Request for Proposals (RFP)
RFP Number:
ICTEC-2021-004
Issuance Date:
01.02.2021
Deadline for Offers:
22.02.2021, 17:00, Chisinau time
DEADLINE EXTENDED: March 1, 2021, 17:00, Chisinau time
Description:
Legal Consulting services on institutionalization of the Tekwill network and Tekwill-type regional Centers in Moldova
For:
Moldova ICT Excellence Center Project (ICTEC)
Funded By:
United States Agency for International Development (USAID), Contract Nr. AID-117-A-15-00002
Issued by:
National Association of ICT Companies (ATIC)
ATIC Point of Contact:
llivadari@ict.md, Liuba Livadari, Procurement Manager
svoitovschi@ict.md, Sergiu Voitovschi, Program Manager
Section 1: Introduction and Instructions to Offerors
1.1 Acronyms and Definitions
ATIC
National Association of ICT Companies
ADS
USAID Automated Directives System
CFR
United States Code of Federal Regulations
Cooperating Country
Moldova
FAR
United States Federal Acquisition Regulation
RFP
Request for Proposals
US
United States
USAID
United States Agency for International Development
USG
United States Government
VAT
Value Added Tax
1.2 Introduction:
T
About ATIC
THE MOLDOVAN ASSOCIATION OF ICT COMPANIES (“ATIC”) is the business Organization uniting 45 companies. Umbrella Organization gathering over 5000 employees.
Being established in 2006, ATIC is the action leading association and the voice of the Moldovan ICT industry that promotes the development of the ICT sector in Republic of Moldova through viable partnerships between companies, similar organizations, government, state institutions and international organizations. The association was founded to represent the industry on different policy and legislative issues and to facilitate the exchange of best practices between members. ATIC mission is to protect and promote the Association members’ interests as well as facilitate a more favorable ICT business climate.
About Tekwill
The ICTEC Project started as a USAID program implemented by the National Association of ICT Companies (ATIC). In 2016, the Government of Sweden joined the program and expanded the operations and content programs of Tekwill. The project is implemented as a private-public partnership (though Global Development Alliances instrument (GDA)), between the Moldovan Government, private industry, academia and donors. The private partners include multinational companies, IBM and Microsoft, and also Moldovan Association of Private ICT Companies (ATIC) members that are local (operated) ICT companies. The private partners bring significant new resources, ideas, software, technologies and development activities, such as trainings, practical assignments, and mentorship. The private sector partners will have the chance to use the center to communicate with the university, SMEs, startups, professionals and contribute to the curricula improvement answering the market needs, as well as the improvement of the IT and entrepreneurship ecosystem that will lead to the economic growth of the country. The Government of Moldova supports this project at the highest level of the Prime Minister, and the partners include Ministry of ICT, Ministry of Education, and E-Government Center.
Specific background
On August 2, 2019, ATIC has entered into an extension agreement with USAID aiming to develop educational and entrepreneurial programs by expanding them outside Chisinau (called the second phase).
The second phase will focus on the following development objectives:
1. Institutional development and capacity building for the Tekwill (Chisinau) Center and creation of a makers space/fabrication laboratory (FabLab)
2. Continuous support for the Moldova ICT start-up community, integrating relevant ICT educational content and entrepreneurship activities
3. Develop Tekwill regional Centers through deployment of relevant ICT educational content and entrepreneurship activities in the regions (Chisinau, Balti, Cahul, Comrat, and potentially Tiraspol)
4. Capacity development of the potential regional Centers’ governing bodies and management teams.
Following the Objective 3 of the above referenced agreement, the overarching goal of the TEKWILL as a network is to ensure maximum impact on Moldova’s economy though enhancing the country’s entrepreneurial and educational capacity. TEKWILL will use research and development to improve the potential of higher education institutions to be in line with the industry needs in order to increase qualified ICT professionals and ICT skills and nurture successful technology startups based on the modern ecosystem and world-class sales and marketing force. The project will expand the current areas of cooperation and continue to contribute to the growing competitiveness of the ICT industry and other economic sectors on a national level.
In 2019-2020, a feasibility study has been performed aiming to identify the locations with potential to host physical centers, which require a different legal setup that would perfectly integrate current actors, the TUM based Tekwill and others upcomning centers aiming to deliver same level of quality differentiated by content and services versus physical infrastructure in place.
1.3 Offer Deadline and Protocol:
Offers must be submitted no later than 17:00, local Chisinau time, on February 22, 2021 electronically and/or in hard copy at the Moldova ICT Excellence Center Project office.
Any email offers must be sent to the following address:
In attention of, In attention of,
to: llivadari@ict.md, Liuba Livadari, Procurement Manager
cc: svoitovschi@ict.md, Sergiu Voitovschi, Program Manager
Any hard copy offers must be stamped and signed by the offeror’s authorized representative and delivered to the following address:
In attention of, Ana Chirita
Strategic Projects Director
Moldova ICT Excellence Center Project
Str. Studentilor 9/11, Chisinau, Moldova.
Each offeror must submit its proposal in two separate packages: Technical Proposal and the Cost Proposal. The following number of copies is required in each submission:
Technical and Cost Proposal: Three (3) original hardcopies and one (1) electronic copy on CD of the technical proposal, per the instructions below.
All offers and related documents must be enclosed in sealed envelopes with the name and address of the offeror and the RFP number (“RFP No. ICTEC-2021-004”) clearly marked on the outside. The Technical Proposal and the Cost Proposal must be submitted together. If multiple envelopes must be submitted due to the size of a proposal, offerors must ensure that each envelope is sealed and clearly marked with the information described above.
Please reference the RFP number in any response to this RFP. Offers received after the specified time and date will be considered late and will be reviewed only at ATIC discretion.
1.4 Questions and Requests for Clarifications:
Questions regarding the technical or administrative requirements of this RFP may be submitted no later than 17:00, local Chisinau time by February 17, 2021, by email to llivadari@ict.md and svoitovschi@ict.md. Questions must be submitted in writing; phone calls will not be accepted. Questions and requests for clarification—and the responses thereto—that ATIC 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 ATIC will be considered official and carry weight in the RFP process and subsequent evaluation. Any verbal information received from employees of ATIC or any other entity should not be considered as an official response to any questions regarding this RFP.
1.5 Technical and Cost Volume
1.5.1 Technical Volume
The Technical Volume should describe in detail the offeror’s proposed plan for providing the services and commodities described in the specifications found in Annex 1. It should demonstrate a clear understanding of the work to be undertaken and the responsibilities of all parties involved. The plan should include details on equipment, personnel, and subcontractors that the offeror will make available to carry out the required activities. The plan should also provide details on the anticipated delivery schedule, including an estimated completion date.
At a minimum, the Technical Volume must contain the following required completed documents:
1. Technical Proposal
· Application form (FORM A)
· Letter of Transmittal (see FORM B)
· Offeror’s Summary Sheet (see FORM C)
· Certification Regarding Responsibility Matters (see FORM D)
· Evidence Regarding Responsibility Matters (see FORM E)
· Copy of official registration and business license
· Company profile with a focus on information regarding similar experience in providing similar legal advisory services on legal organizational forms, and advisory for development projects)
· Proof of similar experience – at least two similar contracts attached performed in the last 3 years; 2 documents proving the completion of similar services
· Qualification certificates, awards (if any); experience with international donor organizations will be considered an advantage2 reference letters from the last 3 years
· Past Performance Information and staffing capacity to perform the proposed services, describing in particular the experience in the field, the portfolio of services offered, etc.
· CVs and qualification of Team Members planned to be assigned (diplomas and or licenses of legal advisers to be attached)
· Description of proposed services/deliverables with a clear timeline
2. Financial Proposal (FORM F)
Subcontracting arrangements:
If the execution of work to be performed by the offeror requires the hiring of subcontractors, the proposal must clearly identify the subcontractor(s), contact information of subcontractor(s), and the work they will perform. ATIC will not refuse a proposal based upon the use of subcontractors; however, ATIC retains the right to approve or reject the specific subcontractors selected.
All electronic copies of documents in the Technical Volume must be in PDF, Microsoft Word or Microsoft Excel format.
The information contained in the Technical Volume should not contain any cost- or price-related information.
1.5.2 Cost Volume
Taking into consideration the complexity of the work, the cost proposal is used to determine which proposals represent the best value and serves as a basis of negotiation before award of a subcontract.
It should offer a clear understanding upon the amount of work, different types of activities (if applicable), but offer a fixed price for the assignment taking into account all details.
The cost proposal shall also include a budget narrative that explains the basis for the estimate of every cost element or line item. Supporting information must be provided in sufficient detail to allow for a complete analysis of each cost element or line item. ATIC reserves the right to request additional cost information if the evaluation committee has concerns of the reasonableness, realism, or completeness of an offeror’s proposed cost.
The agreement under which this procurement is financed does not permit the financing of any taxes, VAT, tariffs, duties, or other levies imposed by any laws in effect in the Cooperating Country. No such Cooperating Country taxes, charges, tariffs, duties or levies will be paid under an order resulting from this RFP.
CURRENCY OF PROPOSAL: Financial offers must be presented in MDL only. No other currencies accepted.
FORMAT OF FINANCIAL PROPOSAL: In formulating its financial proposal, the offeror should be guided by the FORM F.
PARTIAL QUOTES: not allowed.
In formulating its proposal, the offeror should be guided by the FORMS A-E (financial proposal – FORM F) and other mandatory documents required by this RfP.
1.6 Validity Period
Offers must remain valid for at least 90 calendar days after the offer deadline.
1.7 Authorized USAID Geographic Code and Source/Nationality
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: http://www.gpo.gov/fdsys/pkg/CFR-2012-title22-vol1/pdf/CFR-2012-title22-vol1-part228.pdf.
The cooperating country for this RFP is Moldova.
Offerors may not offer or supply any commodities or related services that are manufactured or assembled in, shipped from, transported through, or otherwise involving any of the following countries: Burma (Myanmar), Cuba, Iran, North Korea, (North) Sudan, Syria. Related services include incidental services pertaining to any/all aspects of this work to be performed under a resulting subcontract (including transportation, fuel, lodging, meals, and communications expenses).
1.8 Eligibility of Offerors
By submitting an offer in response to this RFP, the offeror certifies that it and its principal officers are not debarred, suspended, or otherwise considered ineligible for an award. ATIC will not award a contract to any firm that is debarred, suspended, or considered to be ineligible.
1.9 Evaluation and Basis for Award
An award will be made to the offeror whose proposal is determined to be responsive to this solicitation document, meets the eligibility criteria stated in this RFP, meets the technical, management/personnel, and corporate capability requirements, and is determined to represent the best value to ATIC. Best value will be decided using the tradeoff process.
This RFP will use the tradeoff process to determine best value. That means that each proposal will be evaluated and scored against the evaluation criteria and evaluation sub-criteria, which are stated in the table below. In evaluating proposals, ATIC will use the following the evaluation criteria and sub-criteria specified in Annex 1:
This RFP utilizes the tradeoff process based on ATIC procedures. ATIC will award a subcontract to the offeror whose proposal represents the best value to ATIC. The rating of each proposal will be defined based on the accumulated scoring, considering the technical and financial scores. The priority will be given to highest scored offer.
ATIC may award to a higher priced offeror if a determination is made that the higher technical evaluation of that offeror merits the additional cost/price.
1.10 Negotiations
Best and final price quotations are requested from all offerors. It is anticipated that awards will be made solely on the basis of these original quotations. However, ATIC reserves the right to conduct negotiations and/or request clarifications prior to awarding a subcontract.
1.11 Terms and Conditions of Subcontract
This is a Request for Proposals only. Issuance of this RFP does not in any way obligate ATIC or USAID to award a subcontract, nor does it commit ATIC or USAID to pay for costs incurred in the preparation and submission of a proposal.
This solicitation is subject to the Draft Order Terms and Conditions detailed in Section 2. Any resultant award will be governed by these terms and conditions. ATIC reserves the right to make revisions to the content, order, and numbering of the provisions in the actual subcontract document prior to execution by ATIC and the selected awardee. Issuance of a subcontract award is subject to availability of sufficient funds.
Section 2. Background, Scope of Work, Deliverables and Deliverable Schedule
2.1 Specifications
As specified in Annex 1, ATIC is looking to subcontract one or several companies to deliver legal services for institutionalization of Tekwill network and Tekwill-type Centers in Moldova as stated in Annex 1 (Specifications).
2.2 Delivery Requirements
The delivery location for the items described in this RFP is MD-2045, str. Studentilor 9/11, Chisinau, Moldova. As part of its response to this RFP, each offeror is expected to provide an estimate (in calendar days) of the delivery and execution timeframe (after receipt of order). The delivery estimate presented in an offer in response to this RFP must be upheld in the performance of any resulting contract.
The delivery estimate presented in any offers in response to this RFP must be honest, accurate, and upheld in the performance of any resulting subcontract or order.
Section 3. Draft Order Terms and Conditions
Per Section 1.11 of this RFP, in the event of a subcontract award resulting from an offer submitted in response to this RFP, the following terms and conditions will apply:
1. All commodities, if applicable, delivered under this subcontract must be transferable to USAID, or another entity in the Cooperating Country designated by ATIC.
2. Delivery Terms
A. Delivery terms are estimated in Annex 1. The Subcontractor shall deliver the deliverables as set forth to the delivery locations – Republic of Moldova.
B. Time is of the essence. By executing this subcontract, the Subcontractor confirms that it accepts that the delivery schedule stated herein is reasonable and will comply with the delivery schedule.
C. Customs clearance. The Subcontractor shall clear any international shipments through customs and deliver them to the appropriate location(s) specified in Article 5. ATIC is responsible for providing the Subcontractor with the necessary documentation required by Moldovan customs officials for duty-free customs clearance.
D. Consignee address. For any international shipments requiring customs clearance in Moldova, the following consignee address shall be used on each shipment to facilitate duty-free and tax-free customs clearance.
E. U.S.-flag requirement. Any international transportation carried out under this subcontract shall take place on US-flag vessels/carriers. Any international air transportation shall be in accordance with FAR 52.247-63 (“Preference for U.S.-Flag Air Carriers”) and FAR 47.403 (“Guidelines for Implementation of the Fly America Act”).
3. Payment and financial obligations
3.1 Subcontract Price
The Subcontractor shall complete all work (including furnishing all labor, material, commodities, equipment, and services) required under this subcontract for the fixed price . This price shall include all equipment, commodities, shipping costs, licenses, permits, administration costs, labor costs, materials, overhead, profit, and all other costs.
The Subcontractor will be paid the installment amounts listed under the column named “Payment Amount” only upon successful completion and acceptance by ATIC of all corresponding deliverables listed in the column named “Corresponding Deliverable Name.”
3.2 Payment Terms
ATIC will pay the total price through a series of installment payments as provided in Article 1.9 above, after Subcontractor’s completion of the corresponding deliverables and ATIC acceptance thereof. The Subcontractor may submit invoices for deliverables that have been accepted and approved by the authorized ATIC representative. ATIC will pay the Subcontractor’s invoice within fifteen (15) days after the following conditions have been fulfilled:
a) the Subcontractor has delivered a proper invoice,
b) ATIC has issued an inspection certificate.
Payment will be made in MDL or USD based on the location of the company providing services, paid via wire transfer to the account specified in the Subcontractor’s invoice. Payment of unpaid balances will be made upon completion and final acceptance of all works and deliverables by ATIC. Any invoices for services rendered and deliverables submitted—but not accepted by ATIC—will not be paid until the Subcontractor makes sufficient revisions to the deliverables such that ATIC may approve the deliverables and thus the invoice.
3.3 Invoice Requirements
The Subcontractor shall present an invoice to ATIC only for services and/or commodities that have been accepted by ATIC. The invoice must be an original invoice, submitted to:
ATIC
Attention: Accountant Office
National Association of ICT Companies
To constitute a proper invoice, the Subcontractor’s invoice must include the following information and/or attached documentation. This information will assist ATIC in making timely payments to the Subcontractor:
1. Subcontractor legal name, subcontract number, invoice date, and invoice number.
2. Deliverable(s) number, description of approved deliverable(s), and corresponding value.
3. Bank account information to which payment shall be sent.
3.4 Cooperating Country Fees, Taxes, and Duties
This subcontract is entered into by ATIC on behalf of the ICTEC Project, an official program of the Government of the United States in Republic of Moldova.
As such, this subcontract is free and exempt from any taxes, VAT, tariffs, duties, or other levies imposed by the laws in effect in Republic of Moldova. The Subcontractor shall not pay any host country taxes, VAT, tariffs, duties, levies, etc. from which this USAID program is exempt. In the event that any exempt charges are paid by the Subcontractor, they will not be reimbursed to the Subcontractor by ATIC. The Subcontractor shall immediately notify ATIC if any such taxes are assessed against the Subcontractor or its subcontractors/suppliers at any tier.
The Subcontractor is responsible for payment of all applicable taxes, as prescribed under the applicable laws, associated with wages/salaries/compensation for services rendered by individuals employed by the Subcontractor and who are directed to work as required under this Subcontract. The Subcontractor is liable for payment of all applicable taxes associated with revenues (profit), and other such taxes, fees, or dues for which Subcontractor is normally responsible as a result of operating its business.
3.5 Set-Off Clause
ATIC reserves the right of set-off against amounts payable to Subcontractor under this subcontract or any other agreement in the amount of any claim or refunds ATIC may have against the Subcontractor.
4. Authorized USAID Geographic Code
The authorized USAID geographic code for this subcontract is USAID Geographic Code 935 in accordance with the United States Code of Federal Regulations (CFR), 22 CFR §228, available at: http://www.gpo.gov/fdsys/pkg/CFR-2012-title22-vol1/pdf/CFR-2012-title22-vol1-part228.pdf.
The source and nationality of all goods, commodities, and services provided under this subcontract must meet the above-specified USAID geographic code specified in accordance with the regulations found in 22 CFR 228.
The cooperating country for this subcontract is Moldova.
No commodities or related services may be supplied under this subcontract that are manufactured or assembled in, shipped from, transported through, or otherwise involving any of the following countries: Burma (Myanmar), Cuba, Iran, North Korea, (North) Sudan, Syria. Related services include incidental services pertaining to any/all aspects of this work to be performed under a resulting subcontract (including transportation, fuel, lodging, meals, and communications expenses).
5. Restrictions on Certain Foreign Purchases (FAR 52.225-13)
a) Except as authorized by the Department of Treasury’s Office of Foreign Assets Control (OFAC), the Subcontractor shall not acquire for its use in the performance of this subcontract, any supplies or services if any proclamation, U.S. Executive Order, U.S. statute, or OFAC’s implementing regulations (31 CFR Chapter V), would prohibit such a transaction by a U.S. person, as defined by law.
b) Except as authorized by OFAC, most transactions involving Cuba, Iran, the Sudan, Burma and North Korea are prohibited, including importing/exporting to/from the United States, engaging in financial transactions, or facilitating any prohibited transactions by third parties. Lists of entities and individuals subject to economic sanctions – which are updated routinely – are included in OFAC’s List of Specially Designated Nationals and Blocked Persons at http://www.treas.gov/offices/enforcement/ofac/sdn. It is the Subcontractor’s responsibility to remain informed as to sanctioned parties and to ensure compliance with all relevant U.S. sanctions and trade restrictions. More information about these restrictions, as well as updates, is available in the OFAC’s regulations at 31 CFR Chapter V and/or on OFAC’s website at http://www.treas.gov/offices/enforcement/ofac.
c) The Subcontractor shall insert this article, including this paragraph (c), in all subcontracts and subawards issued under this subcontract.
6. Compliance with U.S. Export Laws
Subcontractor warrants and agrees to comply with all U.S. export laws and regulations and other applicable U.S. law and regulations, including but not limited to: (i) the Arms Export Control Act (AECA), 22 U.S.C. 2778 and 2779; (ii) Trading with the Enemy Act (TWEA), 50 U.S.C. App. §§ 1-44; (iii) International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120-130.; (iv) Export Administration Act (EAA) of 1979 and the Export Administration Regulations (EAR) 15 C.F.R. Parts 730-774, (including the EAR anti-boycott provision); (v) the International Emergency Economic Powers Act (IEEPA), 50 U.S.C. 1701-1706 and Executive Orders of the President under IEEPA, 50 U.S.C. app. §§ 2401-2420; (vi) Office of Foreign Asset Controls (OFAC) Regulations, 31 C.F.R. Parts 500-598; and (vii) other applicable U.S. laws and regulations. As required, subject to ATIC’ prior approval for all exports or imports under the Subcontract, Subcontractor shall determine any export license, reporting, filing or other requirements, obtain any export license or other official authorization, and carry out any customs formalities for the export of goods or services. Subcontractor agrees to cooperate in providing any reports, authorizations, or other documentation related to export compliance requested by ATIC. Subcontractor agrees to indemnify, hold harmless and defend ATIC for any losses, liabilities and claims, including as penalties or fines as a result of any regulatory action taken against ATIC as a result of Subcontractor’s non-compliance with this provision.
7. Anti-Kickback
a) Definitions:
• Kickback, as used herein, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind, which is provided, directly or indirectly, to ATIC, the ICTEC project office or any of its employees, the Subcontractor or Subcontractor employees, or vendors in any way related to the performance or subsequent activities of this subcontract, for the purpose of improperly obtaining or rewarding favorable treatment in connection with this subcontract.
• Person, as used in this article, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual.
• Subcontractor employee, as used in this article, means any officer, partner, employee, or agent of the Subcontractor.
b) The Subcontractor and its employees, whether directly or indirectly engaged in the performance of this subcontract, agree to abide by the terms of The United States Anti-Kickback Act of 1986, which prohibits any person from providing or attempting to provide any kickback; soliciting, accepting, or attempting to accept any kickback; or including, directly or indirectly, the amount of any kickback in the contract price charged by the Subcontractor to ATIC.
When the Subcontractor has reasonable grounds to believe that a violation described in paragraph (b) of this provision may have occurred, the Subcontractor shall promptly report in writing the possible violation. Such reports shall be made to ATIC, who shall forward the report to the USAID Inspector General for investigation, as required.
The Subcontractor agrees to cooperate fully with any United States Government agency investigating a possible violation described in paragraph (b) of this article.
ATIC may offset the amount of the kickback against any monies owed by ATIC under this fixed price subcontract or order the monies withheld from future payments due the Subcontractor.
The Subcontractor agrees to include the substance of this article in any contract it may issue under this subcontract.
8. Terrorist Financing Prohibition
The Subcontractor (including its employees, consultants, and agents) by entering into this subcontract certifies that it does not engage, support or finance individuals and/or organizations associated with terrorism. The Subcontractor is reminded that U.S. Executive Orders and U.S. law prohibits transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. A list of entities and individuals subject to restrictions, prohibitions and sanctions can be found at the web site of the Department of Treasury’s Office of Foreign Assets Control (OFAC), at http://treasury.gov/ofac. It is the legal responsibility of the Subcontractor to ensure compliance with the Executive Order 13224 and other U.S. laws prohibiting terrorist financing. This provision must be included in all subcontracts or subawards issued under this subcontract.
9. Eligibility of Subcontractors
In accordance with Federal Acquisition Regulation (FAR) Clause 52.209-6, “Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment,” (SEP 2006), no commodities, software, goods, materials, or services shall be eligible for USAID financing or reimbursement under this subcontract if provided by a subcontractor or supplier (or a subcontractors’ or suppliers’ principle) that is debarred, suspended, or proposed for debarment by USAID or the USG. This applies to the Subcontractor and the Subcontractor’s subcontractors and suppliers as well.
10. Compliance with Applicable Laws and Standards
The Subcontractor shall perform all work, and comply in all respects, with applicable laws, ordinances, codes, regulations, and other authoritative rules of the United States and Moldova and its political subdivisions and with the standards of relevant licensing boards and professional associations. The Subcontractor shall also comply with the applicable USAID regulations governing this subcontract, which are incorporated by reference into this subcontract, and appear in Article 35, Clauses Incorporated by Reference.
11. Indemnity and Subcontractor Waiver of Benefits
A. The Subcontractor waives any additional benefits and agrees to indemnify and save harmless ATIC, USAID, their officers, directors, agents, and employees from and against any and all claims and liability, loss, expenses, suits, damages, judgments, demands, and costs (including reasonable legal and professional fees and expenses) arising out of:
(1) the acts or omissions of Subcontractor, its employees, officers, directors, agents or its subcontractors;
(2) injury or death to persons, including officers, directors, employees, agents and subcontractors of Subcontractor, or loss of or damage to property, or fines and penalties which may result, in whole or in part, by reason of the buying, selling, distribution, or use of any of the goods or services purchased or provided under this Subcontract except to the extent that such damage is due to the negligence of ATIC;
(3) the infringement or violation of any patent, copyright, trademark, service mark, trade secret, or other proprietary interest of any third party resulting from ATIC use, distribution, sale, sublicensing, or possession of the goods (including software and all forms of written materials) or services purchased or provided, as authorized hereunder, or from the use or possession of said goods or services by ATIC, USAID, as authorized hereunder; or false claims submitted by Subcontractor or its subcontractors under this Subcontract or as a result of a Subcontractor misrepresentation of fact or fraud by Subcontractor.
B. Subcontractor shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Subcontractor has notice or is given prompt written notice of such claim or suit and, further, that Subcontractor shall be given necessary information, reasonable assistance and the authority to defend such claim or suit. Subcontractor shall not settle, compromise or discharge any pending or threatened suit, claim or litigation, arising out of, based upon, or in any way related to the subject matter of this subcontract and to which ATIC is or may reasonably be expected to be a party, unless and until Subcontractor has obtained a written agreement, approved by ATIC (which shall not be unreasonably withheld) and executed by each party to such proposed settlement, compromise or discharge, releasing ATIC from any and all liability.
C. If any of the goods or services provided by Subcontractor hereunder, including without limitation software and all forms of written materials, become the subject of a claim of infringement or violation of a third party’s intellectual property, privacy and/or proprietary rights, Subcontractor shall, at its own expense, use its best efforts—
(1) to procure for ATIC the right to continue use and, if authorized under this Subcontract, distribution of the infringing goods or services or,
(2) to modify the goods or services to make them non-infringing, or to replace them with equivalent, non-infringing counterparts.
If none of the above-mentioned can be successfully implemented, then Subcontractor shall refund to ATIC all monies paid to the Subcontractor for the infringing goods and services.
12. Intellectual Property Rights
The ownership of all copyright and other intellectual property rights in respect of any data compilations, research, spreadsheets, graphs, reports, diagrams, designs, work products, software, or any other documents, developed in connection with this subcontract will exclusively vest in or remain with ATIC, which shall have all proprietary rights therein, notwithstanding that the Subcontractor or its employees may be the author of the intellectual property. All documents relating to the intellectual property or otherwise connected with this fixed price subcontract, the services, or duties must be returned or delivered to ATIC at the time of the expiration or termination of the subcontract. The Subcontractor agrees not to publish or make use of any of the intellectual property, or documents relating thereto, without the prior written approval of ATIC and proper attribution.
13. Modifications
Modifications to the terms and conditions of this subcontract, including any modification to the scope of work, may only be made by written agreement between authorized personnel of both Parties as stipulated in Article 16 of this subcontract. Each Party shall give due notice and consideration to any proposals for modification made by the other Party.
14. Changes
In accordance with FAR Clause 52.243-1 “Changes—Fixed-Price” (AUG 1987), ATIC may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this subcontract in the services to be performed.
If any such change(s) causes an increase or a decrease in the cost, or the time required for the performance, or any part of the work under the subcontract, an equitable adjustment shall be made in the subcontract price or delivery schedule, or both, and the subcontract shall be modified in writing accordingly. Any claim by the Subcontractor for adjustment under this subcontract must be asserted within 30 (thirty) days from the date of receipt by the Subcontractor of the modification or change.
15. Assignment and Delegation
This subcontract may not be assigned or delegated, in whole or in part, by the Subcontractor without the written consent of ATIC. Absent such written consent, any assignment is void.
16. Termination
ATIC reserves the unilateral right to terminate this fixed price subcontract at any time, paying for all deliverables completed at the time of termination and a pro-rata share of any deliverable in progress, in accordance with FAR Clause 52.249-1, Termination for Convenience of the Government (Fixed Price) (Short Form) (April 1984), which is incorporated by reference in Article 35 herein.
In the event that the Subcontractor fails to make progress so as to endanger performance of this fixed price subcontract, or is unable to fulfill the terms of this fixed price subcontract by the completion date, the Subcontractor shall notify ATIC forthwith and ATIC shall have the right to summary termination of this fixed price subcontract upon written notice to the Subcontractor in accordance with the incorporated FAR Clause 52.249-8, Default (Fixed-Price Supply and Service).
Annex 1. Detailed Specifications and Requirements
A. Background:
About ATIC
THE MOLDOVAN ASSOCIATION OF ICT COMPANIES (“ATIC”) is the business Organization uniting 45 companies. Umbrella Organization gathering over 5000 employees.
Being established in 2006, ATIC is the action leading association and the voice of the Moldovan ICT industry that promotes the development of the ICT sector in Republic of Moldova through viable partnerships between companies, similar organizations, government, state institutions and international organizations. The association was founded to represent the industry on different policy and legislative issues and to facilitate the exchange of best practices between members. ATIC mission is to protect and promote the Association members’ interests as well as facilitate a more favorable ICT business climate.
About Tekwill
The ICTEC Project started as a USAID program implemented by the National Association of ICT Companies (ATIC). In 2016, the Government of Sweden joined the program and expanded the operations and content programs of Tekwill. The project is implemented as a private-public partnership (though Global Development Alliances instrument (GDA)), between the Moldovan Government, private industry, academia and donors. The private partners include multinational companies, IBM and Microsoft, and also Moldovan Association of Private ICT Companies (ATIC) members that are local (operated) ICT companies. The private partners bring significant new resources, ideas, software, technologies and development activities, such as trainings, practical assignments, and mentorship. The private sector partners will have the chance to use the center to communicate with the university, SMEs, startups, professionals and contribute to the curricula improvement answering the market needs, as well as the improvement of the IT and entrepreneurship ecosystem that will lead to the economic growth of the country. The Government of Moldova supports this project at the highest level of the Prime Minister, and the partners include Ministry of ICT, Ministry of Education, and E-Government Center.
Year 5 Efforts:
ATIC team has oriented its efforts for Year 5 to expand national projects and get international recognition. Aiming to reach a new scale, as a first step, ATIC has conducted an in-depth assessment of the existing business model, activities, impact and operational model, its main stakeholders’ roles and involvement in delivering proposed outcomes. ATIC seeks to create an inclusive, independent and sustainable platform defined and agreed by all stakeholders in the process – ATIC, TUM, regional universities, Government, etc. ATIC wishes to clearly differentiate the role and involvement of different stakeholders in various activities; however, seeks to maintain a high-level portfolio.
In terms of regional development, Tekwill team has conducted an analysis of each particular region, taking into consideration factors such as: presence of ITC companies (national and local), number of students at IT or related faculties, number of schools providing STEM education, number and quality of regional/local contents, past cooperation, current programs, as well as transformation of the existing operational model of one single existing Tekwill into either multiple independent centers, one single network or other models that will be considered the most suitable to respond to the needs of the industry, Government and academia. Transversal approaches of linking ICT to non-ICT will be taken into consideration and encouraged throughout the project.
At the current phase, Tekwill project has developed specific models in deploying education programs in partnership with the industry, on a free and paid basis. In order to offer quality education to a significantly higher amount of people, there is a need for further investing into education and differentiated partnerships. Based on industry validation, children’ programs, digital/STEM education in schools will be enhanced. For example, career orientation sessions are a must. With limited current capacity, ATIC will assess the possibility of segregation of duties in terms of separating/merging or any other form of transformation of content vs physical infrastructure planned to be developed in the next phase. The second phase of the project will seek to identify locally capable driven programs, train the teachers/trainers programs, consolidate and improve the Centers’ business plans that will outline all operational aspects, including services, organization, marketing and finance. ATIC will conduct business model assessments for all the satellites or the network. This will be an inclusive process and will take into account contributions of all private and governmental partners. Since Tekwill will not invest into hard infrastructure, funds leveraging from public/private sector will be a must. Sustainability and market driven will be the core principles for the business strategy of the future Tekwill Center/Centers, which will be developed into an alternative capacity for offering fast access to trainings and industry required qualifications.
Since the project will be based on two main streams: cultivating professional technical and soft skills and cultivating the entrepreneurship skills, the project will also focus on creating the proper services for the potential entrepreneurs and future startups either from Tech or using Tech as a core. The center will develop its assistance programs with mentors, funding, linkages to potential investment and other type of support for the potential successful startup projects.
During Year 5, Tekwill project performed a feasibility study covering in depth information about the regions, their potential, their interests, their co-financing capacity.
The Feasibility Study project had the objective to support Tekwill project three-year program for the development of ICT Excellence Centers in various regions across Moldova. These Centers are expected to extend the success of Tekwill center in Chisinau, launched in 2017, which contributes to the development of labor force and strengthening innovative companies and start-ups in the selected regions.
Prior to commence the investment phase, the management of the project carried out a 360-degree analysis to be confident that every specific region has sufficient number of people and sufficient quality of their basic education to effectively absorb programs to be offered through regional excellence centers. In addition, Tekwill project team assessed existing and prospecting demand for educated ICT professionals in the region, seeking for regional partners selected to operate the excellence centers, each operational model being designed to ensure the center’s financial sustainability and return on investments done. According to the study, Balti, Comrat, Cahul have resulted as priority areas.
B. Specifications and Deliverables
One of the major tasks during Year 6 represents the assessment and definition of the legal and business aspects to ensure the institutionalization of the network.
ATIC is looking for a legal company to evaluate and provide input with the following tasks:
· Evaluate/study all existing legal documents related to Tekwill Chisinau establishment
· Evaluate/study all memorandums with National authorities and local authorities aiming to enhance Tekwill network creation.
· Perform interviews with the main stakeholders in the process
· Based on the assessment provide an independent opinion about the best legal framework for the legal form for the Tekwill network creation, including, but not limited to any constituency acts if required, agreements between stakeholders, other necessary package of documents, taking into consideration stakeholders opinion and overview.
· Create necessary regulation, documents and acts for regional sights aiming to include, but not limit to: operations, IP, relationship between stakeholders, other meeting best the perspective of the ATIC needs to enhance Tekwill’ sustainability and to determine the best suitable model, setup process and provide core documentation for the well-functioning of the Centers in the regions.
· Assist the team in implementing the findings.
· Other legal support not included, but identified by the service provider to reach the goal of the assignment.
The end objective is to have a fully independent, functioning, and sustainable non-public network covering all prospective regional Centers, that will implement the technology, educational, entrepreneurship, STEM, business and investment initiatives.
Specific deliverables:
| # | Deliverables | Timeframe (tentative based on our estimation, but could be adjusted during the process) |
| 1 | Inception report | 15 Days from the day of signing the agreement |
| 2 | List of interviews, questionnaire, stakeholders | 30 days from signing the agreement |
| 3 | Intermediate report on the summary of the legal documents in place | 45 days from signing the agreement |
| 4 | Independent opinion including the legal framework, stakeholders, constituency/regulation acts | 60 days from signing the agreement |
| 5 | Sample of documents to allow the institutionalization of the network following the scope and the above. | 75 days from signing the agreement |
| 6 | Other as required by the assignment. | TBC based on need |
The proposal will include a clear breakdown per deliverable including any additional services that may be provided and have not been taken into consideration initially, as well as a breakdown per personnel fees and types of costs related to each of the above deliverables.
C. Minimum Qualification Criteria for Applicant Companies:
· Proof of similar experience (local) in providing similar services (legal advisory on legal organizational forms, contracts, advisory for development projects, business law, civil law, other relevant areas – at least two similar contracts attached performed in the last 3 (three) years, including 2 (two) documents proving the completion of similar services.
· Availability of qualified Staff (one Senior legal adviser – minimum 5 years experience and one junior legal adviser minimum 3 years of experience)
Evaluation Method
Submitted proposals will be evaluated against the evaluation criteria and subcriteri-a described below.
| Evaluation Criteria | Evaluation Sub-criteria | Maximum points |
| Technical Evaluation | 60 pts | |
| 1. | Relevance of the proposed services | 15 pts
Very good – 15 pts Good – 10 pts Fair – 5 pts |
| 2. | Company’s similar experience (local) in providing similar services (legal advisory on legal organizational forms, contracts, advisory for development projects, business law, civil law, other relevant areas) | Similar contracts 20 pts5 years of experience – 10 pts; less than 5 years – 5pts2 similar contracts – 10 pts: 1 contract – 5 pts |
| 3. | Experience with donor organizations, | Up to 5 pts;
Availability of experience – 5 pts; no experience – 0 pts |
| 4. | Qualified personnel with experience in relevant legal advisory: | 20 pts |
| 4.1. Senior Legal Advisor | Up to 12 pts;
5 years of experience – 8 pts; 2 pts – for each additional year |
|
| 4.2. Junior Legal Advisor | Up to 8 pts;3 years of experience – 4 pts; 2 pts for each additional year. | |
| 5. | Overall cost proposal provided.
minimum offer – 40 pts; Evaluated offer pts = (lowest offer $ x 40pts)/evaluated offer |
40 points |
| Total Points – Technical and Cost Approach 100 points |
Priority will be given to the offers representing best value for ATIC and having a balanced technical and financial score. Based on the tradeoff approach, ATIC may select the offer which is not the lowest, is the technical score and other factors demonstrate its best value for money.
D. Award
ATIC will award the contract to the selected company, after a careful evaluation of offers, following the evaluation method described. Only the offers compliant to the requirements described under this TOR and RfP will be considered.
E. Contract
The Contract will be signed in MDL, for a fixed amount, based on the results of this RfP.