tandard Request for Proposals
Edited by C. Fletcher (Aug 10, 2011) – For submission to HOPs (July 28, 2011)
SELECTION OF CONSULTANTS REQUEST FOR PROPOSALS
RFP No.: [……………. /UPHSSP/INTERNAL AUDIT/RFP/2019-20 DATED ………………]
Hiring of a Chartered Accountant Firm for Internal Audit Services of PSU, UPHSSP and 52 Hospitals of Uttar Pradesh
Client: Uttar Pradesh Health Systems Strengthening Project, Lucknow Country: India
Project: Uttar Pradesh Health Systems Strengthening Project Issued on ….-05-2019
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Preface
This Request for Proposals (“RFP”) has been prepared by the Client and is based on the Standard Request for Proposals (“SRFP”) issued by the World Bank1 (“the Bank”), dated September 2011.
The SRFP reflects the structure and the provisions of the Master Procurement Document for Selection of Consultants (“Master Document”) prepared by participating Multilateral Development Banks (MDBs), except where specific considerations within the respective institutions have required a change.
[Notes to Client: In the case of assignments related to Information Communication Technology (“ITC”), users are encouraged to familiarize themselves with the SRFP and with the World Bank’s Information Technology (IT) Standard Bidding Documents, including related guidance of the World Bank (www.worldbank.org/procure), to determine which type of procurement document is more appropriate depending on the specifics of each case.]
1 References in this SRFP to the “World Bank” or “Bank” include both the International Bank for Reconstruction and Development (IBRD) and International Development Association (IDA). Standard Request for Proposals
TABLE OF CLAUSES
PART I–SELECTION PROCEDURES AND REQUIREMENTSError! Bookmark not defined.
Section 1. Letter of Invitation ............................................................................................1
Section 2. Instructions to Consultants and Data Sheet ......................................................3
A. General Provisions ...................................................................................................3
1. Definitions.................................................................................................................3
2. Introduction ...............................................................................................................5
3. Conflict of Interest .....................................................................................................5
4. Unfair Competitive Advantage...................................................................................6
5. Corrupt and Fraudulent Practices ...............................................................................6
6. Eligibility...................................................................................................................7
B. Preparation of Proposals .........................................................................................9
7. General Considerations .....................................................................................9 8. Cost of Preparation of Proposal .........................................................................9 9. Language ..........................................................................................................9 10. Documents Comprising the Proposal.................................................................9 11. Only One Proposal ............................................................................................9 12. Proposal Validity ..............................................................................................9 13. Clarification and Amendment of RFP..............................................................10 14. Preparation of Proposals – Specific Considerations .........................................11 15. Technical Proposal Format and Content ..........................................................12 16. Financial Proposal...........................................................................................12
C. Submission, Opening and Evaluation ...................................................................13
17. Submission, Sealing, and Marking of Proposals .............................................13 18. Confidentiality ................................................................................................14 19. Opening of Technical Proposals ......................................................................14 20. Proposals Evaluation.......................................................................................15 21. Evaluation of Technical Proposals...................................................................15 22. Financial Proposals for QBS ...........................................................................15 23. Public Opening of Financial Proposals (for QCBS, FBS, and LCS methods) ...15 24. Correction of Errors ........................................................................................16 25. Taxes ..............................................................................................................17 26. Conversion to Single Currency........................................................................17 27. Combined Quality and Cost Evaluation...........................................................17
D. Negotiations and Award ........................................................................................18
28. Negotiations....................................................................................................18 29. Conclusion of Negotiations .............................................................................19 30. Award of Contract...........................................................................................19
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E. Data Sheet .............................................................................................................. 20
Section 3. Technical Proposal – Standard Forms ........................................................... 31 Checklist of Required Forms ................................................................................31 Form TECH-1: Technical Proposal Submission Form...........................................32 Form TECH-2 (FTP): Consultant’s Organization and Experience .........................35 Form TECH-3 (FTP): Comments and Suggestions on Terms of Reference, Counterpart Staff, and Facilities to be Provided by Client .....................................37 Form TECH-4 (FTP): Description of Approach, Methodology, and Work Plan in Responding to the Terms of Reference..................................................................38 Form TECH-4 (STP): Description of Approach, Methodology, and Work Plan in Responding to the Terms of Reference..................................................................39 Form TECH-5 (FTP/STP): Work Schedule and Planning for Deliverables............40 Form TECH-6 (FTP/STP): Team Composition, Assignment, and Key Experts’ Time Input; and CV Form 41
Section 4. Financial Proposal - Standard Forms............................................................. 45 Section 5. Eligible Countries ............................................................................................ 57 Section 6. Bank Policy – Corrupt and Fraudulent Practices .......................................... 59 Section 7. Terms of Reference ......................................................................................... 61
PART II –CONDITIONS OF CONTRACT AND CONTRACT FORMSError! Bookmark not defined. Section 8. Conditions of Contract and Contract Forms .... Error! Bookmark not defined.
1. .............................................................................................................................T ime-Based Form of Contract ................................... Error! Bookmark not defined.
2. .............................................................................................................................L ump-Sum Form of Contract .................................................................................. 71 Section 1. Letter of Invitation
Ref. ………./UPHSSP/ INTERNAL AUDIT-RFP/2019-20 Dated ……………….
To, ………………………. ……………………………. ………………………………..
Sub: Request for submission of Technical and Financial Proposal on the prescribed format for Internal Audit Services in UPHSSP, PSU & 52 Hospitals of Uttar Pradesh
1. The Government of India, New Delhi, India (hereinafter called ”Borrower”) has received financing from the International Development Association (IDA) (the “Bank”) in the form of a Credit No 5033-IN (hereinafter called “credit”) toward the cost of Uttar Pradesh Health Systems Strengthening Project. The Uttar Pradesh Health Systems Strengthening Project, an implementing agency of the Client, intends to apply a portion of the proceeds of this credit to eligible payments under the contract for which this Request for Proposals is issued.
2. The Client now invites proposals to provide the following consulting services (hereinafter called “Services”): Hiring of a Chartered Accountant Firm for Internal Audit Services in UPHSSP, PSU & 52 Hospitals of Uttar Pradesh. More details on the Services are provided in the Terms of Reference (Section 7).
3. This Request for Proposals (RFP) has been addressed to the shortlisted Consultants:
4. It is not permissible to transfer this invitation to any other firm.
5. A firm will be selected under [Consultant Qualification Based Selection -CQS ] procedures and in a Full Technical Proposal (FTP) format as described in this RFP, in accordance with the policies of the Bank detailed in the Consultants’ Guidelines which can be found at the following website: www.worldbank.org/procure.
6. The RFP includes the following documents:
Section 1 - Letter of Invitation Section 2 - Instructions to Consultants and Data Sheet
Section 3 - Technical Proposal (FTP) - Standard Forms with an affidavit in appendix-E Section 4 - Financial Proposal - Standard Forms Section 5 – Eligible Countries Section 6 – Bank’s Policy – Corrupt and Fraudulent Practices Section 7 - Terms of Reference Section 8 - Standard Forms of Contract (Lump-Sum)
7. Please inform us by ………/06/2019 in writing to the Project Director - Uttar 1|Page Section 1. Letter of Invitation Pradesh Health Systems Strengthening Project, SIHFW Campus, Block-C, Indira Nagar, Lucknow – 226016, Uttar Pradesh, India, by facsimile 0522-2340538, or by E-mail apd.uphssp@gmail.com
(a) that you have received the Letter of Invitation; and (b) whether you intend to submit a proposal alone or intend to enhance your
experience by requesting permission to associate with other firm(s) (if permissible under Section 2, Instructions to Consultants (ITC), Data Sheet.
8. Details on the proposal’s submission date, time and address are provided in the bid data sheet
Note: Certified copy of agreement/work orders showing the address of the client, email id, phone no. fax no. and consultancy fee (with break-up of consultants rates) for the assignment should be attached. If documents were found fake/false on verification, the firm will be eliminated from technical evaluation and action will be taken for blacklisting of the firm, beside information to the World Bank and other controlling institutions}
Yours sincerely,
(Dr. Harsh Sharma) Additional Project Director Section 2. Instructions to Consultants and Data Sheet
[“Notes to the Client”: this Section 2 - Instructions to Consultants shall not be modified. Any necessary changes, acceptable to the Bank, to address specific country and project issues, to supplement, but not over-write,the provisions of the Instructions to Consultants (ITC), shall be introduced through the Data Sheet only. “Notes to the Client” should be deleted from the final RFP issued to the shortlisted Consultants].
A. General Provisions
1. Definitions (a) “Affiliate(s)” means an individual or an entity that directly or indirectly controls, is controlled by, or is under common control with the Consultant.
(b) “Applicable Guidelines” means the policies of the Bank governing the selection and Contract award process as set forth in this RFP.
(c) “Applicable Law” means the laws and any other instruments having the force of law in the Client’s country, or in such other country as may be specified in the Data Sheet, as they may be issued and in force from time to time.
(d) “Bank” means the International Bank for Reconstruction and Development (IBRD) or the International Development Association (IDA).
(e) “Borrower” means the Government, Government agency or other entity that signs the financing agreement with the Bank.
(f) “Client” means the implementing agency that signs the Contract for the Services with the selected Consultant.
(g) “Consultant” means a legally-established professional consulting firm or an entity that may provide or provides the Services to the Client under the Contract.
(h) “Contract” means a legally binding written agreement signed between the Client and the Consultant and includes all the attached documents listed in its Clause 1 (the General Conditions of Contract (GCC), the Special Conditions of Contract (SCC), and the Appendices).
(i) “Data Sheet” means an integral part of the Instructions to Consultants (ITC) Section 2 that is used to reflect specific country and assignment conditions to supplement, but not to over-write, the provisions of the ITC.
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(j) “Day” means a calendar day.
(k) “Experts” means, collectively, Key Experts, Non-Key Experts, or any other personnel of the Consultant, Sub- consultant or Joint Venture member(s).
(l) “Government” means the government of the Client’s country.
(m)“Joint Venture (JV)” means an association with or without a legal personality distinct from that of its members, of more than one Consultant where one member has the authority to conduct all business for and on behalf of any and all the members of the JV, and where the members of the JV are jointly and severally liable to the Client for the performance of the Contract.
(n) “Key Expert(s)” means an individual professional whose skills, qualifications, knowledge and experience are critical to the performance of the Services under the Contract and whose CV is taken into account in the technical evaluation of the Consultant’s proposal.
(o) “ITC” (this Section 2 of the RFP) mean the Instructions to Consultants that provides the shortlisted Consultants with all information needed to prepare their Proposals.
(p) “LOI” (this Section 1 of the RFP) means the Letter of Invitation being sent by the Client to the shortlisted Consultants.
(q) “Non-Key Expert(s)” means an individual professional provided by the Consultant or its Sub-consultant and who is assigned to perform the Services or any part thereof under the Contract and whose CVs are not evaluated individually.
(r) “Proposal” means the Technical Proposal and the Financial Proposal of the Consultant.
(s) “RFP” means the Request for Proposals to be prepared by the Client for the selection of Consultants, based on the SRFP.
(t) “SRFP” means the Standard Request for Proposals, which must be used by the Client as the basis for the preparation of the RFP.
(u) “Services” means the work to be performed by the 2. Introduction Section 2. Instructions to Consultants
3. Conflict of Consultant pursuant to the Contract. Interest (v) “Sub-consultant” means an entity to whom the Consultant intends to subcontract any part of the Services while remaining responsible to the Client during the performance of the Contract.
(w) “TORs” (this Section 7 of the RFP) means the Terms of Reference that explain the objectives, scope of work, activities, and tasks to be performed, respective responsibilities of the Client and the Consultant, and expected results and deliverables of the assignment.
2.1 The Client named in the Data Sheet intends to select a Consultant from those listed in the Letter of Invitation, in accordance with the method of selection specified in the Data Sheet.
2.2 The shortlisted Consultants are invited to submit a Technical Proposal and a Financial Proposal, or a Technical Proposal only, as specified in the Data Sheet, for consulting services required for the assignment named in the Data Sheet. The Proposal will be the basis for negotiating and ultimately signing the Contract with the selected Consultant.
2.3 The Consultants should familiarize themselves with the local conditions and take them into account in preparing their Proposals; including attending a pre-proposal conference if one is specified in the Data Sheet. Attending any such pre-proposal conference is optional and is at the Consultants’ expense.
2.4 The Client will timely provide, at no cost to the Consultants, the inputs, relevant project data, and reports required for the preparation of the Consultant’s Proposal as specified in the Data Sheet.
3.1 The Consultant is required to provide professional, objective, and impartial advice, at all times holding the Client’s interests paramount, strictly avoiding conflicts with other assignments or its own corporate interests, and acting without any consideration for future work.
3.2 The Consultant has an obligation to disclose to the Client any situation of actual or potential conflict that impacts its capacity to serve the best interest of its Client. Failure to disclose such situations may lead to the disqualification of the Consultant or the termination of its Contract and/or sanctions by the Bank.
3.2.1 Without limitation on the generality of the
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a. Conflicting foregoing, the Consultant shall not be hired under the activities circumstances set forth below:
b. Conflicting (i) Conflict between consulting activities and procurement assignments of goods, works or non-consulting services a firm that c. Conflicting has been engaged by the Client to provide goods, works, relationships or non-consulting services for a project, or any of its Affiliates, shall be disqualified from providing 4. Unfair consulting services resulting from or directly related to Competitive those goods, works, or non-consulting services. Advantage Conversely, a firm hired to provide consulting services for the preparation or implementation of a project, or 5. Corrupt and any of its Affiliates, shall be disqualified from subsequently providing goods or works or non- consulting services resulting from or directly related to the consulting services for such preparation or implementation.
(ii) Conflict among consulting assignments: a Consultant (including its Experts and Sub-consultants) or any of its Affiliates shall not be hired for any assignment that, by its nature, may be in conflict with another assignment of the Consultant for the same or for another Client.
(iii) Relationship with the Client’s staff: a Consultant (including its Experts and Sub-consultants) that has a close business or family relationship with a professional staff of the Borrower (or of the Client, or of implementing agency, or of a recipient of a part of the Bank’s financing)who are directly or indirectly involved in any part of (i) the preparation of the Terms of Reference for the assignment, (ii) the selection process for the Contract, or (iii) the supervision of the Contract, may not be awarded a Contract, unless the conflict stemming from this relationship has been resolved in a manner acceptable to the Bank throughout the selection process and the execution of the Contract.
4.1 Fairness and transparency in the selection process require that the Consultants or their Affiliates competing for a specific assignment do not derive a competitive advantage from having provided consulting services related to the assignment in question. To that end, the Client shall indicate in the Data Sheet and make available to all shortlisted Consultants together with this RFP all information that would in that respect give such Consultant any unfair competitive advantage over competing Consultants.
5.1 The Bank requires compliance with its policy in regard to Section 2. Instructions to Consultants
Fraudulent corrupt and fraudulent practices as set forth in Section 6. Practices 6. Eligibility 5.2 In further pursuance of this policy, consultant shall permit and shall cause its agents, Experts, Sub-consultants, sub-contractors, a. Sanctions services providers, or suppliers to permit the Bank to inspect all b. Prohibitions accounts, records, and other documents relating to the submission of the Proposal and contract performance (in case of an award), and to have them audited by auditors appointed by the Bank.
6.1 The Bank permits consultants (individuals and firms, including Joint Ventures and their individual members) from all countries to offer consulting services for Bank-financed projects.
6.2 Furthermore, it is the Consultant’s responsibility to ensure that its Experts, joint venture members, Sub-consultants, agents (declared or not), sub-contractors, service providers, suppliers and/or their employees meet the eligibility requirements as established by the Bank in the Applicable Guidelines.
6.3 As an exception to the foregoing Clauses 6.1 and 6.2 above:
6.3.1 A firm or an individual sanctioned by the Bank in accordance with the above Clause 5.1 or in accordance with “Anti-Corruption Guidelines” shall be ineligible to be awarded a Bank-financed contract, or to benefit from a Bank-financed contract, financially or otherwise, during such period of time as the Bank shall determine. The list of debarred firms and individuals is available at the electronic address specified in the Data Sheet.
6.3.2 Firms and individuals of a country or goods manufactured in a country may be ineligible if so indicated in Section 5 (Eligible Countries) and:
(a) as a matter of law or official regulations, the Borrower’s country prohibits commercial relations with that country, provided that the Bank is satisfied that such exclusion does not preclude effective competition for the provision of Services required; or
(b) by an act of compliance with a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations, the Borrower’s Country prohibits any import of goods from that country or any payments to any country, person, or entity in that country.
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c. Restrictions for 6.3.3Government-owned enterprises or institutions in the Government- Borrower’s country shall be eligible only if they can owned establish that they (i) are legally and financially Enterprises autonomous, (ii) operate under commercial law, and (iii) that they are not dependent agencies of the Client d. Restrictions for public employees To establish eligibility, the government-owned enterprise or institution should provide all relevant documents (including its charter) sufficient to demonstrate that it is a legal entity separate from the government; it does not currently receive any substantial subsidies or budget support; it is not obligated to pass on its surplus to the government; it can acquire rights and liabilities, borrow funds, and can be liable for repayment of debts and be declared bankrupt; and it is not competing for a contract to be awarded by the government department or agency which, under the applicable laws or regulations, is its reporting or supervisory authority or has the ability to exercise influence or control over it.
6.3.4 Government officials and civil servants of the Borrower’s country are not eligible to be included as Experts in the Consultant’s Proposal unless such engagement does not conflict with any employment or other laws, regulations, or policies of the Borrower’s country, and they
(i) are on leave of absence without pay, or have resigned or retired;
(ii) are not being hired by the same agency they were working for before going on leave of absence without pay, resigning, or retiring
(in case of resignation or retirement, for a period of at least 6 (six) months, or the period established by statutory provisions applying to civil servants or government employees in the Borrower’s country, whichever is longer. Experts who are employed by the government-owned universities, educational or research institutions are not eligible unless they have been full time employees of their institutions for a year or more prior to being included in Consultant’s Proposal.; and
(iii) their hiring would not create a conflict of interest. Section 2. Instructions to Consultants
B. Preparation of Proposals
1. General 1.1 In preparing the Proposal, the Consultant is expected to Considerations examine the RFP in detail. Material deficiencies in providing the information requested in the RFP may result in rejection of the Proposal.
2. Cost of 2.1 The Consultant shall bear all costs associated with the Preparation of preparation and submission of its Proposal, and the Client shall Proposal not be responsible or liable for those costs, regardless of the conduct or outcome of the selection process. The Client is not bound to accept any proposal, and reserves the right to annul the selection process at any time prior to Contract award, without thereby incurring any liability to the Consultant.
3. Language 3.1 The Proposal, as well as all correspondence and documents relating to the Proposal exchanged between the Consultant and the Client, shall be written in the language(s) specified in the Data Sheet.
4. Documents 4.1 The Proposal shall comprise the documents and forms Comprising the listed in the Data Sheet. Proposal 4.2 If specified in the Data Sheet, the Consultant shall include a statement of an undertaking of the Consultant to observe, in competing for and executing a contract, the Client country’s laws against fraud and corruption (including bribery).
4.3 The Consultant shall furnish information on commissions, gratuities, and fees, if any, paid or to be paid to agents or any other party relating to this Proposal and, if awarded, Contract execution, as requested in the Financial Proposal submission form (Section 4).
5. Only One 5.1 The Consultant (including the individual members of any Proposal Joint Venture) shall submit only one Proposal, either in its own name or as part of a Joint Venture in another Proposal. If a Consultant, including any Joint Venture member, submits or participates in more than one proposal, all such proposals shall be disqualified and rejected. This does not, however, preclude a Sub- consultant, or the Consultant’s staff from participating as Key Experts and Non-Key Experts in more than one Proposal when circumstances justify and if stated in the Data Sheet.
6. Proposal Validity 6.1 The Data Sheet indicates the period during which the Consultant’s Proposal must remain valid after the Proposal submission deadline.
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6.2 During this period, the Consultant shall maintain its original Proposal without any change, including the availability of the Key Experts, the proposed rates and the total price.
6.3 If it is established that any Key Expert nominated in the Consultant’s Proposal was not available at the time of Proposal submission or was included in the Proposal without his/her confirmation, such Proposal shall be disqualified and rejected for further evaluation, and may be subject to sanctions in accordance with Clause 5 of this ITC.
a. Extension of 6.4 The Client will make its best effort to complete the Validity Period negotiations within the proposal’s validity period. However, should the need arise, the Client may request, in writing, all Consultants who submitted Proposals prior to the submission deadline to extend the Proposals’ validity.
6.5 If the Consultant agrees to extend the validity of its Proposal, it shall be done without any change in the original Proposal and with the confirmation of the availability of the Key Experts.
6.6 The Consultant has the right to refuse to extend the validity of its Proposal in which case such Proposal will not be further evaluated.
b. Substitution of 6.7 If any of the Key Experts become unavailable for the Key Experts at extended validity period, the Consultant shall provide a written Validity adequate justification and evidence satisfactory to the Client Extension together with the substitution request. In such case, a replacement Key Expert shall have equal or better qualifications and experience than those of the originally proposed Key Expert. The technical evaluation score, however, will remain to be based on the evaluation of the CV of the original Key Expert.
6.8 If the Consultant fails to provide a replacement Key Expert with equal or better qualifications, or if the provided reasons for the replacement or justification are unacceptable to the Client, such Proposal will be rejected with the prior Bank’s no objection.
c. Sub- 6.9 The Consultant shall not subcontract the whole of the Contracting Services.
7. Clarification and 7.1 The Consultant may request a clarification of any part of Amendment of the RFP during the period indicated in the Data Sheet before the RFP Proposals’ submission deadline. Any request for clarification must be sent in writing, or by standard electronic means, to the Client’s address indicated in the Data Sheet. The Client will respond in Section 2. Instructions to Consultants
8. Preparation of writing, or by standard electronic means, and will send written Proposals – copies of the response (including an explanation of the query but Specific without identifying its source) to all shortlisted Consultants. Considerations Should the Client deem it necessary to amend the RFP as a result of a clarification, it shall do so following the procedure described below:
7.1.1 At any time before the proposal submission deadline, the Client may amend the RFP by issuing an amendment in writing or by standard electronic means. The amendment shall be sent to all shortlisted Consultants and will be binding on them. The shortlisted Consultants shall acknowledge receipt of all amendments in writing.
7.1.2 If the amendment is substantial, the Client may extend the proposal submission deadline to give the shortlisted Consultants reasonable time to take an amendment into account in their Proposals.
7.2 The Consultant may submit a modified Proposal or a modification to any part of it at any time prior to the proposal submission deadline. No modifications to the Technical or Financial Proposal shall be accepted after the deadline.
8.1 While preparing the Proposal, the Consultant must give particular attention to the following:
8.1.1 If a shortlisted Consultant considers that it may enhance its expertise for the assignment by associating with other consultants in the form of a Joint Venture or as Sub- consultants, it may do so with either (a) non-shortlisted Consultant(s), or (b) shortlisted Consultants if permitted in the Data Sheet. In all such cases a shortlisted Consultant must obtain the written approval of the Client prior to the submission of the Proposal. When associating with non- shortlisted firms in the form of a joint venture or a sub- consultancy, the shortlisted Consultant shall be a lead member. If shortlisted Consultants associate with each other, any of them can be a lead member.
8.1.2 The Client may indicate in the Data Sheet the estimated Key Experts’ time input (expressed in person- month) or the Client’s estimated total cost of the assignment, but not both. This estimate is indicative and the Proposal shall be based on the Consultant’s own estimates for the same.
8.1.3 If stated in the Data Sheet, the Consultant shall
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include in its Proposal at least the same time input (in the same unit as indicated in the Data Sheet) of Key Experts, failing which the Financial Proposal will be adjusted for the purpose of comparison of proposals and decision for award in accordance with the procedure in the Data Sheet.
8.1.4 For assignments under the Fixed-Budget selection method, the estimated Key Experts’ time input is not disclosed. Total available budget, with an indication whether it is inclusive or exclusive of taxes, is given in the Data Sheet, and the Financial Proposal shall not exceed this budget.
9. Technical 9.1 The Technical Proposal shall not include any financial Proposal Format information. A Technical Proposal containing material financial and Content information shall be declared non-responsive.
15.1.1 Consultant shall not propose alternative Key Experts. Only one CV shall be submitted for each Key Expert position. Failure to comply with this requirement will make the Proposal non-responsive.
9.2 Depending on the nature of the assignment, the Consultant is required to submit a Full Technical Proposal (FTP), or a Simplified Technical Proposal (STP) as indicated in the Data Sheet and using the Standard Forms provided in Section 3 of the RFP.
10. Financial 10.1 The Financial Proposal shall be prepared using the Proposal Standard Forms provided in Section 4 of the RFP. It shall list all costs associated with the assignment, including (a) remuneration for Key Experts and Non-Key Experts, (b) reimbursable expenses indicated in the Data Sheet.
a. Price 10.2 For assignments with a duration exceeding 18 months, a Adjustment price adjustment provision for foreign and/or local inflation for remuneration rates applies if so stated in the Data Sheet.
b. Taxes 10.3 The Consultant and its Sub-consultants and Experts are responsible for meeting all tax liabilities arising out of the Contract unless stated otherwise in the Data Sheet. Information on taxes in the Client’s country is provided in the Data Sheet.
c. Currency of 10.4 The Consultant may express the price for its Services in Proposal the currency or currencies as stated in the Data Sheet. If indicated in the Data Sheet, the portion of the price representing local cost shall be stated in the national currency.
d. Currency of 10.5 Payment under the Contract shall be made in the currency Section 2. Instructions to Consultants
Payment or currencies in which the payment is requested in the Proposal.
C. Submission, Opening and Evaluation
11. Submission, Sealing, 17.1 The Consultant shall submit a signed and complete and Marking of Proposal comprising the documents and forms in accordance Proposals with Clause 10 (Documents Comprising Proposal). The submission can be done by mail or by hand. If specified in the Data Sheet, the Consultant has the option of submitting its Proposals electronically.
17.2 An authorized representative of the Consultant shall sign the original submission letters in the required format for both the Technical Proposal and, if applicable, the Financial Proposal and shall initial all pages of both. The authorization shall be in the form of a written power of attorney attached to the Technical Proposal.
17.2.1 A Proposal submitted by a Joint Venture shall be signed by all members so as to be legally binding on all members, or by an authorized representative who has a written power of attorney signed by each member’s authorized representative.
17.3 Any modifications, revisions, interlineations, erasures, or overwriting shall be valid only if they are signed or initialed by the person signing the Proposal.
17.4 The signed Proposal shall be marked “ORIGINAL”, and its copies marked “COPY” as appropriate. The number of copies is indicated in the Data Sheet. All copies shall be made from the signed original. If there are discrepancies between the original and the copies, the original shall prevail.
17.5 The original and all the copies of the Technical Proposal shall be placed inside of a sealed envelope clearly marked “TECHNICAL PROPOSAL”, “[Name of the Assignment]“, reference number, name and address of the Consultant, and with a warning “DO NOT OPEN UNTIL[INSERT THE DATE AND THE TIME OF THE TECHNICAL PROPOSAL SUBMISSION DEADLINE].”
17.6 Similarly, the original Financial Proposal (if required for the applicable selection method) shall be placed inside of a sealed envelope clearly marked “FINANCIAL PROPOSAL” followed by the name of the assignment, reference number, name and address of the Consultant, and with a warning “DO
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NOT OPEN WITH THE TECHNICAL PROPOSAL.”
17.7 The sealed envelopes containing the Technical and Financial Proposals shall be placed into one outer envelope and sealed. This outer envelope shall bear the submission address, RFP reference number, the name of the assignment, Consultant’s name and the address, and shall be clearly marked “DO NOT OPEN BEFORE[insert the time and date of the submission deadline indicated in the Data Sheet]”.
17.8 If the envelopes and packages with the Proposal are not sealed and marked as required, the Client will assume no responsibility for the misplacement, loss, or premature opening of the Proposal.
17.9 The Proposal or its modifications must be sent to the address indicated in the Data Sheet and received by the Client no later than the deadline indicated in the Data Sheet, or any extension to this deadline. Any Proposal or its modification received by the Client after the deadline shall be declared late and rejected, and promptly returned unopened.
12. Confidentiality 18.1 From the time the Proposals are opened to the time the Contract is awarded, the Consultant should not contact the Client on any matter related to its Technical and/or Financial Proposal. Information relating to the evaluation of Proposals and award recommendations shall not be disclosed to the Consultants who submitted the Proposals or to any other party not officially concerned with the process, until the publication of the Contract award information.
18.2 Any attempt by shortlisted Consultants or anyone on behalf of the Consultant to influence improperly the Client in the evaluation of the Proposals or Contract award decisions may result in the rejection of its Proposal, and may be subject to the application of prevailing Bank’s sanctions procedures.
18.3 Notwithstanding the above provisions, from the time of the Proposals’ opening to the time of Contract award publication, if a Consultant wishes to contact the Client or the Bank on any matter related to the selection process, it should do so only in writing.
13. Opening of 19.1 The Client’s evaluation committee shall conduct the Technical Proposals opening of the Technical Proposals in the presence of the shortlisted Consultants’ authorized representatives who choose to attend (in person, or online if this option is offered in the Data Sheet). The opening date, time and the address are stated Section 2. Instructions to Consultants
in the Data Sheet. The envelopes with the Financial Proposal shall remain sealed and shall be securely stored with a reputable public auditor or independent authority until they are opened in accordance with Clause 23 of the ITC.
19.2 At the opening of the Technical Proposals the following shall be read out: (i) the name and the country of the Consultant or, in case of a Joint Venture, the name of the Joint Venture, the name of the lead member and the names and the countries of all members; (ii) the presence or absence of a duly sealed envelope with the Financial Proposal; (iii) any modifications to the Proposal submitted prior to proposal submission deadline; and (iv) any other information deemed appropriate or as indicated in the Data Sheet.
14. Proposals 20.1 Subject to provision of Clause 15.1 of the ITC, the Evaluation evaluators of the Technical Proposals shall have no access to the Financial Proposals until the technical evaluation is concluded and the Bank issues its “no objection”, if applicable.
20.2 The Consultant is not permitted to alter or modify its Proposal in any way after the proposal submission dead line except as permitted under Clause 12.7 of this ITC. While evaluating the Proposals, the Client will conduct the evaluation solely on the basis of the submitted Technical and Financial Proposals.
15. Evaluation of 21.1 The Client’s evaluation committee shall evaluate the Technical Proposals Technical Proposals on the basis of their responsiveness to the Terms of Reference and the RFP, applying the evaluation criteria, sub-criteria, and point system specified in the Data Sheet. Each responsive Proposal will be given a technical score. A Proposal shall be rejected at this stage if it does not respond to important aspects of the RFP or if it fails to achieve the minimum technical score indicated in the Data Sheet.
16. Financial Proposals 22.1 Following the ranking of the Technical Proposals, when for QBS the selection is based on quality only (QBS), the top-ranked Consultant is invited to negotiate the Contract.
22.2 If Financial Proposals were invited together with the Technical Proposals, only the Financial Proposal of the technically top-ranked Consultant is opened by the Client’s evaluation committee. All other Financial Proposals are returned unopened after the Contract negotiations are successfully concluded and the Contract is signed.
17. Public Opening of 23.1 After the technical evaluation is completed and the
15 | P a g e Section 2. Instructions to Consultants
Financial Proposals Bank has issued its no objection (if applicable), the Client shall (for QCBS, FBS, notify those Consultants whose Proposals were considered non- and LCS methods) responsive to the RFP and TOR or did not meet the minimum qualifying technical score (and shall provide information relating to the Consultant’s overall technical score, as well as scores obtained for each criterion and sub-criterion) that their Financial Proposals will be returned unopened after completing the selection process and Contract signing. The Client shall simultaneously notify in writing those Consultants that have achieved the minimum overall technical score and inform them of the date, time and location for the opening of the Financial Proposals. The opening date should allow the Consultants sufficient time to make arrangements for attending the opening. The Consultant’s attendance at the opening of the Financial Proposals (in person, or online if such option is indicated in the Data Sheet)is optional and is at the Consultant’s choice.
23.2 The Financial Proposals shall be opened by the Client’s evaluation committee in the presence of the representatives of those Consultants whose proposals have passed the minimum technical score. At the opening, the names of the Consultants, and the overall technical scores, including the break-down by criterion, shall be read aloud. The Financial Proposals will then be inspected to confirm that they have remained sealed and unopened. These Financial Proposals shall be then opened, and the total prices read aloud and recorded. Copies of the record shall be sent to all Consultants who submitted Proposals and to the Bank.
18. Correction of Errors 24.1 Activities and items described in the Technical Proposal but not priced in the Financial Proposal, shall be assumed to be included in the prices of other activities or items, and no corrections are made to the Financial Proposal.
a. Time-Based 24.1.1 If a Time-Based contract form is included in the Contracts RFP, the Client’s evaluation committee will (a) correct any computational or arithmetical errors, and (b) adjust the prices if they fail to reflect all inputs included for the respective activities or items in the Technical Proposal. In case of discrepancy between (i) a partial amount (sub- total) and the total amount, or (ii) between the amount derived by multiplication of unit price with quantity and the total price, or (iii) between words and figures, the former will prevail. In case of discrepancy between the Technical and Financial Proposals in indicating quantities of input, the Technical Proposal prevails and the Client’s evaluation committee shall correct the quantification Section 2. Instructions to Consultants
indicated in the Financial Proposal so as to make it consistent with that indicated in the Technical Proposal, apply the relevant unit price included in the Financial Proposal to the corrected quantity, and correct the total Proposal cost.
b. Lump-Sum 24.2 If a Lump-Sum contract form is included in the RFP, the Contracts Consultant is deemed to have included all prices in the Financial Proposal, so neither arithmetical corrections nor price adjustments shall be made. The total price, net of taxes understood as per Clause ITC25 below, specified in the Financial Proposal (Form FIN-1) shall be considered as the offered price.
19. Taxes 25.1 The Client’s evaluation of the Consultant’s Financial Proposal shall exclude taxes and duties in the Client’s country in accordance with the instructions in the Data Sheet.
20. Conversion to Single 26.1 For the evaluation purposes, prices shall be converted to
Currency a single currency using the selling rates of exchange, source
and date indicated in the Data Sheet.
27. Combined Quality and Cost Evaluation
a. Quality- and 27.1 In the case of QCBS, the total score is calculated by Cost-Based weighting the technical and financial scores and adding them as Selection (QCBS) per the formula and instructions in the Data Sheet. The Consultant achieving the highest combined technical and financial score will be invited for negotiations.
b. Fixed-Budget 27.2 In the case of FBS, those Proposals that exceed the Selection(FBS) budget indicated in Clause14.1.4 of the Data Sheet shall be rejected.
27.3 The Client will select the Consultant that submitted the highest-ranked Technical Proposal that does not exceed the budget indicated in the RFP, and invite such Consultant to negotiate the Contract.
17 | P a g e Section 2. Instructions to Consultants
c. Least-Cost 27.4 In the case of Least-Cost Selection (LCS), the Client Selection will select the Consultant with the lowest evaluated total price 28. Negotiations among those consultants that achieved the minimum technical score, and invite such Consultant to negotiate the Contract. a. Availability of Key Experts D. Negotiations and Award
b. Technical 28.1 The negotiations will be held at the date and address negotiations indicated in the Data Sheet with the Consultant’s representative(s) who must have written power of attorney to c. Financial negotiate and sign a Contract on behalf of the Consultant. negotiations 28.2 The Client shall prepare minutes of negotiations that are signed by the Client and the Consultant’s authorized representative.
28.3 The invited Consultant shall confirm the availability of all Key Experts included in the Proposal as a pre-requisite to the negotiations, or, if applicable, a replacement in accordance with Clause 12 of the ITC. Failure to confirm the Key Experts’ availability may result in the rejection of the Consultant’s Proposal and the Client proceeding to negotiate the Contract with the next-ranked Consultant.
28.4 Notwithstanding the above, the substitution of Key Experts at the negotiations may be considered if due solely to circumstances outside the reasonable control of and not foreseeable by the Consultant, including but not limited to death or medical incapacity. In such case, the Consultant shall offer a substitute Key Expert within the period of time specified in the letter of invitation to negotiate the Contract, who shall have equivalent or better qualifications and experience than the original candidate.
28.5 The negotiations include discussions of the Terms of Reference (TORs), the proposed methodology, the Client’s inputs, the special conditions of the Contract, and finalizing the “Description of Services” part of the Contract. These discussions shall not substantially alter the original scope of services under the TOR or the terms of the contract, lest the quality of the final product, its price, or the relevance of the initial evaluation be affected.
28.6 The negotiations include the clarification of the Consultant’s tax liability in the Client’s country and how it should be reflected in the Contract.
28.7 If the selection method included cost as a factor in the Section 2. Instructions to Consultants
29. Conclusion of evaluation, the total price stated in the Financial Proposal for a Negotiations Lump-Sum contract shall not be negotiated.
30. Award of Contract 28.8 In the case of a Time-Based contract, unit rates negotiations shall not take place, except when the offered Key Experts and Non-Key Experts’ remuneration rates are much higher than the typically charged rates by consultants in similar contracts. In such case, the Client may ask for clarifications and, if the fees are very high, ask to change the rates after consultation with the Bank.
The format for (i) providing information on remuneration rates in the case of Quality Based Selection; and (ii) clarifying remuneration rates’ structure under Clause 28.8 above, is provided in Appendix A to the Financial Form FIN-3: Financial Negotiations – Breakdown of Remuneration Rates.
29.1 Thenegotiations are concluded with a review of the finalized draft Contract, which then shall be initialed by the Client and the Consultant’s authorized representative.
29.2 If the negotiations fail, the Client shall inform the Consultant in writing of all pending issues and disagreements and provide a final opportunity to the Consultant to respond. If disagreement persists, the Client shall terminate the negotiations informing the Consultant of the reasons for doing so. After having obtained the Bank’s no objection, the Client will invite the next-ranked Consultant to negotiate a Contract. Once the Client commences negotiations with the next-ranked Consultant, the Client shall not reopen the earlier negotiations.
30.1 After completing the negotiations the Client shall obtain the Bank’s no objection to the negotiated draft Contract, if applicable; sign the Contract; publish the award information as per the instructions in the Data Sheet; and promptly notify the other shortlisted Consultants.
30.2 The Consultant is expected to commence the assignment on the date and at the location specified in the Data Sheet.
19 | P a g e Section 2. Instructions to Consultants
Instructions to Consultants
E. Data Sheet
[“Notes to Client” shown in brackets throughout the text are provided for guidance to prepare the Data Sheet; they should be deleted from the final RFP to be sent to the shortlisted Consultants]
A.General
ITC Clause Reference
1 (c) INDIA
2.1 Name of the Client:
Project Director,
Uttar Pradesh Health Systems Strengthening Project,
Sector-C, Indira Nagar
Lucknow
Method of selection: Consultant Qualification based Selection (CQS) as per Applicable Guidelines: Selection and Employment of Consultants under
IBRD Loans and IDA Credits &Grants by World Bank Borrowers, dated January 2011 available on www.worldbank.org/procure
2.2 Financial Proposal to be submitted together with Technical Proposal:
Yes
The name of the assignment is: Internal Audit Services for PSU & 52 Hospitals
2.3 A pre-proposal conference will be held: No
[If “Yes”, fill in the following:]
Date of pre-proposal conference:____________________________
Time: _________________________________________________
Address:
Telephone: Facsimile:
E-mail:
Contact person/conference coordinator:[insert name and
title]_____________________________
2.4 The Client will provide the following inputs, project data, reports, etc. to facilitate 4.1 Section 2. Instructions to Consultants 6.3.1 9.1 the preparation of the Proposals:
Terms of Reference
Any other information related with the hospitals, if needed
[If “Unfair Competitive Advantage” applies to the selection, explain how it is mitigated, including listing the reports, information, documents, etc. and indicating the sources where these can be downloaded or obtained by the
shortlisted Consultants] Not applicable
A list of debarred firms and individuals is available at the Bank’s external website: www.worldbank.org/debarr
B. Preparation of Proposals
This RFP has been issued in the__English_ language.
[The choice of languages is: English, French, or Spanish. If the shortlist comprises national firms only, the national or nationwide used language can be used subject to prior agreement with the Bank.]
[If the RFP is issued in two languages as agreed with the Bank, add the following text:
In addition, the RFP is translated into the_____________________[insert national or nation-wide used]language[if there are more than one national language, add “and in the ____________”[insert the second national language]. Consultant has a choice of submitting the Proposal in any of the languages stated above. In case of winning, the Contract will be signed in the language of the Proposal which shall be the governing language of the Contract.]
[If the Client’s country requires that contracts with local firms are signed in the national language only, add the following text:
National Consultants should submit Proposal in English [national] language in order to have the Contract signed (if awarded) in accordance with the requirements of [include reference to the national legislation/regulation/law]
[If RFP is issued in one language only use the following text:
Proposals shall be submitted in English
All correspondence exchange shall be in English or Hindi language.
21 | P a g e Section 2. Instructions to Consultants
10.1 The Proposal shall comprise the following:
10.2 For FULL TECHNICAL PROPOSAL (FTP): 11.1 12.1 1st Inner Envelope with the Technical Proposal: 13.1 14.1.1 (1) Power of Attorney to sign the Proposal
(2) TECH-1
(3) TECH-2
(4) TECH-3
(5) TECH-4
(6) TECH-5
(7) TECH-6
AND
2d Inner Envelope with the Financial Proposal: (1) FIN-1 (2) FIN-2 (3) FIN-3 (4) FIN-4 (5)Statement of Undertaking (if required under Data Sheet 10.2 below)
Statement of Undertaking is required : Yes
[If Yes, make sure to include paragraph (e) in Form TECH-1]
Participation of Sub-consultants, Key Experts and Non-Key Experts in more
than one Proposal is permissible: Yes
90 Proposals must remain valid for calendar days after the proposal
submission deadline (i.e., until: 08-10-2019)
Clarifications may be requested no later than 7 days prior to the submission
deadline.
Additional Project Director Uttar Pradesh Health Systems Strengthening Project, Training Block-2, SIHFW Campus, C-Block, Indira Nagar, Lucknow, Uttar Pradesh , India -226016, Facsimile: +91-522-2340538 E-mail: apd.uphssp@gmail.com, pd.uphssp@gmail.com
Shortlisted Consultants may associate with Section 2. Instructions to Consultants
(a) non-shortlisted consultant(s): No
Or
(b) other shortlisted Consultants: No
14.1.2 [If not used, state “Not applicable”. If used, insert the following: (do not use for Fixed Estimated input of Key Experts’ time-input: 60 (Sixty) man-days of Key Budget Experts persons in 18 months contract period. method)
14.1.3 “Not applicable” for time- based The Consultant’s Proposal must include the minimum Key Experts’ time- contracts input of __________ person-months. only For the evaluation and comparison of Proposals only: if a Proposal includes less than the required minimum time-input, the missing time-input (expressed in person-month) is calculated as follows:
The missing time-input is multiplied by the highest remuneration rate for a Key Expert in the Consultant’s Proposal and added to the total remuneration amount. Proposals that quoted higher than the required minimum of time-input will not be adjusted. ]
14.1.4 and Not Applicable 27.2 use for Fixed The total available budget for this Fixed-Budget assignment is: ___________ Budget (inclusive or exclusive of taxes). Proposals exceeding the total available method budget will be rejected.
[If inclusive, indicate tax estimates separately]
15.2 The format of the Technical Proposal to be submitted is: FTP
Submission of the Technical Proposal in a wrong format may lead to the Proposal being deemed non-responsive to the RFP requirements.
16.1 [A sample list is provided below for guidance. Items that are not applicable
should be deleted, others may be added. If the Client wants to set up maximum
ceilings for unit rates of certain type of expenses, such ceilings should be
indicated in the FIN forms:
(1) a per diem allowance, including hotel, for experts for every day of absence from the home office for the purposes of the Services;
23 | P a g e
Section 2. Instructions to Consultants
(2) cost of travel by the most appropriate means of transport and the most direct practicable route;
(3) cost of office accommodation, including overheads and back-stop support;
(4) communications costs;
(5) cost of purchase or rent or freight of any equipment required to be provided by the Consultants;
(6) cost of reports production (including printing) and delivering to the Client;
(7) other allowances where applicable and provisional or fixed sums (if any)]
(8) [insert relevant type of expenses, if/as applicable]
16.2 A price adjustment provision applies to remuneration rates: No
Applies to all Time-Based contracts with a duration exceeding 18 months. In exceptional circumstances, can also apply to Lump-Sum contracts assignments longer than 18 months in duration with prior agreement with the Bank.]
[If “Yes”, specify whether it applies to foreign and/or local inflation]
16.3 [If the Client has obtained a tax exemption applicable to the Contract, insert
“The Client has obtained an exemption for the Consultant from payment of
___________[insert the tax description. E.g., VAT, or local indirect taxes, etc.]
in the Client’s country as per [insert reference to the applicable official source
that issued an exemption].
[If there is no tax exemption in the Client’s country, insert the following: “Information on the Consultant’s tax obligations in the Client’s country can be found [insert reference to the appropriate official source].“
Not Applicable
16.4 The Financial Proposal shall be stated in the following currencies:
Consultant may express the price for their Services in any fully convertible currency, singly or in combination of up to three foreign currencies.
The Financial Proposal should state local costs in the Client’s country
currency (local currency): Only In Indian Rupees Section 2. Instructions to Consultants
17.1 C. Submission, Opening and Evaluation
17.4 The Consultants [insert “shall” or “shall not have the option of submitting
17.7 and their Proposals electronically. No 17.9 The Consultant must submit: (a) Technical Proposal: one (1) original and one additional copy in paper form; (b) Financial Proposal: one (1) original in paper for in separate cover/envelop.
The Proposals must be submitted no later than:
Date: 8TH July, 2019 up to 4 PM
[If appropriate, add translation of the warning marking [“Do not open....”] in the national language to the outer sealed envelope]
The Proposal submission address is:
Project Director Uttar Pradesh Health Systems Strengthening Project, Training Block-2, SIHFW Campus, C-Block, Indira Nagar, Lucknow, Uttar Pradesh , India -226016, Facsimile: +91-522-2340538 E-mail: apd.uphssp@gmail.com, pd.uphssp@gmail.com
19.1 An online option of the opening of the Technical Proposals is offered: ------
----No-------------
[If yes, insert “The online opening procedure shall be: [describe the procedure for online opening of Technical Proposals.]
The opening shall take place at: [Insert: “same as the Proposal submission address” OR insert and fill in the following: Street Address:_______________ Floor, room number___________ City:_______________________ Country:____________________
Date: Same as the submission deadline indicated in 17.7.
:[insert time in 24h format, for example – “16:00 local time] [The time should be immediately after the time for the submission deadline stated in 17.7]
25 | P a g e Section 2. Instructions to Consultants
19.2 In addition, the following information will be read aloud at the opening of
21.1 the Technical Proposals “Not Applicable” (for FTP) ________ [insert “N/A” or state what additional information will be read out and recorded in the opening minutes]
Criteria, sub-criteria, and point system for the evaluation of the Full Technical Proposals:
Points
(i) Specific experience of the Consultant (as a firm) relevant to the
Assignment: [10]
(ii) Adequacy and quality of the proposed methodology, and work plan in responding to the Terms of Reference (TORs): [30]
{Notes to Consultant: the Client will assess whether the proposed methodology is clear, responds to the TORs, work plan is realistic and implementable; overall team composition is balanced and has an appropriate skills mix; and the work plan has right input of Experts}
(iii) Key Experts’ qualifications and competence for the Assignment: {Notes to Consultant: each position number corresponds to the same for the Key Experts in Form TECH-6 to be prepared by the Consultant}
a) Position K-1, [Partner ]-1 No [20] b) Position K-2, [Team Lead-1, PSU]-1 No [15] c) Position K-3, [Team Lead-2, Hospitals]-1 No [15]
Total points for criterion (iii): [50]
The number of points to be assigned to each of the above positions shall be determined considering the following three sub-criteria and relevant percentage weights:
1) General qualifications(general education, training, and experience): 20%
2) Adequacy for the Assignment (relevant education, training, experience in the sector/similar assignments ): 60%
3) [If relevant to the task, add the 3d sub-criterion:
Relevant experience in the region (working level fluency in local
language(s)/knowledge of local culture or administrative system, government
organization, etc.): 20%
Total weight: 100% Section 2. Instructions to Consultants
(iv) Transfer of knowledge (training) program (relevance of approach and
methodology): [normally, not to exceed 10 points]
Total points for criterion (iv): [10]
(v) Participation by nationals among proposed Key Experts [0]
[not to exceed 10 points] [Sub-criteria shall not be provided. Calculated as
a ratio of the national Key Experts’ time-input (in person-months) to the
total number of Key Experts’ time-input (in person-months) in the
Consultant’s Technical Proposal]
Total points for the five criteria: 100
The minimum technical score (St) required to pass is:[insert number]
Not Applicable
[The indicative range is 70 to 85 on a scale of 1 to 100]
21.1 Criteria, sub-criteria, and point system for the evaluation of the Simplified [for STP] Technical Proposals are: Not Applicable
Points
(i) Adequacy and quality of the proposed methodology, and work plan in responding to the Terms of Reference:
Total points for criterion (i): [20 - 40]
(ii) Key Experts’ qualifications and competence for the Assignment: {Notes to Consultant: each position number corresponds to the same for Key
Experts in Form TECH-6 to be prepared by the Consultant}
a) Position K-1: [Team Leader] [Insert points] b) Position K-2: [Insert position title] [Insert points] c) Position K-3:[Insert position title] [Insert points]
Total points for criterion (ii): [ 60-80]
Total points for the two criteria:100
The minimum technical score (St) required to pass is: [insert number] [The indicative range is 70 to 85 on a scale of 1 to 100]
27 | P a g e Section 2. Instructions to Consultants
23.1 An online option of the opening of the Financial Proposals is offered: NO 25.1 [If yes, insert “The online opening procedure shall be: [describe the procedure 26.1 for online opening of Financial Proposals.]
27.1 For the purpose of the evaluation, the Client will exclude: (a) all local (QCBS identifiable indirect taxes such as sales tax, excise tax, VAT, or similar taxes only) levied on the contract’s invoices; and (b) all additional local indirect tax on the remuneration of services rendered by non-resident experts in the Client’s country. If a Contract is awarded, at Contract negotiations, all such taxes will be discussed, finalized (using the itemized list as a guidance but not limiting to it) and added to the Contract amount as a separate line, also indicating which taxes shall be paid by the Consultant and which taxes are withheld and paid by the Client on behalf of the Consultant.
Not Applicable
The single currency for the conversion of all prices expressed in various currencies into a single one is:[indicate local currency or fully convertible foreign currency]
The official source of the selling (exchange) rate is:
The date of the exchange rate is: [The date shall not be earlier than four (4) weeks prior to the deadline for submission of proposals and no later than the date of the original validity of Proposals.]
Not Applicable
The lowest evaluated Financial Proposal (Fm) is given the maximum financial score (Sf) of 100.
The formula for determining the financial scores (Sf) of all other Proposals is calculated as following:
Sf = 100 x Fm/ F, in which “Sf” is the financial score, “Fm” is the lowest price, and “F” the price of the proposal under consideration.
[or replace with another inversely proportional formula acceptable to the Bank]
The weights given to the Technical (T) and Financial (P) Proposals are:
T = [Insert weight], and Section 2. Instructions to Consultants
P = _______[Insert weight]
Proposals are ranked according to their combined technical (St) and financial (Sf) scores using the weights (T = the weight given to the Technical Proposal; P = the weight given to the Financial Proposal; T + P = 1) as following: S = St x T% + Sf x P%.
D. Negotiations and Award
28.1 Expected date and address for contract negotiations:
Date: 31-07-2019
Address: Uttar Pradesh Health Systems Strengthening Project, Training Block-2, SIHFW Campus, C-Block, Indira Nagar, Lucknow, Uttar Pradesh , India - 226016,
30.1 The publication of the contract award information following the completion
of the contract negotiations and contract signing will be done as following:
uphssp.org
________________[insert the website(s) address where the information will be
published.]
The publication will be done within 15 days after the contract signing.
30.2 Expected date for the commencement of the Services:
Date: 15th August., 2019
at: PSU & Hospital Locations as per TOR
29 | P a g e Section 3. Technical Proposal – Standard Forms
{Notes to Consultant shown in brackets { } throughout Section 3 provide guidance to the Consultant to prepare the Technical Proposal; they should not appear on the Proposals to be submitted.}
CHECKLIST OF REQUIRED FORMS
Required for FORM DESCRIPTION Page Limit
FTP or STP
(√)
FTP STP
√ √ TECH-1 Technical Proposal Submission Form. TECH-1 “√ “ If Attachment If the Proposal is submitted by a joint venture, Power of attach a letter of intent or a copy of an existing applicable Attorney agreement. No pre-set format/form. In the case of a Joint “√” If TECH-2 Venture, several are required: a power of attorney applicable for the authorized representative of each JV member, and a power of attorney for the √ representative of the lead member to represent all JV members Consultant’s Organization and Experience.
√ TECH-2A A. Consultant’s Organization
√ TECH-2B B. Consultant’s Experience
√ TECH-3 Comments or Suggestions on the Terms of
Reference and on Counterpart Staff and Facilities
to be provided by the Client.
√ TECH-3A A. On the Terms of Reference
√ TECH-3B B. On the Counterpart Staff and Facilities
√ √ TECH-4 Description of the Approach, Methodology, and
Work Plan for Performing the Assignment
√ √ TECH-5 Work Schedule and Planning for Deliverables
√ √ TECH-6 Team Composition, Key Experts Inputs, and
attached Curriculum Vitae (CV)
All pages of the original Technical and Financial Proposal shall be initialled by the same authorized representative of the Consultant who signs the Proposal.
31 | P a g e Section 3. Technical Proposal – Standard Forms
FORM TECH-1 TECHNICAL PROPOSAL SUBMISSION FORM
{Location, Date}
To: [Name and address of Client]
Dear Sirs:
We, the undersigned, offer to provide the consulting services for [Insert title of assignment] in accordance with your Request for Proposals dated [Insert Date] and our Proposal. [Select appropriate wording depending on the selection method stated in the RFP: “We are hereby submitting our Proposal, which includes this Technical Proposal and a FinancialProposal sealed ina separate envelope” or, if only a Technical Proposal is invited “We hereby are submitting our Proposal, which includes this Technical Proposal only in a sealed envelope.”].
{If the Consultant is a joint venture, insert the following: We are submitting our Proposal a joint venture with: {Insert a list with full name and the legal address of each member, and indicate the lead member}.We have attached a copy {insert: “of our letter of intent to form a joint venture” or, if a JV is already formed, “of the JV agreement”} signed by every participating member, which details the likely legal structure of and the confirmation of joint and severable liability of the members of the said joint venture.
{OR
If the Consultant’s Proposal includes Sub-consultants, insert the following: We are submitting our Proposal with the following firms as Sub-consultants: {Insert a list with full name and address of each Sub-consultant.}
We hereby declare that:
(a) All the information and statements made in this Proposal are true and we accept that any misinterpretation or misrepresentation contained in this Proposal may lead to our disqualification by the Client and/or may be sanctioned by the Bank.
(b) Our Proposal shall be valid and remain binding upon us for the period of time specified in the Data Sheet, Clause 12.1.
(c) We have no conflict of interest in accordance with ITC 3. Section 3. Technical Proposal – Standard Forms
(d) We meet the eligibility requirements as stated in ITC 6, and we confirm our understanding of our obligation to abide by the Bank’s policy in regard to corrupt and fraudulent practices as per ITC 5.
(e) We, along with any of our sub-consultants, subcontractors, suppliers, or service providers for any part of the contract, are not subject to, and not controlled by any entity or individual that is subject to, a temporary suspension or a debarment imposed by a member of the World Bank Group or a debarment imposed by the World Bank Group in accordance with the Agreement for Mutual Enforcement of Debarment Decisions between the World Bank and other development banks. Further, we are not ineligible under the Employer’s country laws or official regulations or pursuant to a decision of the United Nations Security Council;
(f) [Note to Client: Only if required in ITC10.2 (Data Sheet 10.2), include the following:In competing for (and, if the award is made to us, in executing) the Contract, we undertake to observe the laws against fraud and corruption, including bribery, in force in the country of the Client.]
(g) Except as stated in the Data Sheet, Clause 12.1, we undertake to negotiate a Contract on the basis of the proposed Key Experts. We accept that the substitution of Key Experts for reasons other than those stated in ITC Clause 12 and ITC Clause 28.4 may lead to the termination of Contract negotiations.
(h) Our Proposal is binding upon us and subject to any modifications resulting from the Contract negotiations.
We undertake, if our Proposal is accepted and the Contract is signed, to initiate the Services related to the assignment no later than the date indicated in Clause 30.2 of the Data Sheet.
We understand that the Client is not bound to accept any Proposal that the Client receives.
We remain,
Yours sincerely,
Authorized Signature {In full and initials}: Name and Title of Signatory: Name of Consultant (company’s name or JV’s name): In the capacity of:
Address: Contact information (phone and e-mail):
33 | P a g e Section 3. Technical Proposal – Standard Forms
{For a joint venture, either all members shall sign or only the lead member, in which case the power of attorney to sign on behalf of all members shall be attached} Section 3. Technical Proposal – Standard Forms
21.
FORM TECH-2(FOR FULL TECHNICAL PROPOSAL ONLY) CONSULTANT’S ORGANIZATION AND EXPERIENCE
Form TECH-2: a brief description of the Consultant’s organization and an outline of the recentexperience of the Consultant that is most relevant to the assignment. In the case of a joint venture, information on similar assignments shall be provided for each partner. For each assignment, the outline should indicate the names of the Consultant’s Key Experts and Sub- consultants who participated, the duration of the assignment, the contract amount (total and, if it was done in a form of a joint venture or a sub-consultancy, the amount paid to the Consultant), and the Consultant’s role/involvement.
A - Consultant’s Organization
1. Provide here a brief description of the background and organization of your company, and – in case of ajoint venture – of each member for this assignment.
2. Include organizational chart, a list of Board of Directors, and beneficial ownership
B - Consultant’s Experience
1. List only previous similar assignments successfully completed in the last 5 years. 2. List only those assignments for which the Consultant was legally contracted by the Client as a company or was one of the joint venture partners. Assignments completed by the Consultant’s individual experts working privately or through other consulting firms cannot be claimed as the relevant experience of the Consultant, or that of the Consultant’s partners or sub-consultants, but can be claimed by the Experts themselves in their CVs. The Consultant should be prepared to substantiate the claimed experience by presenting copies of relevant documents and references if so requested by the Client.
35 | P a g e Section 3. Technical Proposal – Standard Forms
Duration Assignment name/& brief Name of Client Approx. Role on the description of main & Country of Contract value Assignment deliverables/outputs Assignment (in US$ equivalent)/ Amount paid to your firm Section 3. Technical Proposal – Standard Forms
FORM TECH-3 (FOR FULL TECHNICAL PROPOSAL) COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE, COUNTERPART
STAFF, AND FACILITIES TO BE PROVIDED BY THE CLIENT
Form TECH-3: comments and suggestions on the Terms of Reference that could improve the quality/effectiveness of the assignment; and on requirements for counterpart staff and facilities, which are provided by the Client, including: administrative support, office space, local transportation, equipment, data, etc.
A - On the Terms of Reference
{Improvements to the Terms of Reference, if any}
B - On Counterpart Staff and Facilities
{comments on counterpart staff and facilities to be provided by the Client. For example, administrative support, office space, local transportation, equipment, data, background reports, etc., if any}
37 | P a g e Section 3. Technical Proposal – Standard Forms
FORM TECH-4 (FOR FULL TECHNICAL PROPOSAL ONLY)
DESCRIPTION OF APPROACH, METHODOLOGY, AND WORK PLAN IN RESPONDING TO THE TERMS OF REFERENCE
Form TECH-4: a description of the approach, methodology and work plan for performing the assignment, including a detailed description of the proposed methodology and staffing for training, if the Terms of Reference specify training as a specific component of the assignment.
{Suggested structure of your Technical Proposal (in FTP format):
a) Technical Approach and Methodology b) Work Plan c) Organization and Staffing}
a) Technical Approach and Methodology.{Please explain your understanding of the objectives of the assignment as outlined in the Terms of Reference (TORs), the technical approach, and the methodology you would adopt for implementing the tasks to deliver the expected output(s), and the degree of detail of such output. Please do not repeat/copy the TORs in here.}
b) Work Plan.{Please outline the plan for the implementation of the main activities/tasks of the assignment, their content and duration, phasing and interrelations, milestones (including interim approvals by the Client), and tentative delivery dates of the reports. The proposed work plan should be consistent with the technical approach and methodology, showing your understanding of the TOR and ability to translate them into a feasible working plan. A list of the final documents (including reports) to be delivered as final output(s) should be included here. The work plan should be consistent with the Work Schedule Form.}
c) Organization and Staffing.{Please describe the structure and composition of your team, including the list of the Key Experts, Non-Key Experts and relevant technical and administrative support staff.} Section 3. Technical Proposal – Standard Forms
FORM TECH-4 (FOR SIMPLIFIED TECHNICAL PROPOSAL ONLY)
NOT APPLICABLE
DESCRIPTION OF APPROACH, METHODOLOGY, AND WORK PLAN FOR PERFORMING THE ASSIGNMENT
Form TECH-4: a description of the approach, methodology, and work plan for performing the assignment, including a detailed description of the proposed methodology and staffing for training, if the Terms of Reference specify training as a specific component of the assignment.
{Suggested structure of your Technical Proposal} a) Technical Approach, Methodology, and Organization of the Consultant’s team.
{Please explain your understanding of the objectives of the assignment as outlined in the Terms of Reference (TOR), the technical approach,and the methodology you would adopt for implementing the tasks to deliver the expected output(s); the degree of detail of such output; and describe the structure and composition of your team. Please do not repeat/copy the TORs in here.} b) Work Plan and Staffing. {Please outline the plan for the implementation of the main activities/tasks of the assignment, their content and duration, phasing and interrelations, milestones (including interim approvals by the Client), and tentative delivery dates of the reports. The proposed work plan should be consistent with the technical approach and methodology, showing understanding of the TOR and ability to translate them into a feasible working plan and work schedule showing the assigned tasks for each expert. A list of the final documents (including reports) to be delivered as final output(s) should be included here. The work plan should be consistent with the Work Schedule Form.} c) Comments (on the TOR and on counterpart staff and facilities) {Your suggestions should be concise and to the point, and incorporated in your Proposal. Please also include comments, if any, on counterpart staff and facilities to be provided by the Client. For example, administrative support, office space, local transportation, equipment, data, background reports, etc.}
39 | P a g e Section 3. Technical Proposal – Standard Forms
FORM TECH-5(FOR FTP) WORK SCHEDULE AND PLANNING FOR DELIVERABLES
N° Deliverables 1 (D-..) Months
1 2 3 4 5 6 7 8 9 ..... n TOTAL
D-1 {e.g., Deliverable #1: Report A
1) data collection
2) drafting
3) inception report
4) incorporating comments
5) .........................................
6) delivery of final report to Client}
D-2 {e.g., Deliverable #2:...............}
n
1 List the deliverables with the breakdown for activities required to produce them and other benchmarks such as the Client’s approvals. For phased assignments, indicate the activities, delivery of reports, and benchmarks separately for each phase.
2 Duration of activities shall be indicated in a form of a bar chart. 3. Include a legend, if necessary, to help read the chart. Section 3 – Technical Proposal – Standard Forms
FORM TECH-6(FOR FTP) TEAM COMPOSITION, ASSIGNMENT, AND KEY EXPERTS’ INPUTS
N° Name Expert’s input (in person/month) per each Deliverable (listed in TECH-5) Total time-input (in Months) Position D-1 D-2 D-3 ........ D-... Home Field Total
KEY EXPERTS [Team [Home] [2 month] [1.0] [1.0] K-1 {e.g., Mr. Abbbb} Leader] [Field] [0.5 m] [2.5] [0]
K-2
K-3
n Subtotal
NON-KEY EXPERTS [Home] N-1 [Field] N-2
n Subtotal Total
1 For Key Experts, the input should be indicated individually for the same positions as required under the Data Sheet ITC21.1.
41 | P a g e Section 3. Technical Proposal – Standard Forms
2 Months are counted from the start of the assignment/mobilization. One (1) month equals twenty two (22)working (billable) days. One working (billable) day shall be not less than eight (8) working (billable) hours.
3 “Home” means work in the office in the expert’s country of residence. “Field” work means work carried out in the Client’s country or any other country outside the expert’s country of residence.
Full time input Part time input FORM TECH-6 (CONTINUED)
CURRICULUM VITAE (CV)
Position Title and No. {e.g., K-1, TEAM LEADER} Name of Expert: {Insert full name} Date of Birth: {day/month/year} Country of Citizenship/Residence
Education: {List college/university or other specialized education, giving names of educational institutions, dates attended, degree(s)/diploma(s) obtained} ________________________________________________________________________ ________________________________________________________________________
Employment record relevant to the assignment: {Starting with present position, list in reverse order. Please provide dates, name of employing organization, titles of positions held, types of activities performed and location of the assignment, and contact information of previous clients and employing organization(s) who can be contacted for references. Past employment that is not relevant to the assignment does not need to be included.}
Period Employing organization and your Country Summary of activities title/position. Contact infor for performed relevant to [e.g., May references the Assignment 2005- [e.g., Ministry of ……, present] advisor/consultant to…
For references: Tel…………/e- mail……; Mr. Hbbbbb, deputy minister]
Membership in Professional Associations and Publications: ______________________________________________________________________
Language Skills (indicate only languages in which you can work): ______________ ______________________________________________________________________
43 | P a g e Section 4 – Financial Proposal – Standard Forms
Adequacy for the Assignment:
Detailed Tasks Assigned on Consultant’s Reference to Prior Work/Assignments that Team of Experts: Best Illustrates Capability to Handle the Assigned Tasks {List all deliverables/tasks as in TECH- 5 in which the Expert will be involved)
Expert’s contact information: (e-mail…………………., phone……………)
Certification: I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly describes myself, my qualifications, and my experience, and I am available to undertake the assignment in case of an award. I understand that any misstatement or misrepresentation described herein may lead to my disqualification or dismissal by the Client, and/or sanctions by the Bank.
Name of Expert Signature {day/month/year} Date
Name of authorized Signature {day/month/year} Representative of the Consultant Date (the same who signs the Proposal) Section 4 – Financial Proposal – Standard Forms
Section 4. Financial Proposal - Standard Forms
{Notes to Consultantshown in brackets { } provide guidance to the Consultant to prepare the Financial Proposals; they should not appear on the Financial Proposals to be submitted.}
Financial Proposal Standard Forms shall be used for the preparation of the Financial Proposal according to the instructions provided in Section 2.
FIN-1 Financial Proposal Submission Form
FIN-2 Summary of Costs
FIN-3 Breakdown of Remuneration, including Appendix A “Financial Negotiations - Breakdown of Remuneration Rates” in the case of QBS method
FIN-4 Reimbursable expenses
45 | P a g e Section 4 – Financial Proposal – Standard Forms Section 4 – Financial Proposal – Standard Forms
FORM FIN-1 FINANCIAL PROPOSAL SUBMISSION FORM
{Location, Date}
To: [Name and address of Client]
Dear Sirs:
We, the undersigned, offer to provide the consulting services for [Insert title of assignment] in accordance with your Request for Proposal dated [Insert Date] and our Technical Proposal.
Our attached Financial Proposal is for the amount of {Indicate the corresponding to the amount(s) currency(ies)}{Insert amount(s) in words and figures}, [Insert “including” or “excluding”] of all indirect local taxes in accordance with Clause 25.1 in the Data Sheet. The estimated amount of local indirect taxes is {Insert currency} {Insert amount in words and figures} which shall be confirmed or adjusted, if needed, during negotiations. {Please note that all amounts shall be the same as in Form FIN-2}.
Our Financial Proposal shall be binding upon us subject to the modifications resulting from Contract negotiations, up to expiration of the validity period of the Proposal, i.e. before the date indicated in Clause 12.1 of the Data Sheet.
Commissions and gratuities paid or to be paid by us to an agent or any third party relating to preparation or submission of this Proposal and Contract execution, paid if we are awarded the Contract, are listed below:
Name and Address Amount and Purpose of Commission of Agents Currency or Gratuity
{If no payments are made or promised, add the following statement: “No commissions or gratuities have been or are to be paid by us to agents or any third partyrelating to this Proposal and Contract execution.”}
We understand you are not bound to accept any Proposal you receive.
We remain,
Yours sincerely,
Authorized Signature {In full and initials}: Name and Title of Signatory:
47 | P a g e Section 4 – Financial Proposal – Standard Forms
In the capacity of:
Address:
E-mail: _________________________
{For a joint venture, either all members shall sign or only the lead member/consultant, in which case the power of attorney to sign on behalf of all members shall be attached} Section 4 – Financial Proposal – Standard Forms
FORM FIN-2SUMMARY OF COSTS
Cost
{Consultant must state the proposed Costs in accordance with Clause 16.4 of the Data Sheet; delete columns which are not used}
Item {Insert Foreign {Insert Foreign {Insert Foreign {Insert Currency # 1} Currency # 2, if Currency # 3,if Local Currency, if Cost of the Financial Proposal used} used} Including: used and/or required (16.4 Data Sheet}
(1) Remuneration: For FY-2018-19 & 2019-20 (6 months)
(2) Reimbursable: For FY-2018-19 & 2019-20 (6 months) Total Cost of the Financial Proposal: {Should match the amount in Form FIN-1} Indirect Local Tax Estimates – to be discussed and finalized at the negotiations if the Contract is awarded
(i) {insert type of tax. e.g., VAT or sales tax}
(ii) {e.g., income tax on non-resident experts}
(iii) {insert type of tax} Total Estimate for Indirect Local Tax:
Footnote: Payments will be made in the currency(ies) expressed above (Reference to ITC 16.4).
49 | P a g e Section 4 – Financial Proposal – Standard Forms
FORM FIN-3 BREAKDOWN OF REMUNERATION
When used for Lump-Sum contract assignment, information to be provided in this Form shall only be used to demonstrate the basis for the calculation of the Contract’s ceiling amount;to calculate applicable taxes at contract negotiations; and, if needed, to establish payments to the Consultant for possible additional services requested by the Client. This Form shall not be used as a basis for payments under Lump-Sum contracts
A. Remuneration
No. Position (as Person-month Time Input in {Currency {Currency # {Currency# 3- {Local in TECH-6) Remuneration Person/Month # 1- as in 2- as in FIN- as in FIN-2} Currency- as Name 2} Rate (from TECH-6) FIN-2} in FIN-2}
Key Experts
K-1 [Home]
[Field]
K-2
Non-Key Experts [Home] N-1 [Field] N-2
Total Costs Section 4 – Financial Proposal – Standard Forms
Appendix A.Financial Negotiations - Breakdown of Remuneration Rates
1. Review of Remuneration Rates
1.1.The remuneration rates are made up of salary or a base fee, social costs, overheads, profit, and any premium or allowance that may be paid for assignments away from headquarters or a home office. An attached Sample Form can be used to provide a breakdown of rates.
1.2.If the RFP requests submission of a technical proposal only, the Sample Form is used by the selected Consultant to prepare for the negotiations of the Contract. If the RFP requests submission of the financial proposal, the Sample Form shall be completed and attached to the Financial Form-3. Agreed (at the negotiations) breakdown sheets shall form part of the negotiated Contract and included in its Appendix D or C.
1.3.At the negotiations the firm shall be prepared to disclose its audited financial statements for the last three years, to substantiate its rates, and accept that its proposed rates and other financial matters are subject to scrutiny. The Client is charged with the custody of government funds and is expected to exercise prudence in the expenditure of these funds.
1.4.Rate details are discussed below:
(i) Salary is the gross regular cash salary or fee paid to the individual in the firm’s home office. It shall not contain any premium for work away from headquarters or bonus (except where these are included by law or government regulations).
(ii) Bonuses are normally paid out of profits. To avoid double counting, any bonuses shall not normally be included in the “Salary” and should be shown separately. Where the Consultant’s accounting system is such that the percentages of social costs and overheads are based on total revenue, including bonuses, those percentages shall be adjusted downward accordingly. Where national policy requires that 13 months’ pay be given for 12 months’ work, the profit element need not be adjusted downward. Any discussions on bonuses shall be supported by audited documentation, which shall be treated as confidential.
(iii) Social Charges are the costs of non-monetary benefits and may include, inter alia, social security (including pension, medical, and life insurance costs) and the cost of a paid sick and/or annual leave. In this regard, a paid leave during public holidays or an annual leave taken during an assignment if no Expert’s replacement has been provided is not considered social charges.
(iv) Cost of Leave. The principles of calculating the cost of total days leave per annum as a percentage of basic salary is normally calculated as follows:
51 | P a g e Section 4 – Financial Proposal – Standard Forms
Leave cost as percentage of salary = total days leave x 100 [365 - w - ph - v - s]
Where w = weekends, ph = public holidays, v = vacation, and s = sick leave.
Please note that leave can be considered as a social cost only if the Client is not charged for the leave taken.
(v) Overheadsare the Consultant’s business costs that are not directly related to the execution of the assignment and shall not be reimbursed as separate items under the Contract. Typical items are home office costs (non-billable time, time of senior Consultant’s staff monitoring the project, rent of headquarters’ office, support staff, research, staff training, marketing, etc.), the cost of Consultant’s personnel not currently employed on revenue-earning projects, taxes on business activities, and business promotion costs. During negotiations, audited financial statements, certified as correct by an independent auditor and supporting the last three years’ overheads, shall be available for discussion, together with detailed lists of items making up the overheads and the percentage by which each relates to basic salary. The Client does not accept an add-on margin for social charges, overhead expenses, etc. for Experts who are not permanent employees of the Consultant. In such case, the Consultant shall be entitled only to administrative costs and a fee on the monthly payments charged for sub-contracted Experts.
(vi) Profitis normally based on the sum of the Salary, Social costs, and Overheads. If any bonuses paid on a regular basis are listed, a corresponding reduction shall be made in the profit amount. Profit shall not be allowed on travel or any other reimbursable expenses.
(vii) Away from Home Office Allowance or Premium or Subsistence Allowances.Some Consultants pay allowances to Experts working away from headquarters or outside of the home office. Such allowances are calculated as a percentage of salary (or a fee) and shall not draw overheads or profit. Sometimes, by law, such allowances may draw social costs. In this case, the amount of this social cost shall still be shown under social costs, with the net allowance shown separately.
UNDP standard rates for the particular country may be used as reference to determine subsistence allowances. Section 4 – Financial Proposal – Standard Forms
Sample Form
Consultant: Country: Assignment: Date:
Consultant’s Representations Regarding Costs and Charges
We hereby confirm that:
(a) the basic fees indicated in the attached table are taken from the firm’s payroll records and reflect the current rates of the Experts listed which have not been raised other than within the normal annual pay increase policy as applied to all the Consultant’s Experts;
(b) attached are true copies of the latest pay slips of the Experts listed;
(c) the away- from-home office allowances indicated below are those that the Consultant has agreed to pay for this assignment to the Experts listed;
(d) the factors listed in the attached table for social charges and overhead are based on the firm’s average cost experiences for the latest three years as represented by the firm’s financial statements; and
(e) said factors for overhead and social charges do not include any bonuses or other means of profit-sharing.
[Name of Consultant]
Signature of Authorized Representative Date
Name:
Title:
53 | P a g e Section 4. Financial Proposal - Standard Forms
Consultant’s Representations Regarding Costs and Charges (Model Form I)
(Expressed in {insert name of currency*})
Personnel 1 2 3 4 5 6 7 8 Profit2 Name Position Basic Social Overhead Subtotal Away from Proposed Fixed Proposed Fixed Remuneration Charges1 Home Office Rate per Working Rate per Working 1 Allowance Month/Day/Hour Month/Day/Hour1 Rate per Working Month/Day/Year
Home Office
Client’s Country
{* If more than one currency is used, use additional table(s), one for each currency}
1. Expressed as percentage of 1 2. Expressed as percentage of 4 Section 4 – Financial Proposal – Standard Forms
FORM FIN-4 BREAKDOWN OF REIMBURSABLE EXPENSES
When used for Lump-Sum contract assignment, information to be provided in this Form shall only be used to demonstrate the basis for calculation of the Contract ceiling amount, to calculate applicable taxes at contract negotiations and, if needed, to establish payments to the Consultant for possible additional services requested by the Client. This form shall not be used as a basis for payments under Lump-Sum contracts
B. Reimbursable Expenses
N° Type of Reimbursable Unit Unit Cost Quantity {Currency # 1- {Currency # 2- {Currency# 3- {Local Expenses as in FIN-2} as in FIN-2} as in FIN-2} Currency- as in
FIN-2}
{e.g., Per diem allowances**} {Day}
{e.g., International flights} {Ticket}
{e.g., In/out airport {Trip} transportation} {e.g., Communication costs between Insert place and Insert place}
{ e.g., reproduction of reports}
{e.g., Office rent}
....................................
{Training of the Client’s personnel – if required in TOR}
Total Costs
Legend: “Per diem allowance” is paid for each night the expert is required by the Contract to be away from his/her usual place of residence. Client can set up a ceiling.
55 | P a g e Section 5. Eligible Countries
In reference to ITC6.3.2, for the information of shortlisted Consultants, at the present time firms, goods and services from the following countries are excluded from this selection: Under the ITC 6.3.2 (a): ________________[list country/countries following approval by the Bank to apply the restriction or state “none”] Under the ITC 6.3.2 (b): ________________[list country/countries or indicate “none”]
57 | P a g e Section 6. Bank Policy – Corrupt and Fraudulent Practices
(this Section 6 shall not be modified)
Guidelines for Selection and Employment of Consultants under IBRD Loans and IDA Credits &Grants by World Bank Borrowers, dated January 2011:
“Fraud and Corruption
1.23 It is the Bank’s policy to require that Borrowers (including beneficiaries of Bank loans), consultants, and their agents (whether declared or not), sub-contractors, sub-consultants, service providers, or suppliers, and any personnel thereof, observe the highest standard of ethics during the selection and execution of Bank-financed contracts [footnote: In this context, any action taken by a consultant or any of its personnel, or its agents, or its sub-consultants, sub-contractors, services providers, suppliers, and/or their employees, to influence the selection process or contract execution for undue advantage is improper.]. In pursuance of this policy, the Bank:
(a) defines, for the purposes of this provision, the terms set forth below as follows:
(i) “corrupt practice” is the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party2;
(ii) “fraudulent practice” is any act or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an obligation3;
(iii) “collusive practices” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party4;
(iv) “coercive practices” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party5;
2 For the purpose of this sub-paragraph, “another party” refers to a public official acting in relation to the selection process or contract execution. In this context “public official” includes World Bank staff and employees of other organizations taking or reviewing selection decisions.
3 For the purpose of this sub-paragraph, “party” refers to a public official; the terms “benefit” and “obligation” relate to the selection process or contract execution; and the “act or omission” is intended to influence the selection process or contract execution.
4 For the purpose of this sub-paragraph, “parties” refers to participants in the procurement or selection process (including public officials) attempting either themselves, or through another person or entity not participating in the procurement or selection process, to simulate competition or to establish prices at artificial, non-competitive levels, or are privy to each other’s bid prices or other conditions.
59 | P a g e Section 6. Bank Policy – Corrupt and Fraudulent Practices
(v) “obstructive practice” is
(aa) deliberately destroying, falsifying, altering, or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede a Bank investigation into allegations of a corrupt, fraudulent, coercive, or collusive practice; and/or threatening, harassing, or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or
(bb) acts intended to materially impede the exercise of the Bank’s inspection and audit rights;
(b) will reject a proposal for award if it determines that the consultant recommended for award or any of its personnel, or its agents, or its sub-consultants, sub-contractors, services providers, suppliers, and/or their employees, has, directly or indirectly, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for the contract in question;
(c) will declare misprocurement and cancel the portion of the Loan allocated to a contract if it determines at any time that representatives of the Borrower or of a recipient of any part of the proceeds of the Loan were engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices during the selection process or the implementation of the contract in question, without the Borrower having taken timely and appropriate action satisfactory to the Bank to address such practices when they occur, including by failing to inform the Bank in a timely manner they knew of the practices;
(d) will sanction a firm or an individual at any time, in accordance with prevailing Bank’s sanctions procedures6, including by publicly declaring such firm or an ineligible, either indefinitely or for a stated period of time: (i) to be awarded a Bank-financed contract, and (ii) to be a nominated7 sub-consultant, supplier, or service provider of an otherwise eligible firm being awarded a Bank-financed contract.
5For the purpose of this sub-paragraph, “party” refers to a participant in the selection process or contract execution.
6 A firm or an individual may be declared ineligible to be awarded a Bank-financed contract upon (i) completion of the Bank’s sanctions proceedings as per its sanctions procedures, including inter alia: cross-debarment as agreed with other International Financial Institutions, including Multilateral Development Banks, and through the application of the World Bank Group corporate administrative procurement sanctions procedures for fraud and corruption; and (ii) as a result of temporary suspension or early temporary suspension in connection with an ongoing sanctions proceedings. See footnote 12 and paragraph 8 of Appendix 1 of these Guidelines.
7 A nominated sub-consultant, supplier, or service provider is one which has been either (i) included by the consultant in its proposal because it brings specific and critical experience and know-how that are accounted for in the technical evaluation of the consultant’s proposal for the particular services; or (ii) appointed by the Borrower. Section 7.
Terms of Reference of Internal Audit of UPHSSP & 52 Covered Hospitals
1. Background: The Government of India (GOI) has received a credit of US $ 152 Million equivalent (Credit No. 5033-IN) from the International Development Association (IDA) for implementation and funding of Uttar Health Systems Strengthening Project (UPHSSP). The IDA has agreed to fund the Project upto US $ 152 Million over a period of 7 years. Under the Project, the Department of Medical, Health & Family Welfare, Government of Uttar Pradesh (GoUP) has prepared detailed plans to strengthen the management capability of the Directorate of Health by strengthening various Cells in the Directorate of Medical & Health and to improve the quality of public health service delivery by strengthening quality assurance cell in the Directorate of Medical & Health and NABH accreditation of the selected health facilities and by better engagement with the private sector.
2. Project Components:
Component 1: Strengthening management and accountability will support: I. Strategic planning functions in the Health Department, working closely with the recently established Health and Knowledge Resource Center (HKRC) in the Family Welfare Department.
II. Improved use of data for program management in collaboration with the existing Electronic Data Processing (EDP) Cell in the Department and expanding its scope to function as a Data Resource Center.
III. Strengthening the use of financial information for improved decision making through the existing accounting and auditing systems for treasury and society funds and over time enable the State to move to a unified financial management control system; and in undertaking the necessary procurement reform and strengthening of procurement and supply chain management systems; and
IV. Introducing and strengthening social accountability action research to introduce community assessment of health and health care at the local level and use assessment information to stimulate community action to demand better services, enhance positive health behaviors and promote community audits of service delivery; and introducing facility based provider incentives in the public sector.
Component 2: Improving quality of service delivery and private sector engagement will support:
61 | P a g e Section 7. Terms of Reference
I. Strengthening the institutional capacity for service quality improvement and supportive regulatory environment, this would include establishment and capacity building of the Quality Assurance (QA), Environment Management (EM) and Public Private Partnerships (PPP) Cells in the Directorate of Health.
II. Improvement of quality of service delivery at public sector hospitals to enable accreditation under the National Accreditation Board of Hospitals (NABH);
III. Contracting with private sector for improving quality of service delivery, which would include diagnostic services, non-clinical support services;
IV. Ensuring availability of the full complement of human resources required for accreditation at each selected facility, and health managers at the facility level
3. Implementation Arrangements:
a. Institutional and implementation Arrangements:
Project Governing Board (PGB) of the UPHSSP at the apex level, headed by the Chief Secretary, GoUP.
Project Steering Committee (PSC) of the UPHSSP headed by Principal Secretary Medical, Health and Family Welfare
Project Support Unit (PSU) headed by Project Director. Procurement Agent and Technical Services Provider
b. Financial Management Arrangements:
Project is being implemented through the main stream State Treasury System. The project implementing locations are the Project Support Unit, Indira Nagar, Lucknow and 52 Hospitals as per the list attached.
Disbursements from the World Bank will be made against Quarterly Interim Unaudited Financial Reports (IUFRs), to be submitted within 45 days of close of each Quarter. Expenditure as reported in the IUFRs will be subject to certification as per the Annual Audit by CAG. Internal Audits of PSU & Hospitals will be conducted by firms of Chartered Accountants appointed by PSU.
4. Objective of the Internal Audit:
The objectives of internal audit are as follows:
To evaluate adequacy and effectiveness of the financial management and internal
control system
To ensure compliance of laid down policies and procedures as documented in
Financial Management Manual of the project. To ensure that various payments for
civil work, goods, consultancy and services are done in the project in terms of the
contracts and guidelines of the Government.
To expresses an independent professional opinion with regard to efficiency,
effectiveness and economy of the project operations
Internal audit provides to the project management with timely information and
recommendations on financial management aspects to enable the management to take
corrective actions, wherever necessary, in due time Section 6. Bank Policy – Corrupt and Fraudulent Practices
5. Need for Internal Audit: As laid down in Project Appraisal Document (PAD), the internal audit of the Project expenditure at PSU and hospitals shall be done by an Internal Auditors i.e. Chartered Accountant Firm.
6. Scope of Audit:
The overall scope of Internal Audit will include:
(i) Enable the auditor to confirm compliance with Financial Management Guidelines laid down for the project and achieve the objective of the internal audit as mentioned in para 4 above.
(ii) Provide PSU with timely and real time information on financial management aspects of the project, including internal controls, compliance with financing agreement and areas in need for improvement and to enable follow-up action. This will involve regular and frequent visits to PSU and Hospitals to check the adherence with internal control requirement and quarterly reporting on compliances, budget and expenditure.
(iii) To ensure that various payments under the Project are made as per the financial management guidelines of the project, contracts and Financial Handbooks (as applicable)
7. Coverage of Audit: The audit would cover the entire project i.e., covering all sources and application of funds for the project, as considered necessary for the audit. Internal audit of the PSU and district hospitals will be conducted on yearly basis for the FY: 2018-19 and 6 month for FY: 2019-20. The selection of the hospitals shall be done in such a manner that all the district hospitals are covered for audit in the 18 months period. It should be carried out in accordance with the Internal Auditing Standards of Institute of Chartered Accountants of India, and will include such substantive and control tests as the Internal Auditor considers necessary under the circumstances. The Internal Auditor will submit an Audit Schedule in advance to PSU and agree the schedule with the PSU.
The internal auditor will conduct an assessment of the adequacy of the project Financial Management system, including internal controls. This would include aspects such as:-
a) Whether appropriate controls as specified by the Financial Management Manual (FMM), Project Appraisal Document (PAD), General Financial Rules (GFRs), Project Implementation Plan (PIP) and State Government rules and notifications are operating satisfactorily. The auditor should suggest methods for improving weak controls or creating them where these controls do not exist.
63 | P a g e Section 7. Terms of Reference
b) That proper books of account as laid down in the Financial Management Manual and adequate documentation is being maintained for timely and accurate reporting for project activities.
c) An assessment of compliance with provisions of the financing agreements and Project Agreements. Verify that expenditures charged under the project are eligible for financing, correctly classified and all necessary supporting documents, records, accounts and contracts have been kept in respect of all project transactions/activities. The clear linkages exist between the accounting records, IFRs and Project Financial statements.
d) An adequate system is in place to ensure that payments for goods, works and services have been made as per the terms of the contract and have not exceeded the contract value. The auditor should report such cases where these guidelines are not followed.
e) That an appropriate system of accounting and financial reporting exists, on the basis of which IUFR claims are prepared and submitted for reimbursement.
f) Adequate records are maintained regarding assets created and assets acquired by the project, including details of cost, identification and location of assets.
g) Checking adherence to FM aspects of Disclosure Management requirement of the project by implementing agencies.
h) Verifying compliance with the recommendation of the internal audit report of the previous period (s) and provide comments thereon.
8. Reporting Requirement/Deliverables:
The Internal Auditor team will provide 2 copies of annual internal audit reports to the project highlighting findings to enable the management to take timely action. This will be in the form of a Management Letter (including executive summary highlighting key issues for management) which will inter alia include;
Comments and observations on the financial management system and internal controls that were examined during the course of internal audit
Deficiencies and areas of weakness in systems and controls and specific recommendation for their improvement;
Compliance with legal agreements and comments, if any, on internal and external matters affecting such compliance;
Matters that have come to attention during the internal audit that might have a significant impact on the implementation of the project; and
Any other matter that the internal auditors consider pertinent. Status of Compliance with / follow up on agreed actions from previous audit reports. The comments from the PSU and concerned officers must be incorporated in the report
as Management comments. Reports will be delivered to PSU for FY: 2018-19 by 30th September, 2019 and for FY:
2019-20 (6 months September ending) by 31st December, 2019. Failure in submission of timely reports will be considered as unsatisfactory performance) Section 6. Bank Policy – Corrupt and Fraudulent Practices
9. Duration of Assignment:
The auditor will be appointed for a period of 18 months beginning from April 01, 2018 and ending on September 30th, 2019.
10. Team Composition & Qualification:
As project activities are also implemented in the field locations, the audit team should be
familiar with Local (Hindi) language and Government’s accounting/financial procedures. The
key personnel in the internal audit team, their minimum qualifications are indicated below:
Sl. Key Description of Services Experience No. of
No Professiona to be provided persons
l
Qualified Chartered
Accountant with at least 8 - 10
Overall coordination, & years of experience as a partner with expertise in the area of planning, team internal audit planning, 1 (shall be execution and reporting. evaluated in 1 Partner leadership, reporting, Preference will be given to those who have proven proposal) liaison with client and knowledge and experience in
issuance of final audit
report
dealing with development
projects in the relevant sector.
Responsibility to lead Qualified Chartered 2 Nos. 1 for the audit team, PSU and 1 planning, coordination, Accountant/Cost Accountant for district liaison with PSU and hospitals field offices and with at least 6-8 years of (shall be execution of audit, evaluated in 2 Team preparation of audit experience and similar proposal) leaders report as specified in the TORs experiences of independent
internal audit with ability to
lead the team and interact with
senior level govt. officials
4 Nos (will
Audit Staff not be (Semi 4 Qualified Field level audit evaluated CA and ICWA) Staff with experience in internal but shall audit of at least 3-5 years. need prior
approval
before start
of services).
65 | P a g e Section 7. Terms of Reference
(The auditing firm will form 2 teams led by Team Leader and 2 audit staff each for PSU and Hospitals)
11. Client’s Input and Counterpart Personnel: The auditor will be given access to all legal documents, correspondence, Books of Accounts, Finance Management Manual of the project, Project Implementation Plan (PIP), Project Appraisal Document (PAD), Development Credit Agreement, Government Orders, Office Orders, tenders, minutes, evaluation reports, contracts and other files and documents/information associated with the Project and as deemed necessary by the Auditor.
12. General: The Internal Audit services will be required at PSU and 52 hospital locations only. The selected firm will visit the hospitals mentioned in the TOR to carry out the audit of expenditures made out of the Project's funds at the given hospitals. The Internal Auditor will be required to form 2 teams (one team leader qualified CA and 2 Semi- qualified staff) under the overall leadership of partner. Two Teams will visit hospitals and one team will work at PSU, Lucknow for internal audit.
The Internal Auditor will ensure that PSU & all 52 hospitals under the project are covered in the audit program of 18 months. Audit and reporting of PSU & 52 Hospitals for the FY: 2018-19 will be completed by 30th September, 2019 and audit and reporting of PSU/Hospitals for 6 months ending 30th September, 2019 shall be completed by 31st December, 2019. The Audit program of the PSU and Hospitals will be pre- informed by the Auditor to agree upon the dates and availability of staff and records for audit. The auditor will also meet at PSU for specific compliance discussion before visit to hospitals in each year audit.
******************** Section 6. Bank Policy – Corrupt and Fraudulent Practices
Annexure to TOR
SUGGESTED FORMAT OF INTERNAL AUDIT REPORT
Part A: Brief Name and address of the Auditee:
a. Name & Address of the Auditee :
b. Name of Office bearers :
c. Name/s of Audit Team members :
d. Days of audit :
e. Period covered in the previous audit :
f. Period covered in the current audit :
Part B: Executive Summary:
The Executive Summary should normally cover the following items:-
a) Objective of audit. b) Methodology adopted for internal audit. c) Status of implementation of the financial management system and compliance of rules
and regulations. d) Status of compliance of previous audit reports, including major audit observations
pending compliance. e) Key areas of weaknesses that need improvement, classified into the following areas:
i. Disallowance of expenditure as per the World Bank rules. ii. Procedural Lapse. iii. Accounting Laps. iv. Accounting Books & records not maintained. f) Recommendations for improvements.
Executive Summary to include the following format:-
Para Observations Implications Recommendations for Auditee’s s Agreed No. with risks improvement Comments/fo Timeline for involved r compliance Compliance
67 | P a g e Section 7. Terms of Reference
Part C: Compliance to previous Audit Reports
In this part, provide status of compliance with previous reports and detail pending audit observations. The views of the auditee should also be mentioned. In case there is any difficulty or problem in resolution of audit findings, these should be clearly highlighted.
Part D: Serious Observations:
In this part, provide details of serious audit observations, such as ineligible expenses, major lapses in internal controls, systemic weaknesses, procurement procedures not followed, incorrect information submitted for reimbursement difference between cash drawn and expenditure reported, procedural lapse, accounting lapse, accounting books & records not maintained etc.
Part E: Other Observations:
Observations that are not serious in nature, but nonetheless require the attention of the project should be detailed in this part.
Part F: Executive Summary and Suggestions/ Recommendations:
Provide an Executive Summary of the observations mentioned in Part C and D along with suggestions/recommendations. Provide specific recommendations on internal control and systemic weakness. In addition to audit reports, the auditor will provide a report to Project Management highlighting findings during the period under review. This will be in the form of a consolidated Management Letter, which will inter-alia include:
a) Comments and observations on the financial management records, systems and controls that were examined during the course of the review.
b) Deficiencies and areas of weakness in systems and controls and recommendation for their improvement.
c) Compliance with covenants in the financing agreement and comments, if any, on internal and external matters affecting such compliance.
d) Matters that have come to attention during the review and might have a significant impact on the implementation of the Project.
e) Any special review procedures required of a compliance nature (for example, compliance of procurement procedures and procedure for selection of consultants etc. recommended by the World Bank).
f) Any other matters that the auditor considers pertinent. Section 6. Bank Policy – Corrupt and Fraudulent Practices
Annexure to TOR
List of 17 Hospitals selected for NABH Accreditation (Phase-1)
Sl. No. Name of Hospital
1 District Hospital (Female) Unnao
2 Dr Shyama Prasad Mukherji Hospital Lucknow
3 District Hospital (Female) Raebareilly
4 Veerangna Avanti Bai Hospital Lucknow
5 Balrampur Hospital Lucknow
6 District Hospital (Female) Hardoi
7 UHM Hospital Kanpur
8 Vrindavan Hospital Mathura
9 District Hospital (Male) Bahraich
10 TB Sapru Hospital Allahabad
11 District Hospital (Female) Allahabad
12 Pt Deen Dayal Upadhyaya Hospital Varanasi
13 SBD District Hospital (Male) Saharanpur
14 District Hospital (Female) Saharanpur
15 District Hospital (Female) Meerut
16 District Hospital (Female) MuzaffarNagar
17 District Hospital (Male) Bareilly
List of 23 Hospitals selected for NABH Accreditation (Phase-2)
Sl. No. Name of Hospital
1 District Hospital (Combined) Kannauj
2 District Hospital (Combined) Etawah
3 District Hospital (Male) Hamirpur
4 District Hospital (Male) Fatehpur
5 District Hospital (Male) Banda
6 District Hospital (Male) Jhansi
7 District Hospital (Female) Agra
8 District Hospital (Male) Mainpuri
9 Pt. Deen Dayal Upadhyay Joint Hospital Aligarh
10 District Hospital (Combined) Gautam Budh Nagar
11 District Hospital (Male) Gorakhpur
12 District Hospital (Combined) Kushinagar
13 District Hospital (Male) Faizabad
69 | P a g e Section 7. Terms of Reference
14 OPEC Hospital Basti
15 District Hospital (Male) Gonda
16 Mahatama Jyotibha Phule Hospital (Combined) Ambedkar Nagar
17 District Hospital (Male) Sultanpur
18 District Hospital (Female) Azamgarh
19 District Hospital (Combined) Jaunpur
20 District Hospital (Male) Mirzapur
21 District Hospital (Male) Rampur
22 District Hospital (Male) Moradabad
23 District Hospital (Male) Badaun
List of 12 Hospitals selected for NABH program (Phase-3)
1 AHM Hospital, Kanpur
2 Rani Laxmi Bai Joint Hospital, Rajajipuram, Lucknow
3 Lok Bandhu Raj Narayan Joint Hospital, Kanpur Road, Luck.
4 District Hospital (Male), Agra
5 SSPG Hospital, Varanasi
6 District Hospital (Male), Meerut
7 District Hospital (Male),Azamgarh
8 District Hospital (Male),Firozabad
9 District Hospital (Male), Faizabad
10 Veerangana Jhalkari Bai Hospital, Lucknow
11 MMG District Hospital, Ghaziabad
12 Dr. Ram Manohar Lohia Hospital, Lucknow
============ UMP-SUM FORM OF CONTRACT
STANDARD FORM OF CONTRACT
Consultant’s Services
Lump-Sum
71 | P a g e Consultant’s Services Lump-Based
Note : Page Serial numbers should be re-arranged
Contents
Preface ...............................................................................................................................75
I.Form of Contract ............................................................................................................77
II.General Conditions of Contract ....................................................................................81
A. General Provisions..................................................................................................81
1.Definitions ............................................................................................................81 2.Relationship Between the Parties ..........................................................................82 3.Law Governing Contract .......................................................................................83 4.Language ..............................................................................................................83 5.Headings ...............................................................................................................83 6.Communications ...................................................................................................83 7.Location ................................................................................................................ 83 8.Authority of Member in Charge ............................................................................83 9.Authorized Representatives ...................................................................................83 10.Corrupt and Fraudulent Practices.........................................................................83
B. Commencement, Completion, Modification and Termination of Contract .........84
11.Effectiveness of Contract ....................................................................................84 12.Termination of Contract for Failure to Become Effective ....................................84 13.Commencement of Services ................................................................................84 14.Expiration of Contract .........................................................................................84 15.Entire Agreement ................................................................................................84 16.Modifications or Variations.................................................................................84 17.Force Majeure .....................................................................................................84 18.Suspension ..........................................................................................................86 19.Termination ........................................................................................................86
C. Obligations of the Consultant ................................................................................88
20.General ...............................................................................................................88 21.Conflict of Interests.............................................................................................89 22.Confidentiality ....................................................................................................90 23.Liability of the Consultant ...................................................................................90 24.Insurance to be Taken out by the Consultant .......................................................90 25.Accounting, Inspection and Auditing ..................................................................90 26.Reporting Obligations .........................................................................................91 27.Proprietary Rights of the Client in Reports and Records ......................................91 28.Equipment, Vehicles and Materials ......................................................................91
D. Consultant’s Experts and Sub-Consultants...........................................................92
29.Description of Key Experts .................................................................................92
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30.Replacement of Key Experts............................................................................... 92 31.Removal of Experts or Sub-consultants............................................................... 92
E. Obligations of the Client ........................................................................................ 93
32.Assistance and Exemptions ................................................................................. 93 33.Access to Project Site ......................................................................................... 93 34.Change in the Applicable Law Related to Taxes and Duties ................................ 94 35.Services, Facilities and Property of the Client ..................................................... 94 36.Counterpart Personnel......................................................................................... 94 37.Payment Obligation ............................................................................................ 94
F. Payments to the Consultant ................................................................................... 94
38.Contract Price ..................................................................................................... 94 39.Taxes and Duties ................................................................................................ 95 40.Currency of Payment .......................................................................................... 95 41.Mode of Billing and Payment ............................................................................. 95 42.Interest on Delayed Payments ............................................................................. 96
G. Fairness and Good Faith........................................................................................ 96
43.Good Faith.......................................................................................................... 96
H. Settlement of Disputes ........................................................................................... 96
44. Amicable Settlement .......................................................................................... 96 45.Dispute Resolution.............................................................................................. 96
Attachment 1: Bank’s Policy – Corrupt and Fraudulent Practices ................................ 97
III.Special Conditions of Contract ................................................................................. 101
IV.Appendices ................................................................................................................. 111
Appendix A – Terms of Reference .............................................................................. 111
Appendix B - Key Experts........................................................................................... 111
Appendix C – Breakdown of Contract Price ................................................................ 111
Appendix D - Form of Advance Payments Guarantee .................................................. 113
74 | P a g e Consultant’s Services Lump-Based
Pref ace
1. The standard Contract form consists of four parts: the Form of Contract to be signed by the Client and the Consultant, the General Conditions of Contract (GCC), including Attachment 1 (Bank’s Policy – Corrupt and Fraudulent Practices); the Special Conditions of Contract (SCC); and the Appendices.
2. The General Conditions of Contract, including Attachment 1, shall not be modified. The Special Conditions of Contract that contain clauses specific to each Contract intend to supplement, but not over-write or otherwise contradict, the General Conditions.
75 | P a g e Consultant’s Services Lump-Based
CONTRACT FOR CONSULTANT’S SERVICES
Lump-Sum
Project Name___________________________ [Loan/Credit/Grant]No.____________________ Contract No.____________________________
between
[Name of the Client]
and
[Name of the Consultant] Dated:
76 | P a g e I. Form of Contract Lump-Sum
I. Form of Contract
LUMP-SUM
(Text in brackets [ ] is optional; all notes should be deleted in the final text)
This CONTRACT (hereinafter called the “Contract”) is made the [number] day of the month of [month], [year], between, on the one hand, [name of Client or Recipient] (hereinafter called the “Client”) and, on the other hand, [name of Consultant] (hereinafter called the “Consultant”).
[If the Consultant consist of more than one entity, the above should be partially amended to read as follows: “…(hereinafter called the “Client”) and, on the other hand, a Joint Venture (name of the JV) consisting of the following entities, each member of which will be jointly and severally liable to the Client for all the Consultant’s obligations under this Contract, namely, [name of member] and [name of member] (hereinafter called the “Consultant”).]
WHEREAS
(a) the Client has requested the Consultant to provide certain consulting services as defined in this Contract (hereinafter called the “Services”);
(b) the Consultant, having represented to the Client that it has the required professional skills, expertise and technical resources, has agreed to provide the Services on the terms and conditions set forth in this Contract;
(c) the Client has received [or has applied for] a loan [or credit or grant] from the [insert as relevant, International Bank for Reconstruction and Development (IBRD) or International Development Association (IDA)]:toward the cost of the Services and intends to apply a portion of the proceeds of this [loan/credit/grant] to eligible payments under this Contract, it being understood that (i) payments by the Bank will be made only at the request of the Client and upon approval by the Bank; (ii) such payments will be subject, in all respects, to the terms and conditions of the [loan/financing/grant]agreement, including prohibitions of withdrawal from the [loan/credit/grant] account for the purpose of any payment to persons or entities, or for any import of goods, if such payment or import, to the knowledge of the Bank, is prohibited by the decision of the United Nations Security council taken under Chapter VII of the Charter of the United Nations; and (iii) no party other than the Client shall derive any rights from the [loan/financing/grant] agreement or have any claim to the [loan/credit/grant] proceeds;
77 | P a g e I. Form of Contract Lump-Sum
NOW THEREFORE the parties hereto hereby agree as follows:
1. The following documents attached hereto shall be deemed to form an integral part of this Contract:
(a) The General Conditions of Contract (including Attachment 1 “Bank Policy – Corrupt and Fraudulent Practices);
(b) The Special Conditions of Contract; (c) Appendices:
Appendix A: Terms of Reference Appendix B: Key Experts Appendix C: Breakdown of Contract Price Appendix D: Form of Advance Payments Guarantee
In the event of any inconsistency between the documents, the following order of precedence shall prevail: the Special Conditions of Contract; the General Conditions of Contract, including Attachment 1; Appendix A; Appendix B; Appendix C; Appendix D. Any reference to this Contract shall include, where the context permits, a reference to its Appendices.
2. The mutual rights and obligations of the Client and the Consultant shall be as set forth in the Contract, in particular:
(a) the Consultant shall carry out the Services in accordance with the provisions of the Contract; and
(b) the Client shall make payments to the Consultant in accordance with the provisions of the Contract.
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names as of the day and year first above written.
For and on behalf of [Name of Client]
[Authorized Representative of the Client – name, title and signature] For and on behalf of [Name of Consultant or Name of a Joint Venture]
[Authorized Representative of the Consultant – name and signature]
[For a joint venture, either all members shall sign or only the lead member, in which case the power of attorney to sign on behalf of all members shall be attached.
78 | P a g e I. Form of Contract Lump-Sum
For and on behalf of each of the members of the Consultant [insert the Name of the Joint Venture]
[Name of the lead member]
[Authorized Representative on behalf of a Joint Venture] [add signature blocks for each member if all are signing]
79 | P a g e II. General Conditions of Contract Lump-Sum
II. General Conditions of Contract
A. GENERAL PROVISIONS
1. Definitions 1.1. Unless the context otherwise requires, the following terms whenever used in this Contract have the following meanings:
(a) “Applicable Guidelines” means Guidelines for Selection and Employment of Consultants under IBRD Loans and IDA Credits & Grants by World Bank Borrowers, dated January 2011.
(b) “Applicable Law” means the laws and any other instruments having the force of law in the Client’s country, or in such other country as may be specified in the Special Conditions of Contract (SCC), as they may be issued and in force from time to time.
(c) “Bank” means the International Bank for Reconstruction and Development (IBRD) or the International Development Association (IDA).
(d) “Borrower” means the Government, Government agency or other entity thatsigns the financing agreementwith the Bank.
(e) “Client” means the implementing agency that signs the Contract for the Services with the Selected Consultant.
(f) “Consultant” means a legally-established professional consulting firm or entity selected by the Client to provide the Services under the signed Contract.
(g) “Contract” means the legally binding written agreement signed between the Client and the Consultant and which includes all the attached documents listed in its paragraph 1 of the Form of Contract (the General Conditions (GCC), the Special Conditions (SCC), and the Appendices).
(h) “Day” means a working day unless indicated otherwise.
(i) “Effective Date” means the date on which this Contract comes into force and effect pursuant to Clause GCC 11.
(j) “Experts” means, collectively, Key Experts, Non-Key Experts, or any other personnel of the Consultant, Sub-consultant or JV member(s) assigned by the Consultant to perform the Services or any part thereof under the Contract.
81 | P a g e II. General Conditions of Contract Lump-Sum
2. Relationship (k) “Foreign Currency” means any currency other than the currency between the of the Client’s country. Parties (l) “GCC” means these General Conditions of Contract.
(m) “Government” means the government of the Client’s country.
(n) “Joint Venture (JV)” means an associationwith or without a legal personality distinct from that of its members, of more than one entity where one member has the authority to conduct all businesses for and on behalf of any and all the members of the JV, and where the members of the JV are jointly and severally liable to the Client for the performance of the Contract.
(o) “Key Expert(s)” means an individual professional whose skills, qualifications, knowledge and experience are critical to the performance of the Services under the Contract and whose Curricula Vitae (CV) was taken into account in the technical evaluation of the Consultant’s proposal.
(p) “Local Currency” means the currency of the Client’s country.
(q) “Non-Key Expert(s)” means an individual professional provided by the Consultant or its Sub-consultant to perform the Services or any part thereof under the Contract.
(r) “Party” means the Client or the Consultant, as the case may be, and “Parties” means both of them.
(s) “SCC” means the Special Conditions of Contract by which the GCC may be amended or supplemented but not over-written.
(t) “Services” means the work to be performed by the Consultant pursuant to this Contract, as described in Appendix A hereto.
(u) “Sub-consultants” means an entity to whom/which the Consultant subcontracts any part of the Services while remaining solely liable for the execution of the Contract.
(v) “Third Party” means any person or entity other than the Government, the Client, the Consultant or a Sub-consultant.
2.1. Nothing contained herein shall be construed as establishing a relationship of master and servant or of principal and agent as between the Client and the Consultant. The Consultant, subject to this Contract, has complete charge of the Experts and Sub- consultants, if any, performing the Services and shall be fully responsible for the Services performed by them or on their behalf hereunder.
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3. Law Governing 3.1. This Contract, its meaning and interpretation, and the relation Contract between the Parties shall be governed by the Applicable Law.
4. Language 4.1. This Contract has been executed in the language specified in the SCC, which shall be the binding and controlling language for all 5. Headings matters relating to the meaning or interpretation of this Contract.
6. Communications 5.1. The headings shall not limit, alter or affect the meaning of this Contract.
6.1. Any communication required or permitted to be given or made pursuant to this Contract shall be in writing in the language specified in Clause GCC 4. Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent to such Party at the address specified in the SCC.
7. Location 6.2. A Party may change its address for notice hereunder by giving the other Party any communication of such change to the address specified in the SCC.
7.1. The Services shall be performed at such locations as are specified in Appendix A hereto and, where the location of a particular task is not so specified, at such locations, whether in the Government’s country or elsewhere, as the Client may approve.
8. Authority of 8.1. In case the Consultant is a Joint Venture, the members hereby Member in authorize the member specified in the SCC to act on their behalf in Charge exercising all the Consultant’s rights and obligations towards the Client under this Contract, including without limitation the receiving of instructions and payments from the Client.
9. Authorized 9.1. Any action required or permitted to be taken, and any Representatives document required or permitted to be executed under this Contract by the Client or the Consultant may be taken or executed by the officials specified in the SCC.
10. Corrupt and 10.1. The Bank requires compliance with its policy in regard to Fraudulent corrupt and fraudulentpractices as set forth in Attachment 1 to the Practices GCC.
a. Commissions 10.2. The Client requires the Consultant to disclose any
and Fees commissions, gratuities or fees that may have been paid or are to be
paid to agents or any other party with respect to the selection process
or execution of the Contract. The information disclosed must
include at least the name and address of the agent or other party, the
amount and currency, and the purpose of the commission, gratuity or
83 | P a g e II. General Conditions of Contract Lump-Sum
fee. Failure to disclose such commissions, gratuities or fees may result in termination of the Contract and/or sanctions by the Bank.
B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT
11. Effectiveness of 11.1. This Contract shall come into force and effect on the date (the Contract “Effective Date”) of the Client’s notice to the Consultant instructing the Consultant to begin carrying out the Services. This notice shall confirm that the effectiveness conditions, if any, listed in the SCC have been met.
12. Termination of 12.1. If this Contract has not become effective within such time Contract for period after the date of Contract signature as specified in the SCC, Failure to Become either Party may, by not less than twenty two (22) days written Effective notice to the other Party, declare this Contract to be null and void, and in the event of such a declaration by either Party, neither Party shall have any claim against the other Party with respect hereto.
13. Commencement 13.1. The Consultant shall confirm availability of Key Experts and of Services begin carrying out the Services not later than the number of days after the Effective Date specified in the SCC.
14. Expiration of 14.1. Unless terminated earlier pursuant to Clause GCC 19 hereof, Contract this Contract shall expire at the end of such time period after the Effective Date as specified in the SCC.
15. Entire Agreement 15.1. This Contract contains all covenants, stipulations and provisions agreed by the Parties. No agent or representative of either Party has authority to make, and the Parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein.
16. Modifications or 16.1. Any modification or variation of the terms and conditions of Variations this Contract, including any modification or variation of the scope of the Services, may only be made by written agreement between the Parties. However, each Party shall give due consideration to any proposals for modification or variation made by the other Party.
17. Force Majeure 16.2. In cases of substantial modifications or variations, the prior a. Definition written consent of the Bank is required.
17.1. For the purposes of this Contract, “Force Majeure” means an event which is beyond the reasonable control of a Party, is not foreseeable, is unavoidable, and makes a Party’s performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible under the circumstances, and subject to
84 | P a g e II. General Conditions of Contract Lump-Sum
those requirements, includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other adverse weather conditions, strikes, lockouts or other industrial action confiscation or any other action by Government agencies.
17.2. Force Majeure shall not include (i) any event which is caused by the negligence or intentional action of a Party or such Party’s Experts, Sub-consultants or agents or employees, nor (ii) any event which a diligent Party could reasonably have been expected to both take into account at the time of the conclusion of this Contract, and avoid or overcome in the carrying out of its obligations hereunder.
17.3. Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
b. No Breach of 17.4. The failure of a Party to fulfill any of its obligations
Contract hereunder shall not be considered to be a breach of, or default
under, this Contract insofar as such inability arises from an event of
Force Majeure, provided that the Party affected by such an event
has taken all reasonable precautions, due care and reasonable
alternative measures, all with the objective of carrying out the terms
and conditions of this Contract.
c. Measures to 17.5. A Party affected by an event of Force Majeure shall continue be Taken to perform its obligations under the Contract as far as is reasonably practical, and shall take all reasonable measures to minimize the consequences of any event of Force Majeure.
17.6. A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as possible, and in any case not later than fourteen (14) calendar days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give written notice of the restoration of normal conditions as soon as possible.
17.7. Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.
17.8. During the period of their inability to perform the Services as a result of an event of Force Majeure, the Consultant, upon instructions by the Client, shall either:
(a) demobilize, in which case the Consultant shall be reimbursed for additional costs they reasonably and necessarily incurred, and, if required by the Client, in
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reactivating the Services; or
(b) continue with the Services to the extent reasonably possible, in which case the Consultant shall continue to be paid under the terms of this Contract and be reimbursed for additional costs reasonably and necessarily incurred.
17.9. In the case of disagreement between the Parties as to the existence or extent of Force Majeure, the matter shall be settled according to Clauses GCC 44& 45.
18. Suspension 18.1. The Client may, by written notice of suspension to the Consultant, suspend all payments to the Consultant hereunder if the Consultant fails to perform any of its obligations under this Contract, including the carrying out of the Services, provided that such notice of suspension (i) shall specify the nature of the failure, and (ii) shall request the Consultant to remedy such failure within a period not exceeding thirty (30) calendar days after receipt by the Consultant of such notice of suspension.
19. Termination 19.1. This Contract may be terminated by either Party as per provisions set up below:
a. By the Client 19.1.1. The Client may terminate this Contract in case of the occurrence of any of the events specified in paragraphs (a) through (f) of this Clause. In such an occurrence the Client shall give at least thirty (30) calendar days’ written notice of termination to the Consultant in case of the events referred to in (a) through (d); at least sixty (60) calendar days’ written notice in case of the event referred to in (e); and at least five (5) calendar days’ written notice in case of the event referred to in (f):
(a) If the Consultant fails to remedy a failure in the performance of its obligations hereunder, as specified in a notice of suspension pursuant to Clause GCC 18;
(b) If the Consultant becomes (or, if the Consultant consists of more than one entity, if any of its members becomes) insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary;
(c) If the Consultant fails to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause GCC 45.1;
(d) If, as the result of Force Majeure, the Consultant is
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b. By the unable to perform a material portion of the Services for a Consultant period of not less than sixty (60) calendar days;
c. Cessation of (e) If the Client, in its sole discretion and for any reason Rights and whatsoever, decides to terminate this Contract; Obligations (f) If the Consultant fails to confirm availability of Key Experts as required in Clause GCC 13.
19.1.2. Furthermore, if the Client determines that the Consultant has engaged in corrupt, fraudulent, collusive, coercive or obstructive practices, in competing for or in executing the Contract, then the Client may, after giving fourteen (14) calendar days written notice to the Consultant, terminate the Consultant's employment under the Contract.
19.1.3. The Consultant may terminate this Contract, by not less than thirty (30) calendar days’ written notice to the Client, in case of the occurrence of any of the events specified in paragraphs (a) through (d) of this Clause.
(a) If the Client fails to pay any money due to the Consultant pursuant to this Contract and not subject to dispute pursuant to Clause GCC 45.1 within forty-five (45) calendar days after receiving written notice from the Consultant that such payment is overdue.
(b) If, as the result of Force Majeure, the Consultant is unable to perform a material portion of the Services for a period of not less than sixty (60) calendar days.
(c) If the Client fails to comply with any final decision reached as a result of arbitration pursuant to Clause GCC 45.1.
(d) If the Client is in material breach of its obligations pursuant to this Contract and has not remedied the same within forty-five (45) days (or such longer period as the Consultant may have subsequently approved in writing) following the receipt by the Client of the Consultant’s notice specifying such breach.
19.1.4. Upon termination of this Contract pursuant to Clauses GCC 12 or GCC 19 hereof, or upon expiration of this Contract pursuant to Clause GCC 14, all rights and obligations of the Parties hereunder shall cease, except (i) such rights and obligations as may have accrued on the date of termination or expiration, (ii) the obligation of confidentiality set forth in Clause GCC 22, (iii) the Consultant’s obligation to permit
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d. Cessation of inspection, copying and auditing of their accounts and records Services set forth in Clause GCC 25, and (iv) any right which a Party may have under the Applicable Law. e. Payment upon 19.1.5. Upon termination of this Contract by notice of either Termination Party to the other pursuant to Clauses GCC 19a or GCC 19b, the Consultant shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the Services to a close in a prompt and orderly manner and shall make every reasonable effort to keep expenditures for this purpose to a minimum. With respect to documents prepared by the Consultant and equipment and materials furnished by the Client, the Consultant shall proceed as provided, respectively, by Clauses GCC 27 or GCC 28.
19.1.6. Upon termination of this Contract, the Client shall make the following payments to the Consultant:
(a) payment for Services satisfactorily performed prior to the effective date of termination; and
(b) in the case of termination pursuant to paragraphs (d) and (e) of Clause GCC19.1.1, reimbursement of any reasonable cost incidental to the prompt and orderly termination of this Contract, including the cost of the return travel of the Experts.
20. General C. OBLIGATIONS OF THE CONSULTANT a. Standard of Performance 20.1 The Consultant shall perform the Services and carry out the Services with all due diligence, efficiency and economy, in 88 | P a g e accordance with generally accepted professional standards and practices, and shall observe sound management practices, and employ appropriate technology and safe and effective equipment, machinery, materials and methods. The Consultant shall always act, in respect of any matter relating to this Contract or to the Services, as a faithful adviser to the Client, and shall at all times support and safeguard the Client’s legitimate interests in any dealings with the third parties.
20.2. The Consultant shall employ and provide such qualified and experienced Experts and Sub-consultants as are required to carry out the Services.
20.3. The Consultant may subcontract part of the Services to an extent and with such Key Experts and Sub-consultants as may be approved in advance by the Client. Notwithstanding such approval, II. General Conditions of Contract Lump-Sum
the Consultant shall retain full responsibility for the Services.
b. Law 20.4. The Consultant shall perform the Services in accordance with
Applicable to the Contract and the Applicable Law and shall take all practicable
Services steps to ensure that any of its Experts and Sub-consultants, comply
with the Applicable Law.
20.5. Throughout the execution of the Contract, the Consultant shall comply with the import of goods and services prohibitions in the Client’s country when
(a) as a matter of law or official regulations, the Borrower’s country prohibits commercial relations with that country; or
(b) by an act of compliance with a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations, the Borrower’s Country prohibits any import of goods from that country or any payments to any country, person, or entity in that country.
20.6. The Client shall notify the Consultant in writing of relevant local customs, and the Consultant shall, after such notification, respect such customs.
21. Conflict of 21.1. The Consultant shall hold the Client’s interests paramount, Interests without any consideration for future work, and strictly avoid conflict with other assignments or their own corporate interests.
a. Consultant 21.1.1 The payment of the Consultant pursuant to GCC F Not to Benefit (Clauses GCC 38 through 42) shall constitute the Consultant’s from only payment in connection with this Contract and, subject to Commissions, Clause GCC 21.1.3, the Consultant shall not accept for its own Discounts, etc. benefit any trade commission, discount or similar payment in connection with activities pursuant to this Contract or in the discharge of its obligations hereunder, and the Consultant shall use its best efforts to ensure that any Sub-consultants, as well as the Experts and agents of either of them, similarly shall not receive any such additional payment.
21.1.2 Furthermore, if the Consultant, as part of the Services, has the responsibility of advising the Client on the procurement of goods, works or services, the Consultant shall comply with the Bank’s Applicable Guidelines, and shall at all times exercise such responsibility in the best interest of the Client. Any discounts or commissions obtained by the Consultant in the exercise of such procurement responsibility shall be for the account of the Client.
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b. Consultant 21.1.3 The Consultant agrees that, during the term of this and Affiliates Contract and after its termination, the Consultant and any entity Not to Engage affiliated with the Consultant, as well as any Sub-consultants in Certain and any entity affiliated with such Sub-consultants, shall be Activities disqualified from providing goods, works or non- consultingservices resulting from or directly related to the Consultant’s Services for the preparation or implementation of the project, unless otherwise indicated in the SCC.
c. Prohibition of 21.1.4 The Consultant shall not engage, and shall cause its Conflicting Experts as well as its Sub-consultants not to engage, either Activities directly or indirectly, in any business or professional activities that would conflict with the activities assigned to them under this Contract.
d. Strict Duty to 21.1.5 The Consultant has an obligation and shall ensure that Disclose its Experts and Sub-consultants shall have an obligation to Conflicting disclose any situation of actual or potential conflict that Activities impacts their capacity to serve the best interest of their Client, or that may reasonably be perceived as having this effect. Failure to disclose said situations may lead to the disqualification of the Consultant or the termination of its Contract.
22. Confidentiality 22.1 Except with the prior written consent of the Client, the Consultant and the Experts shall not at any time communicate to any person or entity any confidential information acquired in the course of the Services, nor shall the Consultant and the Experts make public the recommendations formulated in the course of, or as a result of, the Services.
23. Liability of the 23.1 Subject to additional provisions, if any, set forth in the SCC, Consultant the Consultant’s liability under this Contract shall be provided by the Applicable Law.
24. Insurance to be 24.1 The Consultant (i) shall take out and maintain, and shall cause Taken out by the any Sub-consultants to take out and maintain, at its (or the Sub- Consultant consultants’, as the case may be) own cost but on terms and conditions approved by the Client, insurance against the risks, and for the coverage specified in the SCC, and (ii) at the Client’s request, shall provide evidence to the Client showing that such insurance has been taken out and maintained and that the current premiums therefore have been paid. The Consultant shall ensure that such insurance is in place prior to commencing the Services as stated in Clause GCC 13.
25. Accounting, 25.1 The Consultant shall keep, and shall make all reasonable Inspection and efforts to cause its Sub-consultants to keep, accurate and systematic
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Auditing accounts and records in respect of the Services and in such form and detail as will clearly identify relevant time changes and costs.
25.2 The Consultant shall permit and shall cause its Sub- consultants to permit, the Bank and/or persons appointed by the Bank to inspect the Site and/or all accounts and records relating to the performance of the Contract and the submission of the Proposal to provide the Services, and to have such accounts and records audited by auditors appointed by the Bank if requested by the Bank. The Consultant’s attention is drawn to Clause GCC 10 which provides, inter alia, that acts intended to materially impede the exercise of the Bank’s inspection and audit rights provided for under this Clause GCC25.2 constitute a prohibited practice subject to contract termination (as well as to a determination of ineligibility under the Bank’s prevailing sanctions procedures.)
26. Reporting 26.1 The Consultant shall submit to the Client the reports and Obligations documents specified in Appendix A, in the form, in the numbers and within the time periods set forth in the said Appendix.
27. Proprietary Rights 27.1 Unless otherwise indicated in the SCC, all reports and of the Client in relevant data and information such as maps, diagrams, plans, Reports and databases, other documents and software, supporting records or Records material compiled or prepared by the Consultant for the Client in the course of the Services shall be confidential and become and remain the absolute property of the Client. The Consultant shall, not later than upon termination or expiration of this Contract, deliver all such documents to the Client, together with a detailed inventory thereof. The Consultant may retain a copy of such documents, data and/or software but shall not use the same for purposes unrelated to this Contract without prior written approval of the Client.
27.2 If license agreements are necessary or appropriate between the Consultant and third parties for purposes of development of the plans, drawings, specifications, designs, databases, other documents and software, the Consultant shall obtain the Client’s prior written approval to such agreements, and the Client shall be entitled at its discretion to require recovering the expenses related to the development of the program(s) concerned. Other restrictions about the future use of these documents and software, if any, shall be specified in the SCC.
28. Equipment, 28.1 Equipment, vehicles and materials made available to the Vehicles and Consultant by the Client, or purchased by the Consultant wholly or Materials partly with funds provided by the Client, shall be the property of the Client and shall be marked accordingly. Upon termination or expiration of this Contract, the Consultant shall make available to the Client an inventory of such equipment, vehicles and materials and shall dispose of such equipment, vehicles and materials in accordance
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with the Client’s instructions. While in possession of such equipment, vehicles and materials, the Consultant, unless otherwise instructed by the Client in writing, shall insure them at the expense of the Client in an amount equal to their full replacement value.
28.2 Any equipment or materials brought by the Consultant or its Experts into the Client’s country for the use either for the project or personal use shall remain the property of the Consultant or the Experts concerned, as applicable.
D. CONSULTANT’S EXPERTS ANDSUB-CONSULTANTS
29. Description of Key 29.1 The title, agreed job description, minimum qualification and Experts estimated period of engagement to carry out the Services of each of the Consultant’s Key Experts are described in Appendix B.
30. Replacement of Key 30.1 Except as the Client may otherwise agree in writing, no
Experts changes shall be made in the Key Experts.
30.2 Notwithstanding the above, the substitution of Key Experts during Contract execution may be considered only based on the Consultant’s written request and due to circumstances outside the reasonable control of the Consultant, including but not limited to death or medical incapacity. In such case, the Consultant shall forthwith provide as a replacement, a person of equivalent or better qualifications and experience, and at the same rate of remuneration.
31. Removal of Experts 31.1 If the Client finds that any of the Experts or Sub-consultant or Sub-consultants has committed serious misconduct or has been charged with having committed a criminal action, or shall the Client determine that Consultant’s Expert of Sub-consultant have engaged in corrupt, fraudulent, collusive, coercive or obstructivepractice while performing the Services, the Consultant shall, at the Client’s written request, provide a replacement.
31.2 In the event that any of Key Experts, Non-Key Experts or Sub-consultants is found by the Client to be incompetent or incapable in discharging assigned duties, the Client, specifying the grounds therefore, may request the Consultant to provide a replacement.
31.3 Any replacement of the removed Experts or Sub-consultants shall possess better qualifications and experience and shall be acceptable to the Client.
31.4 The Consultant shall bear all costs arising out of or incidental to any removal and/or replacement of such Experts.
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32. Assistance and E. OBLIGATIONS OF THE CLIENT Exemptions 32.1 Unless otherwise specified in the SCC, the Client shall use its 33. Access to Project best efforts to: Site (a) Assist the Consultant with obtaining work permits and such other documents as shall be necessary to enable the Consultant to perform the Services.
(b) Assist the Consultant with promptly obtaining, for the Experts and, if appropriate, their eligible dependents, all necessary entry and exit visas, residence permits, exchange permits and any other documents required for their stay in the Client’s country while carrying out the Services under the Contract.
(c) Facilitate prompt clearance through customs of any property required for the Services and of the personal effects of the Experts and their eligible dependents.
(c) Issue to officials, agents and representatives of the Government all such instructions and information as may be necessary or appropriate for the prompt and effective implementation of the Services.
(d) Assist the Consultant and the Experts and any Sub-consultants employed by the Consultant for the Services with obtaining exemption from any requirement to register or obtain any permit to practice their profession or to establish themselves either individually or as a corporate entity in the Client’s country according to the applicable law in the Client’s country.
(e) Assist the Consultant, any Sub-consultants and the Experts of either of them with obtaining the privilege, pursuant to the applicable law in the Client’s country, of bringing into the Client’s country reasonable amounts of foreign currency for the purposes of the Services or for the personal use of the Experts and of withdrawing any such amounts as may be earned therein by the Experts in the execution of the Services.
(f) Provide to the Consultant any such other assistance as may be specified in the SCC.
33.1 The Client warrants that the Consultant shall have, free of charge, unimpeded access to the project site in respect of which access is required for the performance of the Services. The Client will be responsible for any damage to the project site or any property thereon resulting from such access and will indemnify the Consultant and each of the experts in respect of liability for any such damage, unless such damage is caused by the willful default or negligence of
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the Consultant or any Sub-consultants or the Experts of either of them.
34. Change in the 34.1 If, after the date of this Contract, there is any change in the Applicable Law applicable law in the Client’s country with respect to taxes and duties Related to Taxes which increases or decreases the cost incurred by the Consultant in and Duties performing the Services, then the remuneration and reimbursable expenses otherwise payable to the Consultant under this Contract shall be increased or decreased accordingly by agreement between the Parties hereto, and corresponding adjustments shall be made to the Contract price amount specified in Clause GCC 38.1
35. Services, Facilities 35.1 The Client shall make available to the Consultant and the and Property of the Experts, for the purposes of the Services and free of any charge, the Client services, facilities and property described in the Terms of Reference (Appendix A) at the times and in the manner specified in said Appendix A.
36. Counterpart 36.1 The Client shall make available to the Consultant free of Personnel charge such professional and support counterpart personnel, to be nominated by the Client with the Consultant’s advice, if specified in Appendix A.
36.2 Professional and support counterpart personnel, excluding Client’s liaison personnel, shall work under the exclusive direction of the Consultant. If any member of the counterpart personnel fails to perform adequately any work assigned to such member by the Consultant that is consistent with the position occupied by such member, the Consultant may request the replacement of such member, and the Client shall not unreasonably refuse to act upon such request.
37. Payment 37.1 In consideration of the Services performed by the Consultant Obligation under this Contract, the Client shall make such payments to the Consultant for the deliverables specified in Appendix A and in such manner as is provided by GCC F below.
38. Contract Price F. PAYMENTS TO THE CONSULTANT
38.1 The Contract price is fixed and is set forth in the SCC. The Contract price breakdown is provided in Appendix C.
38.2 Any change to the Contract price specified in Clause 38.1 can be made only if the Parties have agreed to the revised scope of Services pursuant to Clause GCC 16 and have amended in writing the Terms of Reference in Appendix A.
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39. Taxes and Duties 39.1 The Consultant, Sub-consultants and Experts are responsible for meeting any and all tax liabilities arising out of the Contract unless it is stated otherwise in the SCC.
39.2 As an exception to the above and as stated in the SCC, all local identifiable indirect taxes (itemized and finalized at Contract negotiations) are reimbursed to the Consultant or are paid by the Client on behalf of the Consultant.
40. Currency of 40.1 Any payment under this Contract shall be made in the Payment currency(ies) of the Contract.
41. Mode of Billing and 41.1 The total payments under this Contract shall not exceed the
Payment Contract price set forth in Clause GCC 38.1.
41.2 The payments under this Contract shall be made in lump-sum installments against deliverables specified in Appendix A. The payments will be made according to the payment schedule stated in the SCC.
41.2.1 Advance payment:Unless otherwise indicated in the SCC, an advance payment shall be made against an advance payment bank guarantee acceptable to the Client in an amount (or amounts) and in a currency (or currencies) specified in the SCC. Such guarantee (i) is to remain effective until the advance payment has been fully set off, and (ii) is to be in the form set forth in Appendix D, or in such other form as the Client shall have approved in writing. The advance payments will be set off by the Client in equal portions against the lump-sum installments specified in the SCC until said advance payments have been fully set off.
41.2.2 The Lump-Sum Installment Payments. The Client shall pay the Consultant within sixty (60) days after the receipt by the Client of the deliverable(s) and the cover invoice for the related lump-sum installment payment. The payment can be withheld if the Client does not approve the submitted deliverable(s) as satisfactory in which case the Client shall provide comments to the Consultant within the same sixty (60) days period. The Consultant shall thereupon promptly make any necessary corrections, and thereafter the foregoing process shall be repeated.
41.2.3 The Final Payment .The final payment under this Clause shall be made only after the final report l have been submitted by the Consultant and approved as satisfactory by the Client. The Services shall then be deemed completed and finally accepted by the Client. The last lump-sum installment shall be
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deemed approved for payment by the Client within ninety (90) calendar days after receipt of the final report by the Client unless the Client, within such ninety (90) calendar day period, gives written notice to the Consultant specifying in detail deficiencies in the Services, the final report. The Consultant shall thereupon promptly make any necessary corrections, and thereafter the foregoing process shall be repeated. 41.2.4 All payments under this Contract shall be made to the accounts of the Consultant specified in the SCC.
41.2.4 With the exception of the final payment under 41.2.3 above, payments do not constitute acceptance of the whole Services nor relieve the Consultant of any obligations hereunder.
42. Interest on Delayed 42.1 If the Client had delayed payments beyond fifteen (15) days Payments after the due date stated in Clause GCC 41.2.2 , interest shall be paid to the Consultant on any amount due by, not paid on, such due date for each day of delay at the annual rate stated in the SCC.
43. Good Faith G. FAIRNESS AND GOOD FAITH
43.1 The Parties undertake to act in good faith with respect to each other’s rights under this Contract and to adopt all reasonable measures to ensure the realization of the objectives of this Contract.
H. SETTLEMENT OF DISPUTES
44. Amicable 44.1 The Parties shall seek to resolve any dispute amicably by Settlement mutual consultation.
44.2 If either Party objects to any action or inaction of the other Party, the objecting Party may file a written Notice of Dispute to the other Party providing in detail the basis of the dispute. The Party receiving the Notice of Dispute will consider it and respond in writing within fourteen (14) days after receipt. If that Party fails to respond within fourteen (14) days, or the dispute cannot be amicably settled within fourteen (14) days following the response of that Party, Clause GCC 45.1 shall apply.
45. Dispute Resolution 45.1 Any dispute between the Parties arising under or related to this Contract that cannot be settled amicably may be referred to by either Party to the adjudication/arbitration in accordance with the provisions specified in the SCC.
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II. General Conditions
Attachment 1: Bank’s Policy – Corrupt and Fraudulent Practices
(the text in this Attachment 1 shall not be modified)
Guidelines for Selection and Employment of Consultants under IBRD Loans and IDA Credits & Grants by World Bank Borrowers, dated January 2011:
“Fraud and Corruption
1.23 It is the Bank’s policy to require that Borrowers (including beneficiaries of Bank loans), consultants, and their agents (whether declared or not), sub-contractors, sub-consultants, service providers, or suppliers, and any personnel thereof, observe the highest standard of ethics during the selection and execution of Bank-financed contracts [footnote: In this context, any action taken by a consultant or any of its personnel, or its agents, or its sub- consultants, sub-contractors, services providers, suppliers, and/or their employees, to influence the selection process or contract execution for undue advantage is improper.]. In pursuance of this policy, the Bank:
(a) defines, for the purposes of this provision, the terms set forth below as follows:
(i) “corrupt practice” is the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party8;
(ii) “fraudulent practice” is any act or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an obligation9;
(iii) “collusive practices” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party10;
8 For the purpose of this sub-paragraph, “another party” refers to a public official acting in relation to the selection process or contract execution. In this context “public official” includes World Bank staff and employees of other organizations taking or reviewing selection decisions.
9 For the purpose of this sub-paragraph, “party” refers to a public official; the terms “benefit” and “obligation” relate to the selection process or contract execution; and the “act or omission” is intended to influence the selection process or contract execution.
10 For the purpose of this sub-paragraph, “parties” refers to participants in the procurement or selection process (including public officials) attempting either themselves, or through another person or entity not participating in the procurement or selection process, to simulate competition or to establish prices at artificial, non-competitive levels, or are privy to each other’s bid prices or other conditions.
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(iv) “coercive practices” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party11;
(v) “obstructive practice” is
(aa) deliberately destroying, falsifying, altering, or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede a Bank investigation into allegations of a corrupt, fraudulent, coercive, or collusive practice; and/or threatening, harassing, or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or
(bb) acts intended to materially impede the exercise of the Bank’s inspection and audit rights;
(b) will reject a proposal for award if it determines that the consultant recommended for award or any of its personnel, or its agents, or its sub-consultants, sub-contractors, services providers, suppliers, and/or their employees, has, directly or indirectly, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for the contract in question;
(c) will declare misprocurement and cancel the portion of the Loan allocated to a contract if it determines at any time that representatives of the Borrower or of a recipient of any part of the proceeds of the Loan were engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices during the selection process or the implementation of the contract in question, without the Borrower having taken timely and appropriate action satisfactory to the Bank to address such practices when they occur, including by failing to inform the Bank in a timely manner they knew of the practices;
(d) will sanction a firm or an individual at any time, in accordance with prevailing Bank’s sanctions procedures12, including by publicly declaring such firm or an ineligible, either indefinitely or for a stated period of time: (i) to be awarded a Bank-financed contract, and (ii) to be a nominated13 sub-consultant, supplier, or service provider of an otherwise eligible firm being awarded a Bank-financed contract.
11 For the purpose of this sub-paragraph, “party” refers to a participant in the selection process or contract execution.
12 A firm or an individual may be declared ineligible to be awarded a Bank-financed contract upon (i) completion of the Bank’s sanctions proceedings as per its sanctions procedures, including inter alia: cross- debarment as agreed with other International Financial Institutions, including Multilateral Development Banks, and through the application of the World Bank Group corporate administrative procurement sanctions procedures for fraud and corruption; and (ii) as a result of temporary suspension or early temporary suspension in connection with an ongoing sanctions proceedings. See footnote 12 and paragraph 8 of Appendix 1 of these Guidelines.
13 A nominated sub-consultant, supplier, or service provider is one which has been either (i) included by the consultant in its proposal because it brings specific and critical experience and know-how that are accounted for
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in the technical evaluation of the consultant’s proposal for the particular services; or (ii) appointed by the Borrower.
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III. Special Conditions of Contract
[Notes in brackets are for guidance purposes only and should be deleted in the final text of the signed contract]
Number of GC Amendments of, and Supplements to, Clauses in the General Clause Conditions of Contract
1.1(b) and 3.1 The Contract shall be construed in accordance with the law of India.
[Bank-financed contracts normally designate the law of the [Government’s/Client’s] country as the law governing the contract. However, the Parties may designate the law of another country, in which case the name of the respective country should be inserted, and the square brackets should be removed.]
4.1 The language is: English
6.1 and 6.2 The addresses are:
Client :
Attention : Facsimile : E-mail (where permitted):
Consultant :
Attention : Facsimile : E-mail (where permitted) :
8.1 [If the Consultant consists only of one entity, state “N/A”;
OR
If the Consultant is a Joint Venture consisting of more than one entity,
the name of the JV member whose address is specified in Clause
SCC6.1 should be inserted here. ]
The Lead Member on behalf of the JV is___________
______________________________[insert name of the member]
9.1 The Authorized Representatives are:
For the Client: [name, title]
For the Consultant: [name, title]
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11.1 [Note: If there are no effectiveness conditions, state “N/A”]
12.1 OR 13.1 14.1 List here any conditions of effectiveness of the Contract, e.g., approval 21 b. of the Contract by the Bank, effectiveness of the Bank [loan/credit/grant], receipt by the Consultant of an advance payment, and by the Client of an advance payment guarantee (see Clause SCC45.1(a)), etc.]
The effectiveness conditions are the following: [insert “N/A” or list the conditions]
Termination of Contract for Failure to Become Effective:
The time period shall be_______________________[insert time period, e.g.: four months].
Commencement of Services:
The number of days shall be_________________[e.g.: ten].
Confirmation of Key Experts’ availability to start the Assignment shall be submitted to the Client in writing as a written statement signed by each Key Expert.
Expiration of Contract:
The time period shall be________________________ [insert time period, e.g.: twelve months].
The Client reserves the right to determine on a case-by-case basis whether the Consultant should be disqualified from providing goods, works or non-consulting services due to a conflict of a nature described in Clause GCC 21.1.3
Yes______ No _____
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23.1 No additional provisions.
[OR
The following limitation of the Consultant’s Liability towards the Client can be subject to the Contract’s negotiations:
“Limitation of the Consultant’s Liability towards the Client:
(a) Except in the case of gross negligence or willful misconduct on the part of the Consultant or on the part of any person or a firm acting on behalf of the Consultant in carrying out the Services, the Consultant, with respect to damage caused by the Consultant to the Client’s property, shall not be liable to the Client:
(i) for any indirect or consequential loss or damage; and
(ii) for any direct loss or damage that exceeds [insert a multiplier, e.g.: one, two, three] times the total value of the Contract;
(b) This limitation of liability shall not
(i) affect the Consultant’s liability, if any, for damage to Third Parties caused by the Consultant or any person or firm acting on behalf of the Consultant in carrying out the Services;
(ii) be construed as providing the Consultant with any limitation or exclusion from liability which is prohibited by the [insert “Applicable Law”, if it is the law of the Client’s country, or insert “applicable law in the Client’s country”, if the Applicable Law stated in Clause SCC1.1 (b) is different from the law of the Client’s country].
[Notes to the Client and the Consultant: Any suggestions made by the Consultant in the Proposal to introduce exclusions/limitations of the Consultant’s liability under the Contract should be carefully scrutinized by the Client and discussed with the Bank prior to accepting any changes to what was included in the issued RFP. In this regard, the Parties should be aware of the Bank’s policy on this matter which is as follows:
To be acceptable to the Bank, any limitation of the Consultant’s liability should at the very least be reasonably related to (a) the
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24.1 damage the Consultant might potentially cause to the Client, and (b) 104 | P a g e the Consultant’s ability to pay compensation using its own assets and reasonably obtainable insurance coverage. The Consultant’s liability shall not be limited to less than a multiplier of the total payments to the Consultant under the Contract for remuneration and reimbursable expenses. A statement to the effect that the Consultant is liable only for the re-performance of faulty Services is not acceptable to the Bank. Also, the Consultant’s liability should never be limited for loss or damage caused by the Consultant’s gross negligence or willful misconduct.
The Bank does not accept a provision to the effect that the Client shall indemnify and hold harmless the Consultant against Third Party claims, except, of course, if a claim is based on loss or damage caused by a default or wrongful act of the Client to the extent permissible by the law applicable in the Client’s country.]
The insurance coverage against the risks shall be as follows:
[Delete what is not applicable except (a)].
(a) Professional liability insurance, with a minimum coverage of______________________[insert amount and currency which should be not less than the total ceiling amount of the Contract];
(b) Third Party motor vehicle liability insurance in respect of motor vehicles operated in the Client’s country by the Consultant or its Experts or Sub-consultants, with a minimum coverage of [insert amount and currency or state “in accordance with the applicable law in the Client’s country”];
(c) Third Party liability insurance, with a minimum coverage of [insert amount and currency or state “in accordance with the applicable law in the Client’s country”];
(d) employer’s liability and workers’ compensation insurance in respect of the experts and Sub-consultants in accordance with the relevant provisions of the applicable law in the Client’s country, as well as, with respect to such Experts, any such life, health, accident, travel or other insurance as may be appropriate; and
(e) insurance against loss of or damage to (i) equipment purchased in whole or in part with funds provided under this Contract, (ii) the Consultant’s property used in the performance of the Services, and (iii) any documents prepared by the Consultant in the III. Special Conditions of Contract Lump-Sum
performance of the Services.
27.1 [If applicable, insert any exceptions to proprietary rights
provision____________________________________]
27.2 [If there is to be no restriction on the future use of these documents by
either Party, this Clause SCC 27.2 should be deleted. If the Parties
wish to restrict such use, any of the following options, or any other
option agreed to by the Parties, could be used:
[The Consultant shall not use these [insert what applies…….documents and software………..]for purposes unrelated to this Contract without the prior written approval of the Client.]
[OR]
[The Client shall not use these [insert what applies…….documents
and software………..]for purposes unrelated to this Contract
without the prior written approval of the Consultant.]
32.1 [OR] (a) through (e) 32.1(f) [Neither Party shall use these [insert what applies…….documents and software………..] for purposes unrelated to this Contract 38.1 without the prior written approval of the other Party.]
[List here any changes or additions to Clause GCC 32.1. If there are no such changes or additions, delete this Clause SCC 321.]
[List here any other assistance to be provided by the Client. If there is no such other assistance, delete this Clause SCC 32.1(f).]
The Contract price is: ____________________ [insert amount and currency for each currency as applicable] [indicate: inclusive or exclusive] of local indirect taxes.
Any indirect local taxes chargeable in respect of this Contract for the Services provided by the Consultant shall [insert as appropriate: “be paid” or “reimbursed”] by the Client [insert as appropriate:”for“ or “to”]the Consultant.
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39.1 and 39.2 The amount of such taxes is ____________________ [insert the amount as finalized at the Contract’s negotiations on the basis of the estimates provided by the Consultant in Form FIN-2 of the Consultant’s Financial Proposal.
[The Bank leaves it to the Client to decide whether the Consultant (i) should be exempted from indirect local tax, or (ii) should be reimbursed by the Client for any such tax they might have to pay (or that the Client would pay such tax on behalf of the Consultant]
The Client warrants that [choose one applicable option consistent with the ITC 16.3 and the outcome of the Contract’s negotiations (Form FIN-2, part B “Indirect Local Tax – Estimates”):
If ITC16.3 indicates a tax exemption status, include the following: “the Consultant, the Sub-consultants and the Experts shall be exempt from”
OR
If ITC16.3 does not indicate the exemption and, depending on whether the Client shall pay the withholding tax or the Consultant has to pay, include the following:
“the Client shall pay on behalf of the Consultant, the Sub- consultants and the Experts,” OR “the Client shall reimburse the Consultant, the Sub-consultants and the Experts”]
any indirect taxes, duties, fees, levies and other impositions imposed, under the applicable law in the Client’s country, on the Consultant, the Sub-consultants and the Experts in respect of:
(a) any payments whatsoever made to the Consultant, Sub- consultants and the Experts (other than nationals or permanent residents of the Client’s country), in connection with the carrying out of the Services;
(b) any equipment, materials and supplies brought into the Client’s country by the Consultant or Sub-consultants for the purpose of carrying out the Services and which, after having been brought into such territories, will be subsequently withdrawn by them;
(c) any equipment imported for the purpose of carrying out the Services and paid for out of funds provided by the Client and which is treated as property of the Client;
(d) any property brought into the Client’s country by the Consultant, any Sub-consultants or the Experts (other than
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41.2 nationals or permanent residents of the Client’s country), or 41.2.1 the eligible dependents of such experts for their personal use and which willsubsequently be withdrawn by them upon their respective departure from the Client’s country, provided that:
(i) the Consultant, Sub-consultants and experts shall follow the usual customs procedures of the Client’s country in importing property into the Client’s country; and
(ii) if the Consultant, Sub-consultants or Experts do not withdraw but dispose of any property in the Client’s country upon which customs duties and taxes have been exempted, the Consultant, Sub-consultants or Experts, as the case may be, (a) shall bear such customs duties and taxes in conformity with the regulations of the Client’s country, or (b) shall reimburse them to the Client if they were paid by the Client at the time the property in question was brought into the Client’s country.
The payment schedule: At each stage/deliverables, the draft report will be submitted and shared with the Project authorities and after inputs/feedback of the Project, the final reports will be submitted)
Proportionate payment of the contract value i.e. for each semester on submission of final internal audit report with executive summary for PSU and each of the hospitals covered in audit in that semester.
[Total sum of all installments shall not exceed the Contract price set up in SCC38.1.]
[The advance payment could be in either the foreign currency, or the local currency, or both; select the correct wording in the Clause here below. The advance bank payment guarantee should be in the same currency(ies)]
The following provisions shall apply to the advance payment and the advance bank payment guarantee:
(1) An advance payment [of [insert amount] in foreign currency] [and of [insert amount] in local currency] shall be made within
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41.2.4 [insert number] days after the receipt of an advance bank 42.1 payment guarantee by the Client. The advance payment will be 45.1 set off by the Client in equal portions against [list the payments against which the advance is offset]. 108 | P a g e (2) The advance bank payment guarantee shall be in the amount and in the currency of the currency (ies) of the advance payment.
(3) The bank guarantee will be released when the advance payment has been fully set off.
The accounts are:
for foreign currency: [insert account]. for local currency: [insert account].
The interest rate is: [insert rate].
[In contracts with foreign consultants, the Bank requires that the international commercial arbitration in a neutral venue is used.]
Disputes shall be settled by arbitration in accordance with the following provisions:
1. Selection of Arbitrators. Each dispute submitted by a Party to arbitration shall be heard by a sole arbitrator or an arbitration panel composed of three (3) arbitrators, in accordance with the following provisions:
(a) Where the Parties agree that the dispute concerns a technical matter, they may agree to appoint a sole arbitrator or, failing agreement on the identity of such sole arbitrator within thirty (30) days after receipt by the other Party of the proposal of a name for such an appointment by the Party who initiated the proceedings, either Party may apply to President, Institution of Engineers India, New Delhi for a list of not fewer than five (5) nominees and, on receipt of such list, the Parties shall alternately strike names therefrom, and the last remaining nominee on the list shall be the sole arbitrator for the matter in dispute. If the last remaining nominee has not been determined in this manner within sixty (60) days of the date of the list, President, Institution of Engineers India, New Delhi shall appoint, upon the request of either Party and from such list or otherwise, a sole arbitrator for the matter in dispute.
(b) Where the Parties do not agree that the dispute concerns a III. Special Conditions of Contract Lump-Sum
technical matter, the Client and the Consultant shall each appoint one (1) arbitrator, and these two arbitrators shall jointly appoint a third arbitrator, who shall chair the arbitration panel. If the arbitrators named by the Parties do not succeed in appointing a third arbitrator within thirty (30) days after the latter of the two (2) arbitrators named by the Parties has been appointed, the third arbitrator shall, at the request of either Party, be appointed by Secretary, the Indian Council of Arbitration, New Delhi
(c) If, in a dispute subject to paragraph (b) above, one Party fails to appoint its arbitrator within thirty (30) days after the other Party has appointed its arbitrator, the Party which has named an arbitrator may apply to the Secretary, the Indian Council of Arbitration, New Delhi to appoint a sole arbitrator for the matter in dispute, and the arbitrator appointed pursuant to such application shall be the sole arbitrator for that dispute.
2. Rules of Procedure. Except as otherwise stated herein, arbitration proceedings shall be conducted in accordance with the rules of procedure for arbitration of the United Nations Commission on International Trade Law (UNCITRAL) as in force on the date of this Contract.
3. Substitute Arbitrators. If for any reason an arbitrator is unable to perform his/her function, a substitute shall be appointed in the same manner as the original arbitrator.
4. Nationality and Qualifications of Arbitrators. The sole arbitrator or the third arbitrator appointed pursuant to paragraphs 1(a) through 1(c) above shall be an internationally recognized legal or technical expert with extensive experience in relation to the matter in dispute and shall not be a national of the Consultant’s home country [If the Consultant consists of more than one entity, add: or of the home country of any of their members or Parties]or of the Government’s country. For the purposes of this Clause, “home country” means any of:
(a) the country of incorporation of the Consultant [If the Consultant consists of more than one entity, add: or of any of their members or Parties]; or
(b) the country in which the Consultant’s [or any of their members’ or Parties’] principal place of business is located; or
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(c) the country of nationality of a majority of the Consultant’s [or of any members’ or Parties’] shareholders; or
(d) the country of nationality of the Sub-consultants concerned, where the dispute involves a subcontract.
5. Miscellaneous. In any arbitration proceeding hereunder:
(a) proceedings shall, unless otherwise agreed by the Parties, be held in [select a country which is neither the Client’s country nor the Consultant’s country];
(b) the [type of language] language shall be the official language for all purposes; and
(c) the decision of the sole arbitrator or of a majority of the arbitrators (or of the third arbitrator if there is no such majority) shall be final and binding and shall be enforceable in any court of competent jurisdiction, and the Parties hereby waive any objections to or claims of immunity in respect of such enforcement.
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IV. Appendices
APPENDIX A – TERMS OF REFERENCE
……………………………………………………………………………………………
APPENDIX B - KEY EXPERTS
……………………………………………………………………………………………………
APPENDIX C – BREAKDOWN OF CONTRACT PRICE
[Insert the table with the unit rates to arrive at the breakdown of the lump-sum price. The table shall be based on [Form FIN-3 and FIN-4] of the Consultant’s Proposal and reflect any changes agreed at the Contract negotiations, if any. The footnote shall list such changes made to [Form FIN-3 and FIN-4] at the negotiations or state that none has been made.]
When the Consultant has been selected under Quality-Based Selection method, also add the following:
“The agreed remuneration rates shall be stated in the attached Model Form I. This form shall be prepared on the basis of Appendix A to Form FIN-3 of the RFP “Consultants’ Representations regarding Costs and Charges” submitted by the Consultant to the Client prior to the Contract’s negotiations.
Should these representations be found by the Client (either through inspections or audits pursuant to Clause GCC 25.2 or through other means) to be materially incomplete or inaccurate, the Client shall be entitled to introduce appropriate modifications in the remuneration rates affected by such materially incomplete or inaccurate representations. Any such modification shall have retroactive effect and, in case remuneration has already been paid by the Client before any such modification, (i) the Client shall be entitled to offset any excess payment against the next monthly payment to the Consultants, or (ii) if there are no further payments to be made by the Client to the Consultants, the Consultants shall reimburse to the Client any excess payment within thirty (30) days of receipt of a written claim of the Client. Any such claim by the Client for reimbursement must be made within twelve (12) calendar months after receipt by the Client of a final report and a final statement approved by the Client in accordance with Clause GCC 45.1(d) of this Contract.”]
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Model Form I Breakdown of Agreed Fixed Rates in Consultant’s Contract
We hereby confirm that we have agreed to pay to the Experts listed, who will be involved in performing the Services, the basic fees and away from the home office allowances (if applicable) indicated below:
(Expressed in [insert name of currency])*
Experts 1 2 3 4 5 6 7 8 Profit2 Basic Social Away from Agreed Fixed Rate Agreed Fixed Rate Remuneration Charges1 Name Position Overhead1 Subtotal Home Office per Working per Working rate per Working Allowance Month/Day/Hour Month/Day/Hour1 Month/Day/Year
Home Office
Work in the Client’s Country
1 Expressed as percentage of 1 2 Expressed as percentage of 4
* If more than one currency, add a table
Signature Date
Name and Title:
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APPENDIX D - FORM OF ADVANCE PAYMENTS GUARANTEE:
NOT APPLICABLE
[See Clause GCC 41.2.1 and SCC 41.2.1] {Guarantor letterhead or SWIFT identifier code}
Bank Guarantee for Advance Payment
Guarantor:___________________ [insert commercial Bank’s Name, and Address of Issuing Branch or Office]
Beneficiary: _________________ [insert Name and Address of Client]
Date: ____________[insert date]____
ADVANCE PAYMENT GUARANTEE No.: ___________[insert number]______
We have been informed that ____________ [name of Consultant or a name of the Joint Venture, same as appears on the signed Contract] (hereinafter called "the Consultant") has entered into Contract No. _____________ [reference number of the contract] dated ___[insert date]_________ with the Beneficiary, for the provision of __________________ [brief description of Services] (hereinafter called "the Contract").
Furthermore, we understand that, according to the conditions of the Contract, an advance payment in the sum of ___________ [insert amount in figures] () [amount in words] is to be made against an advance payment guarantee.
At the request of the Consultant, we, as Guarantor, hereby irrevocably undertake to pay the Beneficiary any sum or sums not exceeding in total an amount of ___________ [amount in figures] () [amount in words]1 upon receipt by us of the Beneficiary’s complying demand supported by the Beneficiary’s a written statement, whether in the demand itself or in a separate signed document accompanying or identifying the demand, stating that the Consultant is in breach of their obligation under the Contract because the Consultant:
(a) has failed to repay the advance payment in accordance with the Contract conditions, specifying the amount which the Consultant has failed to repay;
(b) has used the advance payment for purposes other than toward providing the Services under the Contract.
1 The Guarantor shall insert an amount representing the amount of the advance payment and denominated either in the currency(ies) of the advance payment as specified in the Contract, or in a freely convertible currency acceptable to the Client.
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It is a condition for any claim and payment under this guarantee to be made that the advance payment referred to above must have been received by the Consultant on their account number ___________ at _________________ [name and address of bank].
The maximum amount of this guarantee shall be progressively reduced by the amount of the advance payment repaid by the Consultant as indicated in certified statements or invoices marked as “paid” by the Client which shall be presented to us. This guarantee shall expire, at the latest, upon our receipt of the payment certificate or paid invoice indicating that the Consultant has made full repayment of the amount of the advance payment, or on the __ day of _[month]__________, [year]__,2 whichever is earlier. Consequently, any demand for payment under this guarantee must be received by us at this office on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010 revision, ICC Publication No. 758.
_____________________ [signature(s)]
{Note: All italicized text is for indicative purposes only to assist in preparing this form and shall be deleted from the final product.}
2 Insert the expected expiration date. In the event of an extension of the time for completion of the Contract, the Client would need to request an extension of this guarantee from the Guarantor. Such request must be in writing and must be made prior to the expiration date established in the guarantee. In preparing this guarantee, the Client might consider adding the following text to the form, at the end of the penultimate paragraph: “The Guarantor agrees to a one-time extension of this guarantee for a period not to exceed [six months][one year], in response to the Client’s written request for such extension, such request to be presented to the Guarantor before the expiry of the guarantee.”
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