April 7, 2003

 

[To All Prospective Offerors:]{.underline}

Enclosed is an Invitation to submit a Tender for a licensing agreement
to Operate Cafeteria Services at American Embassy Kiev, Ukraine. The
services are to be provided at two locations: Artyom Business Center
annex at 4 Glybochytska St. and Chancery at 10 Yuriya Kotsyubynskogo St.

Enclosure 1 consists of the proposed Licensing Agreement, which would be
executed between the Embassy and the selected operator. That Agreement
consists of the main document, plus three exhibits:

Exhibit A - Performance Required Under the Licensing Agreement

Exhibit B - Licensor-Furnished Property

Exhibit C - Holiday Schedule

Enclosure 2 contains instructions for tender preparation as well as the
methodology to be used by the Embassy in evaluation of tenders and for
award of the Licensing Agreement.

[Tender Submission and Due Date]{.underline}

All tenders must be submitted to the following address:

*Patrick Ellsworth, A/GSO*

*U.S.Embassy Kiev, Ukraine*

*Artyom Business Center*

*4 Glybochytska St.*

ALL TENDERS MUST BE RECEIVED BY THE AMERICAN EMBASSY NOT LATER THAN
***17:00 ON APRIL 25, 2003***. TENDERS RECEIVED AFTER THIS DATE AND TIME
WILL BE REJECTED WITHOUT FURTHER CONSIDERATION.

[Points of Contact]{.underline}

Direct all questions regarding this Invitation for Tenders to the
following individual:

*Oleg Polozov, tel: 490-4238*

[Site Visits and Conference]{.underline}

There will be site visits to both locations and a conference that will
allow interested parties the opportunity to pose any questions they may
have concerning the Invitation to Tender and to view the sites where the
services are to be provided. These visits and conference will be held on
**April 16, 2003 (Chancery -- at 14:00, ABC -- at 15:30, conference at
ABC -- at 16:30).** Please notify the above individual if anyone from
your firm wishes to attend. Questions regarding this Invitation to
Tender should be submitted in writing at least one day before the
scheduled date of the conference and site visits.

[Sampling]{.underline}

There will be also an opportunity to provide sample dishes/menus (1
American Style menu and 1 Ukrainian Style menu) for the Cafeteria
Committee members for evaluation after the submission of the proposals.
Although this sampling is not required, we strongly encourage everyone
to do participate. The sampling will take place on ***May 6, 2003 at ABC
between 12:00 and 13:00***. Please notify the above individual of your
intent to participate.

Thank you for your interest in this action.

Sincerely,

 

*Patrick Ellsworth, A/GSO*

*Licensing Officer*

*** ***

*** ***ENCLOSURE 1

**LICENSING AGREEMENT**

**I. [GENERAL]{.underline}**

A. [Purpose]{.underline}. The purpose of this Agreement is to provide a
license to the Licensee to operate a cafeteria on the premises of the
Licensor. For the purposes of this agreement, the American Embassy Kiev
is the Licensor and
\_***\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_***
is the Licensee. The term \"parties\" means the Licensor and Licensee.
No United States Government funds are obligated under this agreement.

B. [Description of Cafeteria Operation]{.underline}. The Licensee shall
establish and operate the food service facilities for the purpose of
dispensing food, nonalcoholic beverages and such other items as may be
authorized by the Licensor under this Agreement. See Exhibit A for
specifics on the operation of the food service facilities.

**II. [PERIOD OF AGREEMENT]{.underline}**

A. [Initial Period of Agreement]{.underline}. This Agreement is
effective on \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ and shall end one (1)
year later.

B. [Subsequent Periods]{.underline}. This Agreement may be extended at
the mutual agreement of the parties. Any extension will be formalized by
an amendment to the Licensing Agreement, signed by both parties.

**III. [SPECIFICS OF CAFETERIA OPERATIONS]{.underline}**

Cafeteria operations, including details of each party's
responsibilities, are set forth in Exhibit A to this Agreement.

**IV. [LICENSOR PERSONNEL]{.underline}**

A. [Licensing Officer]{.underline}. The Licensing Officer has the
overall responsibility for the administration of this Agreement. Only
the Licensing Officer is authorized to take actions on behalf of the
Licensor to amend, modify or deviate from the Agreement terms and
conditions. The Licensing Officer may delegate certain responsibilities
to authorized representatives.

B. [Technical Representative]{.underline}. The Licensing Officer may
designate a Licensor's Technical Representative to assist in the
administration of certain responsibilities. The Technical Representative
shall act as the Licensor's principal point of contact for day-to-day
operations and ensure compliance with License Agreement. If no
Licensor's Technical Representative is appointed, the responsibilities
shall remain with the Licensing Officer.

C. [Inspectors]{.underline}. Inspectors may work for the Licensing
Officer or the Technical Representative, if one is appointed. Inspectors
are authorized to perform day-to-day inspections and monitoring of the
Licensee's work. The Post Medical Officer (PMO) will provide health
inspection of the facilities. The Facilities Maintenance Officer (FMO)
will supervise the maintenance responsibilities of the Licensor in the
cafeteria area. The General Services Officer (GSO) will provide
inventory control of Licensor-furnished property. The Inspector(s) may
inspect and monitor the services provided by the Licensee.

D. [Authority to Amend the Agreement]{.underline}. In no instance shall
the Technical Representative or Inspectors be authorized to amend the
Agreement. Only the Licensing Officer may amend the Agreement.

**V. [INSPECTION]{.underline}**

A. [Responsibilities of the Licensee]{.underline}. The Licensee shall
develop and maintain an inspection system intended to ensure quality of
service and standards of sanitation and cleanliness. This system shall
include written records of inspections made. These records shall be made
available to the Licensor upon request.

B. [Rights of the Licensor]{.underline}.

\(1\) The Licensor has the right to inspect the cafeteria premises as
well as the actual services provided. This inspection may be made at any
time, without prior notice. The Licensor shall perform the inspection in
a manner that will not unduly delay the work of the Licensee. These
inspections may include, but are not limited to, a comprehensive review
of the following:

1\. Service quality, attentiveness, courtesy, and similar factors

2\. Food quality, presentation, merchandising

3\. Sanitary practices and conditions

4\. Personnel appearance

5\. Training program techniques, schedules and records

6\. Menu compliance, as indicated in the minimum acceptable menu profile

\(2\) Premises of the Licensee may be inspected, at no charge to the
Licensor. The Licensee shall provide all reasonable facilities and
assistance for the safe and convenient performance of these duties.

\(3\) The Post Medical Officer (PMO), the Licensor's Technical
Representative and/or professional health and food service inspectors
shall perform periodic inspections to assure compliance with Agreement
requirements and industry standards.

**VI. [TERMINATION]{.underline}**

This Licensing Agreement may be terminated by written notice, issued by
the Licensing Officer, when it is in the best interests of the Licensor.
This termination may be made for (1) cause, such as failure of the
Licensee to comply with the terms and conditions of this Agreement, or
(2) convenience of the Licensor. Licensor is not required to give
advance notice of termination. Upon termination, Licensee shall remove
all of its property from the premises. Licensor shall not be responsible
for any loss or damage incurred by the Licensee as the result of
termination, including but not limited to losses due to spoilage of
inventory, employee claims, personal property losses, and lost profits.

**VII. [TERMS OF AGREEMENT]{.underline}**

A. [General]{.underline}. Exhibit A sets forth several reports which the
Licensee is required to submit to the Licensor.

B. [Rent, Utilities and Licensor-Furnished Property]{.underline}. The
Licensee shall not be liable for payment of any rent or for
reimbursement to the Licensor for utilities or use of Licensor-furnished
property as a result of services provided under this Agreement. See
Section VIII below for potential liability on the part of the Licensee
due to damage to property.

 

**VIII. [SPECIAL LICENSING AGREEMENT PROVISIONS]{.underline}**

A. [Security Access to Property]{.underline}. The Licensor reserves the
right to deny access to Embassy-owned and operated facilities to any
individual. The Licensee will provide names and biographic data on all
personnel (including planned back-up personnel) who will be used on this
Agreement at least ten (10) days before they begin work.

B. [Standards of Conduct]{.underline}. The Licensee shall be responsible
for maintaining satisfactory standards of employee attitude, competency,
conduct, cleanliness, appearance and integrity. The licensee shall be
responsible for taking disciplinary action with respect to employees as
may be necessary. Each Licensee employee is expected to adhere to
standards of conduct that reflect credit on themselves, their employer
and the Embassy. Licensee employees must use politeness and courtesy
when dealing with customers. The Licensor reserves the right to direct
the Licensee to remove an employee for failure to comply with the
standards of conduct.

C. [Personal Injury, Property Loss or Damage Insurance]{.underline}.

\(1\) The Licensee, at its own expense, shall maintain insurance against
fire, theft, flood, liability, and for employee medical and employment
expenses, as required by law. Insurance should cover all Licensee-owned
and operated equipment.

\(2\) The Licensee shall provide certification that the required
licensing has been obtained before beginning work.

D. [Indemnification]{.underline}. The Licensor shall not be responsible
for personal injuries or for damages to any property of the Licensee,
its officers, agents, and employees, or any other person, arising from
any incident of the Licensee's performance of this Agreement. The
Licensee expressly agrees to indemnify and to save the Licensor, its
officers, agents, servants, and employees harmless from and against any
claim, loss, damages, injury, and liability, however caused, resulting
from or arising out of the Licensee's fault or negligence in connection
with the performance of work under this Agreement. Further, any
negligence or alleged negligence of the Licensor, its officers, agents,
servants, or employees, shall not bar a claim for indemnification unless
the act or omission of the Licensor, its officers, agents, servants, or
employees is the sole competent and producing cause of such claim, loss,
damages, injury, or liability.

E. [Protection of American Embassy Buildings, Equipment, and
Grounds]{.underline}. The Licensee shall use reasonable care to avoid
damage to American Embassy buildings, equipment and grounds. If the
Licensee's failure to take adequate care results in damage to any of
this property, the Licensee shall repair the damage at no expense to the
Licensor, as directed by the Licensing Officer.

F. [Licensor-Furnished Property]{.underline}.

\(1\) The Licensor shall provide the property described in Exhibit B to
this Agreement. Delivery of this property is completed when it is made
available in the space designated for the Licensee's use in his
operation of the cafeteria. The Licensee shall acknowledge in writing to
the Licensing Officer receipt of the Licensor-owned equipment listed in
Exhibit B.

\(2\) Title to all Licensor-Furnished property shall remain with the
Licensor. The Licensee shall use the property only in connection with
this Agreement.

\(3\) The Licensor shall maintain the official property control records
of all Licensor-Furnished property.

\(4\) Upon taking delivery of the Licensor-Furnished property, the
Licensee assumes the risk and responsibility for its loss or damage,
except---

\(a\) For reasonable wear and tear; or

\(b\) As otherwise provided in this Agreement.

G. [Precedence of English Language Translation]{.underline}. In the
event of any inconsistency between the English language translation of
this Agreement and any other language translation, the English language
translation shall take precedence.

**IX. [DISPUTES]{.underline}**

If the Licensing Officer and Licensee fail to reach agreement over any
disputed issue resulting from this Licensing Agreement, the sole remedy
to both parties shall be referral of the disputed issue to the American
Embassy official at one level above the Licensing Officer. That
official's ruling shall be considered final for both parties.

**[LIST OF EXHIBITS]{.underline}**

** **

EXHIBIT A: Performance Required under the Licensing Agreement

EXHIBIT B: Licensor-Furnished Property

EXHIBIT C: Holiday Schedule

**EXHIBIT A**

**PERFORMANCE REQUIRED UNDER THE LICENSING AGREEMENT**

**I.** **[SCOPE OF WORK]{.underline}.**

The Licensee shall establish and operate the food service facilities
shown in Section II below, for the purpose of dispensing food,
nonalcoholic beverages and such other items as may be authorized by the
Licensing Officer under this Agreement. This cafeteria is to be operated
for the benefit of approximately 120 employees at the Chancery at 10
Y.Kotsyubynskogo St. and 100 employees at Artyom Business Center (ABC)
Annex at 4 Glybochytska St.

The Licensor shall not be held responsible for any variation in the
employee population figure. The extent of occupancy is not guaranteed.

**II.** **[DESCRIPTION OF FACILITIES]{.underline}**

[A. Dining Facilities]{.underline}.

1)  The Chancery dining facility is located at 10 Y.Kotsyubynskogo St.
    building and consists of a dining room and a food preparation area.
    The dining room is approximately 50 square meters. The food
    preparation area consists of a kitchen, pantry, and lavatory. The
    food preparation area is approximately 20 square meters. Seating is
    available for 36 persons in the dining room.

2)  The ABC dining facility is located at 4 Glybochytska St. building
    and consists of a dining room and a food preparation area. The
    dining room is approximately 50 square meters. The food preparation
    area consists of a kitchen, pantry, and lavatory. The food
    preparation area is approximately 30 square meters. Seating is
    available for 25 persons in the dining room.

C. [Performance History]{.underline}. Lunch and breakfast specials and
business lunch combos make up the greatest share of sales. Many people
prefer half-portions. There is a steady demand for vegetarian dishes.
The Embassy believes a varied menu serving food for both American and
Ukrainian patrons will attract a larger clientele.

**III.** **[HOURS OF SERVICE]{.underline}**

A. [Schedule]{.underline}. Service is required from 8:00 to 15:00. The
Cafeteria will be closed on official Embassy holidays. Holiday schedule
is shown in Exhibit C.

B. [Schedule Modifications]{.underline}. The Licensor may change the
hours and days of operation to be consistent with changes in Embassy
policy. Licensee requests to modify hours or days of service shall be
submitted to the Licensing Officer for approval at least five working
days before required modifications. In addition to routine service, the
Licensee may also be approached by employees within the Embassy to cater
evening meals, weekend events, luncheons, and special events. All events
held on the Embassy compound must be approved by the Technical
Representative and the Regional Security Officer (RSO).

**IV.** **[RESPONSIBILITIES OF THE LICENSEE]{.underline}**

[A. General]{.underline}. The Licensee shall provide prompt, efficient,
and courteous service, and avoid undue interference with the operation
of the Embassy while service is provided. The Licensee shall obtain
licenses and permits and observe all applicable building, health,
sanitary, and other regulations and laws. The Licensee shall:

-employ sufficient and suitable personnel;

-secure and maintain insurance;

-maintain records;

-submit reports; and,

-observe other Agreement requirements.

The Licensee shall pay each and every fee, cost, or other charge
incident to or resulting from operations under the Agreement. The
Licensee shall exercise reasonable care in the use of space and
Licensor-owned equipment. When the Agreement ends, the Licensee will
yield such space and equipment in as good condition as when received,
except for:

-ordinary wear and tear; and

> -damage or destruction beyond the Licensee's control and not due to
> the Licensee\'s fault or negligence.

B. [Service]{.underline}. The Licensee shall operate and manage the
cafeteria in the Licensee's name at the Embassy. The Licensee shall
remove any soiled dishes, provide clean dishes, and assure that tables
and chairs are cleaned before each patron is seated. Dining facilities
should leave a favorable impression of the Embassy to guests and
employees. Space, facilities, and equipment provided by the Embassy must
be consistently maintained in optimum condition and appearance.

C. [Menus]{.underline}.

(1) The Licensee shall provide a variety of quality-prepared foods and
    beverages at reasonable prices. The variety and appearance of food
    in the cafeteria on each operating day shall be consistent with
    approved food service standards and comparable for American and
    European business cafeterias. The Licensee shall plan and advertise
    advance weekly menus through various media, in addition to posting
    daily menus near the service counter. In addition all dishes shall
    be labeled both in English and Ukrainian, portion weight stated for
    each dish. There shall be a weight checker next to the counter. The
    Licensee shall make a reasonable effort to adhere to the range of
    menus and prices submitted in its offer.

(2) If the Licensee believes that a price increase is necessary, it
    shall notify the Licensing Officer in writing. This notification
    must be submitted at least thirty (30) days before the requested
    effective date of the increase. This submission must include
    justification for the increase. The Licensee may submit the request
    for price adjustment using a percentage increase by menu category
    (entrees, vegetables, beverages, soups, desserts, etc.) or by
    listing individual items with the current price and the proposed new
    price.

(3) The Licensing Officer will review the requested price increase. If
    the Licensing Officer agrees with the increase, he/she will notify
    the Licensee in writing. If the Licensing Officer requires
    additional information/justification, the Licensee will be asked to
    provide that information. Once the Licensing Officer has the
    information necessary to make a decision, he/she will (1) approve
    the increase, (2) recommend an increase of a specific lesser amount,
    or (3) deny any increase.

(4) If a lesser amount of increase is recommended, the Licensee may
    either accept that increase or submit a counter-offer. This
    procedure will continue until agreement is reached or either party
    notifies the other party in writing that no agreement is possible.
    If no agreement is reached, the Licensee will either

    a.  continue providing the services at the current prices or

    b.  have the unilateral right to notify the Licensor that it intends
        to terminate the Agreement. If the Licensee notifies the
        Licensor that it intends to terminate the Agreement, it must
        continue providing services for at least ninety (90) days from
        the date of termination notification.

D. [Equipment and Utensils Provided by the Licensee.]{.underline} The
Licensee provides all required equipment, flatware, china and glasses.
Exhibit C provides a detailed list of the current cafeterias' inventory.

E. [Sanitation and Quality]{.underline}.

(1) The Licensee shall serve appetizing and quality food, under clean
    and sanitary conditions.

(2) All foods served shall be wholesome and free from spoilage, free
    from adulteration and misbranding, and safe for human consumption.
    Uncooked items, such as fresh fruits, shall be clean and free from
    blemish. All foods shall when served, be attractive in appearance
    and correct in temperature and consistency. They shall be crisp,
    moist, dry tender, etc., as may be appropriate in each case.

(3) All employees assigned by the Licensee to perform work under this
    cafeteria Agreement shall be physically able to do their assigned
    work and shall be free from communicable diseases.

(4) The Licensee shall use only distilled/bottled water for cooking.
    Distilled/bottled water will be provided by the Licensor.

(5) [Health Exams]{.underline}: The Licensee [at his own
    expense]{.underline} shall have each employee receive the following
    health exams prior to employment and either yearly or at intervals
    required by the applicable industry law, whichever is more frequent.
    The result of these exams will be given to the Embassy's Post
    Medical Officer (PMO) for review. No employee may work in the
    Cafeteria without the PMO's approval.

\(a\) Chest x-ray

\(b\) Exam of: Mouth, Lungs, Skin.

\(c\) Blood Test

\(d\) Urine Test

\(e\) Stool Test

F. [Personnel and Supervision]{.underline}.

\(1\) The Licensee shall employee enough personnel to maintain sanitary
conditions and satisfactory service which will ensure prompt and
efficient service at all times. All employees shall be sober,
conscientious, neat, and courteous. The Licensee shall at all times
provide adequate staff of food service employees to perform the varied
and essential duties inherent to a successful food service operation.

\(2\) The Licensee shall require that each employee assigned to work
under this Agreement sign, or otherwise acknowledge, a statement that he
or she is neither employed by the Licensor/Embassy and is not entitled
to any rights nor benefits of the Licensor/Embassy.

\(3\) Licensee employees must be approved by Embassy security before
working under this Agreement. The Licensee shall furnish personal
history forms of all employees the Licensee proposes to work under this
Agreement. These forms are available from the Embassy.

\(4\) The Licensee shall employ a full-time manager, unless the Licensee
is an individual.

\(5\) The Licensee's employees shall wear a distinctive item of clothing
such as a badge, cap, armband, blouse, or uniform as a means of
identification when they are in the building. The Licensee's employees
shall wear proper uniforms, including hair nets and/or head covers when
they are performing their duties in the building. Legible nameplates
identifying each employee shall be displayed as part of the uniform.

\(6\) The Licensee's employees shall be required to change their
clothing in a designated area/room and to maintain it in a neat and
clean condition.

\(7\) Employees of the Licensee shall be fully capable of performing the
type of work for which they are employed.

\(8\) The Licensee shall provide adequately, trained relief personnel to
substitute for the regular employees when they are absent so that a high
quality operation will be maintained at all times.

\(9\) The Licensee and its employees shall comply with instructions
pertaining to conduct and building regulations in effect for the control
of persons in the building.

\(10\) The Licensee is required to schedule an employee training program
that will continue for the duration of this Agreement and any extensions
thereof, to ensure that employees perform their jobs with the highest
standards of efficiency and sanitation.

\(11\) All articles found by the Licensee, the Licensee's agents or
employees, or by patrons and given to the Licensee, shall be turned in
to the General Services office as lost and found items.

G. [Trash Removal]{.underline}. The Licensee shall remove trash from the
Cafeteria anytime that waste canisters are full or not less than once
after every meal; whichever is greater. Any alteration to this provision
must be directed in writing by the Licensing Officer.

H. [Rodent and Pest Control]{.underline}. The Licensee shall maintain a
clean work area free of any clutter, dirt or any material that would
attract rodents and vermin.

I. [Licensee Performed Repairs]{.underline}. The Licensor will perform
the preventive maintenance and repair of the equipment listed in Exhibit
B. The Licensee shall submit a work order to the Licensing Officer on
the Embassy's standard form for all repair requests.

J. [Cleaning and Janitorial Services]{.underline}.

\(1\) The Licensor shall provide all cleaning supplies and equipment.
Supplies are requested through the Licensing Officer on the Embassy's
expendable property request form at least five days in advance. The
Licensee shall keep records of supplies requested and used/available.

\(2\) The Licensee shall furnish labor and supervision sufficient to
maintain the cafeteria in a clean, orderly, and sanitary condition at
all times. Before beginning work the Licensee shall submit to the
Licensor the brand names or manufacturer of any materials proposed for
use in connection with the work of this Agreement. The Licensor may
reject any material that would be unsuitable for the purpose, or harmful
to the surfaces to which it is to be applied.

\(3\) The Licensee shall perform cleaning and janitorial services on a
regular schedule and shall meet the highest standards of sanitation
common to the food service industry. The Licensee shall use the
following cleaning schedule. The Licensing Officer may require increases
in this schedule if conditions require more frequent cleaning.

(a) [Food and Service Facilities and Dining Halls]{.underline}

    1.  [Daily and After Each Meal]{.underline}

Furniture: Clean and sanitize after each meal.

Floors: Clean and sanitize after each meal.

Wash basins: clean and sanitize after each meal, and change hand towels
after each meal.

Cold drink dispensers and ice cream machines: clean and sanitize daily.

Garbage: Remove after each meal.

Food Serving area: clean and sanitize after each meal.

Table cloths: (to be determined).

(b) [Kitchens]{.underline}

    1.  [Daily and After each Meal]{.underline}:

Food service preparation area: clean and sanitize after every meal.

Cookers: Clean after each meal.

Small appliances: clean and sanitize after each use.

Pots and Pans: clean and sanitize after each use.

Utensils: Clean and sanitize after each use.

Crockery: Clean and sanitize after each use.

> \(2\) [Daily Basis:]{.underline}

Walls: Clean every second day.

Refrigerator: Clean floors and shelves daily.

Chillers: Clean and sanitize, floors daily.

Freezers: Clean and sanitize floors daily.

2.  [Weekly]{.underline}:

Windows: Clean weekly.

Refrigerator: sanitize weekly.

Clean hoods and filters in kitchen.

Freezers: Clean and sanitize shelves weekly.

3.  [Monthly]{.underline}:

Exhaust system for cooker: check and clean at a minimum once each month.

Freezers: Clean and sanitize walls once each month.

Chillers: Clean and sanitize walls once each month.

4.  [Quarterly]{.underline}.

Strip and wax all resilient tiles.

5.  [Semi-annually]{.underline}.

Perform cleaning of exhaust pipes.

Clean the tile walls in kitchen and dining areas.

Clean all fans and ventilators.

(4). Failure to keep any of the facilities in a clean condition may
result in the withdrawal of the privilege of using such facilities. In
addition, the Licensing Officer may have the facility cleaned by other
means and charge the cost of such work to the Licensee.

K. [Security areas]{.underline}. The Licensee shall be responsible for
the security of all areas under the jurisdiction of the Licensee.
Designated employees shall have the responsibility for determining that
all equipment has been turned off, windows are closed, lights and fans
turned off, and doors locked when the cafeteria is closed. The Licensee
shall make a matter of a daily report to the Guard office upon leaving
the building. A key shall be available for emergency use only in the
building security office.

L. [Hazardous conditions]{.underline}. The Licensee shall eliminate
unsanitary or hazardous conditions that are dangerous to anyone using
the food facility. This shall include any employee, agent or
representative to the Licensee, Embassy employee or other patrons of the
food service facility for any portion of the facility that is under the
jurisdiction of the Licensee.

M. [Liability]{.underline}. The Licensor will not be responsible in any
way for damage or loss/occasioned by fire, theft, accident, or otherwise
to the Licensee's stored supplies, materials or equipment, or the
employees' personal belongings. The Licensee shall report any personal
injury or physical damage to the building or equipment resulting from
fire or other causes to the Licensing Officer immediately.

N. [Fire and civil defense drills]{.underline}. The Licensee shall
notify the fire department in the event of fire. All of the employees of
the Licensee shall be organized and trained to participate in fire and
civil defense drills including the reporting of fires. This shall be
accomplished with the cooperation of the Facilities Maintenance Officer
and the Regional Security Officer.

O. [Billing Procedures]{.underline}: Patrons will pay in Hrivnas. The
Embassy will make no payments to the Licensee.

P. [Inventories]{.underline}:

\(1\) The Licensee will be asked to sign for the inventory of the
Licensor-provided equipment and supplies located behind the counter in
the kitchen, as listed in Exhibit B, of this Agreement. The Licensee
shall exercise reasonable care in the use of facilities, equipment, and
supplies and return the same in good condition when the Agreement ends.
The Licensee shall not be liable for normal wear and tear or damage
beyond its control. Should the Licensee wish to install or use locked
facilities it must obtain GSO approval and leave keys with the security
office.

\(2\) [Flatware, China and Glassware Inventories]{.underline}: Once a
month on the first Wednesday of the month, the Licensee shall provide an
inventory of all Flatware , China and Glassware in the Cafeteria.
Included in this inventory will be a listing of the Employees who took
any of these items out of the Cafeteria.

**V.**. **[RESPONSIBILITIES OF THE LICENSOR]{.underline}**.

A. [Agreement to Operate the Facility]{.underline}. The Licensor agrees
to grant to the Licensee the right to establish, manage, and operate a
cafeteria in the American Embassy to prepare and sell food, nonalcoholic
beverages and such other products as the Licensor may authorize.

B. The Licensor will provide space for operations under the Agreement,
as indicated. It will provide adequate ingress and egress, including a
reasonable use of existing elevators, corridors, passageways, driveways,
and loading platforms. The Licensor will provide space heating, space
lighting, ventilation, and the utilities. In addition, the licensor
will:

\(1\) Make such improvements and alterations as it may deem necessary,
including improvements and alterations necessary to conform to
applicable sanitary requirements.

\(2\) Maintain and repair building structure in areas assigned for the
Licensee's use, including:

-   painting and redecoration;

-   maintenance or gas, water, steam, sewer, and electrical lines;

-   ventilation, electrical lighting fixtures (including relamping);

-   floors and floor coverings; and

-   walls and ceilings.

The Licensee shall bear the expenses of repairs necessary because of
negligence on the part of the Licensee or its employees.

\(3\) At its own expense, provide, install, and permit the Licensee to
use the equipment listed, and additional equipment of a similar type
when required for any expansion approved by the Licensing Officer. The
Licensor will replace equipment that it has provided, as it deems
necessary. Subject to adequate operation and handling of equipment by
the Licensee, the Licensor will replace component parts of, and make
repairs to such equipment.

C. [Licensor-owned Equipment]{.underline}. Licensor-furnished equipment
is listed in Exhibit B. The Licensor will provide all major equipment
items, flatware, china and glassware, along with all consumable cleaning
supplies, and distilled/bottled water for cooking.

**VI.** **[RIGHTS AND AUTHORITY OF THE LICENSOR]{.underline}**

A. [Oversight]{.underline}. The Licensing Officer shall oversee the
quality of the services provided by the Licensee and the reasonableness
of the prices charged. The Licensing Officer may advise the Licensee
from time to time of any source of dissatisfaction and request
correction.

B. [Public Space]{.underline}. The Licensor reserves the right to use
dining areas and other public spaces at other than serving periods, for
meetings of Licensor employees or other assemblies. After each use, the
Licensor will clean and rearrange the space without expense to the
Licensee.

**VII.**. **[RESTRICTIONS]{.underline}**

A. [Equipment]{.underline}. Unless otherwise permitted by the Licensing
Officer, the Licensee shall not install equipment other than that
specified in this Agreement or remove any Licensor-owned equipment from
the premises.

B. [Patronage]{.underline}. The facilities and services provided in this
Agreement are for the benefit and convenience of Embassy employees. The
Licensor may regulate patronage from other sources.

C. [Embassy Holidays]{.underline}. No work shall be performed on Embassy
holidays. Exhibit C provides a listing of scheduled American & Ukrainian
holidays observed by the Embassy.

D. [Facilities]{.underline}. The physical facilities within the Embassy
shall not be used in connection with operations not included in the
Agreement. The Licensee may, however, utilize centralized food
preparation and storage sources located elsewhere and bring goods to the
Embassy daily.

**VIII.** **[DEFINITIONS]{.underline}** The following definitions
pertain to this Agreement.

A. American Embassy Kiev: American Embassy Kiev is interchangeable with
\"Licensor\" and \"The Embassy.\"

B. ERA: A private welfare and cooperative association of American
Embassy employees and their dependents.

C. Cafeteria Committee: A committee of Embassy employees formed to
represent staff food service interests.

D. Licensing Officer: \"Licensing Officer\" means a person with the
authority to enter into, administer, and/or terminate Agreements and
make related determination and findings.

E. Licensee: \"Licensee\" means the individual or company that has
entered into an Agreement with the Embassy. \"Offer\" means a response
to a solicitation that, if accepted, would bind the offeror to perform
the resultant Agreement.

F. RSO: Regional Security Office of the AMERICAN Embassy.

G. GSO: General Services Office of the AMERICAN Embassy.

H. PMO: Post Medical Officer.

**EXHIBIT B**

**LICENSOR-FURNISHED EQUIPMENT/MATERIALS**

**1. Chancery, 10 Y.Kotsyubynskogo St.**

  -------------------------------------------------------- --------------
  ***Equipment***                                          

  Dinner tables                                            9

  Chairs                                                   34

  Stereo system                                            1

  TV                                                       1

  VCR                                                      1

  Water filter                                             1

  Salad bar                                                1

  Refrigerated unit (double)                               1

  Freezer                                                  1

  Freezer for ice                                          1

  Refrigerated unit PEPSI                                  1

  Table - refrigerated unit                                1

  Stove 4 plates w/ oven                                   1

  Grill                                                    1

  Metal table                                              3

  Little table                                             1

  Dish shelf                                               5

  Drawing out unit                                         1

  Microwave                                                1

  Dishwasher                                               1

  Sink                                                     1

  Hand-cart                                                1

  Serving table                                            1

  Hot plate                                                1

  Cash desk                                                1

  Bonamat Mondo 1 coffee maker                             1

  Steamer                                                  1

  Electro-opener                                           1

  Toaster Mulinex                                          2

  Pressure cooker                                          1

  Thermos for soup (kettle)                                1

  Blender                                                  1

  Blender - out of order                                   1

  Coffee grinder                                           1

  Slicer                                                   1

  ***Kitchen tools***                                      

  Glass cookware                                           5

  Opener                                                   2

  Knife large                                              7

  Knife small                                              8

  Knife sharpener                                          1

  Sharpening stone                                         1

  Potato peeler                                            4

  Measuring cups                                           4

  Tongs                                                    10

  Serving spoons                                           6

  Meat tenderizer (metal)                                  2

  Meat tenderizer (wooden)                                 1

  Egg beater                                               3

  Small spatula                                            4

  Large spatula                                            7

  Meat cleaver                                             1

  Soup ladle                                               3

  Rolling pin                                              1

  Tray                                                     1

  Cutting board                                            4

  Silverware container                                     1

  Bread basket                                             3

  Hot pads (worn on hands)                                 4

  Garlic press                                             1

  Serving forks                                            2

  Masher                                                   1

  Wooden spoon                                             2

  Scraper for grill                                        1

  Straining spoon                                          1

  Cocktail cup                                             5

  Vegetable container                                      1

  Oval stew pan                                            1

  Extra container for food processor                       1

  Ice tray (plastic)                                       2

  Ice tray (metal)                                         9

  Large cooking pan                                        2

  Medium cooking pan                                       3

  Small cooking pan                                        1

  Strainer                                                 1

  3 liter container                                        8

  5 liter container                                        3

  8 liter container                                        6

  Cookie sheet                                             6

  Frying pan                                               8

  Stew pan                                                 2

  Plastic bowl                                             1

  Plastic container                                        2

  Pie-pan                                                  6

  Metal container                                          5

  Spice rack                                               6

  Tupperware                                               36

  Pitcher                                                  3

  Large measuring cup                                      1

  Funnel                                                   1

  Grader                                                   5

  ***Dishes***                                             

  Soup bowl                                                39

  Salad bowl                                               42

  Dinner plate                                             20

  Soup plate                                               24

  Small saucers                                            2

  Regular saucers                                          2

  Fruit plate                                              1

  Glasses                                                  20

  Big glasses                                              11

  Dinner plate                                             32

  Soup plate                                               32

  Dessert plate                                            32

  Cup                                                      32

  Saucer                                                   32

  ***Silverware***                                         

  Teaspoon                                                 20

  Knives                                                   28

  Spoons                                                   46

  Forks                                                    35
  -------------------------------------------------------- --------------

**2. Artyom Business Center annex, 4 Glybochytska St.**

  -------------------------------------------------------- --------------
  ***Equipment***                                          

  Krups Orchestro espresso/cappuccino machine              1

  Bonamat HWA 20 hot water heater                          1

  Bonamat Mondo 2 coffee maker                             1

  Combi-steamer CD61 Rational 10KW/380/3                   1

  Electric range 4 plate 8KW                               1

  Fri-top 6KW                                              1

  Refrigerated cabinet                                     1

  Meat chopper                                             1

  Slicer                                                   1

  Sinks                                                    2

  Storage freezer                                          1

  Dishwasher                                               1

  Cash desk                                                1

  Clear Water dispenser                                    1

  Dish shelf                                               1

  Microwave                                                1

  ***Dishes***                                             

  Big bowl                                                 15

  Round dishes                                             15

  Dinner plates                                            90

  Soup plate                                               90

  Tumblers 25cl                                            90

  Tumblers 16cl                                            90

  Dessert plate                                            90

  Cup                                                      90

  Saucer                                                   90

  Trays                                                    

  ***Silverware***                                         

  Teaspoons                                                96

  Dinner Knives                                            96

  Dinner Spoons                                            96

  Dinner Forks                                             96

  Cake Forks                                               96

  Small Meat Forks                                         16

  Salad Sets                                               8

  Sugar Tongs                                              8

  Gravy Ladles                                             8

  Sugar Spoons                                             8

  Soup Ladles                                              8

  Cake Servers                                             8

  Serving Spoons                                           24
  -------------------------------------------------------- --------------

**EXHIBIT C**

**HOLIDAYS SCHEDULE**

[Holidays in 2003]{.underline}

The Cafeteria will be closed on the following official holidays observed
by the American Embassy Kiev, Ukraine. Each year the Licensor will
provide similar listing of holidays.

Date Day Country Holiday

January 1 Wednesday U.S. / Ukraine New Year

January 7 Tuesday Ukraine Orthodox Christmas

January 20 Monday U.S. Martin Luther King Day

February 17 Monday U.S. President's Day

March 8 Saturday Ukraine International Women's Day

\*March 10 Monday Ukraine International Women's Day

April 27 Sunday Ukraine Orthodox Easter

\*April 28 Monday Ukraine Orthodox Easter

## May 1, 2 Thurs., Fri Ukraine International Labor Day

May 9 Friday Ukraine Victory Day

May 26 Monday U.S. Memorial Day

June 15 Sunday Ukraine Holy Trinity

\*June 16 Monday Ukraine Holy Trinity

June 28 Saturday Ukraine Constitution Day

\*June 30 Monday Ukraine Constitution Day

July 4 Friday U.S. Independence Day

August 24 Sunday Ukraine Independence Day

\*August 25 Monday Ukraine Independence Day

September 1 Monday U.S. Labor Day

# October 13 Monday U.S. Columbus Day

# November 11 Tuesday U.S. Veterans' Day

November 27 Thursday U.S. Thanksgiving Day

December 25 Thursday U.S. Christmas Day

\* Observed

The Cabinet of Ministers of Ukraine and Embassy may make additional
changes in the holiday schedule during the year.

ENCLOSURE 2

**TENDER PREPARATION INSTRUCTIONS, EVALUATION OF TENDERS, AND AWARD
SELECTION**

**I.**. **[INSTRUCTIONS ON TENDER PREPARATION]{.underline}**

A. [General Information]{.underline} Submit an original and ten copies
of the tender, prepared in such format and detail as to enable the
Licensor to make a thorough evaluation. **The tender must be written in
English.** The tender package shall be sealed in an envelope and clearly
identify company name and manager and address. Identify and explain any
deviations, exceptions, or assumptions taken regarding any of the
instructions or requirements.

B. [Submission Deadline]{.underline}. Submit the complete tender by
***17:00 on April25, 2003*** to:

*Patrick Ellsworth, A/GSO*

*U.S.Embassy Kiev, Ukraine*

*Artyom Business Center*

*4 Glybochytska St.*

C. [Contents of Tender]{.underline}. The first part of the tender will
address general information about the person/firm submitting the tender,
including experience and references. The second part of the tender will
address the performance requirements.

EACH TENDER MUST BE SIGNED BY A PERSON AUTHORIZED TO BIND THE FIRM.
ACKNOWLEDGE ANY AMENDMENTS TO THIS INVITATION TO TENDER IN THE FIRST
PART OF THE TENDER SO THE EVALUATORS CAN BE CERTAIN THAT THE TENDER
REFLECTS ANY CHANGES TO TERMS AND CONDITIONS.

Address the following areas in the order shown below:

[Part I - General Information]{.underline}

(a). [Prior Quality of Service and Experience]{.underline}. List all
contracts and Licensing Agreements your company has held over the past
three years for the same or similar work. Provide customer's name,
address, and telephone numbers, dates, and number of personnel providing
the services, dollar value and financial arrangements, brief description
of the work, and any terminations and the reason for termination.

\(b\) [Financial Capability]{.underline}. Describe your company's
financial condition and capability. State what percentage of your
company's estimated total business the work under this solicitation
would entail during the period of any Agreement. Provide a current
financial statement. Describe any assets other than cash, accounts
receivable, land, buildings, or equipment carried on existing company
balance sheets.

\(c\) [Other General Company Information]{.underline}. Provide copies of
recent health inspections.

[Part II -- Performance Required]{.underline}

\(a\) [Menu cycle and variety]{.underline}.

\(1\) State the length of your menu cycle and how often it changes
throughout the year. Provide the complete menu cycle that you will
implement, showing selling prices. Include your policy for featured
specials, promotional events, and merchandising practices. Summarize the
number of daily items under each food category, such as luncheon
entrees, vegetables, salads, desserts, beverages, soups, bread and
rolls, breakfast items, sandwiches, specials, grill items, etc.
Summarize the total number of different items in each category for the
complete menu cycle.

\(2\) For purposes of putting together offers, the following historical
information may be of use:

-   Consistently the Salad Bar is a primary item wanted in the
    Cafeteria.

-   Lunch and breakfast specials and business lunch combos make up the
    greatest share of sales.

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-   Establishing a menu line directed toward traditional Ukrainian
    dishes and priced for Ukrainian may increase the number of
    non-American patrons to the cafeteria.

-   Many people prefer half-portions.

-   There is a steady demand for vegetarian dishes.

-   The Embassy believes a varied menu serving food for both American
    and Ukrainian patrons will attract a larger clientele.

\(b\) [Menu portion, prices and standard unit measurement
price]{.underline}. State your pricing policies and procedures for
establishing portion sizes and prices. Provide a complete menu price and
portion book.

\(c\) [Sanitation]{.underline}. Include standards, operating
requirements, sanitation training programs, inspection procedures,
frequency schedules, and management reports.

\(d\) [Licensee's Maintenance, Use and Inventory Programs]{.underline}.
Discuss use and inventory programs for all equipment and supplies used
in performance of the Agreement. A preventative maintenance program
shall include repairs, replacement, and other capital rehabilitation
work.

D. [Additional Procedures]{.underline}

\(1\) [Amendment of Invitation to Tender]{.underline}. If this
Invitation to Tender is amended, all terms and conditions not amended
remain unchanged.

\(2\) [Media of Tenders]{.underline}. Telegraphic and facsimile tenders
are not acceptable. After receipt of tenders, negotiations may be held.
Additionally, individuals/companies submitting tenders may be requested
to provide an oral presentation or even food/beverage samples.

\(3\) [Timeliness of Tenders]{.underline}. Tenders must be received at
the place designated for receipt of tenders, not later than the time and
date specified in this Invitation to Tender. No tender received after
the due date and time will be considered.

E. [Site Visits and Conference]{.underline}. The Embassy will arrange
for a site visit and conference on ***April 16, 2003 (Chancery -- at
14:00, ABC -- at 15:30, conference at ABC -- at 16:30)*.** Interested
parties should register by calling ***Oleg Polozov, tel: 490-4238*.** At
that time, the caller will be advised regarding where they shall meet.
The conference is intended to provide interested parties with the
opportunity to discuss the requirements of this Invitation to Tender and
the site visits will allow interested parties to view the areas in which
the cafeteria operations will take place. Interested parties are urged
to submit written questions using the address provided in the cover
letter to this Invitation to Tender at least one day before the date of
the conference.

**II. [EVALUATION OF TENDERS AND SELECTION FOR AWARD]{.underline}**

A. [Evaluation]{.underline}. To be acceptable and eligible for
evaluation, tenders must be prepared following the instructions in
Section I above and must meet all the requirements set forth in the
other sections of this Invitation to Tender. All tenders will be
evaluated using the information presented as requested above in Section
I.C., \"Instructions on Tender Preparation - Contents of Tender\".

B. [Selection for Award]{.underline}. Award selection will be based on
the best approach, taking into consideration the desire for quality
service at reasonable menu prices, in combination with past service
quality and experience. The Embassy may award this Agreement solely on
the basis of the evaluation of the initial offers, without any
negotiations, request for samples, or oral presentations. Therefore,
tenders should be submitted on the most favorable terms possible.