REVISED RFP 72012120R00005 SOE UKRAINE.pdf

RFP#72012120R00005

REVISED VERSION OF RFP NO. 72012120R00005 DATED OCTOBER 9, 2020

Issuance Date: September 24, 2020 Closing Date/Time for Questions: October 6, 2020, 10:00 a.m. Kyiv Time Closing Date/Time for Receipt of Proposals: November 3, 2020, 10:00 a.m. Kyiv Time

Subject: Request for Proposals (RFP) No. 72012120R00005, State-Owned Enterprises (SOE) Reform Activity in Ukraine

The United States Agency for International Development (USAID) is seeking proposals to implement the State-Owned Enterprises (SOE) Reform Activity in Ukraine, as described in the attached Request for Proposals (RFP). USAID anticipates awarding a single award Indefinite Delivery, Indefinite Quantity contract with a five-year ordering period.

Simultaneously, USAID anticipates awarding Task Order 1, a cost-plus fixed fee term-type contract, with 5,154 professional technical staff person productive days level of effort (LOE) and a period of performance of three years (Attachment J.1). USAID reserves the right to award more or less awards than this anticipated number or to make no award.

USAID anticipates that the maximum aggregate ceiling for contracts resulting from this RFP will be $39 million over the five-year ordering period. Task Orders could be issued on a cost reimbursement and/or fixed price basis and can continue for two years beyond the ordering period. The maximum aggregate dollar value of task orders cannot exceed this contract ceiling. There is no guarantee on the number of task orders that the successful contractor will receive or the amount of money beyond the minimum order guarantee set forth in the RFP.

USAID invites all interested and responsible organizations to submit offers in accordance with the requirements of this solicitation. USAID will conduct this procurement as a full and open competition under which any type of organization may submit a proposal. The procedures set forth in Federal Acquisition Regulation (“FAR”) Part 15 will govern the procurement. Proposals will be accepted from eligible organizations. The geographic code for this procurement is 937 and 110, and the NAICS code is 541690. USAID encourages the participation of small business organizations.

Please refer to Section L for information regarding proposal requirements. Offerors should take into account the expected delivery time required by the proposal transmission method they choose, and they are responsible for ensuring proposals are received at USAID by the due date and time as specified in Section L. Failure to comply with the submission date will deem any submission unacceptable and it will not be reviewed or evaluated. Faxed proposals are not acceptable, nor will they be reviewed or evaluated. Pursuant to Block 12 of Standard Form 33 of this RFP, offers must remain valid for 220 days.

Any questions regarding the RFP’s requirements must be submitted via email only no later than the time and date stated above to Ms. Maria Televantos, Contracting Officer at mtelevantos@usaid.gov, and Ms. Elena Parinova, Acquisition and Assistance Specialist at eparinova@usaid.gov.

mailto:mtelevantos@usaid.gov mailto:eparinova@usaid.gov

This RFP in no way obligates USAID to award a contract nor does it commit USAID to pay any cost incurred in the preparation and submission of a proposal. Award of a Contract under this RFP is subject to availability of funds and other internal USAID approvals.

This RFP can be viewed and downloaded from beta.sam.gov. USAID bears no responsibility for data errors resulting from transmission or conversion processes. Further, be aware that amendments to solicitations are occasionally issued and will be posted on the same website from which you downloaded the solicitation. USAID advises to regularly check the above website for amendments.

Sincerely, Maria Televantos Contracting Officer

____/s/_____ http://www.fedbizopps.gov/

1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES

UNDER DPAS (15 CFR 700)

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

SEALED BID (IFB)

NEGOTIATED (RFP)

7. ISSUED BY CODE 8. ADDRESS OFFER TO (If other than Item 7)

NOTE: In sealed bid solicitations "offer" and "Offeror" mean "bid" and "bidder".

9. Sealed offers in original and _____________________________ copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the depository located in until (Hour) (Date)

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All Offers are subject to all terms and conditions contained in this solicitation.

A. NAME B. TELEPHONE (NO COLLECT CALLS) C. E-MAIL ADDRESS

AREA CODE NUMBER EXT.

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

A SOLICITATION/CONTRACT FORM I CONTRACT CLAUSES

B SUPPLIES OR SERVICES AND PRICES/COSTS PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

C DESCRIPTION/SPECS./WORK STATEMENT J LIST OF ATTACHMENTS

D PACKAGING AND MARKING PART IV - REPRESENTATIONS AND INSTRUCTIONS

E INSPECTION AND ACCEPTANCE

F DELIVERIES OR PERFORMANCE

G CONTRACT ADMINISTRATION DATA L INSTR., CONDS., AND NOTICES TO OFFERORS

H SPECIAL CONTRACT REQUIREMENTS M EVALUATION FACOTRRS FOR AWARD

K REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12. In compliance with the above, the undersigned agrees, if this offer is accepted within _220_ calendar days (60 calendar days unless a different period is inserted by the Offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT 10 CALENDAR DAYS (%) 20 CALENDAR DAYS (%) 30 CALENDAR DAYS (%) CALENDAR DAYS (%) (See Section I, Clause No. 52-232-8)

14. ACKNOWLEDGEMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated:

CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER 15A. NAME AND

ADDRESS OF

OFFEROR

(Type or print)

15B. TELEPHONE NUMBER 17. SIGNATURE 18. OFFER DATE

AREA CODE NUMBER EXT. 15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM

ABOVE - ENTER SUCH ADDRESS IN SCHEDULE

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM (4 copies unless otherwise specified)

10 U.S.C. 2304(a) ( ) 41 U.S.C. 253(c) ( )

24. ADMINISTERED BY (If other than Item 7) 25. PAYMENT WILL BE MADE BY CODE CODE

26. NAME OF CONTRACTING OFFICER (Type or print)

Maria Televantos

27. UNITED STATES OF AMERICA 28. AWARD DATE

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

(Signature of Contracting Officer)

(REV. 9-97)

10. FOR INFORMATION CALL:

11. TABLE OF CONTENTS

STANDARD FORM 33

SOLICITATION, OFFER AND AWARD N/A

SOLICITATION

OFFER (Must be fully completed by Offeror)

AWARD (To be completed by Government)

72012120R00005 X

09/24/2020 REQ-121-20-000045

USAID/Ukraine/Regional Contract Office Department of State 5850 Kyiv Pl.

Washington D.C. 20521-5850

10:00 am (Kyiv LT) local tim e _____11/3______/2020____________

Ms. Elena Parinova A&A Specialist eparinova@usaid.gov

See Attached Table of Contents

X 3

X 9-10

X 11-25

X 26-27

X 28

X 29-39

X 40-42

X 43-66

X 67-78

X 79

X 80-93

X 94-114

X 115-117

USAID/Ukraine/Regional Contract Office Department of State 5850 Kyiv Pl.

Washington D.C. 20521-5850

USAID/Ukraine/Office of Financial Management Department of State 5850 Kyiv Pl.

Washington D.C. 20521-5850

Table of Contents

PART I - THE SCHEDULE 9

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS 9

B.1 PURPOSE 9

B.2 CONTRACT TYPE AND SERVICES 9

B.3 MINIMUM OBLIGATED AMOUNT 9

B.4 MAXIMUM CONTRACT CEILING 9

B.5 FIXED FEE CEILING (Cost-Plus- Fixed-Fee Task Orders Only) 9

B.6 INDIRECT COSTS AND ADVANCED UNDERSTANDING ON CEILINGS 10

SECTION C - STATEMENT OF WORK 11

C.1 PURPOSE 11

C.2 INTRODUCTION 11

C.3 BACKGROUND 11

C.4 GOAL 15

C.5 RELEVANCE TO USAID STRATEGY 15

C.6 IMPLEMENTATION AREAS 16

C.7 IMPLEMENTATION PRINCIPLES 18

C.8 EXPECTED RESULTS 20

C.9 GRANTS UNDER CONTRACT (GUCS) 20

C.10 GENDER CONSIDERATIONS 20

C.11 OTHER MANDATORY CONSIDERATIONS 22

C.12 MONITORING, EVALUATION AND LEARNING (MEL) 23

SECTION D - PACKAGING AND MARKING 26

D.1 AIDAR 752.7009 MARKING (JAN 1993) 26

D.2 BRANDING STRATEGY 26

D.3 BRANDING IMPLEMENTATION PLAN AND MARKING PLAN 26

SECTION E - INSPECTION AND ACCEPTANCE 28

E.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE 28

E.2 INSPECTION AND ACCEPTANCE 28

E.3 RESPONSIBLE OFFICIAL 28

SECTION F - DELIVERIES OR PERFORMANCE 29

F.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE 29

F.2 PERIOD OF PERFORMANCE 29

F.3 PLACE OF PERFORMANCE 29

F.4 PERFORMANCE MONITORING AND STANDARDS 29

F.5 REPORTS AND DELIVERABLES OR OUTPUTS 30

F.6 ORDERING PROCEDURES 33

F.7 KEY PERSONNEL 37

F.8 DISTRIBUTION OF CONTRACTOR-PRODUCED MATERIALS, PARTICIPATION IN

MEETINGS WITH STAKEHOLDERS AND PUBLIC EVENTS 38

F.9 AIDAR 752.7005 SUBMISSION REQUIREMENTS FOR DEVELOPMENT EXPERIENCE

DOCUMENTS (SEP 2013) 38

SECTION G - CONTRACT ADMINISTRATION DATA 40

G.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE 40

G.2 CONTRACTING OFFICER 40

G.3 IDIQ CONTRACTING OFFICER’S REPRESENTATIVE (COR) 40

G.4 CONTRACTOR’S PRIMARY POINT OF CONTACT 40

G.5 PAYING OFFICE 40

G.6 INVOICING INSTRUCTIONS 41

G.7 CONTRACTOR'S PAYMENT ADDRESS 41

G.8 TECHNICAL DIRECTION/RELATIONSHIP WITH USAID 41

SECTION H - SPECIAL CONTRACT REQUIREMENTS 43

H.1 NOTICE LISTING CONTRACT CLAUSES INCORPORATED BY REFERENCE 43

H.2 AIDAR 752.7007 PERSONNEL COMPENSATION (JUL 2007) 43

H.3 ADDITIONAL REQUIREMENTS FOR PERSONNEL COMPENSATION 43

H.4 AUTHORIZED GEOGRAPHIC CODE 44

H.5 AIDAR 752.225-70 SOURCE AND NATIONALITY REQUIREMENTS (FEB 2012) 44

H.6 AIDAR 752.7004 EMERGENCY LOCATOR INFORMATION (JUL 1997) 45

H.7 AAPD 17-01 “DEFENSE BASE ACT (DBA) INSURANCE FOR 2015-2020” 45

H.8 AIDAR 752.228-70 MEDICAL EVACUATION (MEDEVAC) SERVICES (JUL 2007) 47

H.9 AIDAR 752.7008 USE OF GOVERNMENT FACILITIES OR PERSONNEL (APR 1984)

H.10 LANGUAGE REQUIREMENTS 47

H.11 ENVIRONMENTAL COMPLIANCE 48

H.12 AUTHORIZED WORK WEEK 48

H.13 AIDAR 752.7034 ACKNOWLEDGMENT AND DISCLAIMER (DEC 1991) 48

H.14 AIDAR 752.231-71 SALARY SUPPLEMENTS FOR HOST GOVERNMENT

EMPLOYEES (OCT 1998) 49

H.15 FOREIGN GOVERNMENT DELEGATIONS TO INTERNATIONAL CONFERENCES

H.16 EXECUTIVE ORDER ON TERRORISM FINANCING 49

H.17 AIDAR 752.229-71 REPORTING OF FOREIGN TAXES (JULY 2007) 49

H.18 USAID DISABILITY POLICY - ACQUISITION (DEC 2004) 50

H.19 ORGANIZATIONAL CONFLICTS OF INTEREST: PRECLUSION FROM

IMPLEMENTATION CONTRACT (SEPTEMBER 2018) 51

H.20 ORGANIZATIONAL CONFLICTS OF INTEREST: PRECLUSION FROM

FURNISHING CERTAIN SERVICES AND RESTRICTION ON USE OF INFORMATION

(SEPTEMBER 2018) 51

H.21 CONFLICTS OF INTEREST 51

H.22 STANDARDS OF CONDUCT -- IMPROPER BUSINESS PRACTICES 53

H.23 AIDAR 752.7025 APPROVALS (APR 1984) 53

H.24 AIDAR 752.7032 INTERNATIONAL TRAVEL APPROVAL AND NOTIFICATION

REQUIREMENTS (APR 2014) 53

H.25 CONTRACTOR’S USE OF PROJECT VEHICLES AND LIABILITY INSURANCE

REQUIREMENTS FOR PRIVATELY OWNED VEHICLES 53

H.26 DISCLOSURE OF INFORMATION 54

H.27 AIDAR 752.245-71 TITLE TO AND CARE OF PROPERTY (APR 1984) 54

H.28 ELECTRONIC PAYMENTS SYSTEM 55

H.29 GRANTS UNDER CONTRACT (GUC) 55

H.30 AIDAR 752.231-72 CONFERENCE PLANNING AND REQUIRED APPROVAL (AUG

2013) [DEVIATION (APR 2020)] 56

H.31 LOGISTIC SUPPORT 58

H.32 ADS 302.3.5.21 SUBMISSION OF DATASETS TO THE DEVELOPMENT DATA

LIBRARY (DDL) (OCT 2014) 58

H.33 AAPD 16-02 RESTRICTIONS AGAINST DISCLOSURE (MAY 2016) 60

H.34 AAPD 16-02 MEDIA AND INFORMATION HANDLING AND PROTECTION (APRIL

2018) 60

H.35 AAPD 16-02 LIMITATION ON ACQUISITION OF INFORMATION TECHNOLOGY

(APR 2018) (DEVIATION NOs. M/OAA-DEV-FAR-20-3c and M/OAA-DEV-AIDAR-20-2c)

(APR 2020) 61

H.36 ADS 302.3.5.19 USAID-FINANCED THIRD-PARTY WEB SITES (NOV 2017) 62

H.37 CONSENT TO SUBCONTRACT 64

H.38 PROCUREMENT OF “COVERED MATERIAL” (AUG 2020) 64

H.39 AAPD 16-02 ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY

(APRIL 2018) 65

H.40 USAID IMPLEMENTATION OF SECTION 508 OF THE REHABILITATION ACT OF

1973 AND FEDERAL ACQUISITION CIRCULAR (FAC) 97-27 "ELECTRONIC AND

INFORMATION TECHNOLOGY ACCESSIBILITY” 66

PART II - CONTRACT CLAUSES 67

SECTION I - CONTRACT CLAUSES 67

I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) 67

I.2 FAR 52.204-1 APPROVAL OF CONTRACT (DEC 1989) 70

I.3 FAR 52.229-8 TAXES-FOREIGN COST-REIMBURSEMENT CONTRACTS (MAR 1990)

I.4 FAR 52.203-19 PROHIBITION ON CONTRACTING WITH ENTITIES THAT REQUIRE

CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS (JAN 2017) 70

I.5 FAR 52.216-18 ORDERING (OCT 1995) 70

I.6 FAR 52.216-19 ORDER LIMITATIONS (OCT 1995) 71

I.7 FAR 52.216-22 INDEFINTE QUANTITY (OCT 1995) 71

I.8 FAR 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT

(AUG 2020) 72

I.9 FAR 52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (JUN 2020) 74

I.10 AIDAR 752.7013 CONTRACTOR-MISSION RELATIONSHIPS (DEVIATION No.

M/OAA-DEV-AIDAR-18-04c (JUNE 2018) 74

I.11 FAR 52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE,

AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER

COVERED ENTITIES (JUL 2018) 75

I.12 AIDAR 752.222-71 NONDISCRIMINATION (JUN 2012) 76

I.13 AIDAR 752.7036 USAID IMPLEMENTING PARTNER NOTICES (IPN) PORTAL FOR

ACQUISITION (JUL 2014) 76

I.14 FAR 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) 77

PART III – LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS 79

SECTION J - LIST OF ATTACHMENTS 79

PART IV – REPRESENTATIONS AND INSTRUCTIONS 80

SECTION K - REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF

THE OFFEROR 80

K.1 NOTICE LISTING SOLICITATION PROVISIONS INCORPORATED BY REFERENCE 80

K.2 FAR 52.204-8 ANNUAL REPRESENTATIONS AND CERTIFICATIONS (MAR 2020)

[(Deviation September 2020)] 80

K.3 FAR 52.204-24 REPRESENTATION REGARDING CERTAIN

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT

(AUG 2020) 83

K.4 FAR 52.204-26 COVERED TELECOMMUNICATIONS EQUIPMENT OR SERVICES-

REPRESENTATION (DEC 2019) 85

K.5 FAR 52.209-5 CERTIFICATION REGARDING RESPONSIBILITY MATTERS 85

K.6 FAR 52.209-7 INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT

2018) 86

K.7 FAR 52.209-11 REPRESENTATION BY CORPORATIONS REGARDING

DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL

LAW (FEB 2016) 88

K.8 FAR 52.209-13 VIOLATION OF ARMS CONTROL TREATIES OR AGREEMENTS-

CERTIFICATION (JUL 2020) 88

K.9 FAR 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999) 89

K.10 FAR 52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984) 90

K.11 FAR 52.225-2 BUY AMERICAN CERTIFICATE (MAY 2014) 90

K.12 FAR 52.230-1 COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION

(JUN 2020) 90

K.13 FAR 52.230-7 PROPOSAL DISCLOSURE – COST ACCOUNTING PRACTICE

CHANGES (APR 2005) 92

K.14 INSURANCE - IMMUNITY FROM TORT LIABILITY 92

K.15 AGREEMENT ON, OR EXCEPTIONS TO, TERMS AND CONDITIONS 92

K.16 SIGNATURE 93

SECTION L – INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS OR

RESPONDENTS 94

L.1 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE 94

L.2 FAR 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE 94

L.3 FAR 52.215-1 INSTRUCTIONS TO OFFERORS - COMPETITIVE ACQUISITION (JAN

2017) 94

L.4 FAR 52.233-2 SERVICE OF PROTEST (SEP 2006) 97

L.5 GOVERNMENT OBLIGATION 97

L.6 GENERAL INSTRUCTIONS 98

L.7 DELIVERY INSTRUCTIONS 99

L.8 INSTRUCTIONS FOR THE PREPARATION OF THE TECHNICAL PROPOSAL 99

L.9 INSTRUCTIONS FOR THE PREPARATION OF THE COST/BUSINESS PROPOSAL 104

L.10 WAIVERS UNDER FAR Part 4.2101 PROHIBITION ON COVERED

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES AND EQUIPMENT

SECTION M - EVALUATION FACTORS FOR AWARD 115

M.1 GENERAL INFORMATION 115

M.2 TECHNICAL EVALUATION CRITERIA 115

M.3 COST/PRICE EVALUATION 116

M.4 COMPETITIVE RANGE DETERMINATION 117

M.5 SOURCE SELECTION 117

M.6 CONTRACTING WITH SMALL BUSINESS CONCERNS 117

M.7 CONTRACTING WITH U.S. SMALL BUSINESS CONCERNS IN THE MENTOR-

PROTÉGÉ PROGRAM 117

M.8 AWARD 117

ATTACHMENT J.1 - TASK ORDER 1 118

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS 118

SECTION C - STATEMENT OF WORK 120

SECTION D - PACKAGING AND MARKING 126

SECTION E - INSPECTION AND ACCEPTANCE 127

SECTION F - DELIVERIES OR PERFORMANCE 128

SECTION G - TASK ORDER ADMINISTRATION DATA 137

SECTION H - SPECIAL TASK ORDER REQUIREMENTS 139

SECTION I – CONTRACT CLAUSES 140

ATTACHMENT J.2 - PAST PERFORMANCE MATRIX 141

ATTACHMENT J.3 - USAID BRANDING AND MARKING 142

ATTACHMENT J.4 - ENVIRONMENTAL COMPLIANCE 143

ATTACHMENT J.5 - OECD GUIDELINES ON CORPORATE GOVERNANCE OF STATE-

OWNED ENTERPRISES, 2015 EDITION 144

ATTACHMENT J.6 - SMALL BUSINESS SUBCONTRACTING PLAN TEMPLATE 145

PART I - THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICE/COSTS

B.1 PURPOSE

The purpose of this contract is to provide services that fall within the Statement of Work (SOW) specified in Section C for the State-Owned Enterprises (SOE) Reform Activity in Ukraine.

USAID Task Order Contracting Officers (TOCOs) will request the work through the issuance of task orders during the ordering period as specified in Section F of the contract.

B.2 CONTRACT TYPE AND SERVICES

This is an Indefinite Delivery/Indefinite Quantity (IDIQ) type contract issued for the services specified in Section C. The Government will issue task orders that are Cost-Plus-Fixed-Fee (CPFF) (term or completion) or any Firm Fixed-Priced type. The Government may elect to use Performance-Based Acquisition (PBA) methods for issuing task orders.

B.3 MINIMUM OBLIGATED AMOUNT

As required by FAR 16.504(a)(1), the minimum amount of services to be ordered under this IDIQ is $100,000. USAID shall be required to order, and the Contractor shall be required to furnish, the minimum amount of services. Following this initial obligation, individual task orders will obligate funds to cover the work required under that task order.

B.4 MAXIMUM CONTRACT CEILING

This is a single award Indefinite Quantity Contract (IDIQ) with an overall ceiling price of $39,000,000.

The maximum aggregate dollar value of task orders awarded to all contractors must not exceed the contract ceiling.

B.5 FIXED FEE CEILING (Cost-Plus- Fixed-Fee Task Orders Only)

NOTE: The ceiling on fixed fee does not apply to Fixed-Priced Task Orders.

(a) For each cost-reimbursement task order issued under this IDIQ, the TOCO and Contractor agree to negotiate a set dollar amount for fixed fee. In negotiating the fixed dollar amount for fee, the TOCO must consider the policies and factors for establishing fee in FAR 15.404-4 as well as any applicable USAID policy on establishing a fixed fee amount. In no event, however, may the amount of fixed fee in any individual task order exceed _____ [TBD] of the task order’s estimated cost, excluding fee.

The fixed fee ceiling applies to the prime contract and all cost reimbursement subcontracts. This fee must not be applied in addition to sub-grant cost fees (if applicable) which has a separate ceiling established below.

(b) The Total Estimated Cost -Plus- Fixed- Fee for each Task Order must be negotiated in accordance with the terms of this contract.

(c) Fixed Fee Payment. For any Task Order issued under this Contract, at the time of each payment of allowable costs to the contractor, the USAID paying office ordinarily pays the contractor a percentage of fixed fees that directly corresponds to the percentage of allowable costs being paid. Two exceptions to paying fixed fee in this manner apply:

(1) If the TOCO determines that this method results in paying a disproportionately higher ratio of fixed fee than the percentage of work that the contractor has completed, then the TOCO may suspend further payment of any fixed fee until the contractor has made sufficient progress to justify further payment, up to the agreed percentage.

(2) Because the clauses entitled "Allowable Cost and Payment" (FAR 52.216-7) and "Fixed Fee" (FAR 52.216-8) are incorporated into this Contract, the terms and conditions of these clauses apply after total payments of fixed fee reach eighty-five percent (85%) of the total fixed fee.

(d) Fees must not be applied to Grants under Contracts (“GUCs”).

B.6 INDIRECT COSTS AND ADVANCED UNDERSTANDING ON CEILINGS

[Ceilings are not applicable to Small Business Offerors or local organizations serving as the prime or a subcontractor. Indirect rates are only applicable to cost reimbursement task orders.]

Pending establishment of revised provisional or final indirect cost rates, allowable indirect costs must be reimbursed on the basis of the following negotiated provisional or predetermined rates and the appropriate bases for prime contractors. and their major subcontractors (“major subcontractors” are those subcontractors expected to perform at least 20% or a prominent part of the technical effort):

Offeror Fringe Rate

Overhead Rate %

Overhead Ceiling Rate %

G&A Rate %

G&A Ceiling Rate %

PRIME (Insert Name) Base of Application Source: (insert) Period: (insert)

SUBCONTRACTOR(S)

Name (s)) Base of Application Source: (insert) Period: (insert)

NOTE: Insert additional indirect rates as needed for all primes and major subcontractors in the above table.

*Special Note: The un-shaded columns in the indirect cost table are the current approved indirect cost rates for the prime and major subcontractor(s).

The Contractor will make no change in its established method of classifying or allocating indirect costs that impacts this contract without the prior written approval of the Contracting Officer.

Reimbursement for indirect costs must be at final negotiated rates, but not in excess of ceiling rates specified above. The Government must not be obligated to pay any additional amount associated with indirect costs above the ceiling rates established in the contract. This advance understanding must not change any monetary ceiling, cost limitation, or obligation established in the contract.

NOTE: Indirect rates are only applicable to cost reimbursement task orders. For Fixed-priced Task Orders, the overhead ceilings serve as a basis for negotiation only.

NOTE: Contractors are allowed to recoup indirect costs (OH, G&A, etc.) as other direct costs if it is part of the contractor’s usual accounting procedures, consistent with FAR Part 31 and the contactor’s NICRA.

END OF SECTION B

SECTION C - STATEMENT OF WORK

State-Owned Enterprises (SOE) Reform Activity in Ukraine

C.1 PURPOSE

The purpose of this Indefinite-Delivery, Indefinite-Quantity contract is to deliver services for SOE sector reform in Ukraine.

C.2 INTRODUCTION

Successful reform of SOEs will boost Ukraine’s economic growth, create new employment opportunities and significantly improve Ukraine’s position in the world’s competitiveness ranking.

SOEs play a critical role in Ukraine’s ability to meet its various reform objectives, and reforming them is a key aspect of achieving USAID/Ukraine’s Development Objective (DO) of reducing the economic impact of corruption. Well-administered and effective SOEs can bring significant economic benefits to the country and build faith in the country’s reform trajectory.1

Historically, SOEs account for a significant share of economic activity. Not surprisingly, SOEs are concentrated in natural monopoly sectors, but they are present to varying degrees in other sectors as well, such as mining and quarrying, agriculture, manufacturing, and services. They bear responsibility for providing a range of public services, particularly in strategic industrial sectors such as energy, water supply, waste management, communications, and defense, among others. At the same time, many SOEs are known to be corrupt, benefiting the connected few rather than citizens at large. SOEs systematically underperform relative to their private sector counterparts. Poorly performing SOEs hold back economic growth and diminish the trust of Ukrainians in the country’s institutions. Finally, economies with a larger SOE footprint tend to have a lower public capital stock and a lower quality of infrastructure even after controlling for income levels.2

Through this activity, the Contractor must support the reform and appropriate divestiture of selected Ukrainian state-owned assets, help Ukraine harness the potential of SOEs to improve the transparency and accountability of SOE management to reduce corruption, boost SOE efficiency up to the level of their private counterparts, support sustainable and inclusive economic growth, and build confidence in Ukraine’s plan for closer collaboration with Europe.

C.3 BACKGROUND

Ukraine’s SOEs stand out among Ukraine’s state institutions as critical to reform in order to reduce corruption and increase economic development. SOEs are the largest employer in Ukraine, provide critical public services to citizens, and represent a substantial share of the national economy.

However, Ukraine’s SOEs are inefficient and compromised by mismanagement, corruption, poor governance, weak regulations, and poor economic performance.

Overview Ukraine’s SOEs are numerous, vary in size from enormous and small, and span across all sectors of the economy. Many SOEs exist only on paper but still require administrative resources. Currently, Ukraine has approximately 3,733 SOEs, 585 of which are located in the occupied zones of eastern Ukraine and Crimea, and 1261 are in the stage of liquidation. The total assets of the 100 largest SOEs

1 Between 2014 and this year, for example, Naftogaz has moved from being a net drain on the state budget to providing a significant share of the public revenue.

2https://www.imf.org/en/Publications/Departmental-Papers-Policy-Papers/Issues/2019/06/17/Reassessing-the- Role-of-State-Owned-Enterprises-in-Central-Eastern-and-Southeastern-Europe-46859 make up about 93.3% of the total value of all SOEs operating in Ukraine amounting to over UAH 1,410 billion ($55 billion)3 as of 2018.

Despite the size of Ukraine’s SOEs and their influence on the national economy, there is still not a full and comprehensive picture of SOEs due to a lack of data and an unclear management structure.

Government ownership is decentralized with over 85 government ministries and agencies exercising ownership with portfolios of varying size and importance. The exact size and sectoral distribution of the portfolio is unknown due to a lack of systematic organized data collection and reporting by ownership entities.4

SOEs in Ukraine are closely associated with corruption and related irregular practices stemming from an ineffective legislative and regulatory framework, which in its current state encourages political interference and domination of vested interests, lack of oversight and supervision, and a legacy of underperformance. Among others, the main areas of concern include blurred lines between ownership and regulation; corporatization; improper and non-competitive practices in the selection of key management positions; financial, personal and political vested interests of key management personnel; opaque remuneration systems for senior personnel; corrupt procurement practices;

ineffective control and accountability and integrity.

Reform Efforts In the past four years, the Government of Ukraine (GOU) has taken important steps towards SOE reform as a result of significant pressure from the international community and strong public demand for eliminating corruption and stimulating economic growth. The “National Strategy 2020” approved by the GOU in 2016 stipulated state property management reform as a priority. In July 2017, the Cabinet of Ministers of Ukraine approved the Ministry of Economic Development and Trade’s (MEDT) proposal to “triage” SOEs—separating those that should remain under public ownership (378 enterprises), those that should be transferred to municipal ownership (360), and those that should be divested through privatization (around 900), liquidation (over 1200) or other mechanisms. The document was ratified by the Cabinet of Ministers, and a list of over 3,243 SOEs distributed into these three groups was published on the MEDT website.

The Parliament of Ukraine adopted a new privatization law in January 2018 that simplified the procedure for privatization, and launched the “Prozorro.Sale” platform to allow for easy, fast, and transparent sales and leases of state-owned property through online auctions. This allowed the GOU to launch and achieve significant progress in small-scale privatization. Between August 2018, when the first auctions started, and January 2019, 423 small SOE assets (below $9 million) were successfully sold at auctions and 1,300 small SOEs were included in the sale’s register. At the same time, the so-called “large-scale privatization” of “strategic SOEs” has stalled due to lawsuits, unresolved SOE debt issues, insufficient preparation of sales, vested interests and corruption, and political and economic risks.

The GOU has continued to improve governance of SOEs by utilizing G20 and Organization for Economic Cooperation and Development (OECD) guidelines on corporate governance of SOEs5. As part of the OECD’s corporate governance requirements, the GOU’s Cabinet of Ministers issued decree 777 and formed a nomination committee for selecting supervisory boards with majority independent and minority state-appointed members. The Cabinet of Ministers retains an oversight role

3 Government of Ukraine Ministry of Economics (2018). “Top 100 state-owned companies earned profit in the amount of UAH 25.3 billion in 2018”. Retrieved August 1 2019 from:

http://www.me.gov.ua/News/Detail?lang=uk-UA&id=5b766e9d-5da7-411a-9037- 7085c5da1bca&title=Top100-DerzhavnikhPidprimstvU2018-RotsiOtrimaliZagalniiPributokV25-3-MlrdGrn 4 OECD (2019), State-Owned Enterprise Reform in the Hydrocarbons Sector in Ukraine. Retrieved July 24 2019 from:http://www.oecd.org/corporate/SOE-Reform-in-the-Hydrocarbons-Sector-in-Ukraine-ENG.pdf 5 http://www.oecd.org/corporate/principles-corporate-governance/ http://www.me.gov.ua/News/Detail?lang=uk-UA&id=5b766e9d-5da7-411a-9037-7085c5da1bca&title=Top100-DerzhavnikhPidprimstvU2018-RotsiOtrimaliZagalniiPributokV25-3-MlrdGrn http://www.me.gov.ua/News/Detail?lang=uk-UA&id=5b766e9d-5da7-411a-9037-7085c5da1bca&title=Top100-DerzhavnikhPidprimstvU2018-RotsiOtrimaliZagalniiPributokV25-3-MlrdGrn http://www.oecd.org/corporate/SOE-Reform-in-the-Hydrocarbons-Sector-in-Ukraine-ENG.pdf http://www.oecd.org/corporate/principles-corporate-governance/ over these supervisory boards, whose key tasks are to establish strategies according to state policies, appoint key executives and boards, set priorities, ensure transparency and quality, unwind conflicts of interest, define governance procedures, identify proper Key Performance Indicators (KPIs), and, ultimately, pay dividends to the government. Following the appointment of new majority-independent supervisory boards at the state gas company Naftogaz, the railway company Ukrzaliznytsia, and electricity company Ukrenergo, the GOU proceeded with the selection of independent supervisory boards for some of the other large SOEs, including Boryspil Airport, Ukrposhta, and three state-owned banks.

The current Zelensky administration seems genuinely interested in furthering the SOE reform agenda and privatization. They have not only made a noteworthy commitment to effective and transparent governance, but also have been making concrete steps to implement it. Both MEDTA and the State Property Fund of Ukraine (SPFU) have been receptive to USAID assistance and advice and made progress in streamlining the privatization process, improving related legislation, and otherwise furthering the reform process. Despite the recent change of the Prime Minister and a number of line ministers, USAID has been assured that SOE reform priorities and commitments will not change.

In the recent IMF Stand-by Arrangement for Ukraine approved by the IMF board on June 9, 2020, the GOU confirmed its commitments to SOE reform and privatization focusing on improving corporate governance and significantly downsizing the state-owned enterprise sector.

Specifically, the GOU promised to launch tenders for the sale of at least two large SOEs by end- December 2020, market conditions permitting, and at least three more large SOEs by end-June 2021, including companies from the following list: the Odesa Portside Plant, United Ore and Mining Company, CentreEnergo, Elekrovazhmash, Krasnolymanska mine, and the President Hotel. The GOU is also to continue the sale of small companies and assets and leasing of state property through open, competitive and transparent two-tier electronic auctions (ProZorro.Sale).

In addition, the GOU committed to continuing reforms of SOE governance by safeguarding the progress made in strengthening corporate governance, including by maintaining majority-independent supervisory boards, and further strengthening SOE corporate governance by:

● Revising the corporate governance framework for SOEs to bring it in line with OECD Guidelines on Corporate Governance of State-Owned Enterprises;

● Adopting the draft SOE corporate governance law to broaden the powers of supervisory boards to appoint CEOs and approve financial plans;

● Adopting an overarching state ownership policy; and

● Adopting a new corporate charter for Naftogaz (structural benchmark, by end-September, 2020), in line with the OECD’s recommendations on corporate governance, and applicable legislation, including the current law “On Joint Stock Companies”.

At the same time, some risk remains that vested interests may prevail in the current, or subsequent administrations, and instead of moving forward with real reforms and ending corrupt and underperforming SOEs, they may simply change the list of connected parties who benefit from the status quo. Therefore, the role of international finance institutions (IFI), donor organizations and local civil society watch-dog organizations must significantly increase to ensure the GOU is held to its commitments.

USAID’s Previous and Current Assistance to Privatization and SOE Reform USAID provided assistance to help reform SOEs and advance privatization during 2015–2016 under USAID’s Financing Growth Blanket Purchase Agreement (BPA) with a goal to prepare Ukrainian energy sector SOEs for privatization. In addition, in 2016–2017 under USAID’s Support for Privatization, Improved Governance, and Increased Transparency (SPIGOT) program, USAID assistance helped develop a Ukraine privatization roadmap to accelerate SOE privatization and governance reforms.

The main objectives of previous USAID assistance were to:

● Assist the GOU on the privatization of six regulated power distribution companies (oblenergos) and Centrenergo;

● Design and recommend improvements in privatization governance and management processes; and

● Develop new technical and institutional capacities on international best practices on privatization within the key GOU institutions and offices.

USAID implemented these activities at the request of, and in collaboration with, the GOU and was a regular participant of the Privatization Working Group (PWG) established by the GOU and composed of GOU and international counterparts. Soon after SPIGOT commenced in early 2017, it became clear that the GOU was reluctant to translate its verbal commitments on privatization and SOE reform into practical actions. USAID undertook all possible efforts to reach out to the GOU to follow-through on their prior commitments. Despite these efforts, the GOU failed to demonstrate any progress toward meeting a number of important conditions for USAID support. As a result, USAID made a decision to end SPIGOT prematurely during the summer of 2017.

Despite the limited progress, SPIGOT added value to the GOU’s overall privatization management process and enhanced technical and institutional capacities within the key privatization-affiliated institutions. In addition, this work resulted in specific legislative recommendations which were later incorporated into amendments to the privatization law passed by the parliament after SPIGOT ended.

Some other deliverables (e.g., the Privatization Road Map) provided important insights that are now relevant and can be built upon under the SOE Reform Activity.

Lessons learned from SPIGOT implementation and its premature termination helped USAID define the critical assumptions important for the success of its future activities in the area of privatization and SOE reform, and which underlie the design of the SOE Activity. The main and most critical assumption is that the GOU should demonstrate a sufficient level of commitment and political will to implement staged reforms in the SOE sector in a consistent, coordinated and decisive way over an extended period of time. A related important assumption is that the GOU should not only express verbal commitments to reform but should also follow through on these commitments by completing concrete actions. The third critical assumption relates to USAID’s ability to ensure sufficient flexibility and broad coverage in its SOE Activity such that it is able to act in an agile and proactive way, and to quickly shift focus when needed in this complex operating environment.

With the election of the new president, parliament, and subsequent appointment of a reform-oriented Cabinet of Ministers, USAID has resumed its assistance to further privatization and SOE reform. As of April 2020, USAID assistance to the SPFU and MEDT for SOE Reform and Privatization included:

● Virtual data room: support to SPFU to create a virtual data room for privatization.

● Process mapping: support to SPFU to develop protocols and streamline the process for small-scale privatizations, including actual privatization of several assets.

● Hotel Dnipro: support to SPFU to produce investor due diligence materials (legal audit, feasibility studies, and technical construction audit) for privatization of Hotel Dnipro.

● Property valuation: support to SPFU to develop and implement a public service for an official electronic property valuation for privately-owned real estate, including automatic generation of appraisal e-certificates. To be implemented in collaboration with technical assistance from the World Bank.

● Advisors: support to both SPFU and MEDT with local advisors (six months, extension possible). SPFU -- Privatization Project Lead, Privatization Business Analyst, and

Privatization IT Advisor; MEDT -- Chief Corporate Governance and Privatization Advisor, Public Relations Advisor, and Privatization Project Manager.

● Energy Sector SOEs: USAID’s Energy Security Project and SPFU agreed to cooperate to facilitate privatization of energy sector SOEs, including several CHPs and Oblenergos (regional distribution energy companies) and, potentially, Centerenergo.

● Strategic Communications Assistance: On December 5, 2019, USAID helped SPFU and the Ministry of Economy hold the very first GOU privatization roundtable for IFIs and Donors.

Challenges

Despite some positive steps taken by Ukraine’s government, many challenges remain. These include:

● Deeply entrenched vested interests that inhibit all reform efforts will require political will from the very top to reduce their influence.

● The lack of comprehensive and accurate information on the size and complexity of the GOU

SOE portfolio; there is no state agency in Ukraine that holds up-to-date data on the number of SOEs, particularly those belonging to entities at the municipal level, or their financial standing.

● The absence of an effective and accountable ownership model, with strategic, analytical and decision-making capacity. Instead, there are over 85 different government bodies that have ownership or administrative rights over Ukraine’s SOEs.

● Absent or unclear divestiture guidelines; there are no clear criteria for creating or disbanding SOEs, nor are there specific, standardized and enforceable requirements for the reporting of SOE financial results.

● Inadequate and under-enforced governance policies; current corporate governance standards guiding SOE operations and oversight do not provide for independence, transparency and integrity in the management of SOEs, which makes them vulnerable to political interference and corruption.

● Lack of technical capacity in the sector; most SOEs are poorly managed and lack operational capacity to perform effectively, to be competitive and efficient in a market environment, or to attract international investors.

● On-going court proceedings on debts to banks of the privatized enterprises.

● Poor property right protection, selective law enforcement and a weak judicial system restrict privatization. Property in Ukraine is only conditionally protected. People who have built a system in which they can under no circumstances be held accountable have secured Ukraine 109th place out of 129 countries according to the international property rights index.

● Delays and/or obstacles to the SOE reform process; key aspects of the government’s SOE reform agenda have been significantly delayed. For example, the new law on privatization has not been broadly implemented, and has encountered resistance. Key milestones in the government’s SOE process have not been achieved and the overall privatization effort has been stalled.

C.4 GOAL

To reform the SOE sector in Ukraine by increasing the effectiveness, transparency, accountability and governance of SOEs; enhancing government oversight; advancing privatization generally and privatization of selected SOEs in particular; and developing a strategic management model for the SOEs remaining in state ownership. An effective and accountable SOE sector with an optimized share of state ownership will reduce opportunities for corruption, increase private sector participation, and stimulate broad-based economic growth.

For the purposes of this activity and as directed by USAID, in addition to SOEs, the activity’s scope may include other public assets, such as land, infrastructure, real estate, natural resources, and assets/companies owned by regional/municipal governments.

C.5 RELEVANCE TO USAID STRATEGY

6 USAID Ukraine’s CDCS 2019-2024 is available at https://www.usaid.gov/ukraine/cdcs

This activity will contribute to USAID’s DO 1, “Corruption reduced in target sectors,” the cross-cutting anti-corruption objective in USAID/Ukraine’s Country Development Cooperation Strategy (CDCS),6 and advance USG national security priorities by creating better opportunities for U.S.

exporters, service providers, and investors.

By improving SOE governance, and by expanding opportunities for private ownership and/or management of appropriate SOEs, USAID aims to support inclusive, sustainable, resilient, and market-driven economic growth, expand opportunities for investment, improve prospects for Euro-integration, and further Ukraine’s path towards self-reliance.

C.6 IMPLEMENTATION AREAS

The Contractor must address the issues of the SOE sector through tailored and responsive interventions in the following implementation areas:

1) Data collection, analysis and communication:

Data related to Ukraine’s SOE sector, in particular regarding ownership, asset structure, revenues and expenditures, management and procurement, is incomplete, fragmented, and sometimes contradictory.

Comprehensive data collection and analysis is needed in order to establish a shared, clear picture of Ukraine's SOE landscape, and to inform ongoing reform efforts. In partnership with civil society, the private sector and international experts, the Contractor must provide assistance to the GOU to develop a sustainable state ownership policy that details the direction of the reform strategy for SOEs and prioritizes SOE candidates for divestiture. This may include performing a full inventory of SOEs, assisting with asset valuation for targeted SOEs, summarizing existing legislation surrounding the management of SOEs, supporting the emergence of a national consensus on reform priorities, and helping the GOU communicate the importance and potential impact of reform. It will also be necessary to clearly map out the state and municipal institutions that play a role in SOE management, oversight and ownership, and provide transparency concerning private and public stakeholders which maintain vested interests and/or economic or political influence over the SOE sector, and as a result could enable or hinder reform.

It will also be useful to analyze present options and transition approaches for the reform and development of Ukraine’s SOE sector in light of international experience, including other countries in the region, as they reformed their state-owned sectors, and integrated private ownership into sectors formerly dominated by SOEs.

In order for the reform agenda to succeed, a broad and strategic communication strategy will be required in order to: 1) demonstrate GOU commitment to transparency and the reform process; 2) keep the general public aware of, engaged in, and supportive of the reform process; and 3) inform market players and prospective investors of the potential opportunities that this reform would bring.

Consistent and comprehensive communication on the progress of SOE reform will enhance public trust and keep stakeholders accountable to the public and government oversight.

2) Improve the policy, legal and regulatory environment:

Ukrainian legislation pertaining to the ownership and management of state-owned assets, including real estate, is fragmented and complex. It lacks clear guidance related to the creation or divestiture of state assets, and allows for conflicting ownership, regulation and administration roles by the same government institutions. It also allows for overlapping and at times contradictory management procedures and reform priorities.

https://www.usaid.gov/ukraine/cdcs

● empower and ensure the independence of SOE supervisory boards and diminish opportunities for political meddling in SOE management;

● separate appropriately the owner, manager, and regulatory roles of the government with regard to SOE operations;

● promote competition (for example, allowing for free market entry into the sector by new local or foreign firms, unless natural-monopoly considerations apply) and transparency in the sectors in which SOEs operate;

● enumerate SOE ownership principles within the context of the GOU national economic policy framework, and provide a rationale for prioritizing opportunities for SOE reform;

● clarify SOE ownership and management responsibilities and work towards defining and implementing an appropriate system of checks and balances across government institutions, including building capacity of related regulatory authorities; and,

● stimulate access to finance and investment in the SOE sector and develop reliable means to determine the true market value of state-owned assets.

3) Corporate governance, management and oversight:

The Contractor must provide assistance to appropriate stakeholders to improve corporate practices in SOEs that either will remain under public ownership or are candidates for divestiture. Specifically, the Contractor must provide technical assistance to ensure that Ukrainian SOEs transition to capable and empowered professional management held to rigorous performance benchmarks, independent from political interference, and regulated by appropriate and transparent oversight.10 The Contractor must also facilitate establishing effective corporate governance arrangements through improved performance management frameworks, making SOEs accountable for poor performance, and reinforcing financial and fiscal discipline.

Illustrative interventions may include, but are not limited to the following:

● Establishing transparent HR systems and universal, transparent, merit-based procedures for the selection of management and supervisory board members for SOEs, and assistance to selected enterprises or government institutions in carrying out those procedures;

● Helping select independent boards of directors to oversee public sector entities and improving transparency and reporting to the parliament and general public;

● Developing appropriate forms of corporate ownership for SOEs, and assisting the transition to more transparent and efficient ownership structures;

● Helping develop and enforce policies, protocols, confidential incident reporting systems to isolate SOE management and supervisory boards from political influence, and reducing negative impacts from conflicts of interest;

● Conducting analysis to demonstrate the potential benefits of commercial operations and improvements in salaries for employees; and,

● Providing technical assistance on corporate management programs and on social and environmental areas, as many SOEs do not have corporate policies that require them to do analysis for the environment and populations.

7 OECD: Ownership and Governance of State-Owned Enterprises A Compendium of National Practices, 8 IMF: Ukraine Technical Assistance Report—Reforming Management and Oversight of State Assets 9 OECD Guidelines on Corporate Governance of State-Owned Enterprises 10 IMF (2016) Ukraine: Technical Assistance Report - Reforming Management and Oversight of State Assets, https://www.imf.org/en/Publications/CR/Issues/2016/12/31/Ukraine-Technical-Assistance-Report- Reforming-Management-and-Oversight-of-State-Assets-43663

The Contractor must assess the existing SOE policy, legal, and regulatory environment and propose revisions that would result in a harmonized and pro-reform system of policies, legislation, and regulations compliant with best international practices7, IMF recommendations8, and OECD guidelines9, which would:

http://www.oecd.org/corporate/Ownership-and-Governance-of-State-Owned-Enterprises-A-Compendium-of-National-Practices.pdf https://www.imf.org/external/pubs/ft/scr/2016/cr1631.pdf https://www.oecd.org/corporate/guidelines-corporate-governance-soes.htm

The Contractor must identify specific enterprises with…