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International Monetary Fund Request For Proposal No: 853

Cover Letter

IMF Staff Career Counselor

1. INTRODUCTION

1.1 About the International Monetary Fund (IMF)

Information about the IMF, its history, organization, and mission is available on its public website, www.imf.org.

1.2 RFP Objectives and Scope

The International Monetary Fund (IMF), an international financial institution, is seeking proposals from selected qualified firms or individual providers with the relevant experience to provide services in support of career counseling services to IMF staff.

Further details of requirements are in Attachment A: Statement of Work.

The goal of this Request for Proposal (RFP) is to ensure best value and lowest Total Cost of Ownership (TCO) for the IMF. Best value is the optimal combination of cost, service quality, and technical capability required to meet the IMF’s needs, and

1.3 IMF Contact

David Tesarcik; Procurement Officer; Tel: 202-623-9503

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All questions related to this RFP and the proposal shall be sent via email (no phone calls please) to procurement@imf.org

The email subject line should read: “IMF - RFP No 853” + < Bidder Name > + < questions / proposal / etc. >.

Please note the deadlines for questions and proposal submission below.

2. PROCUREMENT SCHEDULE AND INSTRUCTIONS

Activity Date and Time Issuance of RFP Package July 23, 2013 Bidder’s Questions Due August 2, 2013 IMF’s Response to Questions Due August 6, 2013

Proposals Due 10:00 AM EST, August 12, 2013 Expected Contract Award August/September 2013

THE IMF RESERVES THE RIGHT TO REJECT LATE PROPOSALS.

3. ORGANIZATION OF PROPOSAL

Proposals should be concise and contain the sections described in the Attachment A and below instructions. Proposals that fail to adhere to or comply with the following format may be excluded from the evaluation process.

3.1 Cover Letter

The cover letter must explicitly indicate if the bidder does, or does not accept the applicable IMF’s standard terms and conditions as per Attachment B (please note that Attachment B includes 2 documents. Terms and Conditions for Firms and Terms and Conditions for Individual Providers). In the event that the bidder does not accept or wishes to discuss alternative terms and conditions, the bidder must explicitly indicate which items are not accepted and propose specific alternative language as appropriate (redline). The IMF reserves the right to decline without further comment any proposal which does not accept the IMF’s immunities and dispute resolution language.

3.2 Organization of Technical Proposal

The proposal should be structured in the format described in the Attachment A.

The bidder should provide detailed explanation on how it intends to perform the services covered by this RFP, giving sufficient information to demonstrate its understanding of the requirements and its capability to successfully complete the task.

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For detailed description of information to be provided in response to the Statement of Work please refer to the Attachment A.

3.3 Pricing Proposal

The bidder will provide a separate document with the financial proposal. All proposed pricing information to complete the work effort should be included. Pricing information should NOT appear in any other section of the proposal. For further information and instructions please refer to the SOW.

Role Relevant Experience (no. of years): Hourly Rate USD

Bidder should confirm that all work will be billed by hour.

The IMF will not be responsible for any costs incurred by bidders in the preparation of their submissions.

3.4 Response to the Supplier Questionnaire

The bidder shall submit a completed Supplier Questionnaire using Attachment C to this RFP. Bidders must answer all (applicable) questions.

The response to Attachment D Supplier Questionnaire must be submitted as a read-only Word document.

4. PROPOSAL VALIDITY AND REPRESENTATIONS

Any proposal shall be irrevocable after the final submission time and shall remain valid for a period of one hundred twenty (120) days from the proposal due date.

By making a proposal, the bidder represents to the IMF as follows:

(i) That it has read and understood all RFP documents, and that RFP documents are acceptable to it; and

(ii) That its proposal is based upon the services requested and upon the terms and conditions set forth in the RFP documents.

5. PROPOSAL EVALUATION AND AWARD

5.1 Evaluation Criteria

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Proposals will be evaluated based on a combination of technical and financial criteria (not in order of importance).

5.3 Contract Award

The IMF reserves the right to conduct follow-on negotiation discussions or request for best and final offers (BAFO) from short-listed bidders after reviewing the proposals. The IMF reserves the right to make no award, to make a partial award, to make a single award, to make multiple awards, to award in the aggregate, to award by line-item or to use any combination thereof for any reason that is, in its opinion, in the best interest of the IMF.

The term of the contract with the selected vendor to provide the services will be 3 years with 2 possible extensions for one year each.

6. CONFIDENTIALITY

The information provided by the IMF in, or in connection with, this Request for Proposal is for the sole purpose of this solicitation and is to be considered strictly confidential. Any information learned by bidder in connection with this solicitation shall not be revealed by it or used for any purpose other than the preparation of its proposal.

7. SCHEDULE OF ATTACHMENTS

Attachment A: Statement of Work (page 5) Attachment B1: IMF’s Standard Terms and Conditions for Individual Providers (page 8) Attachment B2: IMF’s Standard Terms and Conditions for Consulting Firms (page 16)

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Attachment A: Statement of Work

STATEMENT OF WORK—IMF STAFF CAREER COUNSELOR (WASHINGTON

METROPOLITAN AREA)

Individual provider or firm (‘consultant’) shall, in accordance with the following tasks description, provide career counseling services, to IMF staff, long-term contractual staff and potential new hires. Minimum consultant/contractor personnel requirements

- Advanced graduate degree in Counseling Psychology, Adult and Career Development, Organizational Development, or a related field

- 7-10 years experience as a Career Consultant/Counselor in private sector or international organization

- Excellent communication skills, including writing and presentation skills for diverse multicultural audiences

- MS Office skills - Demonstrated sensitivity to cross-cultural issues - Consultant shall reside in the Washington DC metropolitan area

As a part-time consultant provide one-on-one confidential career counseling to staff at all levels. Qualified to administer and interpret career assessment inventories-Strong Interest Inventory, MBTI, FiroB, etc. Knowledge of HR issues in a multi-cultural environment. Skilled in counseling staff who need Career Planning skills, Decision Making skills, Job Search Process skills, and Communication skills. Able to deliver Career Development/Management Presentations to all levels of staff. Excellent communication, presentation, writing, and organizational skills. Ability to gather data to analyze Career Counseling Program effectiveness. Fluency in social media platforms. Other Requirements

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Consultant shall be on site at the IMF offices three days per week, normally on Tuesday, Wednesday and Thursday. Anticipated absences from the IMF offices for personal or business reasons should be communicated in advance to the HRD manager. Consultant shall reside in the Washington DC metropolitan area. In the event of a reduction in the normal schedule due to the Contractor’s absence for personal reasons, official business such as conference or site visits, lack of client demand, Fund closures or other reasons, the hours not worked in the normal weekly schedule may be reallocated to other times during the contract period when client demand would require the availability of the Contractor’s services. The reallocation of time is not permitted for the sole purpose of making up hours missed. As an additional expense, for budget planning purposes, the Consultant should provide in advance the estimated costs for the year, if applicable, for (i) seminars conducted by guest speakers at the IMF; and (ii) work-related subscriptions and reference materials. Invoicing and reporting: Invoices must be submitted on a monthly basis and must include an itemized listing of services performed and days and hours worked. Monthly statistics accounting for the number of client appointments, phone calls, and e-mails must be submitted with each invoice. Separately, quarterly demographic with summary report information on client data should be submitted. This would comprise of position title, department or section, issues that arise, how it was resolved and/or summary of advice that was provided. No identifiable information on the client should be provided. Required Information Consultants interested in being considered for this project shall provide the following information: (1) Biography and detailed information on your experience with the services included in this RFQ. (2) Outline of approach you would undertake in supporting the IMF with this project. (3) Please also provide three client references (including the scope and contact information). We would seek your permission prior to calling your references. (4) Confirmation of availability to start delivering the services no later than November 2013.

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(5) Pricing proposal. Please provide ‘time and material’ price proposal ($ hourly rate). Please follow the format described in section 3.3 of the RFP cover letter. Please note that the IMF will not reimburse the Consultant for any travel expenses for services delivered at IMF offices in Washington DC.

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Attachment B1: IMF’s Standard Terms and Conditions for Individual Providers

INTERNATIONAL MONETARY FUND GENERAL CONDITIONS FOR INDIVIDUAL SERVICE PROVIDERS

March 31, 2012

I. ENTIRETY OF CONTRACT; ORDER OF PRECEDENCE

These General Conditions for Individual Service Providers are intended for use with self-employed persons and one-person companies that are independent contractors of the IMF. These General Conditions shall form an integral part of any purchase order or other contract (the Contract) into which they are incorporated by reference. The Contract, these General Conditions, and any other documents specifically incorporated therein by reference constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all other previous statements, communications or agreements, whether oral or written, including advertising and sales literature. In the event of a conflict between the Contract and these General Conditions, the Contract shall prevail; provided, however, that in no event shall a provision in the Contract be considered a waiver of the immunities of the IMF set out herein.

II. INVOICING

The Contractor agrees to submit invoices and supporting documentation for completed services to:

International Monetary Fund Attn: Room: 700 19th Street, N.W. Washington, DC 20431

Invoice(s) must reference any applicable contract number. Invoiced amounts will be paid Net, thirty (30) days from receipt and approval. Invoice approval will not be unreasonably withheld.

The IMF is not obligated to accept any invoice which is delivered to the IMF greater than 180 days beyond the date of delivery for the relevant goods or services covered by the invoice.

III. CONTRACT TERMINATION

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Termination for Convenience

The Contract may be terminated by either party upon thirty (30) days written notice without prejudice or penalty.

Termination of Contract for Cause

The Contract may be terminated by either party upon default by the other party, provided that written notice detailing the default is provided to the defaulting party and the default is not corrected within thirty (30) days after receipt of such notice. If the Contract is terminated, whether for convenience or for cause, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, and reports prepared by the Contractor under the Contract shall, at the option of the IMF, become the property of the IMF.

IV. OWNERSHIP

The IMF shall have the exclusive ownership of and right to use any documents or other tangible products of the services provided for herein, except to the extent that they incorporate property already owned by any other party including Contractor. Contractor shall inform the IMF of such ownership, shall license or obtain any necessary license for the IMF's use of such property, and shall hold the IMF harmless from any claims for unauthorized use of such property.

V. INDEMNIFICATION

To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless the IMF and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from any breach of representation, warranty or obligation of the Contractor under the Contract; any infringement by the Contractor of intellectual property; any negligent act or omission of the Contractor or anyone for whose acts the Contractor may be liable, and any failure on the part of the same to comply with federal, state, and local laws, ordinances, regulations, and codes. The Contractor shall indemnify and hold the IMF harmless against any action taken by a third party against the Contractor.

VI. INSURANCE AND LIABILITY

The Contractor agrees to maintain at its own expense such insurance as will fully protect the Contractor and the IMF from any and all claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the Contractor’s performance of the services, including claims under any workers’ compensation law.

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The Contractor shall furnish the IMF with certificates of insurance prior to commencement of the work. The Contractor shall not cause or allow any insurance to be canceled nor permit any insurance to lapse.

If this is a Contract for services performed on IMF premises, then the Contractor must carry insurance equal to or greater than the coverage listed below:

i. Comprehensive General Liability $1,000,000 per occurrence; $1,000,000 aggregate ii. Excess/Umbrella $2,000,000 iii. Workers Compensation Statutory benefits iv. Employer’s Liability $500,000

The Contractor shall waive all rights of recovery against the IMF, and the Contractor shall promptly remedy any and all damages or loss to property caused in whole or in part by the Contractor.

VII. ASSIGNMENT

The Contract and any payments that may become due thereunder may not be assigned by the Contractor without the IMF’s prior written consent.

VIII. CONFIDENTIALITY

The Contractor agrees:

(a) Not to disclose, deliver, or use for the benefit of any person other than the IMF, or its authorized agents, any restricted or confidential information or material received from the IMF, other than material or information previously in the records of the undersigned or obtainable prior to such disclosure, delivery, or use, from third parties or from the public domain;

(b) To adhere to any policies or instructions provided by the IMF as to the classification, use or disposition of any restricted or confidential information or materials;

(c) Not to use any restricted or confidential information or material for personal gain; and

(d) After the completion or termination of the Contract, to continue to adhere to the first three clauses above.

The Contractor further agrees to take such steps as may be needed to ensure that the terms of the nondisclosure statements are observed during and after the term of this Contract.

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If Contractor becomes legally compelled to disclose any confidential information of the IMF in a manner not otherwise permitted by the Contract, the Contractor agrees that, in light of the inviolability of the IMF’s archives, the Contractor shall give the IMF prompt prior notice of the request before complying with such requirement and shall give the IMF an opportunity to oppose such disclosure or seek a protective order or other appropriate remedy. This provision shall survive the termination of the Contract.

IX. PUBLICITY REGARDING CONTRACT

The Contractor may publicly release statements of the fact regarding the Contract, including the name of the IMF, only upon the IMF's prior review and approval in writing. Requests for such review and approval should be directed to a Procurement Officer.

The Contractor agrees not to refer to awards in commercial advertising in such manner as to state or imply that the services or products provided are endorsed or preferred by the IMF or are considered by the IMF to be superior to other services or products.

X. CONTRACTOR ETHICS AND CONDUCT

The Contractor shall observe the highest standard of ethics and conduct during the procurement and performance of contracts with the IMF, and violation of the following requirements shall constitute a material breach of the Contract.

No Gifts, Collusion or Coercion; No Improper Financial Benefits

The Contractor shall take no action with the purpose or effect to influence any staff member of the IMF, any other employee of the IMF, or any contractor or consultant to the IMF (collectively IMF Persons), to act inconsistently with his or her duties to the IMF. The Contractor shall not knowingly or recklessly mislead any IMF Person, and shall not substitute products or services of inferior quality, with the purpose or effect to obtain a financial or other benefit at the expense of the IMF or to avoid an obligation owed to the IMF. Contractor shall disclose, or shall not accept, rebates or discounts on the purchase of goods or services if the price charged to the IMF includes either (i) the undiscounted cost of the same goods or services, or (ii) the undiscounted cost of other goods or services provided to the Contractor by the same supplier or an affiliate thereof under any bulk sales, bundling or “soft dollar” arrangement.

No Conflicts of Interest

The Contractor shall not deal with any IMF Person when such IMF Person, or any of his or her immediate family members, hold a significant financial interest in the Contractor or any

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of its affiliates or is negotiating for employment with the Contractor or any of its affiliates. The Contractor shall avoid all other interests that conflict, or that appear to conflict, with its obligations to the IMF, and will immediately consult with the IMF Procurement Officer should any such actual or apparent conflict of interest arise.

Reporting

The Contractor shall immediately report to the IMF Chief of Procurement any request received from any IMF Person for gifts in violation of the preceding requirements, or any other violation of these requirements.

When the Contractor is aware of any incident involving alleged misconduct on IMF premises which involves physical violence, theft or damage to IMF property, or any threat to the safety or security of personnel or property, the Contractor shall immediately report the incident to the IMF Chief of Procurement and the IMF business owner.

IMF Rules and Regulations

The Contractor shall, while on the IMF’s premises, comply with the IMF’s rules and regulations, including the selected IMF Policies and Procedures set forth in Attachment A.

XI. COMPLIANCE WITH LAWS The Contractor shall, at its expense (and not as a reimbursable expense), perform its obligations in a manner that complies with all laws, ordinances, rules, regulations and requirements of all Federal, state and municipal governments, courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters, any environmental agency, or any other body exercising functions similar to those of any of the foregoing that may be applicable (in the absence of any IMF immunity and regardless of whether such laws are enforceable against the IMF or its property) to the services covered by the Contract.

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XII. IMMUNITIES OF THE INTERNATIONAL MONETARY FUND: TAXES & DISPUTES

Article IX of the Articles of Agreement of the International Monetary Fund, as incorporated into the laws of the United States and the District of Columbia by the Bretton Woods Agreements Act (22 U.S. Code Section 286h), provides that the International Monetary Fund, its property and its assets, wherever located and by whomsoever held, are immune from every form of judicial process. In addition, the IMF, its assets, property, income, and its authorized operations and transactions, are immune from all taxation and from all customs duties, and the IMF is immune from liability for the collection or payment of any tax or duty. Accordingly, and notwithstanding anything to the contrary in the Contract or any documents to which it refers, it is expressly agreed and understood that:

(a) Contractor will not invoke the IMF's immunity to avoid any taxes for which Contractor is legally liable, but will inform the IMF immediately of any attempt to impose a tax to which the IMF's immunity appears to apply, and will cooperate with the IMF at the IMF's expense with respect to any such attempt.

(b) Any controversy of claim arising out of or relating to the Contract or any breach, termination of invalidity thereof, shall be settled by the mutual agreement of the parties hereto, provided that failing such agreement the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. In any case where neither party’s claim exceeds US$75,000, then the Expedited Procedures of AAA shall apply, and the case shall be decided by a single arbitrator. Otherwise, the case shall be decided by a panel of three arbitrators, and each party shall appoint one arbitrator. The two arbitrators so appointed shall then appoint a third arbitrator who shall act as chairperson of the panel. The arbitral case shall be decided according to the terms of the Contract and the law of the District of Columbia. If a claim or dispute would have been barred by a time limitation had it been asserted in a court of the District of Columbia, then the Tribunal shall declare the claim or dispute to be extinguished on the merits. Each party agrees to implement any requirements of the arbitrator or arbitrators directed to it in accordance with those rules. It is understood and agreed that the submission of a claim or dispute to arbitration shall not excuse either party from performing its obligations under the contract, and shall not be considered to be a waiver of the immunities of the IMF.

XIII. RELATIONSHIP OF PARTIES

The parties intend that the Contractor shall perform the services provided for and described herein solely as an independent contractor of the International Monetary Fund (IMF) and the Contractor shall not be considered an agent, employee or servant of the IMF.

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XIV. AUDIT

The IMF reserves the right to inspect and audit the Contractor’s accounting, financial and other records and documents which are relevant to the performance of theContract. Any such inspection or audit shall be undertaken at the IMF’s cost, and shall occur during normal business hours, and shall be conducted in a manner so as to not unnecessarily interfere with the business of the Contractor. Contractor hereby undertakes to maintain complete, accurate and verifiable records of all costs charged and/or chargeable to the IMF under the Contract or any extension(s) thereof, and agrees to retain such records for a period not less than three (3) calendar years following termination of the Contract or after final payment, whichever occurs last. The Contractor shall diligently cooperate with the IMF’s representatives during any such inspection and audit and hereby waives any objection it may have to such inspection and audit, unless specified in writing and duly acknowledged by both parties in any Contract.

XV. CHANGES

The IMF may, at any time, by written order, require changes in the services to be performed by the Contractor. If such changes cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any services under this Contract, an equitable adjustment shall be made.

XVI. WAIVERS

No waiver by either party of any breach hereof shall be deemed a waiver of any preceding or succeeding breach. No failure by either party to exercise any right or privilege herein provided for shall be deemed a waiver of such party’s right to exercise a similar or other right or privilege in conformity with the provisions hereof at any subsequent time or times.

XVII. SEVERABILITY

The provisions of this Contract shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

XVIII. SURVIVAL

Neither completion of the works nor termination or cancellation of this Contract shall relieve the Contractor of the IMF of any obligations that by their nature survive completion of the requirements hereunder, including all warranties, guarantees, and indemnifications.

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SELECTED IMF POLICIES AND PROCEDURES

1. Office Demeanor: The Contractor shall conduct him/herself in a professional and workmanlike manner at all times while on the IMF property. The Contractor shall not engage in any behavior that is considered unsuitable in an office environment such as, but not limited to, the following:

a. Disturb papers on desks, open drawers or cabinets; b. Use telephone, television or radios; c. Drink or be under the influence of alcohol; d. Gamble; e. Use or be under the influence of or possess any illegal drugs; f. Carry any arms, ammunition, or deadly weapons; g. Raffle, solicit, or sell any items to the IMF staff; h. Fight, or engage in other rowdy or destructive behavior; i. Steal or damage any IMF property; j. Enter any IMF office unless on work assignment, and k. Engage in any behavior which may be interpreted as being inconsistent with

the IMF’s policy on Sexual Harassment.

2. Smoking: Smoking is not permitted in the IMF headquarter building or leased facilities.

3. Identification Badge Requirements: The IMF shall issue badges to the Contractor for admittance to the site. The Contractor MUST WEAR THE BADGE IN PLAIN VIEW AT ALL TIMES, and sign in and out at the Guard’s register at the main entrance of the IMF headquarters building.

4. Transportation of the IMF Property: Property passes are required when any

equipment is being transported between IMF locations.

5. Interactions with IMF Staff: The Contractor must be courteous to IMF staff at all times, responsible, and efficient, and capable of coping with imposed deadlines. The Contractor is reminded that the IMF employs multi-national staff and must be concerned about standards of conduct that may be culturally offensive.

6. Security inspection: All vehicles, packages, toolboxes, etc., are subject to inspection

by IMF Security personnel. If the Contractor refuses to submit to such search s/he may be denied entry to the building.

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Attachment B2: IMF’s Standard Terms and Conditions for Consulting Firms

I. ENTIRETY OF AGREEMENT; ORDER OF PRECEDENCE

These Terms and Conditions shall form an integral part of any contract (the Contract) into which they are incorporated by reference. The Contract, these Terms and Conditions, and any other documents specifically incorporated therein by reference constitute the entire agreement between the parties with respect to the subject matter hereof (the Agreement) and supersedes all other previous statements, communications or agreements, whether oral or written, including advertising and sales literature. In the event of a conflict between the Contract and these Terms and Conditions, the Contract shall prevail; provided, however, that in no event shall a provision in the Contract be considered a waiver of the immunities of the IMF set out herein.

II. INVOICING

The Contractor/Consultant (the Contractor) agrees to submit invoices and supporting documentation for completed services to:

International Monetary Fund 700 19th Street, N.W. Attention: __________ Room: _____________ Washington, DC 20431

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Invoice(s) must reference any applicable contract number. Invoiced amounts will be paid Net, thirty (30) days from receipt and approval. Invoice approval will not be unreasonably withheld.

The International Monetary Fund (IMF) is not obligated to accept any invoice which is delivered to the IMF greater than 180 days beyond the date of delivery for the relevant goods or services covered by the invoice.

III. CONTRACT TERMINATION

3.1 Termination for Convenience

A Contract may be terminated in whole or in part by the IMF at its sole option. Any such termination shall be effected by delivery to the Contractor at least thirty (30) days prior to the termination date of a notice of termination specifying the extent to which performance shall be terminated and the date upon which termination becomes effective. An equitable adjustment in the contract price shall be made for completed service, but no amount shall be allowed for anticipated profit on unperformed services.

3.2 Termination of Contract for Cause

If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner their obligations under this contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this contract, the IMF shall thereupon have the right to terminate, specifying the effective date thereof, at least five (5) days before the effective date of such termination.

If the Contract is terminated, whether for convenience or for cause, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, and reports prepared by the Contractor under the contract shall, at the option of the IMF, become the property of the IMF.

Notwithstanding the above, the Contractor shall not be relieved of liability to the IMF for damages sustained by the IMF by virtue of any breach of contract by the Contractor for the purpose of set off until such time as the exact amount of damages due to the IMF from the Contractor is determined.

IV. OWNERSHIP

The IMF shall have the exclusive ownership of and right to use any documents or other tangible products of the services provided for herein, except to the extent that they incorporate property already owned by any other party including Contractor. Contractor shall inform the IMF of such ownership, shall license or obtain any necessary license for the IMF's

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use of such property, and shall hold the IMF harmless from any claims for unauthorized use of such property.

V. INDEMNIFICATION

To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless the IMF and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from any breach of representation, warranty or obligation of the Contractor under the contract; any infringement by the Contractor of intellectual property; any negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, and any failure on the part of the same to comply with federal, state, and local laws, ordinances, regulations, and codes.

VI. INSURANCE AND LIABILITY

The Contractor agrees to maintain at its own expense such insurance as will fully protect the Contractor, its agents, its employees, its subcontractors and the IMF from any and all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of the work. The Contractor must carry insurance equal to or greater than the coverage listed below:

1. Worker’s Compensation: (a) State: Statutory (b) Employer’s Liability: US$1,000,000 per accident

2. Comprehensive General Liability

(a) US$1,000,000 Per Occurrence (b) US$2,000,000 General Aggregate (c) US$2,000,000 Products Completed Operations (d) US$1,000,000 Personal & Advertising Injury

Aggregate limits shall apply on a per project basis.

Products and Completed Operations shall be maintained for not less than three years after completion of the project. Contractor shall provide evidence of coverage to the IMF on an annual basis.

3. Automobile Liability Insurance (owned, not owned or hired) in the amount of $1,000,000 Combined Single Limit.

4. Umbrella Liability Insurance providing excess liability for items 1b, 2, and 3 above. Coverage to be at least as broad as the primary program:

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a) Bodily Injury and Property Damage US$3,000,000 b) Products Completed Operations US$3,000,000 c) General Aggregate US$3,000,000

Aggregate limits shall apply on a per project basis.

Products and Completed Operations shall be maintained for not less than three years after completion of project. Contractor shall provide evidence of coverage to the IMF on an annual basis.

5. Professional Liability (If applicable based upon the Scope of Work.)

a) US$2,000,000 Per Claim b) US$2,000,000 Aggregate

Policy shall be extended to include identity theft coverage.

The Contractor shall furnish the IMF with certificates of insurance prior to commencement of the work. The Contractor shall not cause or allow any insurance to be canceled nor permit any insurance to lapse. All insurance policies shall include a clause to the effect that the policy shall not be canceled or reduced, restricted, or limited until 30 days after the IMF has received written notice of such change.

The Contractor shall waive all rights of recovery against the IMF. The Contractor shall require the same of any Subcontractors by appropriate agreements written where legally required for validity, similar waivers each in favor of the IMF. The policies shall provide such waivers of subrogation by endorsement.

VII. NON-EXCLUSIVITY

The Contract is nonexclusive and the IMF may at its absolute discretion enter into arrangements with third parties to supply identical or similar services under separate contracts with other vendors.

VIII. RIGHT TO HIRE AND NON-SOLICITATION

The IMF reserves the right to hire or to contract directly with Contractor personnel, without additional charges to either the IMF or to the individual.

In the event of expiration or termination of the Contract, Contractor agrees not to solicit for hire any IMF employees or employees of any other vendor performing services for the IMF for a period of twelve (12) months following such expiration or termination.

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IX. ASSIGNMENT

This Agreement and any payments that may become due hereunder may not be assigned by the Contractor without the IMF’s prior written consent.

X. CONFIDENTIALITY

Contractor agrees that it shall require each person assigned to perform work hereunder to abide by the following nondisclosure conditions:

(a) will not disclose, deliver, or use for the benefit of any person other than the IMF, or its authorized agents, any restricted or confidential information or material he or she receives from the IMF, other than material or information previously in the records of the undersigned or obtainable prior to such disclosure, delivery, or use, from third parties or from the public domain;

(b) Will adhere to any policies or instructions provided by the IMF as to the classification, use or disposition of any restricted or confidential information or materials;

(c) Will not use any restricted or confidential information or material for personal gain;

(d) After the completion or termination of an Agreement, will continue to adhere to the first three clauses above; and

Contractor further agrees to take such steps as may be needed to ensure that the terms of the nondisclosure statements are observed during and after the term of this Agreement.

If Contractor becomes legally compelled to disclose any Confidential Information of the IMF in a manner not otherwise permitted by the Agreement, Contractor agrees that, in light of the inviolability of the IMF’s archives, the Contractor shall give IMF prompt prior notice of the request before complying with such requirement and shall give IMF an opportunity to oppose such disclosure or seek a protective order or other appropriate remedy. This provision shall survive the termination of this Agreement.

XI. PUBLICITY REGARDING AGREEMENT

(a) Contractor may publicly release statements of the fact regarding the Agreement, including the name of the IMF, only upon the IMF's prior review and approval in writing. Requests for such review and approval should be directed to a Procurement Officer.

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(b) The Contractor agrees not to refer to awards in commercial advertising in such manner as to state or imply that the services or products provided are endorsed or preferred by the IMF or are considered by the IMF to be superior to other services or products.

XII. CONTRACTOR ETHICS AND CONDUCT

The IMF expects that Contractor observes the highest standard of ethics during the procurement and performance of contracts with the Fund, and violation of the following requirements shall constitute a material breach of the Agreement.

12.1 No Gifts, Collusion or Coercion; No Improper Financial Benefits

Contractor shall take no action with the purpose or effect to influence any staff member of the IMF, any other employee of the IMF, or any contractor or consultant to the IMF (collectively IMF Persons), to act inconsistently with his or her duties to the IMF. Contractor shall not knowingly or recklessly mislead any IMF Person, and shall not substitute products or services of inferior quality, with the purpose or effect to obtain a financial or other benefit at the expense of the IMF or to avoid an obligation owed to the IMF. Contractor shall disclose, or shall not accept, rebates or discounts on the purchase of goods or services if the price charged to the IMF includes either (i) the undiscounted cost of the same goods or services, or (ii) the undiscounted cost of other goods or services provided to the Contractor by the same supplier or an affiliate thereof under any bulk sales, bundling or “soft dollar” arrangement.

12.2 No Conflicts of Interest

Contractor shall not deal with any IMF Person or other representative of the IMF, when such representative of the IMF, or any of his or her immediate family members, hold a significant financial interest in the Contractor or any of its affiliates or is negotiating for employment with the Contractor or any of its affiliates. Contractor shall avoid all other interests that conflict, or that appear to conflict, with its obligations to the IMF, and will immediately consult with the IMF Procurement Officer should any such actual or apparent conflict of interest arise.

12.3 Reporting

Contractor shall immediately report to the IMF Chief of Procurement any request received from any IMF Person for gifts in violation of the preceding requirements, or any other violation of these requirements.

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XIII. COMPLIANCE WITH LAWS

The Contractor shall, at its expense (and not as a reimbursable expense), perform its obligations in a manner that complies with all laws, ordinances, rules, regulations and requirements of all Federal, state and municipal governments, courts, departments, commissions, boards and offices, any national or local Board of Fire Underwriters, any environmental agency, or any other body exercising functions similar to those of any of the foregoing that may be applicable (in the absence of any IMF immunity and regardless of whether such laws are enforceable against the IMF or its property) to the services covered by this Agreement.

XIV. BACKGROUND INVESTIGATIONS

Prior to commencing work at IMF facilities contractor shall engage an investigative agency specializing in background investigations to conduct, at contractor’s expense, a criminal history check of each agent or employee of the contractor whom contractor expects will enter IMF’s facilities. If contractor requires assistance identifying an appropriate investigative agency, the IMF’s Security Services Division can be contacted at (202)623-6545 or email TGSPassIDoffice@imf.org for a list of investigative agencies. The criminal history check shall include Maryland, the District of Columbia, the counties of Arlington, Loudon, Fairfax, Prince William and the city of Alexandria, as well as each jurisdiction the employee has lived in for the previous seven years, or after his or her eighteenth birthday, whichever is less. Agency reports of all criminal history checks, regardless of the outcome, shall be provided to the Fund’s Security Services Division. These reports should be attached to a letter from the contractor describing the dates and jurisdiction included in the checks and the name, date of birth, and social security number of the employee.

Address:

International Monetary Fund Security Services Division Room HQ1-1-302 700 19th Street, NW

Washington, DC 20431

No agent or employee of contractor/consultant/sub-contractor will be authorized to enter any IMF facility to perform work under this agreement without the aforementioned criminal history check. THE IMF RESERVES THE RIGHT TO DENY ACCESS TO THE IMF’S FACILITIES TO ANY INDIVIDUAL.

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XV. IMMUNITIES OF THE INTERNATIONAL MONETARY FUND: TAXES & DISPUTES

Article IX of the Articles of Agreement of the International Monetary Fund, as incorporated into the laws of the United States and the District of Columbia by the Bretton Woods Agreements Act (22 U.S. Code Section 286h), provides that the International Monetary Fund, its property and its assets, wherever located and by whomsoever held, are immune from every form of judicial process. In addition, the IMF, its assets, property, income, and its authorized operations and transactions, are immune from all taxation and from all customs duties, and the IMF is immune from liability for the collection or payment of any tax or duty. Accordingly, and notwithstanding anything to the contrary in this Agreement or any documents to which it refers, it is expressly agreed and understood that:

(a) Contractor will not invoke the IMF's immunity to avoid any taxes for which Contractor is legally liable, but will inform the IMF immediately of any attempt to impose a tax to which the IMF's immunity appears to apply, and will cooperate with the IMF at IMF's expense with respect to any such attempt.

(b) Any controversy of claim arising out of or relating to the Contract or any breach, termination of invalidity thereof, shall be settled by the mutual agreement of the parties hereto, provided that failing such agreement the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. In any case where neither party’s claim exceeds US$75,000, then the Expedited Procedures of AAA shall apply, and the case shall be decided by a single arbitrator. Otherwise, the case shall be decided by a panel of three arbitrators, and each party shall appoint one arbitrator. The two arbitrators so appointed shall then appoint a third arbitrator who shall act as chairperson of the panel. The arbitral case shall be decided according to the terms of the Contract and the law of the District of Columbia. If a claim or dispute would have been barred by a time limitation had it been asserted in a court of the District of Columbia, then the Tribunal shall declare the claim or dispute to be extinguished on the merits. Each party agrees to implement any requirements of the arbitrator or arbitrators directed to it in accordance with those rules. It is understood and agreed that the submission of a claim or dispute to arbitration shall not excuse either party from performing its obligations under the contract, and shall not be considered to be a waiver of the immunities of the IMF.

XVI. RELATIONSHIP OF PARTIES

The parties intend that the Contractor shall perform the services provided for and described herein solely as an independent Contractor of the International Monetary Fund (IMF) and neither the Contractor nor any of its agents, employees or servants shall be considered an agent, employee or servant of the IMF.

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XVII. AUDIT

The IMF reserves the right to inspect and audit the Contractor’s accounting, financial and other records and documents which are relevant to the performance of an Agreement. Any such inspection or audit shall be undertaken at the IMF’s cost, and shall occur during normal business hours, and shall be conducted in a manner so as to not unnecessarily interfere with the business of the Contractor. Contractor hereby undertakes to maintain complete, accurate and verifiable records of all costs charged and/or chargeable to the IMF under an Agreement or any extension(s) thereof, and agrees to retain such records for a period not less than three (3) calendar years following a termination of an Agreement or after final payment, whichever occurs last. The Contractor shall diligently cooperate with the IMF’s representatives during any such inspection and audit and hereby waives any objection it may have to such inspection and audit, unless specified in writing and duly acknowledged by both parties in any Agreement.

XVIII. CHANGES

The IMF may, at any time, by written order, require changes in the services to be performed by the Contractor. If such changes cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any services under this Agreement, an equitable adjustment shall be made.

XIX. WAIVERS

No waiver by either party of any breach hereof shall be deemed a waiver of any preceding or succeeding breach. No failure by either party to exercise any right or privilege herein provided for shall be deemed a waiver of such party’s right to exercise a similar or other right or privilege in conformity with the provisions hereof at any subsequent time or times.

XX. SEVERABILITY

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

XXI. SURVIVAL

Neither completion of the works nor termination or cancellation of this Agreement shall relieve the Contractor of the IMF of any obligations that by their nature survive completion of the requirements hereunder, including all warranties, guarantees, and indemnifications