Annex 1: Draft Firm Fixed-Price (FFP) Subcontract Template
SUBCONTRACT
Firm Fixed Price Subcontract
Between
CHEMONICS INTERNATIONAL INC.
And
[SUBCONTRACTOR]
Hereinafter referred to as the “Subcontractor”
For
USAID Global Health Supply Chain – Procurement and Supply Management Program (GHSCPSM)
Under
Contract No.: AID-OAA-I-15-00004 Task Order No.: AID-OAA-TO-15-00009
Subcontract number:
Start Date:
End Date:
Subcontract Ceiling Price:
TBD
TBD
TBD
TBD
ISSUED BY:
Chemonics International Inc.
1717 H Street, N.W.
Washington, D.C. 20006
ISSUED TO:
Subcontractor name
Street address
City, State, Zip code
Country
Subcontractor Tax ID Number: TBD
Subcontractor DUNS Number: TBD
Subcontract No. XXX
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Chemonics International Inc. (“Chemonics” or “Buyer”) and [enter subcontractor name] (“Subcontractor”
or “Vendor” or “Supplier”) hereby agree and enter into this Fixed Price Subcontract. This agreement
establishes the pricing, terms, and conditions for the purchases of the items specified above. The
Subcontractor agrees to furnish and deliver all items or perform all the services identified in this
Subcontract. The rights and obligations of the parties to this Subcontract and any Orders (if applicable)
shall be subject to and governed by the following documents: (a) this subcontract; (b) such provisions and
specifications as are attached or incorporated by reference herein. The parties to this agreement hereby
indicate their acceptance of the terms and conditions set forth in this document with the signatures of their
authorized representatives shown below.
Chemonics International, Inc.
SUBCONTRACTOR
By,
By,
SignatoryName
SignatoryName
Signatory Title
SignatoryTitle
Date:
Date:
Chemonics is an Equal Opportunity Employer and we do not discriminate on the basis of race, color, sex,
national origin, religion, age, equal pay, disability and genetic information.
Subcontract No. XXX
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Contents
Article 1
Article 2
Article 3
Article 4
Article 5
Article 6
Article 7
Article 8
Article 9
Article 10
Article 11
Article 12
Article 13
Article 14
Article 15
Article 16
Article 17
Article 18
Article 19
Article 20
Article 21
Article 22
Article 23
Article 24
Article 25
Article 26
Article 27
Article 28
Article 29
Article 30
Article 31
Article 32
Article 33
Article 34
Article 35
Article 36
Article 37
Article 38
Article 39
Article 40
Article 41
Background and Purpose
Subcontract Type and Period of Performance
Deliverables and Deliverables Schedule
Subcontract Pricing Details
Subcontract
Independent Subcontractor
Goods and Related Services
Delivery Terms
Packing, Export Marking, Preparation for Shipment, and Packing
Export and Transportation Clearances
Delivery and Delivery Confirmation
Quality Assurance Testing, Inspection, and Acceptance
Title and Risk of Loss or Damage
Payment Terms
Invoice Requirements
Cooperating Country Fees, Taxes, and Duties
Set-Off Clause
Warranties
Announcements, Recalls, and Counterfeiting Notices
Vendors Who Are Not the Manufacturers of the Goods
Governing Language
Authorized USAID Geographic Code
Restrictions on Certain Foreign Purchases (FAR 52.225-13)
Compliance with U.S. Export Laws
Compliance with U.S. Anti-Corruption Regulations
Privity of Contract and Communications with Other Third Parties
Subcontractor Employee Whistleblower Rights
Gratuities and Anti-Kickback
Terrorist Financing Prohibition
Protecting Chemonics’ Interests When Subcontractor is Named on Suspected Terrorists
or Blocked Individuals Lists, Ineligible to Receive USAID Funding, or Suspended,
Debarred or Excluded from Receiving Federal Funds
Compliance with Applicable Laws and Standards
Indemnity
Intellectual Property Rights
Modifications
Changes
Option for Increased Quantity
Assignment and Delegation
Disputes
Force Majeure
Termination
Reporting on Subcontractor Data Pursuant to the Requirements of the Federal Funding
Accountability and Transparency Act
Subcontract No. XXX
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Article 42
Article 43
Article 44
Article 45
Article 46
Article 47
Survival
Non-Waiver
Severability
Limitation of Damages
Clauses Incorporated by Reference
Federal Acquisition Regulation (FAR) And Agency For International Development
Acquisition Regulation (AIDAR) Flowdown Provisions For Subcontracts And Task
Orders Under USAID Prime Contracts
Annexes:
Annex 1: [AAAAA]
Subcontract No. XXX
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PART 1.
GENERAL INFORMATION AND SCOPE OF WORK
The following acronyms and definitions apply to this subcontract and all related correspondence:
ADS
AIDAR
Amendment
Associated Services
Buyer
CFR
Chemonics
Cooperating Country
Delivered Goods
Delivery Incoterms
FAR
Goods
Government
Order Form
Party
Pharmaceutical
Price
Related Services
Subcontract No. XXX
USAID Automated Directives System
AID Acquisition Regulations (48 CFR Chapter 7)
Writing signed by the Parties, designated as an “Amendment” and
sequentially numbered, modifying the provisions of the subcontract
Services that are not separately priced in the subcontract, but rather are
deemed to be included in the Prices of the Goods with which they are
associated
Chemonics International Inc.
United States Code of Federal Regulations
Chemonics International Inc.
Country or countries in which the Goods will be distributed and/or
Services provided, as listed in the subcontract
Goods delivered in accordance with the applicable delivery term as
modified if at all by this subcontract
International Commerce Terms (INCOTERMS 2010) established by the
International Chamber of Commerce, www.iccwbo.org
United States Federal Acquisition Regulation.
All items (including without limitation supplies, equipment, parts,
materials), together with all Associated Services that are not separately
priced, described in the subcontract and strictly conforming in all respects
to the requirements of such subcontract.
The U.S. Government (unless otherwise stated, represented by the U.S.
Agency for International Development), acting in its contractual capacity
Order Form for a Firm Fixed Price subcontract or a Delivery Order (if
applicable)
Buyer and the Vendor individually (collectively, the “Parties”)
Any substance intended for use in the diagnosis, cure, mitigation,
treatment or prevention of diseases in humans or animals; any substances
(other than food) intended to affect the structure or any function of the
body of humans or animals; and, any substance intended for use as a
component in the above, including but not limited drugs, vitamins, oral
rehydration salts, biologicals, and some in-vitro diagnostic reagent/test
kits; but does not include devices or their components, parts, or accessories
(if applicable)
Total Price indicated in the subcontract (covering all Goods described in
the subcontract, all Associated Services necessary to perform the Vendor’s
obligations pursuant to the subcontract, and any Related Services) together
with the Prices of all Goods included in any option exercised pursuant to
Article 35.
Services (if any) described and priced separately from the Delivered
Goods as a Line item on the Order Form
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Shelf Life
Supplier
Unit Price
USAID
USAID Contract
Vendor
ARTICLE 1.
Period from the Date of Manufacture to the Expiry Date, during which full
compliance of the Goods with the manufacturer’s standards is guaranteed.
Subcontractor/vendor, individual or firm, identified on the Order Form if
applicabale, supplying the goods and/or services
Price indicated on the subcontract covering, as applicable, each item of (a)
Delivered Goods, along with any Associated Services, or (b) Related
Services.
United States Agency for International Development
USAID Contract No. AID-OAA-I-15-00004 (as modified) with
Chemonics International Inc.
Legal entity to which the subcontract is issued. Referred to alternatively
as “Supplier” or “Subcontractor”.
BACKGROUND AND PURPOSE
The Global Health Supply Chain – Procurement and Supply Management (GHSC-PSM) Project is an
official project of the United States Agency for International Development (USAID), Contract No.: AIDOAA-I-15-00004 implemented by Chemonics International and its consortium members. The purpose of
GHSC-PSM is to ensure uninterrupted supplies of health commodities in support of USG-funded public
health initiatives around the world.
The project provides direct procurement and supply chain management support to the President’s
Emergency Plan for AIDS Relief (PEPFAR), the President’s Malaria Initiative (PMI), and Population and
Reproductive Health. GHSC-PSM supports health programs through the supply of a wide range of health
commodities, including contraceptives and condoms, essential drugs; and select commodities for
HIV/AIDS, malaria, maternal and child health, and infectious diseases.
The purpose of this subcontract is to [Describe the purpose of the subcontract and how it relates to the
project/task order’s objectives].
ARTICLE 2.
SUBCONTRACT TYPE AND PERIOD OF PERFORMANCE
A. Chemonics International Inc., on behalf of USAID and in cooperation with the Government of
[cooperating country], is authorized to fund this subcontract under the authority of Chemonics’ prime
USAID Contract/Task Orders referenced on the cover page.
B. This is a firm fixed-price subcontract payable entirely in the currency indicated in the cover page. No
additional sums will be payable for any escalation in the cost of materials, equipment or labor, or
because of the Subcontractor's failure to properly estimate or accurately predict the cost or difficulty of
achieving the results required. Chemonics will not adjust the subcontract price due to fluctuations in
currency exchange rates. Chemonics will only make changes in the subcontract price or time to
complete due to changes made by Chemonics in the work to be performed, or by delays caused by
Chemonics.
C. The Subcontract Period of Performance (referred to alternatively as “Term”) is stated on the cover page
of this Subcontract. Performance shall commence as of the start date and shall end, subject to the terms
and conditions herein, on the end date unless otherwise extended or terminated.
Subcontract No. XXX
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D. The Subcontractor shall furnish to Chemonics, the supplies or services specified in this Subcontract up
to the “Subcontract Ceiling Amount” as stated on the cover page of this Subcontract.
E. In the event that the Subcontractor fails to make progress so as to endanger performance of this fixed
price subcontract, or is unable to fulfill the terms of this fixed price subcontract by the completion
date, the Subcontractor shall notify Chemonics forthwith and Chemonics shall have the right to
summary termination of this fixed price subcontract upon written notice to the Subcontractor in
accordance with the incorporated FAR Clause 52.249-8, Default (Fixed-Price Supply and Service).
ARTICLE 3.
DELIVERABLES AND DELIVERABLES SCHEDULE
A. The Subcontractor shall deliver to Chemonics the following deliverables, in accordance with
the schedule set forth in subsection (b) below:
[To be completed upon final negotiation and award of subcontract.]
B. The Subcontractor shall deliver the agreed upon deliverables in accordance with the schedule
set forth below:
[To be completed upon final negotiation and award of subcontract.]
ARTICLE 4.
SUBCONTRACT PRICING DETAILS
A. Subcontract Value
As consideration for the delivery of all of the products and/or services stipulated in this Subcontract and
any attachments hereto, Chemonics will pay the Subcontractor a total of XX,XXX. This figure represents
the total price of this subcontract and is fixed for the period of performance outlined in Article 2, Period of
Performance. The fixed price is based on the unit prices identified in Article 4(B).
B. Unit Prices
The Unit Price(s) for commodities procured under this subcontract is(are) indicated below. The Vendor
shall invoice based on actual units purchased through POs issued under this Subcontract.
[Offeror’s final negotiated list of products and corresponding unit prices to be inserted following
award and negotiation of subcontract.]
The prices (unit prices and extended prices) specified in the Subcontract are firm, fixed, all-inclusive total
unit prices covering performance of all of Subcontractor obligations under the subcontract. No additional
sums will be payable for any change or escalation in the cost of materials, equipment, packaging or labor;
the costs of cooperating with sampling, testing, inspection and other quality assurance requirements, when
applicable; warranty-related costs and charges; and, any and all other costs and charges of whatever
description or amount in connection with, necessary for, or resulting from Subcontractor's required
performance. Chemonics will not adjust the subcontract prices due to fluctuations in currency exchange
Subcontract No. XXX
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rates. Chemonics will only make changes in the subcontract price or time to complete due to changes made
by Chemonics in the work to be performed, or by delays caused by Chemonics.
Subcontractor certifies that the Price(s) in the Subcontract represent the lowest price(s) at which
Subcontractor currently sells the Goods under comparable terms and conditions to any United States
Government or US Government funded customers. If during the life of the subcontract Subcontractor sells
the Goods to any U.S. Government or U.S. Government funded customer for a lower price, it will promptly
inform Chemonics and execute an Amendment to the subcontract so that such lower price applies to any
pending or subsequent Goods delivered hereunder.
C. Payments
Chemonics will pay the total price through a series of installment payments. Chemonics will make each
payment subject to Section D.3, below, after Subcontractor’s completion of the corresponding deliverable
indicated in the following table:
Installment Number and Amount
1. $XX,XXX
2. $YY,YYY
Corresponding Deliverable Number(s) and Name(s)*
1. (Deliverable No. 1 Name) , AND
2. (Deliverable No. 2 Name)
3. (Deliverable No. 3 Name)
*Deliverable numbers and names refer to those fully described in Section A.3, above.
Payments for approved Deliverables will be made as outlined above to the Subcontractor via check sent to
the Subcontractor’s official address or wire transfer to the following authorized account indicated in the
Subcontractor’s invoice, submitted in accordance with Article 15, Invoice Requirements.
Account name: (INSERT Account name provided by the Subcontractor)
Bank name: (INSERT Subcontractor's bank name)
Bank address or branch location: (INSERT Subcontractor's bank address or branch location)
Account number: (INSERT Subcontractor's bank account SWIFT and IBAN reference as applicable)
All invoices will be sent to the address and point of contact below:
Chemonics International Inc.
Attention: [enter name and title of authorized representative]
USAID Global Health Supply Chain – Procurement and Supply Management (PSM)
Project, email address and/or street address
ARTICLE 5. SUBCONTRACT AND TECHNICAL DIRECTION
The subcontract consists of the Subcontract Form (Subcontract); any Orders Forms issued hereunder, if
applicable; the Standard General Contract Terms and Conditions (GTCs); and any annexes or attachments.
No terms stated by the Subcontractor in accepting or acknowledging this subcontract shall be binding on
Chemonics unless accepted in writing by Chemonics. Chemonics reserves the right to make revisions to
Subcontract No. XXX
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the content, order, and numbering of the terms and conditions or provisions prior to execution by
Chemonics and the Subcontractor and the right to request modifications to the terms and conditions or
provisions as requested by USAID or as determined necessary for the GHSC-PSM project.
Any representations and certifications submitted resulting in award of this Subcontract are hereby
incorporated either in full text or by reference, and any updated representations and certifications submitted
thereafter are incorporated by reference and made a part of this Subcontract with the same force and effect
as if they were incorporated by full text. By signing this Subcontract, the Subcontractor hereby certifies that
as of the time of award of this Subcontract: (1) the Subcontractor, or its principals, is not debarred,
suspended or proposed for debarment or declared ineligible for award by any Federal agency; (2) 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 awarding the contract or this
Subcontract; and (3) no changes have occurred to any other representations and certifications made by the
Subcontractor resulting in award of this subcontract. The Subcontractor agrees to promptly notify
Chemonics in writing of any changes occurring at any time during performance of this Subcontract to any
representations and certifications submitted by the Subcontractor.
The Subcontractor shall render the services and produce the deliverables stipulated in Article 4, above,
under the general technical direction of the [title of authorized representative], [name of authorized
representative], or his/her designee. The [title of authorized representative], or his/her designee, will be
responsible for monitoring the Subcontractor’s performance under this fixed-price subcontract. The
Subcontractor shall not communicate directly with USAID during the performance of this fixed-price
subcontract.
Subcontract No. XXX
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