The Commercial General Liability and Umbrella Excess policies must include endorsements adding the Prime Contractor and Client as additional insured, stating coverage is primary and not contributory with any other insurance or self insurance available to the additional insured and a waiver of subrogation in favor of Prime Contractor and Client. Addition of insured endorsements limiting coverage to “ongoing work” of the “sole negligence” of Subcontractor are not acceptable.

2.4.5. Prior to commencing work under this contract, certificates of insurance with original signed endorsements must be provided to Prime Contractor at the address set forth in the Notice provision.

2.4.6. Subcontractor shall not direct charge premiums for any insurance coverage in this section except for Defense Base Act Insurance (also known as Workmen’s Compensation Insurance) which the Subcontractor will price and maintain Insurance as required by this Agreement and Task Orders. Subcontractor shall provide to Prime Contractor insurance certificates evidencing the required coverage before commencing Services under the applicable Task Orders, and as Prime Contractor may request in writing.

2.4.7. If Subcontractor utilizes the services of lower-tier subconsultants or subcontractors, Subcontractor shall ensure such lower-tier subconsultants and subcontractors meet the insurance requirements set forth herein. In the event lower-tier subconsultants and subcontractors cannot meet the insurance requirements set forth herein, Subcontractor may submit a written request for an exception for each individual subconsultant and subcontractor. Prime Contractor shall not unreasonably withhold approval of such written requests.

2.5. Authorized Services. Subcontractor shall provide only work that is authorized in writing by Prime Contractor by issuance of Task Orders, signed by IBI’s Authorized Representative within the scope of this Subcontract. Costs incurred for work undertaken that was not authorized under this Subcontract will be considered unallowable under this Subcontract.

2.6. IBI Authorized Representatives. The Company Contracting Representative indicated on the Cover Sheet is the authorized IBI Contracting Representative, charged with providing any contractual direction in regard to this Subcontract. Each Task Order will list authorized Contractual and Technical Representatives for the Task Order.

2.7. Authorized Subcontractor Personnel. The following conditions will apply to Labor Hour Task Orders issued under this Subcontract unless specified differently in the Task Order. IBI and Subcontractor will agree to certain named Subcontractor personnel in the final negotiated budget of the Task Order. For Subcontractor employees performing under such Task Order and who are not named in the budget, Subcontractor shall submit names, resume information, proposed Scope of Work (“SOW”) and

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deliverables to IBI for approval at least 10 days prior to initiating billable work/hours under the Task Order, or other period mutually agreed between the parties. For avoidance of doubt, unless USAID requires IBI to seek rate approvals for Subcontractor personnel, rate approval of Subcontractor personnel is not required as long as Subcontractor adheres to the compensation restrictions in the applicable cost principles and any compensation limitation clauses of this Subcontract, including any flow down clauses incorporated herein. For any rates for which Subcontractor does not seek rate approval, Subcontractor is responsible for defending the allowability of compensation to IBI, USAID (via pass-through procedure laid out in 4.5, and USAID’s auditors.

2.8. Written approval by IBI is required for all subcontracts, including independent consultants. Subcontractors shall keep all procurement files for all fixed price consultant contracts of any value, pertaining to competition, selection (or sole source justification), cost reasonableness, etc., and will make such documentation available to IBI upon request. Additionally, Subcontractor shall keep copies of work products, reports and other documentation to support delivery of services by such consultants and make those available to IBI upon request.

2.9. Subcontractor Employee Personnel Requirements. Subcontractor shall cause its personnel to abide by the following requirements, in addition to other requirements set forth or incorporated into this Subcontract:

2.9.1. Where travel Internationally is required to work on subcontracted services, Subcontractor personnel shall only bill costs that are allocable to the Subcontract. Subcontractor will make clear in international travel approval submissions to IBI if the traveler is going to any Task Order destination as part of a split trip.

2.9.2. The work-week schedule will be 40 hours per week, Monday through Friday unless IBI provides written advance approval or unless specified differently in the Task Order. The work-week schedule for STTA personnel will be up to 40 hours per week (even during local country holidays) unless otherwise approved by IBI. Overtime (including uncompensated overtime) is not allowed unless IBI provides written advance approval.

2.10. Removal of Subcontractor Personnel. IBI reserves the right to remove any Subcontractor personnel at the request of IBI’s Client or if IBI has any concerns with the individual’s performance or conduct. In the event that Subcontractor personnel are removed and IBI seeks replacement, Subcontractor shall, within fourteen (14) calendar days of receipt of notice from IBI, provide alternative qualified personnel as a replacement or to fill the position in an acting capacity to participate in the performance of the Subcontract. IBI may utilize its own personnel to provide the services required of Subcontractor’s personnel in the event Subcontractor fails to timely provide qualified personnel to perform the services under this Subcontract. In addition to the requirements of this section, Subcontractor substitution shall be subject to any personnel limitations and other related requirements of the Prime Contract as are incorporated herein.

2.11. Best Efforts. Subcontractor agrees to use its best efforts to accomplish all the work identified in this Subcontract. Subcontractor’s obligation will be deemed complete if:

2.11.1. The Subcontractor’s work is performed in accordance with specifications/deliverables identified in this Subcontract or Task Orders and are accepted by Prime Contractor;

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2.11.2. All requirements of this Subcontract and resulting Task Orders have been met;

2.11.3. The Subcontractor’s services are accepted by Prime Contractor in accordance with the requirements for services outlined in the Task Orders; and

2.11.4. Subcontractor performs its work in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in the region where the work under the Subcontract is provided.

2.12. Modification or Amendment by the Government. In the event that the Prime Contracts, is modified or amended by the Government, Prime Contractor, in compliance with FAR 52.243-2 as applied to this Subcontract, shall have the right to make a corresponding modification or amendment in writing to this Subcontract to the extent that the modification affects the price of the Subcontract. The Parties will use best efforts to agree on the amendment within 30 days. If the Parties are unable to agree upon an amendment to this Subcontract within 30 days, then upon written notification to the Subcontractor, the Prime Contractor may go forward and use its own resources to ensure timely performance of the services. Unless directed in writing to stop work by the Prime Contractor, nothing in this clause shall excuse the Subcontractor from proceeding with performance of the Subcontract as revised by the modification.

2.13. Branding Implementation Plan and Marking Plan. Subcontractor shall comply with the USAID Branding Implementation Plan and Marking Plan, as provided by Prime Contractor, and with AIDAR 752.7009, as if set forth the Task Orders.

2.14. Scope of Work. Scope or Work will be included in each Task Order issued under this Subcontract.

2.15. Notice to Proceed. The Subcontractor shall not mobilize staff, nor incur any costs, prior to receiving a Notice to Proceed (“NTP”) from Prime Contractor for each Task Order.

3. SUBCONTRACT TYPE AND TASK ORDER PRICING LIMITATIONS

3.1. Subcontract Type. This is an Indefinite Quantity Indefinite Delivery (IDIQ) Subcontract, which will issue Labor Hour or Fixed Price Task Orders. The Contractor shall provide the deliverables or outputs described in the Task Orders and comply with all Subcontract requirements. In case of conflict between Task Orders and this Subcontract, this Subcontract will prevail.

3.2. Minimum Obligated Amount. The basic Subcontract includes no initial obligation of funds.

3.3. Maximum Contract Ceiling. This is a [single/multiple] award Indefinite Quantity Contract (IDIQ) with an overall ceiling price listed on the Cover Sheet. The maximum aggregate dollar value of task orders awarded must not exceed the contract ceiling. This ceiling is not being subdivided among the number of awardees nor is it being multiplied by the number of awardees.

3.4. Fixed Fee Ceiling (Fixed Price Orders).

3.4.1. For Fixed Price sole source Task Orders, the Contractor may propose a profit/fee not to exceed [TBD] when providing a breakdown of costs in support of the fixed price.

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3.5. Requirements for Personnel Compensation. In pricing and incurring costs for Personnel Compensation under Task Orders issued pursuant to this Subcontract, Subcontractor must comply with the applicable cost principles (FAR Part 31 for profit organizations and 2 CFR 200 for non-profit organizations and educational institutions), AIDAR 752.7007 Personnel Compensation as well as the Additional Requirements For Personnel Compensation as outlined in each Task Order. Compensation for Subcontractor personnel not conforming to these requirements must be approved by IBI prior to personnel performing under any Task Orders issued under this Subcontract.

3.6. Burdened Ceiling Daily Rates (CDR).

3.6.1. Central management costs will be handled through the following method: IBI has determined that a key (full-time) technical manager is not necessary or required to administer the basic IDIQ. Subcontractor will not be authorized to bill IBI directly for IDIQ management costs under this IDIQ or under Task Orders.

3.6.2. Labor Hour Task Order rates or rates proposed for pricing Fixed Price Task Orders must not exceed the ceiling daily rates set forth in the table below. Each CDR for personnel listed below is “burdened” and must only include salary costs , payroll costs (fringe benefits, FICA, allowances, differentials, etc.), indirect Costs applicable to labor; and profit or fee, if any.

3.6.3. The CDRs set forth below are fixed for the contract period and is for a productive eight (8) hour day and apply to all subcontractors if approved by IBI. No compensated or uncompensated overtime is authorized, unless required by law and only with prior approval by IBI.

3.6.4. The single unburdened Ceiling Daily Rate for each labor category/group below represents the mid-level, and senior level rate in each category/grouping. One unburdened ceiling daily rate for each labor category/grouping is included in the contract to provide more flexibility under task orders. These rates are Not to Exceed Rates, and actual salaries/consultant rates must be justified in accordance with 3.6 Personnel Compensation.

3.6.5. The CDRs below indicate the ceiling rates for labor in year one of the ordering period. The rates shall increase in each subsequent year by applying an inflation rate of [TBD].

3.6.6. The Burdened Ceiling Daily Rates (CDRs) apply to all labor (the prime contractor, subcontractor, TCNs, CCN’s, and consultant rates). CCN and TCN labor are also governed by the local compensation plan limitations as further provided below or as outlined in each Task Order.

3.6.7. Labor Categories Minimum Requirements: [TBD]

4. INVOICING, RECORDS, AUDIT, PAYMENT AND COSTS

4.1. Invoicing.

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4.1.1. Submission of Invoices. Written invoices for this Subcontract shall be submitted to Prime Contractor on a monthly basis. Invoices shall be submitted no later than five (5) days after the last day of the prior calendar month, but may contain costs incurred prior to the date each invoice is submitted. A written final invoice shall be submitted to Prime Contractor within sixty (60) days following the completion of performance under the Prime Contract or longer period mutually agreed between the Parties. Subcontractor is required to submit invoices on a timely basis. Prime Contractor shall have no liability for any services rendered or direct costs incurred by Subcontractor that have not been submitted on an invoice to Prime Contractor within one hundred twenty (120) days of the end of the period during which the costs were incurred, or other period agreed between the parties. Written notification shall be provided to Prime Contractor for any perceived or noted discrepancy in payment, along with supporting documentation, within thirty (30) days of being paid for the period invoiced, or Prime Contractor shall not be liable for those costs incurred. In the event that the due date for the invoicing deadlines in this section falls on a weekend or holiday, the invoice shall be due the next business day.

4.1.2. Form and Content of Invoices. For Labor Hour Task Orders Invoices shall be submitted on the Subcontractor’s letterhead and shall be signed by an authorized representative of the Subcontractor. Invoices shall include the following required elements (for Fixed Price Task Orders, see specific language in the Task Order):

1. a) IBI’s name and billing address;
2. b) Remittance name and address;
3. c) Unique invoice number;
4. d) Pay request number;
5. e) Date of invoice period;
6. f) Description, quantity, unit of measure, unit price, and extended price of the items delivered;
7. g) Applicable labor costs reported by individual rates and number of units, both for the incremental amount being billed and for the cumulative amount.
8. h) Total requested compensation, the amount of the current invoice, the cumulative amount to date, and the amount of compensation remaining under this Subcontract, if applicable;
9. i) Total amount due;
10. j) Supporting documentation for labor (timesheets) and other direct costs (expense reports, receipts, etc.); k) Currency conversion (on receipts), source and date of currency conversion, when applicable; and
11. l) Name, title, phone number and mailing address of the Subcontractor personnel to be notified in the event of a defective invoice.

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4.1.3. Submission of Invoices. Invoices shall be submitted electronically to the following recipients:

INSERT INVOICING POCS HERE.

Prime Contractor reserves the right to require the use of a secure file share site in the event that email transmittal will not be feasible due to the electronic size of the invoice and supporting documentation.

4.1.4. Signature and Certification. Subcontractor’s submission of an invoice to Prime Contractor constitutes Subcontractor’s certification that the invoiced amounts are properly due and owing for work performed by Subcontractor. Subcontractor agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless Prime Contractor for any and all claims or liabilities, including any claims or liabilities under the False Claims Act, 31 U.S.C. sections 3729-3733, arising from Subcontractor’s submission of any inaccurate or false invoice.

4.1.5. Sample Invoice. A sample invoice is included as Annex B.

4.1.6. Separate Invoices. The Subcontractor shall submit no more than one invoice per month for services rendered. 4.2. Records.

4.2.1. The Subcontractor shall maintain time sheets in a format consistent with Defense Contract Audit Agency (“DCAA”) standards contained in DCAA Contract Audit Manual and other applicable guidelines and standards for all personnel including the name, classification, and number of hours worked. A summary description of services provided for each time sheet shall be available for submittal if requested by USAID or auditors; for example, a copy of the approved SOW associated with the hours billed. [Copies of time sheets may be required to be submitted with invoices to support claimed labor costs for work rendered under Labor Hour task orders]. IBI shall have the right to recover any overbilling from the Subcontractor.

4.2.2. Not more than two (2) times per year, unless otherwise required by law or USAID Inspector General, upon reasonable notice and during regular business hours, Subcontractor shall make such records pertaining to its performance of this Subcontract available for inspection by the Government in a manner consistent with the requirements of applicable federal and state laws.

4.2.3. Subcontractor agrees that if USAID questions any costs as part of the Subcontract audit, Subcontractor shall promptly provide adequate supporting documentation and explanation of the questioned charges.

4.3. Audits. Audits are anticipated in connection with this Subcontracts and Task Orders and FAR 4.7 applies to records under this Subcontract. Subcontractor agrees to comply with all audit requests from the Government and IBI and shall meet all deadlines with respect to audit data requests.

4.3.1. Audit Records. The following are in addition to any other record retention terms in this Subcontract.

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4.3.1.1.Subcontractor warrants that its accounting-related records shall be kept in accordance with generally accepted accounting practices and that its overall accounting system is sufficient to sustain an audit by professional audit agencies.

4.3.1.2.USAID, the U.S. Comptroller General, USAID Inspector General or other authorized representatives, shall have access to and the right to examine any of Subcontractor’s directly pertinent records involving transactions related to this Subcontract or lower-tier subcontracts under it (if any). As used in this Audit Records section, “records” includes books, documents, accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in the form of a writing, computer data, or any other form.

4.3.1.3.Subcontractor shall make available at its office at all reasonable times the records, materials and other evidence described in this Audit Records section for examination, audit or reproduction until six (6) years from Subcontractor’s submission of the Final Invoice under this Subcontract, provided, however, that in the event of any claims, appeals or litigation arising under or relating to the Subcontract and Subcontractor receives notice of litigation hold from Prime Contractor prior to six (6) years from Subcontractor’s submission of the Final Invoice under this Subcontract, Subcontractor shall retain and provide access under this Audit Records section to records until such claims, appeals or litigation are finally resolved.

4.4. Payment. Subcontractor shall be reimbursed for its work in accordance with the terms identified in this Subcontract. If any dispute arises as to the amounts due, the dispute shall be resolved in accordance with Section 9 of this Subcontract. Upon receipt of a proper invoice for work performed by Subcontractor, Prime Contractor shall pay all undisputed portions of Subcontractor’s invoice within 15 days of Prime Contractor’s receipt of payment from Government relating to Subcontractor’s invoice. Prime Contractor may set-off or withhold against any amounts payable to Subcontractor on the current invoice any amounts agreed with the Subcontractor that may become due to Prime Contractor from the Subcontractor. Prime Contractor shall have no obligation to make payment of any invoiced amounts that are not approved by Government, subject to the Disallowed Costs section of this Subcontract. Prime Contractor shall specifically identify the Subcontractor’s effort for any non-approved amount in order for Prime Contractor to not pay Subcontractor. Subcontractor understands and acknowledges that Prime Contractor’s receipt of funds covering Subcontractor’s specific work from the Government is a strict condition precedent to the Prime Contractor’s payment for invoiced amounts.

4.5. Disputed Amounts. If any dispute arises as to the amounts properly due and owing Subcontractor, the dispute shall be resolved in accordance with Section 9 of this Subcontract. Prime Contractor shall have no obligation to pay any disputed amounts until final resolution of the dispute.

4.6. Costs. The following shall apply with respect to costs in addition to Section 3 of this Subcontract: All funds shall be administered in good faith and in accordance with the Subcontractor’s regular accounting procedures. Any dispute over such reimbursement will be governed by the dispute procedures in Section 9.

4.6.1. Labor. Subcontractor must comply with the Subcontract terms and conditions for Personnel Compensation and CDRs.

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4.6.2. Other Direct Costs. IBI will determine all reasonable, allowable, and allocable in accordance with the applicable federal cost principles. (i.e., FAR 31.2 and AIDAR 731.2). Subcontractor’s other direct costs will be reimbursed in accordance with FAR 52.216-7, Allowable Cost and Payment Clause, subject to limitations contained in FAR 31, the Prime Contract clauses incorporated herein, Task Order clauses and this Subcontract. For reasonable, allowable, and allocable ODCs as described in this section, Subcontractor is allowed to recover applicable indirect costs on these costs, if doing so is part of the Subcontractor’s usual accounting procedures, consistent with the applicable cost principles, and are included in the Subcontractor’s Negotiated Indirect Cost Rate Agreement (“NICRA”).

4.7. Disallowed Costs. This section addresses the situation where the Government disallows a Subcontractor cost, including costs that had previously been paid by IBI to the Subcontractor and instances in which USAID reverses a previous determination related to approval of a Subcontractor cost (a “Disallowed Cost”). In the event the Subcontractor disputes the Government’s decision to disallow a Subcontractor cost, the Subcontractor shall submit its response challenging the disallowance to the Prime Contractor as a pass-through claim for presentation to the Government. If the Subcontractor chooses to present a pass-through claim against the Government, the following provisions will apply.

4.7.1. Presentation. Prime Contractor, upon request by Subcontractor shall present Subcontractor’s response to the Government regarding the disallowed cost as a pass-through claim for resolution under the Prime Contract. The Prime Contractor agrees to present such claims for and on behalf of the Subcontractor and to pass the Subcontractor’s response regarding Government disallowance of cost through to the Government in good faith.

4.7.2. Ultimate Disallowance. If, after exhausting all remedies and appeals with the Government, the Government ultimately rules to disallow the Subcontractor cost, the Subcontractor shall promptly reimburse the Prime Contractor for any Disallowed Cost that the Prime Contractor had already paid to the Subcontractor, to allow the Prime Contractor to reimburse this Disallowed Cost back to the Government.

4.7.3. Prime Contractor Error or Omission. In the event the Disallowed Cost was the direct result of IBI’s error or omission, the Subcontractor shall not be required to reimburse IBI. Any dispute over whether such Disallowed Cost resulted from IBI’s error or omission will be resolved pursuant to the Disputes section of this Subcontract.

5. TERMS OF THE PRIME CONTRACT AND TASK ORDER

5.1. Contract Clauses Specifically Incorporated by Reference. The Subcontract incorporates, to the fullest extent possible, the following Federal Acquisition Regulation (“FAR”) and USAID Acquisition Regulation (“AIDAR”) requirements.

5.1.1. Allowable Cost and Payment. The Prime Contract includes FAR 52.216-7 (Allowable Cost and Payment), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of FAR 52.216-7 as if the clause were set forth in full text in this Subcontract.

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5.1.2. Documentation for Payment. The Prime Contract includes AIDAR 752.7003 (Documentation for Payment), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.7003 as if the clause were set forth in full text in this Subcontract.

5.1.3. Reporting of Foreign Taxes. The Prime Contract includes AIDAR 752.229-71, (Reporting of Foreign Taxes), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.229-71, as if the clause were set forth in full text in this Subcontract, except that Subcontractor reports shall be due to IBI 10 days prior to the due date set forth therein.

5.1.4. Standards of Conduct — Improper Business Practices. The Prime Contract includes a clause FAR 52.203-13 Contractor Code of Business Ethics and Conduct, which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of clause FAR 52.203-13 as if the clause were set forth in full text in this Subcontract.

5.1.5. Restrictions on Subcontractor Sales to The Government. The Prime Contract includes FAR 52.203-6 (Restrictions on Subcontractor Sales to The Government (SEP 2006)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of FAR 52.203-6 as if the clause were set forth in full text in this Subcontract.

5.1.6. Contractor Code of Business Ethics and Conduct. The Prime Contract includes FAR 52.203–13 (Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110–252, Title VI, Chapter 1 (41 U.S.C. 251 note))), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of FAR 52.203–13 as if the clause were set forth in full text in this Subcontract.

5.1.7. Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights. The Prime Contract includes FAR 52.203-17 (Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights DEVIATION M-OAA-DEV-FAR-18-Ic (Apr 2018)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of FAR 52.203-17 as if the clause were set forth in full text in this Subcontract.

5.1.8. Reporting Executive Compensation and First-Tier Subcontract Awards. The Prime Contract includes FAR 52.204-10 (Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of 52.204-10 as if the clause were set forth in full text in this Subcontract, except that Subcontractor will provide all required information to IBI at least two weeks prior to deadlines set forth therein.

5.1.9. Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. The Prime Contract includes FAR 52.209-6 (Protective Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment), which is hereby incorporated by reference in this

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Subcontract. The Subcontractor shall comply with all applicable provisions of FAR 52.209-6 as if the clause were set forth in full text in this Subcontract.

5.1.10. Subcontractor Cost or Pricing Data. The Prime Contract includes FAR 52.215-12 (Subcontractor Cost or Pricing Data), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of FAR 52.215-12 as if the clause were set forth in full text in this Subcontract.

5.1.11. Subcontracts. The Prime Contract includes FAR 52.244–2 (Subcontracts ALTERNATE I (JUN 2007)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of FAR 52.244–2 as if the clause were set forth in full text in this Subcontract.

5.1.12. Prohibition on Contracting with Entities That Require Certain Internal Confidentiality Agreements. The Prime Contract includes FAR 52.203-99 (Prohibition on Contracting with Entities That Require Certain Internal Confidentiality Agreements (Deviation 2015-02) (April 2015)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of FAR 52.203-99 as if the clause were set forth in full text in this Subcontract.

5.1.13. Combating Trafficking in Persons. The Prime Contract includes FAR 52.222-50 (Combating Trafficking in Persons), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of FAR 52.222-50 as if the clause were set forth in full text in this Subcontract.

5.1.14. Salary Supplements for Host Government Employees. The Prime Contract includes AIDAR 752.231-71 (Salary Supplements for Host Government Employees (March 2015)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.231-71 as if the clause were set forth in full text in this Subcontract.

5.1.15. Nondiscrimination Against End-Users of Supplies or Services. The Prime Contract includes AIDAR 752.7038 (Nondiscrimination Against End-Users of Supplies or Services October 2016), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.7038 as if the clause were set forth in full text in this Subcontract.

5.1.16. Limitation on Acquisition of Information Technology. The Prime Contract includes clause H.39 (Limitation on Acquisition of Information Technology (Deviation Nos. M/OAA-DEV-FAR-18-2c and M/OAA-DEV- AIDAR-18-2c) (April 2018)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of clause I.14 as if the clause were set forth in full text in this Subcontract.

5.1.17. Personnel Compensation. The Prime Contract includes AIDAR 752.7007 (Personnel Compensation (July 2007), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.7007 as if the clause were set forth in full text in this Subcontract.

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5.1.18. Worker’s Compensation Insurance. The Prime Contract includes AIDAR 752.228-3 (Worker’s Compensation Insurance (Defense Base Act). (Dec 1991)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.228-3 as if the clause were set forth in full text in this Subcontract.

5.1.19. Cargo Insurance. The Prime Contract includes AIDAR 752.228-9 (Cargo Insurance. (Dec 1998)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.228-9 as if the clause were set forth in full text in this Subcontract.

5.1.20. Medical Evacuation (Medevac) Services. The Prime Contract includes AIDAR 752.228-70 (Medical Evacuation (Medevac) Services. (Jul 2007)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.228-70 as if the clause were set forth in full text in this Subcontract.

5.1.21. Emergency Locator Information. The Prime Contract includes AIDAR 752.7004 (Emergency Locator Information (Jul 1997)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.7004 as if the clause were set forth in full text in this Subcontract.

5.1.22. Access to USAID Facilities and USAID’S Information Systems. The Prime Contract includes AIDAR 752.204-72, (Access to USAID Facilities and USAID’S Information Systems (August 2013)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.204-72 as if the clause were set forth in full text in this Subcontract.

5.1.23. Source and Nationality Requirements. The Prime Contract includes Clause H.33 AIDAR 752.225-70 (Source and Nationality Requirements (FEB 2012)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of AIDAR 752.225-70 as if the clause were set forth in full text in this Subcontract.

5.1.24. Service Contract Reporting Requirements for Indefinite- Delivery Contracts. The Prime Contract includes FAR 52.204-15 Service Contract Reporting Requirements for Indefinite- Delivery Contracts (JAN 2014)), which is hereby incorporated by reference in this Subcontract. The Subcontractor shall comply with all applicable provisions of FAR 52.204-15 as if the clause were set forth in full text in this Subcontract, except that Subcontractor reports shall be due to IBI two weeks prior to the due date set forth therein (due to IBI October 15 annually).

5.2. Other Clauses Incorporated by Reference. This Subcontract incorporates terms of the Prime Contract. Prime Contractor and Subcontractor shall comply with all such clauses with the same force and effect as if they were given in full text herein.

5.3. Order of Precedence. The clauses incorporated in this Subcontract shall, to the greatest extent possible, be deemed to be cumulative to the terms, conditions, and requirements of this Subcontract. In the case of an irreconcilable conflict between this Subcontract and Task Order including FAR and AIDAR clauses, the provisions of this Subcontract shall control. Federal Law and Clauses take precedent over state laws except where state laws are specifically invoked in this Subcontract.

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6. ASSIGNMENT AND SUBCONTRACTING

6.1. Limitation on Assignment. Subcontractor shall not assign this Subcontract, in whole or part, or any of the monies due or to become due hereunder, without prior written consent of Prime Contractor, which may be withheld by Prime Contractor for any reason.

6.2. Lower-Tier Subcontracting. Subcontractor shall not enter into any lower- tier Subcontract for any portion of this Subcontract without first obtaining Prime Contractor’s written approval thereof; provided, however, that this limitation shall not apply to Subcontractor’s purchase of standard commercial supplies. Any lower-tier subcontract awarded shall be consistent with the objective of this Subcontract, the Prime Contract, the Task Order, the FAR, and the AIDAR.

7. INSPECTION, ACCEPTANCE, AND NOTICES

7.1. Defects or Deficiencies in Subcontractor’s Work. If any of the services performed by Subcontractor do not conform to Subcontract or Prime Contract or Task Order requirements, Prime Contractor may require Subcontractor to perform the services again in conformity with Subcontract requirements, for no additional fee. The Prime Contractor’s designated representative is responsible for the inspection and acceptance of Subcontractor’s work. When the defects in services cannot be corrected by re performance, Prime Contractor may:

7.1.1. Require Subcontractor to take necessary action to ensure that future performance conforms to contract requirements; and/or

7.1.2. Reduce any fee payable under the Subcontract to reflect the reduced value of the services performed.

7.1.3. Any such reduction in fee payable in accordance with (7.1.2.) above shall be negotiated and agreed upon between Prime Contractor and Subcontractor, or otherwise resolved under Section 8 of this Subcontract.

7.2. Failure of Subcontractor to Perform or Make Corrections. If Subcontractor fails to proceed with reasonable promptness to perform any services under this Subcontract or to re-perform or make corrections as outlined above, Prime Contractor may:

7.2.1. By subcontract or otherwise perform such re-performance or correction and charge to Subcontractor any increased cost occasioned by Prime Contractor thereby; and/or

7.2.2. Reduce any payment due under this Subcontract (or require repayment of any payments previously made hereunder) in such amount as may be equitable under the circumstances; and/or

7.2.3. Terminate this Subcontract for default or convenience in accordance with Section 7.

7.3. Cost Adjustments. Subcontractor’s failure to agree to the amount of any cost adjustment referenced in this Section shall be deemed to be a dispute concerning a question of fact within the meaning of the “Disputes” provisions of this Subcontract.

7.4. Remedies Cumulative. The remedies provided in this Section are in addition to, and not in limitation of, any other rights or remedies that Prime Contractor may have under this Subcontract or applicable law.

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7.5. Inspection by Government. The inspection by the Government of any portion or aspect of Subcontractor’s work does not relieve Subcontractor of responsibility for any deficiencies or nonconformance or other failures to meet the Subcontract requirements.

7.6. Notices. Subcontractor shall provide any notices to Prime Contractor as may be reasonably required to permit Prime Contractor to fulfill its obligations of notice to the Government. All notices by Subcontractor to Prime Contractor shall be sufficient if in writing and personally delivered; emailed, or sent by overnight mail, postage prepaid, addressed as follows:

IBI

ATTN: [INSERT POC]

[Insert Email Address]

All notices by Prime Contractor to Subcontractor shall be sufficient if in writing and personally delivered, emailed, or sent by overnight mail, postage prepaid, addressed as follows:

[INSERT SUBCONTRACTOR NOTICE INFO]

Either Party may change the person or address to which notices are sent by providing written notice thereof to the other Party.

8. TERMINATION

8.1. This Subcontract may be terminated upon the occurrence of any of the following events:

8.1.1. Mutual written agreement of the Parties;

8.1.2. By Prime Contractor, upon written notice and in accordance with FAR 52.249–6 (other than those provisions concerning termination for convenience), if Subcontractor is not meeting its performance levels as defined by the Prime Contractor and/or has not resolved specific disputes; or if Subcontractor materially defaults in the performance of this Subcontract and Subcontractor fails to cure such default within ten (10) calendar days of receipt of written notification of its default by Prime Contractor; or if Subcontractor fails to cure any defect in its performance raised by the Government within ten (10) calendar days of receipt of written notice of such defect;

8.1.3. If either Party is: (1) is unable to meet its financial obligations as they become due in the ordinary course of business; (2) admits in writing its inability to pay its debts; (3) files a petition under any chapter of the Bankruptcy Act, 11 U.S.C. §§ 101 et seq. (“Act”); (4) has an involuntary petition under the Act filed against it; (5) commences an action in any country under laws providing for the relief of winding up of insolvent or liquidating persons or entities; (6) files for the appointment of a receiver; (7) becomes insolvent; or (8) makes an assignment for the benefit of creditors, and such matters are not discharged or relieved within sixty (60) days; or

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8.1.4. By Prime Contractor for convenience, in accordance with FAR 52.249-6 if termination affecting the work performed by the Subcontractor is invoked by the Government. In case of termination for convenience, IBI shall terminate by delivering to the Subcontractor a Notice of Termination specifying the extent of termination and the effective date.

8.2. Termination of Prime Contract. If the Prime Contract is terminated for any reason by the Government with or without cause, then this Subcontract shall be deemed to have been terminated as of the effective date of termination in notice of termination sent by the Prime Contractor, which shall not be earlier than the date of the notice.

9. DISPUTES

9.1. Government-related disputes. In the event Subcontractor makes any claim involving any action or directive by, or on behalf of, the Government, or any question as to Subcontractor’s compliance with the Prime Contract (“Government-related dispute”), Subcontractor shall submit its claim to Company, certified per the Contract Disputes Act and FAR 52.233-1, as a pass-through claim for presentation to the Government. In the case of a Government-related Dispute, Company’s liability to Subcontractor shall be limited solely and exclusively to whatever monies are recovered in hand on behalf of Subcontractor from the Government. If Subcontractor submits a Government-related dispute to Company, and Company chooses at its sole discretion to present a pass through claim against the Government, the following provisions will apply.

9.2. Claim presentation. Company, upon the written request by Subcontractor, shall present Subcontractor’s Government-related dispute to the Government as a pass-through claim for resolution under the “Disputes” provisions of the prime contract and applicable law and regulation. Company agrees to present such claims for and on behalf of Subcontractor and to pass Subcontractor’s Government-related dispute through to the Government in good faith, subject to Subcontractor’s providing sufficient justification, back-up and certification of said Government-related dispute.

9.3. Costs, fees, and expenses. Subcontractor shall bear all reasonable and documented costs, fees, and expenses associated with, and incurred by Company, as part of Company’s presentation of Subcontractor’s Government-related disputes to the Government, including attorney’s and consultant’s fees.

9.4. Exclusive remedy. The pass-through process described above shall be Subcontractor’s only remedy for Government-related disputes. Subcontractor shall make no claims against the Company for Government-related disputes, and any such claims shall be dismissed.

9.5. Arbitration. All claims and disputes arising under, or relating to, this subcontract that are not Government-related disputes (e.g., are directly and exclusively between Company and Subcontractor) are to be settled by binding arbitration to be held in the State of Virginia, USA. The arbitration shall be conducted on a confidential basis pursuant to the the-existing commercial arbitration rules of the American Arbitration Association (AAA). Any such arbitration shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.

9.6. Mediation: as a condition precedent to filing a demand for arbitration or otherwise initiating litigation, the parties hereto agree that they shall first attempt to resolve their dispute by mediation through the American Arbitration Association by filing a request for

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mediation with the AAA and the other party. That being said, a party can file a demand for arbitration simultaneously with the request for mediation, but AAA shall hold the demand for arbitration in abeyance until the mediator declares and impasse.

9.7. Applicable law. The laws of the State of Virginia shall govern the construction and interpretation of the rights and duties of the parties under this agreement.

9.8. Duty to Perform. Pending final decision on any dispute under this Article, Prime Contractor and Subcontractor will proceed with performance.

10. PROPRIETARY DATA/INFORMATION

10.1. Proprietary Information Generally. The Party receiving the proprietary information described below shall be hereinafter referred to as a Receiving Party. The Receiving Party agrees to keep in confidence and prevent the unauthorized disclosure of the proprietary information to any person or persons outside its organization, and agrees to only disclose such information to individuals within the Receiving Party’s organization that require knowledge of the information for performance of this Subcontract. The Receiving Party agrees further not to use for a purpose other than for which furnished (and then only with appropriate restrictions governing its use), any and all data and information including all data and information previously furnished by the other Party (hereinafter referred to as the “Transmitting Party”) deemed proprietary or confidential in nature by the Transmitting Party. The Receiving Party shall not be liable for unauthorized disclosure of any such data or information if the same:

10.1.1. is in the public domain at the time it was disclosed;

10.1.2. is known to the Receiving Party at the time of receipt;

10.1.3. is disclosed inadvertently despite the exercise of the same degree of care as the Receiving Party takes to preserve and safeguard its own proprietary information, provided that such degree of care is commercially reasonable, and provided also that any person having access to such information shall be advised of the contents of this Subcontract;

10.1.4. is disclosed with a written approval of the Transmitting Party;

10.1.5. was independently developed by the Receiving Party; or

10.1.6. becomes known to the Receiving Party from a source other than the Transmitting Party, its agents or assigns.

10.2. Authorized Recipients. Each Party shall designate in writing the individual or individuals authorized to receive proprietary information under this Subcontract, and either Party may change its designation by written notice to the other.

10.3. Definition of Proprietary Information. Proprietary information is defined as, but not limited to, performance, sales, financial, contractual, and special marketing information, ideas, technical data, and concepts originated by the Transmitting Party, not previously published or otherwise disclosed to the general public, not previously available to the Receiving Party or others without restriction, not normally furnished to others without compensation, and which the Transmitting Party desires to protect against unrestricted disclosure or competitive use, and which is furnished pursuant to this Subcontract.

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10.4. Duty of Non-disclosure. The Receiving Party of proprietary information agrees to hold such information in confidence for a period of two (2) years from the termination of this Subcontract. If the Receiving Party of proprietary information seeks to disclose proprietary information of the Transmitting Party, the Receiving Party shall obtain written approval of the Transmitting Party prior to disclosure of proprietary information. Written approval for disclosure of proprietary information from Prime Contractor shall only be valid if granted by the individual named in Section 6.6 of this Subcontract. Either Party may change its designation by written notice to the other.

10.5. Notification of Disclosure. If the Receiving Party is required, as a result of a judicial or regulatory proceeding, by subpoena, civil investigative demand, or other similar legal process to disclose any proprietary information of the Transmitting Party, the Receiving Party will notify the Transmitting Party promptly so the Transmitting Party can seek a protective order or other appropriate remedy or, in the Transmitting Party’s sole discretion, waive compliance with this Subcontract. In the event no such protective order is obtained, or the Transmitting Party waives compliance with the relevant portions of this Subcontract, the Receiving Party will furnish only that portion of the proprietary information which, in the opinion of the Receiving Party’s counsel, is legally required to be disclosed. In any event, prior to disclosure, the Receiving Party will notify the Transmitting Party of the specific proprietary information that is to be disclosed.

11. INTELLECTUAL PROPERTY

11.1. Definitions. The rights of the Parties with respect to Intellectual Property utilized and/or developed in performance of this Agreement shall be in accordance with this clause and shall be consistent with FAR 52.227-14 and AIDAR 752.227-14 Rights in Data as if those clauses were set forth herein. “Intellectual Property” means intangibles such as information, inventions, discoveries, works of authorship, and designs. “Intellectual Property” does not include data, as addressed and defined in Section 11. “Intellectual Property Right(s)” means all of the world-wide legal rights for the Intellectual Property based on statute or common law and includes, by way of example, proposal documents, patents, copyrights, and trade secrets.

11.2. Intellectual Property: Outside Scope. Intellectual Property developed or otherwise acquired by a Party prior to or outside the scope of this Agreement (“Background Intellectual Property”), and any Intellectual Property Rights therein, shall be owned by the Party that developed or otherwise acquired the Background Intellectual Property and associated rights.

11.3. Employee Developed. Intellectual Property developed solely by employee(s) of one Party in performance of this Agreement (“Foreground Intellectual Property”), and any Intellectual Property Rights therein, shall be solely owned by the Party whose employee(s) developed the Foreground Intellectual Property.

11.4. Jointly Developed. Intellectual Property developed jointly by employees of both Parties in performance of this Agreement (“Jointly Developed Intellectual Property”), and any Intellectual Property Rights therein, shall be jointly owned by the Parties. Each Party shall have an equal undivided one-half interest in Jointly Developed Intellectual Property and any Intellectual Property Rights therein. Each Party agrees to use reasonable efforts to maintain Jointly Developed Intellectual Property as confidential and proprietary in the same manner it treats its own Intellectual Property of a similar character. Each Party shall be free to make, use, sell and import/export products or processes incorporating Jointly Developed Intellectual Property without the consent of, or accounting to, the other

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Party, unless such Jointly Developed Intellectual Property incorporates the other Party’s Background Intellectual Property or Foreground Intellectual Property or use thereof would constitute an infringement of the other Party’s solely-owned Intellectual Property Rights.

11.5. Patent Filing. The Parties shall communicate their interest in filing for patent protection with respect to jointly owned inventions and shall determine the means for preparing, filing and prosecuting each application and patent, and for the payment of the expenses thereof. A Party that chooses not to participate in the preparation, filing or prosecution of a patent application, or maintenance of any patent resulting therefrom, shall relinquish to the other Party which undertakes such activities, its share of the title to such application and patent, but shall retain for itself and its subsidiaries a paid-up, nonexclusive, non-assignable license to make, have made, use, lease and sell, apparatus and/or methods thereunder.

11.6. Copyrights. The Parties shall communicate their interest in registration of jointly owned copyrightable works or other Intellectual Property Rights which are subject to registration and shall cooperate in such registration.

11.7. Licensing. Except as necessary for performance of their respective obligations under this Agreement, neither Party shall receive a license, express or implied, to use or disclose the other Party’s Background Intellectual Property or Foreground Intellectual Property.

11.8. Waiver. The exchange of Intellectual Property under this Agreement shall not constitute any representation, warranty, assurance, guaranty or inducement by either Party to the other with respect to the infringement of patents, copyrights or other rights of others.

12. SUBCONTRACTOR LIABILITY

12.1. Subcontractor Liability. In the event of Subcontractor’s failure to perform in accordance with this Subcontract, whether such failure is occasioned by the negligent acts or omissions of Subcontractor, its subcontractors, suppliers, or agents, Prime Contractor may pursue against Subcontractor any and all damages and remedies available under this Subcontract and/or applicable law. Despite any other clause in this Subcontract, the aggregate liability of the Subcontractor to IBI arising out of or in connection with the Subcontractors’ performance of this Subcontract whether under the law of contract, tort (including negligence), statute or otherwise, shall be limited to the maximum amount of the contract value.

13. INDEMNITY

13.1. Indemnities. Prime Contractor and Subcontractor each shall indemnify and hold the other harmless from any and all claims, actions, damages and liabilities (including reasonable attorneys’ fees) arising directly and proximately out of: (a) the indemnifying Party’s negligence, or willful, wanton, or reckless conduct; (b) the breach of any representation, term, or covenant in this Subcontract; (c) the violation of any law or regulations applicable to the performance of this Subcontract; (d) the submission of false claims or any allegation of defective pricing.

13.2. Conditions. The indemnity contained in this Section is conditioned upon the indemnifying party receiving:

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13.2.1. Prompt written notice of any claim, demand, or action for which indemnity is sought;

13.2.2. Cooperation in the defense by the party seeking indemnity; and

13.2.3. Control of the defense and/or settlement of such claim, demand, or action for which indemnity is sought. 14. CONFLICTS OF INTEREST, HIRING, AND COMPETITION

14.1. Organizational Conflicts of Interest. The Subcontractor warrants that, to the best of the Subcontractor’s knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5. The Subcontractor agrees that if an actual or potential organizational conflict of interest is discovered after execution of this Subcontract, the Subcontractor will make a full disclosure in writing to Prime Contractor within two (2) business days, under terms of confidentiality, for submission by Prime Contractor directly to the Government. This disclosure shall include a description of actions which the Subcontractor has taken or proposes to take to avoid, mitigate, or neutralize the actual or potential conflict. Should an actual, potential, or apparent organizational conflict of interest arise with respect to the Subcontractor, that, in the reasonable opinion of Prime Contractor and/or the Government cannot be mitigated, Prime Contractor may terminate this Subcontract.

14.2. Third Party Conflicts of Interest. The Subcontractor represents that the Subcontractor is free to enter into this Subcontract and that this engagement does not violate the terms of any agreement between the Subcontractor and any third party. Further, the Subcontractor, in performing the services, shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which the Subcontractor does not have a proprietary interest.

14.3. Personal Conflicts of Interest. If a personal conflict of interest exists, conflicted personnel of the Subcontractor shall be disqualified from taking part in any way in the performance of the assigned work which created the conflict of interest situation.

14.4. Notification of Conflict of Interest. Subcontractor agrees to notify Prime Contractor of any actual, apparent, or potential conflict of interest under this Subcontract. Notification of any conflict of interest shall include both organizational conflicts of interest (as defined in FAR Subpart 9.5) and personal conflicts of interest (which are defined as the same types of relationships as an organizational conflict of interest, but applicable to an individual).

14.5. Hiring/Employment Restrictions. Neither party shall, during the term of this Subcontract nor for a period of one (1) year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other party during the term of this Subcontract and was introduced to the hiring party through performance of the contract, without the prior written consent of the other party. This provision shall in no way prevent either party from hiring as an employee or independent contractor, any such individual if such individual responds to a public position vacancy announcement published by the hiring party.

15. COMMUNICATIONS WITH THE GOVERNMENT AND OTHER STAKEHOLDERS

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15.1. Communications with the Government and Other Stakeholders. Throughout the term of this Agreement, the Subcontractor shall neither contact nor communicate directly with the Government, or government agencies, nongovernmental organizations, and firms that are external stakeholders of the project of the place of performance, concerning the terms of this Agreement or matters pertaining to project management without prior written consent of Prime Contractor. All contractual communications (in any medium, including spoken and written formats) with the Government, or government agencies, nongovernmental organizations, and firms that are external stakeholders of the project of the place of performance, shall be exclusively conducted by Prime Contractor personnel. Subcontractor further agrees to insert in any consultant agreement or lower-tier subcontract hereunder, provisions which shall conform substantially to the language of this Section. This clause does not prohibit Subcontractor from communicating with the U.S. Government with respect to:

15.1.1. Matters Subcontractor is required by law or regulation to communicate to the Government,

15.1.2. Fraud, waste, or abuse communicated to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information,

15.1.3. Any matter for which this Subcontract, including a FAR or FAR Supplement AIDAR clause included in this Subcontract, provides for direct communication by Subcontractor to the Government,

15.1.4. Any material matter pertaining to payment or utilization, or

15.1.5. Matters pertaining to technical implementation.

16. IMPROPER INFLUENCE OF GOVERNMENT OFFICIALS

16.1. Improper Influence of Government Officials. Each Party hereby represents and covenants that neither it, nor any of its employees or representatives, has or shall have, directly or indirectly, an agreement or arrangement with any official, employee, or representative of any customer or any government or government agency, or any political party under which such official, employee, or representative, or political party shall receive anything of value, whether monetary or otherwise, as a result of any actual or contemplated sale of any product of itself or any of its affiliates. Should Subcontractor violate this section or FAR 52.203–3, Prime Contractor shall have the right to terminate this Subcontract under the termination procedures of this Subcontract and to pursue the same remedies as in a breach of the contract.

17. PUBLICITY AND PROMOTIONAL MATERIALS

17.1. Publicity and Promotional Materials. Any news release, public announcement, advertisement or publicity proposed to be released by Subcontractor concerning this Agreement and any work performed hereunder, shall be subject to prior approval of Prime Contractor. Such approval shall not be unreasonably withheld. Subcontractor shall not display or make available its corporate

promotional material (including but not limited to brochures, non-individual business cards, posters, and videos) at offices utilized for performance of Subcontracted Services.

18. EQUAL OPPORTUNITY EMPLOYMENT

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18.1. Equal Opportunity Employment. IBI is an equal opportunity employer and makes employment decisions on the basis of merit. The Subcontractor’s policies must prohibit unlawful discrimination based on race, color, creed, sex, religion, sexual orientation, marital status, age, national origin, or ancestry, physical or mental disability, medical condition including genetic characteristics, or any other consideration made unlawful by Federal, State, or local laws. To the extent applicable, the provisions of 41 C.F.R. Part 60-1.4(a), 41 C.F.R. Part 60-250.5(a), 41 C.F.R. Part 60-300.5(a), and 41 C.F.R. Part 60-741.5(a), are incorporated herein by reference.

19. TIME

19.1. Time. Time is of the essence with respect to performance of services and delivery of deliverables under this Subcontract. 20. COMPLIANCE WITH APPLICABLE LAW

20.1. Compliance with Applicable Law. Subcontractor warrants and certifies that in the performance of this Subcontract, it will comply with all applicable statutes, rules, orders and regulations of the United States, the applicable statutes, rules, orders and regulations of the nation in which work is performed, and all other applicable state laws. This shall include, but not be limited to, compliance with the Foreign Corrupt Practices Act found at 15 U.S.C § 78dd-1 et seq.

21. NOTICE OF DELAYS

21.1. Notice of Delays. If, at any time, the Government issues a stop work order, suspension, or causes any other delay to the Prime Contract, as envisioned under FAR 52.242-14, FAR 52.242-15, and FAR 52.242-17, Prime Contractor shall promptly notify Subcontractor of such stop work order, suspension, or delay and, upon receipt of such notice in writing, Subcontractor shall ensure any subsequent performance complies with the stop work order, suspension, or delay. Prime Contractor and Subcontractor may, separately or jointly, pursue equitable adjustments as allowed under FAR 52.242-14, FAR 52.242-15, and FAR 52.242-17.

22. LAPSE OF APPROPRIATIONS CLAUSE

22.1. Lapse of Appropriations Clause. In the event of a lapse in appropriations by the Government, to the extent that the lapse impacts the subcontracted services and that current obligated funding may not be sufficient to last throughout the lapse, Prime Contractor may direct the Subcontractor to minimize costs or stop work, in whole or in part, until appropriations resume.

23. GENERAL RELEASE

23.1. General Release. The acceptance by Subcontractor or any person under the direction of Subcontractor of any payment made on the Final Invoice (as defined in Section 4) under this Subcontract shall operate as and shall be a release to Prime Contractor from all claim of liability to the Subcontractor, his successors, legal representatives, and assigns for anything done or furnished under the provisions of this Agreement.

24. REPRESENTATIONS AND CERTIFICATIONS

24.1. Crime & Debarment Representations. By executing this Subcontract, Subcontractor certifies, to the best of its knowledge, that: neither Subcontractor nor any of its owners, officers, or executives:

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24.1.1. Are presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any federal agency;

24.1.2. Have, within a three-year period preceding the date of this Subcontract, been convicted or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) contract or subcontract; violation of federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating federal criminal tax laws or receiving stolen property;

24.1.3. Are presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses listed in item 24.1.2.; or

24.1.4. Have, within a three-year period preceding the date of this Subcontract, been notified of any delinquent federal taxes in an amount that exceeds $3,000, for which liability remains unsatisfied.

24.2. Corporate Authorization. By executing this Subcontract, Subcontractor certifies that it has received due corporate authorization to enter into this Agreement.

25. HEADINGS AND SUBHEADINGS

25.1. Headings and Subheadings. The captions herein are inserted solely as a matter of convenience and for purposes of reference and do not define, limit, or describe the scope of this Subcontract or the intent of any provision herein.

26. SEVERABILITY

26.1. Severability. If any part, term, or provision of this Subcontract shall be held void, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Subcontract, the validity of the remaining portions or provisions of this Subcontract shall not be affected thereby.

27. COPIES

27.1. Copies. This Subcontract Agreement is executed in duplicate, each of which shall be an original counterpart, but the two shall be deemed to constitute one and the same instrument.

28. ENTIRE AGREEMENT

28.1. Entire Agreement. This Subcontract and Exhibits thereto constitute the entire agreement between the Parties and supersede all prior agreements, understandings, and arrangements, oral or written, between the parties with respect to the subject matter herein. This Subcontract is binding upon and shall accrue to the benefit of the successors in interest and assignees of the respective Parties.

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ATTACHMENT 1- COST PROPOSAL TEMPLATE

[ENTER ORGANIZATION NAME HERE]

[INSERT RFP NUMBER HERE]

Period of Performance:

The following tables must be completed and included in the Cost Volume.

Part 1: Labor Categories

Offerors should complete the information in the Table below based on the proposed personnel as described in the Technical Proposal and identified in the Organizational Chart. At a minimum, offerors must provide information for the Lead CLA Advisor as well as any other individuals considered by the offeror to be necessary for performance of Task Orders. The first row in the chart below is provided as an example. Offeror should delete this information before submitting their proposals.

Year 1

Year 2 Year 3

Labor Categories

Base Salary (USD/Day)

Payroll costs* (USD/Day)

Indirect Costs applicable to labor*

(USD/Day)

Fee**

(USD/Day)

Ceiling Daily Rate (USD/Day)

Base Salary (USD/Day)

Payroll costs* (USD/Day)

Indirect Costs applicable to labor*

(USD/Day)

Fee**

(USD/Day)

Ceiling Daily Rate (USD/Day)

Base Salary (USD/Day)

Payroll costs* (USD/Day)

Indirect Costs applicable to labor*

(USD/Day)

Fee**

(USD/Day)

Ceiling Daily Rate (USD/Day)

Example: Lead CLA Advisor $ 200.00 $ 80.00 $ 10.00 $ 14.50 $ 294.50 $ 206.00 $ 82.40 $ 10.30 $ 14.94 $ 303.34 $ 212.18 $ 84.87 $ 10.61 $ 15.38 $ 312.44

NOTES:

* Offerors must provide a separate narrative with detailed information on what costs are included under “Payroll Costs” and “Indirect costs”. For example:

Health Insurance $20

Meals Allowance $10

Employer-paid taxes $30

Social Security Contribution $20

Total Payroll/Month/Employee: $80

** Offerors may propose a reasonable fee/profit which is appropriate based on the risks associated with the Scope of Work. In no event should the proposed fee exceed 10% of the total labor and fringe costs.

Part 2: Labor Qualifications

Offerors should complete the information in the Table below based on the proposed personnel as described in the Technical Proposal and identified in the Organizational Chart. At a minimum, offerors must provide information for the Lead CLA Advisor as well as any other individuals considered by the offeror to be necessary for performance of Task Orders. The first row in the chart below is provided as an example. Offeror should delete this information before submitting their proposals.

Labor Categories

Example: Lead CLA Advisor

Education Requirement (highest degree obtained should relate to the service area provided)

Ph.D.

Years of Relevant Experience Requirement (experience should relate to the service area provided)

10 years

Substitutions (if Applicable) Master’s Degree with 14 years

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