Management Consultancy for Implementation of KHSDP Request for Proposal
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Management Consultancy for Implementation of KHSDP
Request for Proposal
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INDIA
Karnataka Health Systems Development Project
Credit 2833 IN
Management Consultancy for Implementation of KHSDP
Request for Proposal
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CONTENTS
Title
Page No.
SECTION 1. LETTER OF INVITATION
3-4
SECTION 2. INFORMATION TO CONSULTANTS*
5-16
Data Sheet
17-21
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SECTION 3. TECHNICAL PROPOSAL - STANDARD FORMS
22-31
SECTION 4. FINANCIAL PROPOSAL - STANDARD FORMS
32-46
SECTION 5. TERMS OF REFERENCE
47-51
SECTION 6. STANDARD FORM OF CONTRACT
52-60
GENERAL CONDITIONS OF CONTRACT.
61 -81
SPECIAL CONDITIONS OF CONTRACT.
82-92
MODEL FORMS & APPENDICES
93 - 105
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Section 1. Letter of Invitation
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Bangalore
October 7, 1999
Dear:
1.
Government of India has received a credit from International Development
Association (IDA) toward the cost of Karnataka Health Systems Development Project
(KHSDP), and intends to apply a portion of this loan to eligible payments under this
Contract.
2.
Project Administrator, KHSDP, now invites Proposals to provide the following
Consulting Services:
The objective of the assignment is to assist the project office, KHSDP in:
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Renovation and Expansion of hospital buildings & environment
Procurement. Installation & Commissioning of hospital plant & equipment
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Designing and setting up
a) Maintenance system for bio-medical and other equipment
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b) Health Management Information System
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c) Hospital Waste Management Systems
d) Quality Assurance Systems
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e) Referral Systems
f) Health care programmes for disadvantaged sections.
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More details on the Services are provided in the attached Terms of Reference.
3.
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The RFP has been addressed to the following short listed consultants:
1.
2.
3.
4.
5.
6.
4.
WS Atkins India Pvt. Ltd.
Educational Consultants India Ltd.
Technicalaya Consultants Pvt. Ltd.
Skanska Medical Services AB
Centre for Symbiosis of Technology,
Environment and Management
Hospital Services Consultancy Corporation
- United Kingdom
- India
- India
- Sweden
- India
- India
A firm will be selected under Quality-and Cost-Based Selection (QCBS) and
procedures described in this RFP.
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5.
The RFP includes the following documents:
Section 1 - Letter of Invitation
Section 2 - Information to Consultants
Section 3 - Technical Proposal - Standard Forms
Section 4 - Financial Proposal - Standard Forms
Section 5 - Terms of Reference
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Section 6 - Standard Form of Contract.
6.
Please inform us, upon receipt:
that you received the letter of invitation; and
whether you will submit a proposal alone or in association.
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Yours sincerely,
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Project Administrator
Karnataka Health Systems Development Project
Govt, of Karnataka
Bangalore
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Section II: Information to Consultant
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Section 2. Information to Consultants*
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1. Introduction
1.1
The Client named in the '‘Data St eet” will select a firm among those listed in the
Letter of Invitation, in accordance with the method of selection indicated in the Data
Sheet and detailed in the edition of the Guidelines given in the Data Sheet.
1.2
The consultants are invited to submit a Technical Proposal and a Financial Proposal,
or a Technical Proposal only, as specified in the Data Sheet (the Proposal) for
consulting services required for the Assignment named in the Data Sheet. The
Proposal will be the basis for contract negotiations and ultimately signature of a
contract with the selected firm.
1.3
The Assignment shall be implemented in accordance with the phasing indicated in the
Data Sheet. When the Assignment includes several phases, continuation of services
for the next phase shall be subject to satisfactory performance of the previous phase
as determined by the Client.
1.4
The Consultants must familiarise themselves with local conditions and take them into
account in preparing their Proposals. To obtain first-hand information on the
Assignment and on the local conditions, consultants are encouraged to pay a visit to
the Client before submitting a Proposal, and to attend a pre-proposal conference if one
is specified in the Data Sheet. Attending the pre-proposal conference is optional. The
Consultant s representative should contact the officials named in the Data Sheet to
arrange for their visit or to obtain additional information on the pre-proposal
conference. Consultants should ensure that these officials are advised of the visit in
adequate time to allow them to make appropriate arrangements.
1.5
The Client will provide the inputs specified in the Data Sheet, assist the firms in
obtaining licenses and permits needed to carry out the services, and make available
relevant project data and reports.
1.6
Please note that (i) the costs of preparing the proposal and of negotiating the contract,
including a visit to the Client, are not reimbursable as a direct cost of the Assignment;
and (ii) the Client is not bound to accept any of the Proposals submitted.
1.7
Bank policy requires that consultants provide professional, objective, and impartial
advice and at all times hold the Client’s interests paramount, without any
consideration for future work, and strictly avoid conflicts with other assignments or
their own corporate interests. Consultants shall not be hired for any assignment that
would be in conflict with their prior or current obligations to other clients, or that may
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place them in a position of not being able to carry out the assignment in the best
interest of the Client.
1.7.1
Without limitation on the generality of this rule, consultants shall not be hired
under the circumstances set forth below:
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(a)
A firm which has been engaged by the Client to provide goods or
works for a project, and any of their affiliates, shall be disqualified
from providing consulting services for the same project. Conversely,
firms hired to provide consulting services for the preparation or
implementation of a project, and any of their affiliates, shall be
disqualified from subsequently providing goods or works or services
related to the initial assignment (other than a continuation of the firm's
earlier consulting services) for the same project.
(b)
Consultants or any of their affiliates shall not be hired for any
assignment which, by its nature, may be in conflict with another
assignment of the consultants.
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1.7.2
As pointed out in para. 1.7.1 (a) above, consultants may be hired for
downstream work, when continuity is essential, in which case this possibility
shall be indicated in the Data Sheet and the factors used for the selection of
the consultant should take the likelihood of continuation into account. It will
be the exclusive decision of the Client whether or not to have the downstream
assignment carried out, and if it is carried out, which consultant will be hired
for the purpose.
1.7.3
Any previous or ongoing participation in relation to the assignment by the
firm, its professional staff, or its affiliates or associates under a contract with
the World Bank may result in rejection of the proposal. Consultants should
clarify their situation in that respect with the Client before preparing the
proposal.
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1.8
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It is the Bank’s policy to require that Borrowers (including beneficiaries of Bank
loans), as well as consultants under Bank-financed contracts, observe the highest
standard of ethics during the selection and execution of such contracts. In pursuance
of this policy, the Bank:
(a)
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defines, for the purposes of this provision, the terms set forth below as
follows:
(i)
■'corrupt practice” means the offering, giving, receiving, or soliciting
of anything of .value to influence the action of a public official in the
selection process or in contract execution; and
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(ii)
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(b)
will reject a proposal for award if it determines that the firm recommended for
award has engaged in corrupt or fraudulent activities in competing for the
contract in question;
(c)
will cancel the portion of the loan allocated to the firm’s contract if it at any
time determines that corrupt or fraudulent practices were engaged in by
representatives of the Borrower or of a beneficiary of the loan during the
selection process or the execution of that contract, without the Borrower
having taken timeiy and appropriate action satisfactory to the Bank to remed;
the situation;
(d)
will declare a firm ineligible, either indefinitely or for a stated period of time,
to be awarded a Bank-financed contract if it at any time determines that the
firm has engaged in corrupt or fraudulent practices in competing for, or in
executing, a Bank-financed contract; and
(e)
will have the right to require that, in contract financed by a Bank loan, a
provision be included requiring consultants to permit the Bank to inspect their
accounts and records relating to the performance of the contract and to have
them audited by auditors appointed by the Bank.
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“fraudulent practice” means a misrepresentation of facts in order to
influence a selection process or the execution of a contract to the
detriment of the Borrower, and includes collusive practices among
consultants (prior to or after submission of proposals) designed to
establish prices at artificial, non-competitive levels and to deprive the
Borrower of the benefits of free and open competition.
1.9
Consultants shall not be under a declaration of ineligibility for corrupt and fraudulent
practices issued by the Bank in accordance with the above sub para 1.8 (d).
1.10
Consultants shall furnish information as described in the financial proposal
submission form (Section 4A) on commissions and gratuities, if any, paid or to be
paid to agents relating to this proposal, and to contract execution if the firm is
awarded the contract.
1.11
Consultants shall be aware of the provisions on fraud and corruption stated in the
standard contract under the clauses indicated in the Data Sheet.
2. Documents Comprising The RFP
2.1
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Consultants may request a clarification of any of the RFP documents up to the
number of days indicated in the Data Sheet before the Proposal submission date. Any
request for clarification must be sent in writing by paper mail, cable, telex, facsimile.
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or electronic mail to the Client’s address indicated in the Data Sheet. The Client will
respond by cable, telex, facsimile, or electronic mail to such requests and-will send
copies of the response to all invited consultants who intend to submit proposals.
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At any time before the submission of Proposals, the Client may, for any reason,
whether at its own initiative or in response to a clarification requested by an invited
firm, modify the RFP documents by amendment. Ary amendment shall be issued in
writing through addenda. Addenda shall be sent by mail, cable, telex, facsimile, or
electronic mail to all invited consultants and will be binding on them. The Client may
at its discretion extend the deadline for the submission of Proposals.
3. Preparation Of Proposal
3.1
Consultants are requested to submit a Proposal (para 1.2) written in the language(s)
specified in the Data Sheet.
Technical Proposal
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3.2
In preparing the Technical Proposal, consultants are expected to examine the
documents comprising this RFP in detail. Material deficiencies in providing the
information requested may result in rejection of a Proposal.
3.J
While preparing the Technical Proposal, consultants must give particular attention to
the following:
(i)
If a firm considers that it does not have all the expertise for the Assignment, it
may obtain a full range of expertise by associating with individual
consuitant(s) and/or other firms or entities in a joint venture relationship or
sub-consultancy, as appropriate. Consultants may associate with the other
consultants invited for this Assignment only with approval of the Client as
indicated in the Data Sheet. The consultants are encouraged to seek '
participation of local consultants by entering into a joint venture with, or
subcontracting part of the Assignment to national consultants.
(ii)
For assignments on a staff-time basis, the estimated number of professional
statf-months is given in the Data Sheet. The proposal shall, however, be
based on the number of professional staff-months estimated by the firm.
(iii)
It is desirable that the majority of the key professional staff proposed be
permanent employees of the firm or have an extended and stable working
relation with it.
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(iv)
Proposed professional staff must have at least the experience indicated in the
Data Sheet, preferably under conditions similar to those prevailing in the
country of the Assignment.
(V)
Alternative professional staff shall not be proposed, and only one curriculum
vitae (CV) may be submitted for each position.
(Vi)
Reports to be issued by the consultants as part of this assignment must be in
the language(s) specified in the Data Sheet. It is desirable that the firm’s
personnel have a working knowledge of the client’s national language.
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The Technical Proposal should provide the following information using the attached
Standard Forms (Section 3):
(i)
A brief description of the firm’s organisation and an outline of recent
experience on assignments (Section 3B) of a similar nature. For eadh
assignment, the outline should indicate, inter alia, the profiles and names of
the staff provided, duration of the assignment, contract amount, and firm’s
involvement.
(ii)
Any comments or suggestions on the Terms of Reference and on the data, a
list of services, and facilities to be provided by the Client (Section 3C).
(iii)
A description of the methodology and work plan for performing the
assignment (Section 3D).
(iv)
The list of the proposed staff team by speciality, the tasks that would be
assigned to each staff team member, and their timing (Section 3E).
(v)
CVs recently signed by the proposed professional staff and the authorised
representative submitting the proposal (Section 3F). Key information should
include number of years working for the firm/entity, and degree of
responsibility held in various assignments during the last ten (10) years.
(vi)
Estimates of the total staff effort (professional and support staff; staff time) to
be provided to carry out the Assignment, supported by bar chart diagrams
showing the time proposed for each professional staff team member.
(Sections 3E and 3G).
(vii)
A detailed description of the proposed methodology, staffing, and monitoring
ot training, if the Data Sheet specifies training as a major component of the
assignment.
(viii)
Any additional information requested in the Data Sheet
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3.5
The Technical Proposal shall not include any financial information.
Financial Proposal
3.6
In preparing the Financial Proposal, consultants are expected to take into account the
requirements and conditions of the RFP documents. The Financial Proposal should
follow Standard Forms (Section 4). It lists all costs associated with the Assignment,
including (a) remuneration for staff (foreign and local, in the field and at
headquarters), and (b) reimbursables such as subsistence (per diem, housing),
transportation (international and local, for mobilisation and demobilisation), services
and equipment (vehicles, office equipment, furniture, and supplies), office rent,
insurance, printing of documents, surveys; and training, if it is a major component of
the assignment. If appropriate, these costs should be broken down by activity and if
appropriate into foreign and local expenditures.
3.7
The Financial Proposal should clearly identify, as a separate amount, the local taxes
(including social security), duties, fees, levies, and other impositions imposed under
the applicable law, on the consultants, the sub-consultants, and their personnel (other
than nationals or permanent residents of the government’s country);_unless the Data I
Sheet specifies otherwise.
3.8
Consultants may express the price of their services in the currency of any Bank
member country or in the European Currency Unit. The consultants may not use
more than three foreign currencies. The Client may require consultants to state the
portion of their price representing local cost in the national currency if so indicated in
the Data Sheet.
3.9
Commissions and gratuities, if any, paid or to be paid by consultants and related to
the Assignment will be listed in the Financial Proposal submission form (section 4A).
3.10
The Data Sheet indicates how long the proposals must remain valid after the
submission date. During this period, the consultant is expected to keep available the
professional staff proposed for the assignment. The Client will make its best effort to
complete negotiations within this period. If the Client wishes to extend the validity
period of the proposals, the consultants who do not agree have the right not to extend
the validity of their proposals.
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4. Submission, Receipt, And Opening Of Proposals
4.1
The original Proposal (Technical Proposal and if required Financial Proposal: see
para 1.2) shall be prepared in indelible ink. It shall contain no inter-lineation or
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overwriting, except as necessary to correct errors made by the firm itself. Any such
corrections must be initialled by the person or persons who sign(s) the Proposals.
4.2
An authorised representative of the firm initials all pages of the Proposal. The
representative’s authorisation is confirmed by a written power of attorney
accompanying the Proposal.
4.3
For each Proposal, you should prepare the number of copies indicated in the Data
Sheet. Each Technical Proposal and Financial Proposal should be marked “Original”
or “Copy” as appropriate. If there are any discrepancies between the original and the
copies of the Proposal, the original governs.
4.4
The original and all copies of the Technical Proposal shall be placed in a sealed
envelope clearly marked “Technical Proposal,” and the original and all copies of the
Financial Proposal in a sealed envelope clearly marked “Financial Proposal” and
warning: "Do Not Open with the Technical Proposal.” Both envelopes shall be
placed into an outer sealed envelope bearing the submission address and other
information indicated in the Data Sheet and clearly marked, “DO NOT OPEN.
EXCEPT IN PRESENCE OF THE EVALUATION COMMITTEE.”
4.5
The completed Technical and Financial Proposal must be delivered at the submission
address on or before the time and date stated in the Data Sheet. Any Proposal
received after the closing time for submission of proposals shall be returned
unopened.
4.6
After the deadline for submission of proposals the Technical Proposal shall be opened
immediately by the evaluation committee. The Financial Proposal shall remain
sealed and deposited with a respectable public auditor or independent authority until
all submitted proposals are opened publicly.
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5. Proposal Evaluation
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General
5.1
>From the time the bids are opened to the time the contract is awarded, if any
consultant wishes to contact the Client on any matter related to its proposal, it should
do so in writing at the address indicated in the Data Sheet. Any effort by the firm to
influence the Client in the Client’s proposal evaluation, proposal comparison or
contract award decisions may result in the rejection of the consultant’s proposal.
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Evaluators of Technical Proposals shall have no access to the Financial Proposals
until the technical evaluation, including any Bank reviews and issuance-of a "no
objection’’ letter, is concluded.
Evaluation of Technical Proposals
5.3
The individual member of the evaluation committee appointed ?y the Client will
carry out the evaluation of proposals on the basis of their responsiveness to the Terms
of Reference, applying the evaluation criteria and point system specified in the Data
Sheet. Each responsive proposal will be given a technical score (St). A proposal to
be considered unsuitable shall be rejected at this stage if it does not respond to
important aspects of the Terms of Reference or if it fails to achieve the minimum
technical score indicated in the Data Sheet. The Client shall notify consultants of the
rejection of their Technical Proposal indicating that their Financial Proposals if any.
will be returned unopened after completing the selection process.
5.4
Deleted.
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Public Opening and Evaluation of Financial Proposals; Ranking
5.5
After the evaluation of quality is completed, the Client shall notify those consultants
whose proposals did not meet the minimum qualifying mark or were considered nonresponsive to the RFP and Terms of Reference, indicating that their Financial
Proposals will be returned unopened after completing the selection process. The
Client shall simultaneously notify the consultants that have secured the minimum
qualifying mark, indicating the date and time set for opening the Financial Proposals.
The opening date shall not be sooner than two weeks after the notification date. The
notification may be sent by registered letter, cable, telex, facsimile, or electronic mail.
5.6
The Financial Proposals shall be opened publicly in the presence of the consultants’
representatives who choose to attend. The name of the consultant, the quality scores,
and 'the proposed prices shall be read aloud and recorded when the Financial
Proposals are opened. The Client shall prepare minutes of the public opening.
5.7
The evaluation committee will determine whether the Financial Proposals are
complete, (i.e., whether they have costed all items of the corresponding Technical.
Proposals, if not. the Client will cost them and add their cost to the initial price),
correct any computational errors, and convert prices in various currencies to the single
currency specified in the Data Sheet. The official selling rates used, to be provided
by the source indicated in the Data Sheet, will be those in effect on the date indicated
in the Data Sheet. The evaluation shall exclude local taxes, impositions as specified
in para. 3.7.
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*(UN Agencies shall not receive any preferential treatment in the competitive
selection process, except that the Borrowers’ may accept the privileges and
immunities granted to UN agencies and their staff under existing international
conventions and may agree with UN agencies on special payment arrangements
required according to the agency’s charter provided these are acceptable to the Bank.
Such privileges, as well as other advantages such as tax exemption and other facilities
and special payment provisions shall be evaluated and neutralised in the cost
comparison.)
5.8
The lowest Financial Proposal (Fm) will be given a financial score (Sf) of 100 points.
The financial scores (Sf) of the other Financial Proposals will be computed as
indicated in the Data Sheet. Proposals will be ranked according to their combined
technical (S7) 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)
indicated in the Data Sheet: S = St x T% + Sf x P% . The firm achieving tfje
highest combined technical/ financial score will be invited for negotiations.
5.9
Deleted.
6. Negotiations
6.1
Negotiations will be held at the address indicated in the Data Sheet. The aim is to
reach agreement on all points and sign a contract.
6.2
Negotiations will include a discussion of the Technical Proposal, the proposed
methodology (work plan), staffing and any suggestions made by the firm to improve
the Terms of Reference. The Client and firm will then work out agreed final Terms
of Reference, staffing, and bar charts indicating activities, staff, periods in the field
and in the home office, staff-months, logistics, and reporting. The agreed work plan
and final Terms of Reference will then be incorporated in the “Description of
Services ’ and form part of the contract. Special attention will be paid to optimising
the required outputs from the firm within the available budget and to clearly defining
the inputs required from the Client to ensure satisfactory implementation of the
Assignment.
6.3
The financial negotiations will include a clarification of the firm’s tax liability in the
Client’s country (if any), and the manner in which it will be reflected in the contract;
and will reflect the agreed technical modifications in the cost of the services. Unless
there are exceptional reasons, the financial negotiations will involve neither the
remuneration rates for statf (no breakdown of fees) nor other proposed unit rates.
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6.4
Having selected the firm on the basis of, among other things, an evaluation of
proposed key professional staff, the Client expects to negotiate a contract on the basis
of the experts named in the Proposal. Before contract negotiations, the Client will
require assurances that the experts will be actually available. The Client will not
consider substitutions during contract negotiations unless both parties agree that
undue delay in the selection process makes such substitution unavoidable or that such
changes are critical to meet the objectives of the assignment. If this is not the case
and if it is established that key staff were offered in the proposal without confirming
their availability, the firm may be disqualified.
6.5
The negotiations will conclude with a review of the draft form of the contract. To
complete negotiations the Client and the firm will initial the agreed contract. If
negotiations fail, the Client will invite the firm that received the second highest score
to contract negotiations.
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7. Award Of Contract
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he contract will be awarded following negotiations. After
negotiations are
completed, the Client will promptly notify other consultants on
the shortlist that they
"of ,hose consul,an,s *did “
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8. Confidentiality
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awarT hah nit h d |eva\uatl0n of proposals and recommendations concerning
awards shall not be disclosed to the consultants who submitted the proposals Trio
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knOt.°fficially c“d with the process, until the winning
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been notified that it has been awarded the contract
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Data Sheet
Information to Consultants
Clause
Reference
1.1
The name of the Client is: Project Administrator, Karnataka Health Systems
Development Project, Government of Karnataka, Bangalore
The method of selection is: Quality-and Cost-Based Selection (QCBS)
The Edition of the Guidelines is: January 1997 Revised September 1997 and
January 1999
1.2
A technical and a Financi°! Proposals are requested: Yes
The name, objectives and description of the Assignment are:
The objective of the assignment is to assist the project office, KHSDP in:
1. Improving the performance and quality of health care services at the
district and sub-district level of the health care system.
2. Narrowing the current coverage gaps by facilitating access to health care
delivery, and
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Achieving better efficiency in the allocation and use of health resources.
1.3
The Assignment is phased: No
1.4
A pre-proposal conference will be held: Yes
On 3^ November, 1999 at 11 A.M. in the Office of the Project Administrator,
Karnataka Health Systems Development Project, 1st Floor, PHI Building
Seshadri Road, K.R. Circle, Bangalore 560 001
The name(s), address(es), and telephone/numbers of the Client’s Official(s)
are:
Dr. S Subramanava. Project Administrator, KHSDP, Govt, of Karnataka,
Bangalore. Tel. 22 77391
ShH—K—R.—Srinivas, Chief Administrative Officer, KHSDP, Govt of
Karnataka, Bangalore. Tel. 2276357
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1.5
The Client will provide the following inputs:
The client shall provide the consultant copies of project document and other
available information about the project. The consultant will be provided with
office space at the project office while offering the consultancy.
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1.7.2
The Client envisages the need for continuity for downstream work: No
1.11
The clauses on fraud and corruption in the contract are:
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Sub-Clause 2.9.1 and 3.6 of G.C.C.
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2.1
Clarifications may be requested 20 days before the submission date.
The address for requesting clarifications is: The Project Administrator,
KHSDP, 1st Floor PHI Building, Seshadri Road, K.R. Circle, Bangalore 56n
001
Tel:2276357, 2277390, 2274883 Facsimile: 2277389
3.1
Proposals should be submitted in the following language(s): English
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(i)
Shortlisted firm/entity may associate with other shortlisted firm: No
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(ii)
The estimated number of professional staff months required for the
assignment is: 132 man-months
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(iv)
The minimum required experience of proposed key staff is:
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(vi) Reports which are part of the assignment must be written in the
following language(s): English
Position
1. Civil Engineering
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2. Medical Equipment
Expert
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3. Equipment
Maintenance
Professional
Civil Engineer with more
than 15 years of experience
in planning & monitoring of
civil works
Degree in Bio-medic
Engineering with at-least 15
years of experience in
hospital equipment
management including
installation commissioning
and maintenance of bio
medic equipment
More than 15 years of
experience planning, setting
Specific Experience
Fully conversant with
procurement procedures
of civil works
Well conversant with
procurement procedures
of hospital equipment
including experience in
drawing technical
specifications and
carrying out pre
shipment inspection of
hospital equipment
experience in leading a
team of technicians for
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Specialist
ri
4. Public Health
Specialist
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5. Project
Management
Consultant
6. Resource planner
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and maintenance of large
scale maintenance network
for bio-medical equipment
I More than 15 years of
I national and international
levels in implementing
■ public health programmes
installation,
commissioning and "
maintenance of medical
and non-medical hospital
equipment
Well experienc^in
planning and organising
training for medical and
para-medical personnel.
Experience in planning
and implementation of
Information Systems in
hospitals. Experience in
planning and
implementation of Waste
Management Systems in
hospitals.
Management Consultant for * Experience in
a period of 15 years
conceptualising &
development of project
proposals for improving
health systems.
Experience in interacting
with international
funding agencies.
Experience in conducting
studies in the field of
health. Experience in
selling up organisation
and development of
human personnel.
Experience in identifying the
Actual experience of
resource gaps in terms of
atleast 3 years in
physical infrastructure and
planning for procurement
human resource
of hospital equipment,
civil works and
Planning &
personnel.
Implementing project
component & sub
component
3.4
(vii)
Training is an important feature of this Assignment: No
(viii) Additional Information in the Technical Proposal includes: NIL
1
r
3.8
The Consultants to state local costs in Indian Rupees.
3.10
Proposals must remain valid 90 days after the submission date
i.e. until: February 22,* 1999
20
-1
4.3
Consultants must submit an original and 1 additional copy of each proposal:
4.4
The proposal submission address is:
The Project Administrator,
Karnataka Health Systems Development Project
Is' Floor, PHI Building, Seshadri Road,
K. R. Circle, Bangalore 560 001
The information on the outer envelope should also include:_DO NOT OPEN
BEFORE EXCEPT IN PRESENCE OF EV/JLUATION COMMITTEE
4.5
5.1
Proposals must be submitted no later than the following date and time:
25 November 1999,15.30 hrs.
The address to bring information to the Client is:
The Project Administrator,
Karnataka Health Systems Development Project
Is' Floor, PHI Building, Seshadri Road,
K. R. Circle, Bangalore 560 001
5.3
The number of points to be given under each of the evaluation criteria are:
Points
(i)
j
J
j
Specific experience of the consultants related to the Assignment
(ii) Adequacy of the proposed work plan and methodology
in responding to the TOR
20
(iii) Qualifications and competence of the key staff for the Assignment
55
(iv) Suitability ot the transfer of knowledge program (training)
5
(v) Local participation (As reflected by nationals among key staff
presented by foreign and local firms)
Total Points:
10
100
The number of points to be given under each of the evaluation sub-criteria for
qualifications of staff are:
Points
(i) General qualifications
(ii) Adequacy for the project
1
10
30
60
J
1
J
21
(iii) Experience in region & language
10
Total Points:
The minimum technical score required to pass is :
75 Points
5.7
The single currency for price conversions is: Indian Rupees
RateofExchange 0131
5.8
6.1
100
°f India (SBI) B'C- Selling
The date of exchange rates is: the last date for submission of proposals, as
indicated m Clause 4.5 of Data Sheet
The formula for determining the financial scores is the following:
Zvp/f0 X
'j1
SfiS thefinancial score’
is the lowest price,
r the price ofthe proposal under consideration]
The weights given to the technical and Financial Proposals are •
T= 0.8, and
P= 0.2
The address for negotiations is:
The Project Administrator,
Karnataka Health Systems Development Project
1st Floor, PHI Building, Seshadri Road,
K. R. Circle, Bangalore 560 001
7.2
The Assignment is expected to commence on January 2000 at the Office of
Flo
eor?HrBtfil7niTt\KTtaka Health Systems Devel°Pment Project.Is'
1- loor, PHI Building, Seshadri Road, K. R. Circle, Bangalore 560 001
J
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1
Section 3. Technical Proposal - Standard Forms
3A.
Technical Proposal submission form.
3B.
Firm’s jeferences.
3C.
Comments and suggestions on the Terms of Reference and on data
services, and facilities to be provided by the Client.
3D.
Description of the methodology and work plan for performing the
assignment.
3E.
Team composition and task assignments.
3F.
Format of Curriculum Vitae of proposed professional staff.
3G.
Time schedule for professional personnel.
3H.
Activity (work) schedule.
ASKKSsrr------ :
rj
23
3A. Technical Proposal Submission Form
[Location, Date}
]
FROM: (Name of Firm)
TO: (Name and Address of Client)
I
Ladies/Gentlemen:
Subject:
Hiring of Consultancy Service for
■Technical Proposal.
We, the undersigned, offer to provide the consulting services for the above in
accordance with your Request for Proposal dated [Date}, and our Proposal. We are hereby
submitting our Proposal which includes this Technical Proposal, and a Financial Proposal
sealed under a separate envelope.
a
If negotiations are held during the period of validity of the Proposal, i.e., before
[Date} we undertake to negotiate on the basis of the proposed staff. Our Proposal is binding
upon us and subject to the modifications resulting from contract negotiations.
J
J
We understand you are not bound to accept any Proposal you receive.
a
J
We remain.
Yours sincerely,
Ji
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]
V
Authorized Signature:
Name and Title of Signatory:
Name of Firm:
Address:
nJ
1
24
3B. Firm’s References
Relevant Services Carried Out in the Last Five Years
That Best Illustrate Qualifications
Using the format below, provide information on each reference assignment for which your
fnm entity, either individually as a corporate entity or as one o: the major companies within
an association, was legally contracted.
Assignment Name:
Country:
Location within Country:
Professional Staff Provided by Your
FirmZentity(profiles):
Name of Client:
No. of Staff:
Address:
No. of Staff-Months; duration of
assignment:
Start Date (Month/Year):
Completion Date (Month/Year):
Name of Associated Consultants, if any:
Approx. Value of Services (in Current
USS):
No. of Months of Professional Staff,
provided by Associated Consultants:
Name of Senior Staff (Project Director/Coordinator, Team Leader) involved and functions performed:
Narrative Description of Project:
Description of Actual Services Provided by Your Staff:
Firm's Name:
-T
■
IB
.
■
----------
.
-------------- TBF--------
25
3C.
Comments And Suggestions Of Consultants On The Terms
Of Reference And On Data, Services, And Facilities To Be
Provided By The Client
On the Terms of Reference:
1.
2.
2
4.
5.
On the data, services, and facilities to be provided by the Client
1.
]
2.
4.
J
5.
26
Consulting Firm’s Name:
3D. Description of the Methodology And Work Plan
For Performing The Assignment
1
B
■
1
1
,t^^«*Ai**»**-*--
I
27
3E. Composition Of The Team Personnel, And
Task(s) Of Each Team Member
1.
Technical/ Managerial Staff
SI. No.
Name
Position
Task
Name
Position
Task
1.
2.
2
4.
2.
Support Staff
SI. No.
ji
1.
2.
4.
JB
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3
3
1
3F. Format Of Curriculum Vitae (CV) For
Proposed Professional Staff
Proposed Position:
Name of Firm:
Name of Staff:
-
Profession:
Date of Birth:
Years with Firm/Entity:
Nationality:
Membership in Professional Societies:
Detailed Tasks Assigned:
-■
J
Key Qualifications:
[Give an outline of staff member s experience and training most pertinent to tasks on assignment. Describe
egree of responsibility held by staff member on relevant previous assignments and give dates and locations
Use about halfa page.]
J
Education:
1
J ■
3
[Summarize college/university and other specialized education ofstaff member, giving names of schools, dates
attended, and degrees obtained. Use about one quarter ofa page.]
l
29
Employment Record:
i
[ tarting with present position, list in reverse order every employment held. List all positions held by staff
mem er since graduation, giving dates, names of employing organizations, titles of positions held, and
ocations of assignments. For experience in last ten years, also give types of activities performed and client
references, where appropriate. Use about three-quarters ofa page.]
v
i
Languages:
[For each language indicate proficiency: excellent, good, fair, or poor; in speaking, reading, and writing]
Certification:
I, the undersigned, certify that to the best of my knowledge and belief, these data correctly
describe me, my qualifications, and my experience.
[Signature of staff member and authorized representative of the Firm]
Full name of staff member:
Full name of authorized representative:
"I
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_Date:
Day/Mbnth/Year
1
b
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d__ i
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3G. Time Schedule For Professional Personnel
Months (in the form of a Bar Chart)
1
SI. No.
Name
Position
Reports Due/Activities
1
2
3
4
5
6
7
8
9
10
11
12
Number of
Months
1.
Subtotal (1)
2.
Subtotal (2)
'3.
Subtotal (3)
4.
Subtotal (4)
Full-time:
Part-time:
Reports Due:
Activities Duration:
S ignat u re:
(Authorized Representative)
Full Name:
i
Title:
u'
Address:
^_to
1
_to
k
to
__ to
_ to
L
I
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L i
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31
3H. Activity (Work) Schedule
A.
Field Investigation and Study Items:
*
Monthwise Program (in form of Bar Chart)
[1st, 2iui, etc. are months from the start of assignment!
Item of Activity (Work)
SI. No.
B.
1 st
2nd
3rd
4th
5th
6th
Completion and Submission of Reports
Reports: *
Programme: (Date)
Monthly Progress report
Within 1st week of the subsequent month
7th
Sth
9th
10th
11th
12th
i
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Section 4. Financial Proposal - Standard Forms
1
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4A.
Financial Proposal submission form.
4B.
Summary of costs.
4C.
Breakdown of local currency costs.
4D.
Breakdown of foreign currency costs.
1
33
4A. Financial Proposal Submission Form
[Location. Date]
n
FROM: (Name of Firm)
TO: (Name and Address of Client)
Ladies/Gentlemen:
Subject:
Hiring of Consultants’ Services for
Financial Proposal.
We, the undersigned, offer to provide the consulting services for the above in
accordance with your Request for Proposal dated [Date], and our Proposal (technical and
Financial Proposals). Our attached financial proposal is for the sum of [Amount in words and
figures]. This amount is exclusive of the local taxes which we have estimated at [Amount(s)
in words andfigures].
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.. [Dene].
We undertake that, in competing for (and, if the award is made to us, in executing)
the above contract, we will strictly observe the laws against fraud and corruption in force in
India namely "‘Prevention of Corruption Act 1988”.
Commissions and gratuities, if any, paid or to be paid by us to agents reiatine to this
Proposal and contract execution, if we are awarded the contract, are listed below:
Name and Address
of Agents
Amount and
Currency
Purpose of Commission
or Gratuitv
We understand you are not bound to accept any Proposal you receive.
We remain.
Yours sincerelv.
Authorized Signature:
Name and Title of Signatory:
Name of the Firm:
Address:
1
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34
Summary Of Costs in Local and Foreign Currency
Description '
No/ ‘
J
]
ni
Amount (LC)*
‘
Local Consultants
I
II
III
IV
V
VI
VII
VIII
IX
* Amount
(FC)*
Remuneration for Local Professional Staff
Supporting Staff
Transportation
Duty Travel to Site
Office Rent
Office Supplies, Utilities and Communication
Office Furniture and Equipment
Reports and Document Printing
Surveys
Subtotal Local Consultants :
Foreign Consultants
j
J
F-I
F-II
F-III
F-IV
Remuneration for Expatriate Staff
Mobilization and Demobilization
Accommodation for Consultants’ Staff
Other Costs
Subtotal Foreign Consultants :
Total Cost Net of Tax
:
(Local & Foreign Consultants)
■
J
Local
Taxes
and
Duties
Tax payable on fees for technical services provided by
foreign personnel, including duties on equipment imported
as defined in Clause 1.10 of SCC
Consultancy Services Tax
________ TOTAL COSTS (Including Tax)**
LC Local Currency
FC* Foreign Currency (Maximum of three currencies)
J
Note The ceiling cost of the consultancy is as shown in the Summary of Costs. Payments will be made as per
stipulations of the Special Conditions of Contract. The break-up of cost as given in formats 4C and 4D is to
aci itate assessment of reasonableness of costs and conducting negotiations in accordance with clause 6 of the
Information to Consultants.
J
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4C. Breakdown Of Local Currency Costs (
]
REMUNERATION FOR LOCAL STAFF
J
1
No.
Position
Professional Staff
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Sub-Total
Sub-Professional Staff
■a
1.
2.
3.
4.
5.
6.
7.
8.
9.
Ji
1
10.
Sub-Total
TOTAL
iB
SiU - Staff Month
Name
Rate
Year 0
’ SM .Amount
Rat:
Year 1
SM
Amount
Rate
Year 2
SM
Amount
36
]
]
II.
Support Staff
No.
Position
1
Office Manager
2
Bilingual Secretary
j
Book-keeper
4
Typist I
5
Typist II
6
Office Boy
7
Night Watchman
Name._ I StaffMonths; Billing Rate ( )
Total :
III.
Transportation (Reimbursable)
1.
The vehicles provided by the Consultants
shall include the cost for rental, drivers,
operation, maintenance, repairs, insurance, etc.
Purchases
Operation, maintenance, repairs
Total
IV.
I
1
Duty Travel to Site (Reimbursable)
Professional Staff
x
trips x
Transport
*
J
JB
J
l
x
days @
trips @
Total
Amount( ) J
J
J
37
V.
J
J
Office Rent (Reimbursable)
The rent cost includes maintenance,
cleaning, repairs, etc.
months x 250 sqm x
Total
1
IB
VI.
Office Supplies, Utilities and Communication (Reimbursable)
...
IB
1.
Office Supplies
2.
Drafting Supplies
-1
Computer Running Costs
]
—
I
]
-■
*1
-
4.
Domestic and International Communication
TOTAL:
l*« '
ont o
a
. lunuuy
Rate r
E SB
iunf
4
38
VII.
No.
Office Furniture and Equipment (Reimbursable)
Description^)
SJnit:
Quantity
ite
Office Furniture (Purchase)
1
2
4
5
6
7
8
9
10
Large desks and chairs
Medium desks and chairs
Typist desks and chairs
Double door cupboard
Plan filing cabinet
Filing cabinet
Desk lamps
Meeting table with 12 chairs
White board
Sofa set
set
set
set
nos
nos
nos
nos
set
nos
set
Office Equipment (Purchase)
1
2
n
4
6
7
8
9
10
11
12
13
14
Drawing pen set
Lettering set
Photocopying machine
Blueprint machine
Electric typewriter
Manual typewriter
Computer
Facsimile
Ring binding machine
Large stapler
Safe
Drafting board, machine, chairs, etc.
Video multi system
Camera SLR
set
set
nos
nos
nos
nos
set
nos
nos
nos
nos
set
set
nos
Total
* Modify as appropriate
7
Ai wunt
39
VIII. Reports and Document Printing
Descripto.
NO.
■W
No. of
Copies
'Per..
/olume
....
.
v
-
.
2
3
4
5
6
7
8
9
10
11
12
V
___________________
Monthly Report
Inception Report
Tender Evaluation Report
Environmental Impact Assessment
Quarterly Report
Annual Report
Supervision Report
Training Material
Engineering Reports
O & M Manual
Draft Completion Report
Final Report
Rate Amount
.
•Copy..
w( )
Total
IX.
Topographical Surveys (example)*
1.
Surveying equipment for design will be provided by the consultants.
The cost would be included in the overall amount of consultancy.
Electronic Distance Measurement
6 months
@
Theodolite T-2
6 months
@
Theodolite T-0
7 months
@
Automatic level .7 months
Staves, range rods, etc.
Sub total
ji
2.
Chainmen
Each surveyor will be assisted by
for
surveyor months :
chainmen
Total
* Modify as appropriate
i
(■Il
11
40
Payment Schedule in Local Currency
No.
Ti
Item
Month
Month
Month
Month
Month
Month
Month
Advance Payment
I
Remuneration for
Local Staff
II
Supporting Staff
III
Transportation
IV
Duty Travel to Site
V
Office Rent
VI
Office Supplies and
Communication
VII
Office Furniture and
Equipment
J
VIII
Reports and
Document Printing
J
IX
Surveys
n
Month
Sub-Total Local Consultants:
]
F-II
Mobilization and
Demobilization
F-III
Accommodation for
Consultants
F-IV
Other Costs
Sub-Total Foreign Consultants:
1
J
J
1
1
1
_______________ Sub-Total :
_____ Advance Repayment*:
TOTAL PAYMENT :
ACCUMULATED TOTAL :
*
Assuming that consultants receive an advance in a percentage of the contract amount,
advance amount to be determined to cover expenditures until first payment is received.
"CT
J
41
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4D. Breakdown Of Costs in Foreign Currency
....................... ’
'A - f
No
IN°.
'W
n '
C
Description
___________________________
i
Remuneration for Expatriate Staff
II
Mobilization and Demobilization
n
4
5
6
7
8
9
10
III
Accommodation of Consultant’s Expatriate Staff
IV
Other costs
*
I
J
nj
■
International Airfares
Inland Travel in Home Country
Inland Travel in Overseas Country
Excess Luggage Allowance
Unaccompanied Luggage Allowance
Relocation/Storage Allowance
Miscellaneous Travel Expense
Temporary Lodging during
Mobilization/demobilization
Establishment
Exit charges
TOTAL COSTS (
J
'
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1
2
j
Currency
Cyrrenc,
.
)
Maximum of three currencies plus local currency.
U_—____
I
Amount
J
42
1. Remuneration of Expatriate Staff
J
No.
Position
Name
Rate ( )
Years 1 to 3
SM
Amount ( )
1
Total :
2. Mobilization and Demobilization
1. International Airfares (Reimbursable)
J
Position
J
J
Round Trips
Total:
Total costs for round trips home office to site at cost per
person per round trip conform to the official IATA
economy class fares
X
2.
Inland Travel in Home Country (Fixed Rate)
Total cost for travel between the consultants’
head office and airport
x
I
J
Al
Inland Travel in Overseas Country (Fixed Rate)
local cost for travel from the airport to hotel
■I
J
1
x
x
Dependents
43
4.
Excess Luggage Allowance (Reimbursable)
At cost per person per single trip to conform
to the official IATA rates
_x
5.
1i
i
kg
x
Unaccompanied Luggage Allowance (Fixed Rate)
At cost per family per round trip
x
x_kg
6.
Relocation/Storage Allowance (Fixed Rate)
For long term staff with an assignment of more
than 12 months
- family(es) x
7.
Travel Documents and Miscellaneous Costs (Fixed Rate)
Travel documents, visa, health certificates, etc.
(a)
Short term staff, first trip
x
(b)
Short term staff subsequent trips
x
(c)
7
7
7
7
7
Long term staff first trip
- Family(es) x
(d)
Long term staff subsequent trip
- Family(es) x
Total :
__
- ----/V
44
Jl
8.
J
Temporary Lodging during Mobilization/Demobilization (Reimbursable)
Family x
J
9.
day(s) x
Establishment Allowance (Fixed Rate)
Expenses for legal documents in country
extension of permits, work permits, etc.
n
m
(a)
For short term staff assignments less
than 6 months
x
■
(b)
I
Long term staff
person(s) x
trip(s)
Total:
J
10.
Exit Charges (Reimbursable)
Allow for expatriate staff with assignments
of more than 6 months
per exit at cost
person(s) x
-J
3.
Accommodation for Consultants’ Expatriate Staff (Fixed Rate)
1.
3
J
J
Per Diem Allowance Short Term Staff
Total
staff months of
days is
days
Reimbursement of the cost will be on actual day basis
3
J
trip(s)
days x
2.
Housing of Long Term Expatriate Staff (Fixed Rate)
Housing including furniture, costs for utilities and maintenance
has to be arranged for 1 family
months x
J
3
45
4.
Other Costs (Reimbursable)
Purchase of documents
"1
Budget for purchase of documents, books,
maps, International standards etc., to be
reimbursed at cost. Allow as ceiling amount
TOTAL:
a
ja
a
Ji
3
1
3
1
3’
46
J
Payment Schedule in Foreign Currency
No.
J
1|
w
Item
Month
Month
Month
Month
Month
Month
Month
Advance Payment *
1
I
Remuneration for
Expatriate Staff
1.
International Airfares
2.
Inland Travel in
Home Country
3.
Excess Luggage
4.
Unaccompanied
Luggage Allowance
5.
Re-allocation /
Storage Allowance
6.
Miscellaneous Travel
Expenses
7B
"31
Sub-Total:
Advance Repayment*:
TOTAL PAYMENT :
ACCUMULATED TOTAL :
*
See footnote tor payment schedule in local currency at page 40.
41
■‘-rnMSFrf#-- -■
Month
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!■
!■
Section 5. Terms of Reference
i
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k'1’
48
J
Terms of Reference
to
Project Management Consultant
For
Karnataka Health Systems Development Project
1
1. The Background
■W
The Government of India has received a credit (Credit No. 2833IN) from the
International Development Association towards Karnataka Health Systems Development
Project and it is intended that the proceeds of the credit will be applied to eligible payments
under the contracts for which process this Terms of Reference is prepared.
The project mainly aims at upgrading the existing secondary level health systems in
the state. The project components include procurement of civil works and equipment
including their maintenance, hospital waste management, health management information
system, manpower training and special schemes for women and to the disadvantaged section
of the society. The project is in the third year of its implementation period.
J
The Karnataka Health Systems Development Project, Government of Karnataka,
proposes to offer a fulLtime project management consultancy to assist in implementation and
successful completion of the project.
2. Objectives of the Assignment
The broad objectives are to upgrade and strengthen the secondary level health systems
in Karnataka. Specifically the objectives are:
1.
Improvement in the performance and quality of health care services at the
district and sub-district level of the health care system,
2.
Narrowing the current coverage gaps by facilitating access to health care
delivery, and
3. Achieving better efficiency in the allocation and use of health resources.
1
The emphasis of this project is on district and sub-district (or secondary) level health
care institutions as the interventions at this level provide critical support to the entire primary
health care network, enhancing its effectiveness and credibility and establishing essential
49
I
Tl
linkages with the tertiary level. Strengthening implies that the existing facilities and their
support systems would be upgraded and developed to function more effectively. The project
specifically aims to strengthen the sectoral capacity for planning, management and policy
development.
The project components and sub-components are:
a).
Management Development and Institutional Strengthening:
'’I
1.
2.
- 3.
b).
Improving the institutional framework for policy Development;
Strengthening management and implementation capacity; and
Developing surveillance capacity for major communicable diseases.
Improving Service Quality, Access and Effectiveness.
1. Extending/renovating Community, Taiuka and District hospitals;
2. Upgrading their clinical effectiveness;
3. Improving referral mechanism and linkages with primary and tertiary level; and
Improving access and equity to disadvantaged sections.
3. An outline of the Tasks to be carried out
-I
The broad task of the consultants selected for this assignment will be to assist in
planning, implementing and monitoring the project management activities of all the
components of the project. The specific tasks will be:
\
Civil Works
The consultants should assist the project office in:
•
•
•
•
•
I
Finalisation of preliminary designs of the consulting architects after site inspection and in
discussion with the project architect and the World Bank architect.
Review ot detailed drawings and cost estimates as per PWD procedure of estimates.
Preparation of bidding documents in the approved format of World Bank and obtaining
approval of the same from the World Bank.
Inviting bids as per National Competitive Bidding procedures of the World Bank.
Evaluation of bids as per procedures in Bank financed projects.
Providing clarification on any other technical and commercial aspects as and when
required.
■ TT
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-1
50
Equipment
• The consultants should develop technical specifications for the equipment to be procured
and to assist in seeking approval from the World Bank.
• The consultants should develop bid documents for all the methods of procurement of
equipment, furniture, drugs and hospital supplies and vehicles as prescribed by the World
. Bank and finalise the list of consignees and the quantities to be procured for each hospital
in the bid document.
• The consultants, should assist in technical evaluation of the bids, give technical
clarification to the evaluation committee of the project office, and finalise the award of
contract.
• The consultants should if required assist in carrying out pre shipment inspection and
organise timely installation and commissioning of equipment.
• The consultants should organise and set up equipment maintenance workshops at state
level as well as at district level in the balance and newly formed districts.
• Undertake any such other tasks in equipment management and provide other reports as
may be mutually agreed to meet the objectives of this assignment.
Medical
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The primary objective ot the assignment is to have the consulting agency to assist in:
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•
•
•
•
•
•
•
•
Setting up Health Management Information System and monitoring flow of information.
Evaluate existing technologies for hospital waste management and develop short and
medium term strategies for waste management activity in the hospitals of various sizes
and types.
Strengthening referral system in the state, especially with regard to technical support
from district and major hospitals to CHCs and PHCs.
Quality assurance programme specially in training of medical and paramedical personnel
and developing guidelines and instruments for quality assessment.
Planning and implementation of health check up schemes for the disadvantaged section of
the society.
Developing training programme for junior health assistants in syndrome based approach
to identify diseases in beneficiary population.
Developing strategies for technical supervision and training at PHC level to establish
linkage with the project with RCH and AIDS control projects.
Developing IEC strategies tor different components of the project.
4. Schedule for Completion of Tasks
•
The procurement plan should be completed with 1 month from the date of signing of
contract.
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The rest of outlined tasks should be competed as per schedule in the procurement and
activity plans.
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5. Data, Services and Facilities to be provided by the Client:
all dataUd °fflC: °f
^mataka Health Systems Development Project will make available
all data and reports available to it or has access to regarding the project activities.
4
4
6. Final Outputs that will be Required of the Agency:
The consultants should provide monthly progress reports on the work assigned to
them and any other such document which the project officials (defined in Section 7) dfsire.
7. Composition of Review Committee to Monitor Consultants Work:
The Review Committee to monitor the consultants work will comprise of the Project
OfS1111
Administrative Officer, Engineer in Chief, the Chief Financial
Officer and Additional Director (Medical).
8. Procedure for review of progress reports, inception, interim, final draft and
final reports:
The Review Committee will monitor progress on
the basis of Work Plan submitted by the
consultants.
9. List of Key positions whose CV and experience would be evaluated
•
•
Civil Engineer
Medical Equipment Expert
•
Equipment Maintenance specialist
•
Public Health Specialist
•
Project Management Consultant
•
Resource Planner
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Section 6. Standard Form of Contract
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CONTRACT FOR CONSULTANT’S SERVICES
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between
[name of Client]
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and
[name of Consultants]
Dated :
1H
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CONTENTS
Page No.
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I.
FORM OF CONTRACT
II.
general conditions of contract
1.
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Definitions
Relation between the Parties ....
Law Governing the Contract....
Language
Headings
Notices
Location
Authority of Member in charge
Authorized Representatives
Taxes and Duties
58
59
59
59
59
60
60
60
60
60
Commencement, Completion, Modification, and Termination
of Contract
2.1
2.2
2.3
2.4
2.5
2.6
2.7
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General Provisions
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
2.
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Effectiveness of Contract........................ ;
Termination of Contract for Failure to Become Effective
Commencement of Services
Expiration of Contract
Entire Agreement
Modification
Force Majeure
61
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62
2.7.1
2.7.2
2.7.3
2.7.4
2.7.5
2.7.6
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63
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Definition
No Breach of Contract
Measures to Be Taken
Extension of Time
Payments
Consultation
Suspension
63
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2
2
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2.9
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Termination
63
2.9.1
2.9.2
2.9.3
2.9.4
2.9.5
2.9.6
63
65
65
66
66
66
Obligations of the Consultants
67
3.1
General
3.1.1
Standard of Performance
3.1.2
Law Governing Services
67
67
67
3.2
Conflict of Interests
67
3.2.1
3.2.2
3.2.3
3.2.4
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
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By the Client
By the Consultants
Cessation of Rights and Obligations ...
Cessation of Services
.
Payment upon Termination
Disputes about Events of Termination
Consultants not to Benefit from
Commissions, Discounts, etc
Procurement Rules of Funding Agencies
Consultants and Affiliates Not to
Engage in certain Activities
Prohibition of Conflicting Activities
Confidentiality
Liability of the Consultants
Insurance to Be Taken out by the Consultants
Accounting, Inspection and Auditing
Consultant’s Actions requiring Client’s prior Approval
Reporting Obligations
Documents prepared by the Consultants
to Be the Property of the Client
Equipments and Materials Furnished by the Client
Consultants’ Personnel and Sub-consultants
4.1
4.2
4.3
4.4
4.5
4.6
General
Description of Personnel
Approval of Personnel
Working Hours, Overtime, Leave etc
Removal and /or Replacement of Personnel
Resident Project Manager
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68
69
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70
70
71
71
71
71
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72
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73
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5.
Obligations of the Client
5.1
5.2
5.3
5.4
5.5
5.6
rw
6.
Payments to the Consultants
6.1
6.2
6.3
6.4
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7.
8.
III.
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Good Faith
Operation of the Contract
Settlement of Disputes
8.1
8.2
1
Cost Estimates; Ceiling Amount
Remuneration and Reimbursable Expenditures
Currency of Payment
Mode of Billing and Payment
Fairness and Good Faith
7.1
7.2
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Assistance and Exemptions
Access to Land
Change in the Applicable Law
Services, Facilities and Property of the Client
Payment
Counterpart Personnel
Amicable Settlement
Dispute Settlement...
SPECIAL CONDITIONS OF CONTRACT
MODEL FORM I
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MODEL FORM II...
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81
81
81
... 94
95
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IV.
APPENDICES
Appendix A — Description of the Services
96
Appendix B — Reporting Requirements
Appendix C
97
Key Personnel and Sub-consultants
98
Appendix D — Medical Certificate
99
Appendix E — Hours of Work for Key Personnel
100
Appendix F — Duties of the Client
Appendix G
Cost Estimates in Foreign Currency
Appendix H
Cost Estimates in Local Currency
101
102
103
Appendix I — Form of Bank Guarantee for Advance Payments
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I. FORM OF CONTRACT
COMPLEX TIME-BASED ASSIGNMENTS
This CONTRACT (hereinafter called the "Contract") is made the
month of? 19
? between, on the one hand, _____
1
called the "Client") and, on the other hand,
i
a
day of the
(hereinafter
(hereinafter called the
"Consultants").
WHEREAS
(a) the Client has requested the Consultants to provide certain consulting services as
defined in the General Conditions of Contract attached to this Contract (hereinafter called the
"Services");
(b) the Consultants, having represented to the Client that they have the required
professional skills, and personnel and technical resources, have 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 from the International Bank for
Reconstruction and Development (hereinafter called the "Bank") [or: a credit from the
International Development Association (hereinafter called the "Association")] towards the
cost of the Services and intends to apply a portion of the proceeds of this loan [or: credit] to
eligible payments under this Contract, it being understood (i) that payments by the Bank [or:
the Association] will be made only at the request of the Client and upon approval by the
I
Bank [or: the Association], (ii) that such payments will be subject, in all respects, to the terms
1
and conditions of the agreement providing for the loan [or: the credit] , and (iii) that no party
other than the Client shall derive any rights from the agreement providing for the loan [or: the
credit] or have any claim to the loan [or: the credit] proceeds;
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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 (hereinafter called "GC”);
(b)
The Special Conditions of contract (hereinafter called "SC");
(c)
The following Appendices:
[Note: If any of these Appendices are not used, the words "Not Used" should
be inserted below next to the title of the Appendix on the sheet attached hereto
carrying the title of that Appendix.].
Appendix A: Description of the Services
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Appendix B:
Reporting Requirements
Appendix C:
Key Personnel and Sub-consultants
Appendix D: Medical Certificate
Appendix E:
Hours of Work for key Personnel
Appendix F:
Duties of the Client
Appendix G: Cost Estimates in Foreign Currency
Appendix H: Cost Estimates in Local Currency
Appendix I:
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2.
Form of Guarantee for Advance Payments
The mutual rights and obligations of the Client and the Consultants shall be as set
forth in the Contract; in particular:
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(a)
The Consultants shall carry out the Services in accordance with the provisions
of the Contract; and
(b)
the Client shall make payments to the Consultants 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 THE CLIENT]
By.
(Authorized Representarive)
FOR AND ON BEHALF OF
[NAME OF THE CONSULTANTS]
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By
(Authorized Representative)
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FOR AND ON BEHALF OF EACH OF
THE MEMBERS OF THE CONSULTANTS
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[Name of the Member]
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By
(Authorized Representative)
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[Name of the Member]
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By
(Authorized Representative)
etc. *
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1
II. general conditions of contract
1.
General Provisions
1.1
Definitions
Unless the context otherwise requires, the following terms whenever used in this
Contract have the following meanings:
(a)
Applicable Law" means the laws and any other instruments having the force
of law in the Government's country [or in such other country as may be
specified in the Special Conditions of Contract (SC)], as they may be issued
and in force from time to time;
(b)
Bank means the International Bank for Reconstruction and Development.
Washington, D.C., U.S.A.;
or
"Association" means the International Development Association, Washington.
D.C., U.S.A..;
(c)
"Contract" means the Contract signed by the Parties, to which these General
Conditions of Contract are attached, together with all the documents listed in
Clause 1 of such signed Contract;
(d)
'Effective Date" means the date on which this Contract comes into force and
effect pursuant to Clause GC 2.1;
(e)
'foreign currency" means any currency other than the currency of the
Government;
(f)
GC means these General Conditions of Contract;
fg)
"Government" means the Government of Client’s Country;
(h)
Local currency" means the currency of the Government;
(i)
Member", in case the Consultants consist of a joint venture of more than one
entity, means any of these entities, and "Members" means all of these entities;
(i)
"Party" means the Client or the Consultants, as the case may be, and Parties
means both of them:
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(k)
"Personnel" means persons hired by the Consultants or by any Sub-consultant
as employees and assigned to the performance of the Services or any part
thereof; "Foreign Personnel" means such persons who at the time of being so
hired had their domicile outside the Government’s Country; "Local Personnel"
means such persons who at the time of being so hired had taeir domicile
inside the Government s Country; and 'key personnel’ means the personnel
referred to in Clause GC 4.2 (a).
(1)
"SC" Imeans the
• ~Special
• - Conditions of Contract by which these General
Conditions of Contract may be amended or supplemented:
(m)
"Services" imeans the work to be performed by the Consultants pursuant to
this Contract,, as described in Appendix A hereto;
(n)
Sub-consultant" means any entity to which the Consultants subcontract any
JSub-consultant
part of the Services in accordance with the provisions of Clause GC 3.7; and '
(o)
"Third Party" means any person or entity other than the Government, the
Client, the Consultants or a Sub-consultant.
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1.2
Relation between the Parties
Nothing contained herein shall be construed as establishing a relation of master and
servant or of principal and agent as between the Client and the Consultants. The
Consultants, subject to this Contract, have complete charge of Personnel and Sub
consultants. if any, performing the Services and shall be fully responsible for the
Services performed by them or on their behalf hereunder.
1.3
Law Governing Contract
This Contract, its meaning and interpretation, and the relation between the Parties
shall be governed by the Applicable Law.
1.4
Language
This Contract has been executed in the language specified in the SC. which shall be
the binding and controlling language for all matters relating to the meaning or
interpretation of this Contract.
.K)
1.5
Headings
The headings shall not limit, alter or affect the meaning of this Contract.
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1.6
Notices
1.6.1
Any notice, request or consent required or permitted to be given or made pursuant to
this Contract shall be in writing. Any such notice, request or consent shall be deemed
to have been given or made when delivered in person to an authorized representative
ot the Party to whom the communicatiqn is addressed, or when sent by registered
mail, telex, telegram or facsimile to such Party at the address specified in the SC.
1.6.2
Notice will be deemed to be effective as specified in the SC.
1.6.3
A Party may change its address for notice hereunder by giving the other Party notice
of such change pursuant to the provisions listed in the SC with respect to Clause GC
1.6.2.
1.7
Location
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 Government’s Country or elsewhere, as the Client may approve.
m
1.8
Authority of Member in Charge
In case the Consultants consist of a joint venture of more than one entity, the
Members hereby authorize the entity specified in the SC to act on their behalf in
exercising all the Consultants' rights and obligations towards the Client under this
Contract, including without limitation the receiving of instructions and payments
from the Client.
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1.9
il
Authorized Representatives
Any action required or permitted to be taken, and any
< „ document
’
required or
permitted to be executed, under this Contract by the Client or the Consultants'
be taken or executed by the officials specified in the SC.
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1.10
Taxes and Duties
Unless otherwise specified in the SC, the Consultants, Sub-consultants and
Personnel shall pay such taxes, duties, fees and other impositions as may be levied
under the Applicable Law.
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2.
Commencement, Completion, Modification and Termination of Contract
2.1
Effectiveness of Contract
1 .
This Contract shall come into force and effect on 1the
’ date (the "Effective Date") of
the Client's notice to the Consultants instructing the Consultants to begin can-yine
out the Services. This notice shall confirm that the effectiveness conditions, if any.
2.2
Termination of Contract for Failure to Become Effective
this Contract has not become effective within such time period after the date of
the Contract signed by the Parties as shall be specified in the SC, either Party mav.
by not less than four (4) weeks' written 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.
2.3
Commencement of Services
The Consultants shall begin carrying out the Services at the end of such time period
after the Effective Date as shall be specified in the SC.
2.4
Expiration of Contract
Unless terminated earlier pursuant to Clause GC 2.9 hereof, this Contract shall
expire w en services have been completed and all payments have been made at the
end of such time period after the Effective Date as shall be specified in the SC.
2.5
Entire Agreement
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.
2.6
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Modification
i odification of the terms and conditions of this Contract, including anv
modification of the scope of the Services, may only be made by written agreement
e ween t e Parties and shall not be effective until the consent of the Bank or of the
Association, as the case may be, has been obtained. Pursuant to Clause GC 7.2
er^0J 10wever’ each Party shall give due consideration to any proposals for
modification made by the other Party.
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2.7
Force Majeure
2.7.1
Definition
(a)
For the purposes of this Contract, "Force Majeure" means an event which is
beyond the reasonable control, of a Party, and which makes a Party's
performance of its obligations hereunder impossible or so impractical as
reasonably to be considered impossible in the circumstances, and 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 (except where such strikes, lockouts or other industrial
action
’
. „are
c within
the power of the Party invoking Force Majeure to prevent).
confiscation
----------- 1 or any other action by government agencies.
(b)
Force Majeure shall not include (i) any event which is caused by the
negligence or intentional action of a Party or such Party's Sub-consultants or
agents or employees, nor (ii) any event which a diligent Party could
reasonably have been expected to both (A) take into account at the time of
the conclusion of this Contract and (B) avoid or overcome in the carrying out
of its obligations hereunder.
(c)
Force Majeure shall not include insufficiency of funds or failure to make any
payment required hereunder.
2.7.2
No Breach of Contract
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he failure of a Party to fulfill any of its obligations 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.
2.7.3
Measures to be Taken
(a) A Party affected by an event of Force Majeure shall take all reasonable
measures to remove such Party’s inability to fulfill its obligations
hereunder with a minimum of delay.
(b) A Party affected by an event of Force Majeure shall notify the other
Party of such event as soon as possible, and in any event not later than
fourteen (14) days following the occurrence of such event, providing
evidence of the nature and cause of such event, and shall similarly give
notice of the restoration of normal conditions as soon as possible.
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(c) The Parties shall take all reasonable measures to minimize the
consequences of any event of Force Majeure.
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2.7.4
Extension of Time
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 durina
which such Party was unable to perform such action as a result of Force
Majeure.
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2.7.5
Payments
During the period of their inability to perform the Services as a result of an
event of Force Majeure, the Consultants shall be entitled to be reimbursed
for additional costs reasonably and necessarily incurred by them during such
period for the purposes of the Services and in reactivating the Services after
the end of such period.
2.7.6
1
Not later than thirty (30) days after the Consultants, as the result of an event
of Force Majeure, have become unable to perform a material portion of the
Services, the Parties shall consult with each other with a view to agreeing on
appropriate measures to be taken in the circumstances.
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Suspension
The Client may, by written notice of suspension to the Consultants, suspend all
payments to the Consultants hereunder if the Consultants fail to perform any of their
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 Consultants to remedy such failure within a period not exceeding thirty
(j0) days after receipt by the Consultants of such notice of suspension.
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Consultation
2.9
Termination
2.9.1
By the Client
The Client may, by not less than thirty (30) days' written notice of
termination to the Consultants (except in the' event listed in paragraph (f)
below, for which there shall be a written notice of not less than sixty (60)
days), such notice to be given after the occurrence of any of the events
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specified in paragraphs (a) through (g) of this Clause GC 2.9 1 terminate
this Contract:
*
(a) if the Consultants fail to remedy a failure in the performance of their
o igations hereunder, as specified in a notice of suspension pursuant to
Clause GC ..8 hereinabove, within thirty (30) days of receipt of such
notice ot suspension or within such further period as the Client may have
subsequently approved in writing;
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(b) if the Consultants become (or, if the Consultants consist of more than
one entity, if any of their Members becomes) insolvent or bankrupt
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or
enter into any agreements with their creditors for relief of debt
—v or take
advantage of any law for the benefit of debtors or go into liquidation
or
receivership whether compulsory or voluntary;
(c) if the Consultants fail to <comply with any final decision reached as a
result of arbitration proceedings pursuant to Clause GC 8 hereof;
i •
(d) if the Consultants submit to the Client
a statement which has a material
effect on the rights, obligations or interests of the Client and which the
Consultants know to be false;
(e) if, as the result of Force Majeure, the Consultants are unable to perform
days^o?31 POrtl°n °f the Services for a Peri°d of not less than sixty (60)
(f) if the Client, in its sole discretion and for any reason whatsoever, decides
to terminate this Contract.
(g) if the consultant, in the judgment of the Client has engaged in corrupt or
fraudulent practices in competing for or in executing the Contract.
ror the purpose of this clause:
corrupt practice means the offering, giving, receiving or soliciting of
anything of value to influence the action of
a public official in the
selection process or in contract execution.
3*
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raudulent practice” means a misrepresentation of facts in order to
influence a selection process or the execution of a contract to the
detriment of the Borrower, and includes collusive practice among
“Hsultants (prior to or after submission of proposals) designed to
establish prices at artificial non-competitive levels and to deprive the
Borrower of the benefits of free and open competition.
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2.9.2
By the Consultants
The Consultants may, by not less than thirty (30) days' written notice to the
Client, such notice to be given after the occurrence of any of the events
specified in paragraphs (a) through (d) of this Clause GC 2.9.2, terminate
this Contract:
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(a) if the Client fails to pay any money due to the Consultants pursuant to
this Contract and not subject to dispute pursuant to Clause 8 hereof
within forty-five (45) days after receiving written notice from the
Consultants that such payment is overdue;
(b) 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 Consultants may have subsequently approved
in writing) following the receipt by the Client of the Consultants' notice
specifying such breach;
(c) if, as the result of Force Majeure, the Consultants are unable to perform
a material portion of the Services for a period of not less than sixty (60)
days; or
(d) if the Client fails to comply with any final decision reached as a result of
arbitration pursuant to Clause GC 8 hereof.
2.9.3
Cessation of Rights and Obligations
Upon termination of this Contract pursuant to Clauses GC 2.2 or GC 2.9
hereof or upon expiration of this Contract pursuant to Clause GC 2.4 hereof
all rights and obligations of the Parties hereunder shall cease, except:
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(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 GC 3.3 hereof;
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(lii) the Consultants' obligation to permit inspection, copying and auditing of
their accounts and records set forth in Clause GC 3.6 (ii) hereof; and &
(iv)
any right which a Party may have under the Applicable Law.
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2.9.4
1-
Cessation of Services
Upon termination of this Contract by notice of either Party to the other
pursuant to Clauses GC 2.9.1 or GC 2.9.2 hereof, the Consultants 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 expendituies for this purpose to a
minimum. With respect to documents prepared by the Consultants and
equipment and materials furnished by the Client, the Consultants shall
proceed as provided, respectively, by Clauses GC 3.9 or GC 3.10 hereof.
2.9.5
Payment upon Termination
Upon termination of this Contract pursuant to Clauses GC 2.9.1 or GC 2.9.2
hereof, the Client shall make the following payments to the Consultants
(after offsetting against these payments any amount that may be due from the
Consultant to the Client)):
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(a)
remuneration pursuant to Clause GC 6 hereof for Services
satisfactorily performed prior to the effective date of termination;
(b)
reimbursable expenditures pursuant to Clause GC 6 hereof for
expenditures actually incurred prior to the effective date of
termination; and
(c)
except in the case of termination pursuant to paragraphs (a) through
(d) of Clause GC 2.9.1 hereof, reimbursement of any reasonable cost
incident to the prompt and orderly termination of the Contract
including the cost of the return travel of the Consultants' personnel and
their eligible dependents.
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2.9.6
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Disputes about Events of Termination
If either Party disputes whether an event specified in paragraphs (a) through
(e) of Clause GC 2.9.1 or in Clause GC 2.9.2 hereof has occurred, such Party
may, within forty-five (45) days after receipt of notice of termination from
the other Party, refer the matter to arbitration pursuant to Clause GC 8
hereof, and this Contract shall not be terminated on account of such event
except in accordance with the terms of any resulting arbitral award.
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IB
Obligations of the Consultants
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3.1
General
3.1.1
Standard of Performance
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ob,
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XZZd ZPMd p'ofessi°”al iecl,ni‘i”s ZZ.TddSta“
a"d
^eed
mchods. The Consultants sha||
ofZ XZ
It aUSdmTC' ” “ ,he.SerViCB' “ faithM ad™«’ » <»= Client, and 3
all times support and safeguard the Client’s legitimate interests in
any
dealings with Sub-consultants or Third Parties.
3.1.2
3.2
Law Governing Services
Conflict of Interests
3.2.1
Consultants Not to Benefit from Commissions, Discounts, etc.
pursuant to ciause gc 6
Contract or
c
° remuneration in connection with this
the Services and, subject to Clause GC 3 ? 2 hereof the
Consultants shall not accept for their own benefit any trade coZission
iscount or similar payment in connection with activities pursuant to this
Contract to the Services or in the discharge of their obh a loXeu^
and the Consultants shall use their best efforts to ensure that ^v Sub-’
shalSlUnoTtS’
Personnel
a§ents of either of them similarly
shall not receive any such additional remuneration.
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3.2.2
Procurement Rules of Funding Agencies
If the Consultants, as part of the Services, have the responsibility of advising
the Client on the procurement of goods, works or services, the Consultants
shall comply with any applicable procurement guidelines of the Bank or of
the Association, as the case may be, and other funding agencies and shall at
all times exercise such responsibility in the best interest of the Client. Any
discounts or commissions obtained by the Consultants in the exercise of such
procurement responsibility shall be for the account of the Client.
3.2.3
Consultants and Affiliates Not to engage in Certain Activities
The Consultants agree that, during the term of this Contract and after its
termination, the Consultants and any entity affiliated with the Consultants, as
well as any Sub-consultant and any entity affiliated with such Sub
consultant, shall be disqualified from providing goods, works or services
(other than the Services and any continuation thereof) for any project
resulting from or closely related to the Services.
3.2.4
j
Prohibition of Conflicting Activities
The Consultants shall not engage, and shall cause their Personnel as well as
their Sub-consultants and their Personnel not to engage, either directly or
indirectly, in any of the following activities:
I.
(a)
uring the term of this Contract, any business or professional
activities in the Government's country which would conflict with the
activities assigned to them under this Contract; and
(b)
after the termination of this Contract, such other activities as mav be
specified in the SC.
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3.3
Confidentiality
The Consultants, their Sub-consultants and the Personnel of either of them shall not.
either during the term or within two (2) years after the expiration of this Contract,
disclose any proprietary or confidential information relating to the Project, the
Services, this Contract or the Client's business or operations without the prior
written consent of the Client.
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3.4
Liability of the Consultants
Subject to additional provisions, if any, set forth in the SC, the Consultants' liabilitv
under this Contract shall be as provided by the Applicable Law.
3.5
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2
The Consultants (i) shall take out and maintain, and shall cause anv Sub-consultants
to take out and maintain, at their (or the Sub-consultants', as the case may be) own
cost but on terms and conditions approved by the Client, insurance against the risks
and for the coverages, as shall be specified in the SC, and (ii) at the Client's request'
and mTT 7 TT t0
Sh°Wing that SUCh insurance has been taken out
nd maintained and that the current premiums therefor have been paid.
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3.6
J
Accounting, Inspection and Auditing
IsDeft°no7lhTtVi) Shall1keeP
Systematic accounts and records in
respect of the Services, hereunder, in accordance with internationally accented
accounting principles and in such form and detail as will clearly identify all relevant
Z f ii86" 7 7St’
thC baS6S there0f (includinS such bases as may be
specifically referred to in the SC); (ii) shall permit the Client or its designated
tTcTnZ^o6"0^0:11!’ “h UP t0 °ne
eXpiratl°n °r termination of
audiS h ’ ° lnSp6Ct the same “d make
thereof as well as to have them
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Insurance to be Taken Out by the Consultants
insoem the 7
U
(Ui) Sha11 permit the Bank
^pec the Consultant s accounts and records relating to the performance of the
nsu an and to have them audited by auditors appointed by the Bank if so
required by the Bank.
’
3.7
Consultants' Actions Requiring Client's Prior Approval
If tVfnllUltantS Sha11 °btain the CIient S prior aPProvai in writing before taking anv
oi the following actions:
5 ’
(a)
appomting such members of the Personnel as are listed in Appendix C
( Consultants Sub-consultants’ Key Personnel") merely by title but not bv
name;
(b)
entering into a subcontract for the performance of anv part of the Services it
being understood (i) that the selection of the Sub-consultant and the terms
an conditions of the subcontract shall have been approved in writing by the
Client prior to the execution of the subcontract, and (ii) that the Consultants
hall remain fully liable for the performance of the Services by the Sub
consultant and its Personnel pursuant to this Contract: and
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(c)
any other action that may be specified in the SC.
Reporting Obligations
1 He Consultants shall submit to the Client the reports and documents specified in
Appendix B hereto, in the form, in the numbers and within the time periods set forth
111 die said Appendix.
documents Prepared by the Consultants to Be the Property of the Client
4
A|l plans, drawings, specifications, designs, reports, other documents and software
Pi epared by the Consultants for the Client under this Contract shall become and
lemain the property of the Client, and the Consultants shall, not later than upon
iei urination or expiration of this Contract, deliver all such documents to the Client,
'‘'gether with a detailed inventory thereof. The Consultants may retain a copy of
■uch documents and software. Restrictions about the future use of these documents
and software, if any, shall be specified in the SC.
1 <|uipment and Materials Furnished by the Client
'■qiiipment and materials made
made available
to the
by the
Client, or
or
available to
the Consultants
Consultants by
the Client,
pm chased by the Consultants with funds provided by the Client, shall be the
pi
opcity of the Client and shall be marked accordingly. Upon termination or
piopcrty
expiration of this Contract, the Consultants shall make available to the Client an
inventory of such equipment and materials and shall dispose of such equipment and
materials in accordance with the Client's instructions. While in possession of such
equipment and materials, the Consultants, unless otherwise instructed by the Client
in writing, shall insure them at the expense of the Client in an amount equal to their
,uU replacement value.
< onsultants’ Personnel and Sub-consultants
(■cncral
' ’'Mil(ants shall employ and provide such qualified and experienced Personnel and
■ ub-consultants as are required to carry out the Services.
description of Personnel
M)
*
I he titles, agreed job descriptions, minimum qualification and estimated
periods of engagement in the carrying out of the Services of each of the
Consultants’ Key Personnel are described in Appendix C. If any of the Key
Personnel has already been approved by the clients his/her name is listed as
well.
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4.3
(b)
If required to comply with the provisions of Clause GCC 3 1 1 hereof
adjustments with respect to the estimated periods of engagement of Kev
ersonnel set forth in Appendix C may be made by the Consultants by written
notice to the Client, provided (i) that such adjustments shall not alter the
originally estimated period of engagenjent of any individual by more than 10%
or one week, whichever is larger, and (ii) that the aggregate of such
adjustments shall not cause payments under this Contract to exceed the ceilings
'u Clause GC 6’1(b) of this Contract. Any other such adjustments
shall only be made with the Client's written approval.
(c)
If additional work is required beyond the scope of the Services specified in
Appendix A, the estimated periods of engagement of Key Personnel set forth in
Appendix C may be increased by agreement in writing between the Client and
the Consultants, provided that any such increase shall not, except as otherwise
agreed cause payments under this Contract to exceed the ceilings set forth in
Clause GC 6.1(b) of this Contract.
Approval of Personnel
he Key Personnel and Sub-consultants listed by title as well as by name in
APpendix C are hereby approved by the Client. In respect of other Key Personnel
which the Consultants propose to use in the carrying out of the Services, the
onsultants shall submit to the client for review and approval a copy of their
lographical data and (in the case of Key personnel to be used within the country of
the Government) a copy of a satisfactory medical certificate in the form attached
hereto as Appendix D. If the Client does not object in writing (stating the reasons for
the objection) within twenty-one (21) calendar days from the date of receipt of such
lographical data and (if applicable) such certificate, such Key Personnel shall be
deemed to have been approved by the Client.
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4.4
Working Hours, Overtime, Leave, etc.
(a) Working hours and holidays for Key Personnel are set forth in Appendix E
ereto. To account for travel time, foreign Personnel carrying out Services
inside the Government’s country shall be deemed to have commenced (or
imshed) work in respect of the Services such number of days before their
arrival in (or after their departure from) the Government’s country as is
specified in Appendix E hereto.
( )
In
The Key Personnel shall not be entitled to be paid for overtime nor to take paid
sick leave or vacation leave except as specified in Appendix E hereto, and
except as specified in such Appendix, the Consultants' remuneration shall be
deemed to cover these items. All leave to be allowed to the Personnel is
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included m the staff-months of service set for thin Appendix C. Anv takins of
leave by 1 ersonnel shall be subject to the prior approvafby the Consultants
who shall ensure that absence for leave purposes will not delay the prosress
and adequate supervision of the Services.
4.5
I
4.6
Removal and/or Replacement of Personnel
(a
Except as the Client may otherwise agree, no changes shall be made in the Key
Personnel. If, for any reason beyond the reasonable control of the Consultants
i becomes necessary to replace any of the Personnel, the Consultants shall
forthwith provide as a replacement a person of equivalent or better
qualifications.
(b)
If the Client (i) finds that any
any of
the Personnel
Personnel has
has committed
of the
committed serious
misconduct or has been charged with having committed a criminal action, or
(n) has reasonable cause to be dissatisfied with the performance of any of the
Personnel then the Consultants shall, at the Client's written request specifying
e grounds therefor, forthwith provide as a replacement a person with
qualifications and experience acceptable to the Client.
(c)
ny of the Personnel provided as a replacement under Clauses (a) and (b)
above, the rate of remuneration applicable to such person as well as anv
reimbursable expenditures (including expenditures due to the number of
e igible dependents) the Consultants may wish to claim as a result of such
replacement shall be subject to the prior written approval by the Client.
xcept as the Client may otherwise agree, (i) the Consultants shall bear all
additional travel and other costs arising out of or incidental to any removal
and/or replacement, and (ii) the remuneration to be paid for any of the
1 ersonnel provided as a replacement shall not exceed the remuneration which
would have been payable to the Personnel replaced.
Resident Project Manager
f required by the SC, the Consultants ‘shall ensure that at all times during the
Consultants’ performance of the ServicesJ in the Government's country a resident
project manager, acceptable to the Client, shall take charge of the performance of
such Services.
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5.”
Obligations of the Client
5.1
Assistance and Exemptions
Unless otherwise specified in the SC, the Client shall use its best efforts to ensure
that the Government shall:
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(a)
provide the Consultants, Sub-consultants and Personnel with work permits and
such other documents as shall be necessary to enable the Consultants, Sub
consultants or Personnel to perform the Services;
(b)
assist for the Personnel and, if appropriate, their eligible dependents to be
provided promptly with all necessary entry and exit visas, residence permits,
exchange permits and any other documents required for their stay in
Government’s country;
(c)
facilitate prompt clearance through customs of any property required for the
Services and of the personal effects of the Personnel and their eligible
dependents;
(d)
issue to officials, agents and representatives of the Government all such
instructions as may be necessary or appropriate for the prompt and effective
implementation of the Services;
(e)
assist the Consultants and the Personnel and any Sub-consultants employed by
the Consultants for the Services from any requirement to register or obtain any
permit to practice their profession or to establish themselves either individually
or as a corporate entity according to the Applicable Law;
(f)
grant to the Consultants, any Sub-consultant and the Personnel of either of
them the privilege, pursuant to the Applicable Law, of bringing into
Government’s country reasonable amounts of foreign currency for the purposes
of the Services or for the personal use of the Personnel and their dependents
and of withdrawing any such amounts as may be earned therein by the
Personnel in the execution of the Services; and
(g)
provide to the Consultants, Sub-consultants and Personnel any such other
assistance as may be specified in the SC.
2
5.2
Access to Land
The Client warrants that the Consultants shall have, free of charge, unimpeded
access to all land in the Government's country in respect of which access is required
for the performance of the Services. The Client will be responsible for any damage
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o such land or any property thereon resulting from such access and will indemnify
the Consultants and each of the Personnel in respect of liability for any such
damage, unless such damage is caused by the default or negligence of the
Consultants or any Sub-consultant or the Personnel of either of them.
5.3
Change in the Applicable Law
f. after the date of this Contract, there is any change in the Applicable Law with
spect to taxes and duties which increases or decreases the cost or reimbursable
expenses incurred by the Consultants in performing the Services, then th"
th^cXTet a,ndre'mbUrSabIe exPenses otherwise payable to the Consultants under
pXies he7
i
lnCreaSed °r deCreaS6d
by agreement between the
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2; and corresPondmg adjustments shall be made to the ceiling amounts
specified in Clause GC 6.1(b).
I
5.4
Services, Facilities and Property of the Client
The Client shall make available to the Consultants and the Personnel, for the
SesXiSln A36"1^5
°f
the ServiceS’ facilities ^property
described in Appendix F at the times and in the manner specified in said
tailabirto
theC
SerViC6S
’ faCiHtieS and pr°perty sha11 not be made
Xv time t Consultants a*
when so specified, the Parties shall agree on
nerfoLance thS1^
approPriate t0 8rant t0 the Consultants for the
performance of the Services, (n) the manner in which the Consultants shall procure
any such seiwices, facilities and property from other sources, and (iii) the additional
ClZeCCb 17t’ht0 be7ade t0
Consultants as a result hereof pursuant to
Clause CrC 6.1(c) hereinafter.
5.5
Payment
In cons’deration of the Services performed by the Consultants under this Contract
makS t0 the Consultants such payments and in such manner as is
provided by Clause GC 6 of this Contract.
5.6
Counterpart Personnel
(a)
I
If so provided in Appendix F hereto, the Client shall make available to the
Consultants, as and when provided in such Appendix F, and free of charge
such counterpart personnel to be selected by the Client, with the Consultants'
advice, as shall be specified in such Appendix F. Counterpart personnel shall
work under the exclusive direction of the Consultants. If any member of the
counterpart personnel fails to perform adequately any work assigned to him by
ie Consultants which is consistent with the position occupied by such
78
member, the Consultants may request the replacement of such member, and the
Client shall not unreasonably refuse to act upon such request.
(b)
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If counterpart personnel are not provided by the Client to the Consultants as
and when specified in Appendix F, the Client and the Consultants shall agree
on (i) how the affected part of the Services shall be carried out, and (ii) the
additional payments, if any, to be made by the Client to the Consultants as a
result thereof pursuant to Clause GC 6.1(c) hereof.
6.
Payments to the Consultants
6.1
Cost Estimates; Ceiling Amount
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6.2
(a)
An estimate of the cost of the Services payable in foreign currency is set forth
in Appendix G. An estimate of the cost of the Services payable in local
currency is set forth in Appendix H.
(b)
Except as may be otherwise agreed under Clause GC 2.6 and subject to Clause
GC 6.1(c), payments under this Contract shall not exceed the ceilings in
foreign currency and in local currency specified in the SC. The Consultants
shall notify the Client as soon as cumulative charges incurred for the Services
have reached 80% of either of these ceilings.
(c)
Notwithstanding Clause GC 6.1(b) hereof, if pursuant to clauses GC 5.3, 5.4 or
5.6 hereof, the Parties shall agree that additional payments in local and/or
foreign currency, as the case may be, shall be made to the Consultants in order
to cover any necessary additional expenditures not envisaged in the cost
estimates referred to in Clause GC 6.1(a) above, the ceiling or ceilings, as the
case may be, set forth in Clause GC 6.1(b) above shall be increased by the
amount or amounts, as the case may be, of any such additional payments.
Remuneration and Reimbursable Expenditures
(a)
Subject to the ceilings specified in Clause GC 6.1(b) hereof, the Client shall
pay to the Consultants (i) remuneration as set forth in Clause GC 6.2(b), and
(ii) reimbursable expenditures as set forth in Clause GC 6.2(c). If specified in
the SC, said remuneration shall be subject to price adjustment as specified in
the SC.
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(b)
Remuneration for the Personnel shall be determined on the basis of time
actually spent by such Personnel in the performance of the Services after the
date determined in accordance with Clause GC 2.3 and Clause SC 2.3 (or such
other date as the Parties shall agree in writing) (including time for necessary
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3.
i
travel via the most direct route) at the rates referred to, and subject to such
additional provisions as are set forth, in the SC.
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(c)
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6.3
Reimbursable expenditures actually and reasonably incurred by the
Consultants in the performance of the Services, as specified in Clause SC
6.3(b).
Currency of Payment
i
6.4
(a)
Foreign currency payments shall be made in the currency or currencies
specified as foreign currency or currencies in the SC, and local currency
payments shall be made in the currency of the Government.
(b)
The SC shall specify which items of remuneration and reimbursable
expenditures shall be paid, respectively, in foreign and in local currency.
Mode of Billing and Payment
Billing and payments in respect of the Services shall be made as follows:
(a)
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The Client shall cause to be paid to the Consultants an advance payment as
specified in the SC, and as otherwise set forth below. The advance payment
will be due after provision by the Consultants to the Client of a bank guarantee
by a bank acceptable to the Client in an amount (or amounts) and in a currency
(or currencies) specified in the SC, such bank guarantee (I) to remain effective
until the advance payment has been fully set off as provided in the SC, and (ii)
to be in the form set forth in Appendix I hereto or in such other form as the
Client shall have approved in writing.
(b) As soon as practicable and not later than fifteen (15 days) after the end of each
calendar month during the period of the Services, the Consultants shall submit
to the Client, in duplicate, itemized statements, accompanied by copies of
receipted invoices, vouchers and other appropriate supporting materials, of the
amounts payable pursuant to Clauses GC 6.3 and 6.4 for such month. Separate
monthly statements shall be submitted in respect of amounts payable in foreign
currency and in local currency. Each such separate monthly statement shall
distinguish that portion of the total eligible costs which pertains to
remuneration from that portion which pertains to reimbursable expenditures.
(c)
The Client shall cause the payment of the Consultants periodically as given in
schedule of payment above within sixty (60) days after the receipt by the Client
ot bills with supporting documents. Only such portion of a monthly statement
that is not satisfactorily supported may be withheld from payment. Should any
discrepancy be found to exist between actual payment and costs authorized to
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¥
¥
e incurred by the Consultants, the Client may add or subtract the difference
from any subsequent payments. Interest at the rate specified-'in the SC shall
become payable as from the above due date on any amount due by, but not paid
on. such due date.
(d)
The final payment under this Clause ?hall be made only after the final report
and a final statement, identified as such, shall have been submitted by the
Consultants and approved as satisfactory by the Client. The Services shall be
deemed completed and finally accepted by the Client and the final report and
rnm st^tement
deemed approved by the Client as satisfactory ninety
(90) calendar days after receipt of the final report and final statement by the
lient unless the Client, within such ninety (90)-day period, gives written
notice to the Consultants specifying in detail deficiencies in the Services, the
final report or final statement. The Consultants shall thereupon promptly make
any necessary corrections, and upon completion of such co-ections, the
oregoing process shall be repeated. Any amount which the Client has paid or
caused to be paid in accordance with this Clause in excess of the amounts
actually payable in accordance with the provisions of this Contract shall be
reimbursed by the Consultants to the Client within thirty (30) days after receipt
by the Consultants of notice thereof. Any such claim by the Client for
rembursement 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 the above.
(e)
All payments under this Contract shall be made to the account of the
Consultants specified in the SC.
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7.
Fairness and Good Faith
7.1
Good Faith
The Parties undertake to act in good faith with respect to each other's rights under
t is ontract and to adopt all reasonable measures to ensure the realization of the
objectives of this Contract.
7.2
Operation of the Contract
The Parties recognize that it is impractical in this Contract to provide for everv
contingency which may arise during the life of the Contract, and the Parties hereby
agree that it is their intention that this Contract shall operate fairly as between them
and without detriment to the interest of either of them, and that, if during the term of
this Contract either Party believes that this Contract is operating unfairly, the Parties
will use their best efforts to agree on such action as may be necessary to remove the
cause or causes of such unfairness, but no failure to agree on any action pursuant to
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this Clause shall give rise to a dispute subject to arbitration in accordance with
Clause GC 8 hereof.
8.
Settlement of Disputes
8.1
Amicable Settlement
1
The Parties shall use their best efforts to settle amicably all disputes arising out of or
in connection with this Contract or the interpretation thereof.
8.2
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Dispute Settlement
Any dispute between the Parties as to matters arising pursuant to this Contract
which cannot be settled amicably within thirty (30) days after receipt by one Party
of the other Party's request for such amicable settlement may be submitted by either
Party for settlement in accordance with the provisions specified in the SC.
82
III. SPECIAL CONDITIONS OF CONTRACT
Number of
GC Clause
1
A.
Amendment of, and Supplements to, Clauses in the General Conditions
oi Contract
l-l(a)
The words ” in the Government's country" are amended to read "in INDIA"
1.4
The language is: English
1.6.1
The addresses are:
Client:
Attention:
I
Cable address :
Telex
Facsimile
Consultants:
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Attention:
Office of Project Administrator
1st Floor, PHI Building, Seshadri Road
K.R Circle, Bangalore 560 001
The Project Administrator
Nil
080 2277389
83
1
Cable address
Telex
Facsimile
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1.6.2
Notice will be deemed to be effective as follows:
1
(a)
in the case of personal delivery or registered mail, on delivery:
—I
(b)
in the case of telexes, 24 hours following confirmed transmission:
(c)
in the case of telegrams, 24 hours following confirmed transmission:
and
(d)
1.8
1.9
in the case of facsimiles, 24 hours following confirmed transmission.
The Member in Charge is:
(Name of Member)
The Authorized Representatives are:
For the Client:
The Project Administrator
KHSDP
For the Consultants:
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1.10
For domestic consultants >/_personnel and foreign consultants/personnel
who are
permanent residents in India
The consultants. Sub-consultants and the Personnel shall pay the taxes, duties fees levies
™P°Slt.10nS lekVled under the listing, amended or enacted laws during life of this
be lawfully ^0^
taX as ma>'
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1.10.2 For foreign Consultants / Personnel
The client warrants that the client shall pay on behalf of the Consultants. Sub-consultants and
the Personnel any taxes, duties, fees, lev.es and other impositions imposed “de h
Applicable Law, on the Consultants, Sub-eonsultants and the Personnel in respect of
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(a)
any payments whatsoever made to the Consultants. Sub-consultants and the Personnel
of either of them (other than Indian nationals or foreign nationals now permanently
residing in India), in connection with the carrying out of the Services;
(b)
any equipment, materials and supplies brought into India by the Consultants or Subconsultants for the purpose of carrying out fthe Services
~
and which, after having been
bought into such territories, will be subsequently withdrawn therefrom bv 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 India by the Consultants, any Sub-consultants, the Personnel
of either of them (other than Indian nationals or permanent residents of India), or the
eligible dependants of such Personnel for their personal use and which will
subsequently be withdrawn therefrom by them upon their respective departure from
India, provided that:
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(1)
the Consultants, Sub-consultants and Personnel, and their eligible dependants,
shall follow the usual customs procedures of the Government in importing
property into India; and
(2)
if the Consultants, Sub-consultants or Personnel, or their eligible dependants, do
not withdraw but dispose of any property in India upon which customs duties and
taxes have been exempted, the Consultants, Sub-consultants or Personnel, as the
case may be,
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(i)
i
(ii) shall reimburse them to the client if they were paid by the client at the time
the property in question was brought into India.
1.10.3
I
shall bear such customs duties and taxes in conformity with the regulations
of the Government, or
However, the Consultancy Services tax payable in India for providing this
Consultancy Services shall be paid/reimbursed by the Client separately.
2.2
The time period shall be Four Months or such other time period as the parties may
agree in writing.
2.3
The time period shall be one month or such other time period
as the Parties may agree
in writing.
2.4
The time period shall be 24 months or such other time period as the parties
may agree
in writing.
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85
or a period of two years after the expiration of this Contract. tTie Consultants shall
PemongneienoatntoSe
PerS°nnel 38
Sub-C0^ultants and their
aCtlVlty of a Purchaser (directly or indirectlvj of the
assets on which
"r Und'r 'hiS C0nlriCt
adXer " dtelv
tlK
»
iser (directly or indirectly) of potential purchasers of such assets ’
tta?from e
° agree tuha' ’heir affililtes shal1 be dis<l“aif.ed for -.he rame period of
ime from engaging in the said activities.”]
1
[3.4.
Limitation of the Consultants’ Liability towards the Client
°r
o^Mfcoan'oS™'
™
of*. Conslllla„B
°r ?ac,ins “behalf of ,hc
Clip
’ h C”nsultants’ w>th respect to damage caused bv the Consultants to mClient s property, shall not be liable to the Client:
'
'°n“U1UmS 10 'K
(i)
I
Fees ’and Krimh,
hPC
““
* ’<he 'Otal Pa>’n’“IS ■ “ Professional
d Reimbursable Expenditures made or expected to he naue m m
Consultants hereunder, or (B) the proceeds the Consultants mav he Ttiea T
J
iahTt6 °m,any insurance maintained by the Consultants to cover men a
liability, whichever of (A) or (B) is higher.
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(b)
mThir^T1011 °f liab!1jty Sha11 not
the Consultants' liability, if anv ,r damage
to Third Panics caused by the Consultants or any person or firm acting on remtt of m'
Consultants m carrying out the Services
3.5
The risks and the coverages shall be as follows:
(a)
< /A
mOtOr Vehicle liability insurance as required under loior ’/enicies
Act.
1988
in
■ ■
- -1 ri ^sPect of motor vehicles operated in India by me Consultants -r
their Personnel or any Sub-consultants or their Personnel .or me period u
consultancy.
(b)
Sa n’inim“m “v'ras'-Qf Rsj ^iiu”
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for any indirect or consequential loss or damage; and
d’=
remuneration and reimbZaTes Jpt 1^) G^f^ rfSeZZnc^"1^
relevant provisions of the Applicable Law. as well as. w.tn resoe- o uc-
3
-- - - ~
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Personnel, any such life, health, accident, travel or other insurance as may be
appropriate; and
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(e) Insurance against loss of or damage to (i) equipment purchased in whole or in
part with funds provided under this Contract, (ii) the Consultants’ propertv used
in the performance of the Services, and (iii) any documents prepared bv the
Consultants in the performance of the Services.
[3.7(c) The other actions are: None
(i) taking any action under a civil works contract designating the Consultants as
Engmeer tor which action, pursuant to such civil works contract, the written
approval of the Client as "Employer" is required".
3.9
a
The Consultants shall not use these
these documents
documents for
for purposes
purposes unrelated
unrelated to
to this
this Contract
Contract
without the prior written approval of the Client.
6.1(b)
The amount payable in foreign currency or currencies is:
The ceiling in local currency is:
3!
Payments for remuneration made in accordance with Clause GC 6.2(a) in
[foreign and/or] [local] currency shall be adjusted as follows :
-I
(i)
Remuneration paid in foreign currency pursuant to the rates set forth in
Appendix G shall be adjusted every 12 months (and. the first time, with effect
or the remuneration earned in the 13th calendar month after the date of the
Contract) by applying the following formula :
Rf = Rfo x If/Ifo
4
where Rf is the adjusted remuneration, Rfo is the remuneration payable on the
basis of the rates set forth in Appendix G for remuneration payable in foreign
currency, If is the official index for salaries in the country' of the foreign
currency for the first month for which the adjustment is supposed to have effect,
and Ifo is the official index for salaries in the country of the foreign currencv for
the month of the date of the Contract, (the index for “wages" published bv
International Monetary Fund in its monthly “International Financial Statistics"
for the country could be considered for adoption)
(ii)
J
Remuneration paid in local currency pursuant to the rates set forth in Appendix
s all be adjusted every twelve (12) months (and, for the first time, with effect
or t e remuneration earned in the .13lh calendar month after the date of the
Contract) by applying the following formula :
T1
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R1 = Rio x Il/Ilo
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XT IT the adjUSted remuneration- Rio is the remuneration payable on the
basis of the rates set forth in Appendix H for remuneration payable nTea
' h M ~ The °fflCial mdeX f°^ Salaries in the
country (Indices X
rban Non Manual Employees” for Bangalore published by Director General
of Commercia! Intelligence and Statistics, Ministry of Commerce/Government
the off3 T T
m°nth f°r WhiCh the adjustment is t0 have effect, and lip is
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the
Contract11?
inc v^uniraci.
1
f°r the m°nth of the date of
6.2(b)(1) (1) It is understood (i) that the remuneration rates shall cover (A) such salaries and
as factor^ffi35 ' COnhSUltantS sha11 have ^ed to pay to the Personnel as well
home nffi
overhead’ and <B)
cost of backstopping by
the Consuk5 Stoff not mcIuded in the Personnel listed in Appendix C, and (C)
Consultants fee, (n) that bonuses or other means of profit-sharing shall not
be allowea as an element of overhead, and (iii) that any rates specified for
Pisons not yet appointed shall be provisional and shall be subiect to revision
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Xw^rTapprovai of the ciient- °nce the appiicabie saiaries and
allowances are known.
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p
PenOdS °f leSS than °ne month sha11 be calculated on an
nt/1??!!;315 f°r, aTal tme SpSnt in the Consultants’ home office and directly
ributable to the Services (one hour being equivalent to 1/240th of a month)
an on a calendar-day basis for time spent away from home office (one day
being equivalent to l/30th of a month).
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6.2(b)(ii)
The rates for foreign [and local] Personnel are set forth in Appendix G [and the
rates for local Personnel, in Appendix H].
6.3(a)
The foreign currency [currencies] shall be the following:
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[(i)
J {name offoreign currency')
[(ii)
6.3(b)(i)
remuneSoXalZ^^^
CUITeiW
%
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T
6.3'(b)(ii)
T
The icimbursable expenditures in foreign currency shall be the following;
(1)
a per diem allowance for each of the Personnel for every day in which
Ind1 Prson"el sha11 be absent from his home office and shall be outside
Xfc G' PU' P0Se °f ,he SerViCeS al ,he da“y raK
(2)
the following transportation costs :
(i)
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the cost of international transportation of the foreign personnel and
as specified below, eligible dependants of the foreign Personnel by
the most appropriate means of transport and the most direct
practicable route to and from the Consultants’ home office; in the
case of air travel, this shall be by less than first class;
(n) for any foreign Personnel spending twenty-four (24) consecutive
months or more in the Government’s country, one extra round trip
will be reimbursed for every twenty-four (24) months of assignment
in India. Such Personnel will be entitled to such extra round trip
only if upon their return to India, such Personnel are scheduled to
serve for the purposes of the Project for a further period of not less
than six (6) consecutive months;
(iii) the cost of transportation
, n i
/
t0 and from
°f eligible dependants
who shall be the spouse and not more than two (2) unmarried
dependent children under eighteen (18) years of age of those of the
foreign Perso^61
t0 resident duty in India for
°
Sjei71Ces for Pen°ds of six (6) consecutive months or longer,
provided that the stay of such dependants in India shall have been for
not less than three (3) consecutive months duration.
If the
^Slgl™ent period for resident staff of the foreign Personnel will be
7 mi J m°nthS °r m°re’ One extra econ°my class air trip for their
e igible dependants for every twenty-four (24) month assignment
will be reimbursed;
V) for the air travel of each of the foreign Personnel, and each eligible
ependent, the cost of excess baggage up to twenty (20) kilograms
per person, or the equivalent in cost of unaccompanied baggage or
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miscellaneous travel expenses such as the cost of transportation to
and from airports, airport taxes, passport, visas, travel permits
vaccinations, etc. at a fixed unit price per round trip as specified in
89
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(3)
the cost of communications (other than those arising Tn India) reasonably
icquired by the Consultants for the purposes of the Services.
(4)
the cost of printing, reproducing and shipping of the documents, reports
drawings, etc. Specified in Appendices A and B hereof;
(5)
the cost of acquisition, shipment and handling of the following equipment
instruments, materials and supplies required for the Services
(6)
the cost of shipment of personal eftects up to
(7)
the cost of programming and use of, and communication between, the
computers for the purposes of the Services at the rate set forth in
Appendix G;
(8)
the cost of training of the Client’s personnel outside India, as specified in
Appendix G;
1
(9)
the cost ot laboratory tests on materials, model tests and other technical
services authorized or requested by the Client, as specified in Appendix G;
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(10) the foreign currency cost of any subcontract required for the Services and
approved in writing by the Client;
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(U) the cost of items not covered in the foregoing but which may be required
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by the Consultants for completion of the Services, subject to the prior
authorization in writing by the Client; and
1
(12) any such additional payments
j
‘in foreign
’
currency for properly procured
items as the Parties may have agreed1 upon pursuant to the provisions of
clause GC 6.1(c).
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6.3(b)(iii)
The reimbursable expenditures in local currency shall be the following :
(1)
*1
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a per diem allowance at a rate in local currency equivalent to [name
agreed foreign currency specified in Clause SC 6.1 (b)] per day, for each
ot the short-term foreign Personnel (i.e. with less than twelve (12) months
consecutive stay in India for the first ninety (90) days during which such
Personnel shall be in India;
(2) a per diem allowance at a rate in local currency equivalent to [name
agreed foreign currency specified in Clause SC 6/1 (b)] per day, for each
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90
Of the short-term foreign Personnel for each dav in excess
ss of ninety (90)
days during which such Personnel shall b<
----- je in India:
4
nave Hiinnrt
(3)
(ai2)VmXO™'[»BfOr eaCh °f ,he l0”8‘,e"' fOreiB" P«l <—
AppeX H;
(4)
the cost of the following locally procured items : local transportation
(5) indiAat^ Tr6111’ materialS and SUpplies t0 be Procured locallv in
India as specified in Appendix H;
1
(6)
the local currency cost of any subcontract required for the Services
and
approved in writing by the Client;
(7)
any such additional payments in local currency for properly procured
items as the Parties may have agreed
upon pursuant to the provisions of
Clause GC 6.1(c); and
(8)
the cost of such further items
as may be required by the Consultants for
the purpose of the Services, as agreed in writing by the Client.
6.4(a)
1
The following provisions shall apply to the advance payment and the
advance payment guarantee :
(1)
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An advance payment [of________________ in foreign currency] [and of
- ------— m local currency] shall be made within
rTuPt
advance Payment guarantee. The advance payment
payment
the / T ° by the Chent m CqUaI instalments against the statements for
, ------ months of the Service until the advance
payment has been fully set off.
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(2)
6.4(c)
The bank guarantee
;----- -------------shall be in the amount and in the currency of the
[foreign] [and local] currency portion of the advance
The interest rate is:
for foreign currency :
for local currency:
i
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consecutive slay in India) at the rates specified in
services, soil testing, equipment rentals, supplies utilities and
communication charges arising in India, all if and to the extent required
for the putpose of the Services, at rates specified in Appendix H
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8
Ifr- ■ • ■
London Inter-Bank On-Lending Rate (LIBOR)
plus 2% per annum
JO% per annum
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6.4(e)
The accounts are:
For foreign currency:
For local currency:
/Wore. Insen accoum number, type ofaccoum and name and address ofthe Bank)
8.2
Disputes shall be settled by arbitration in accordance with the following provisions :
8.2.1
Selection of Arbitrators
Each dispute submitted by ;a ^ar^y
arbitration shall be heard by a sole
arbitrator or an iar ’ itration
'
panel composed of three arbitrators, in accordance
with the following provisions:
(a)
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3
T6 t6 ^rtIeS d° nOt agree that the dispute concerns a technical
ma er, the Client and the Consultants shall each appoint one arbitrator,
an these two arbitrators shall jointly appoint a third arbitrator, who shall
c air the arbitration panel. If the arbitrators named by the Parties do not
succeed in appointing a third arbitrator within thirty (30) days after the
after of the two arbitrators named by the Parties has been appointed, the
ird arbitrator shall, at the request of either Party, be appointed bv
Secretary, the Indian Council of Arbitration, New Delhi.
1
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5
Where the Parties agree that the dispute concerns a technical matter thev
may agree to appoint a sole arbitrator or, failing agreement on the identity
! rt rl
at°r Within thirty (30) days after
*e other
•
hu pr°posal of a name for such “ appointment by the Partv who
InXdo 6 Pr°Ceedlngs’ either Party may apply to the President.
stitution of Engineers India, Karnataka Chapter, Bangalore, for a list of
not fewer than five nominees and, on receipt of such list, the Parties shall
1- Ti nV*1? nameS therefrom’ and the Iast remaining nominee on the
list shall be the sole arbitrator for the matter in dispute. If the last
n°minee has not been determined in this manner within sixty
0) days of the date of the list, the President, Institution of Engineers
T13’ I^arnata^a’ chapter. Bangalore, shall appoint, upon the request of
ei her Party and from such list or otherwise, a sole arbitrator for the matter
in dispute.
(c)
If in a dispute subject to Clause SC 8.2.1 (b), one Party fails to appoint its
ar itrator within thirty (30) days after the other Party has appointed its
92
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arbitrator, the Party which has named an arbitrator may apply to the
Secretary. Indtan Council of Arbitration. New Delhi /aonoint
arbitrator for the matter in dispute, and the arbitrator appointed pursuant to
such application shall be the sole arbitrator for that dispute
8.2.2
Rules of Procedure
ceedT8S ShaU 1,e C°°dUC,ed in ac“rd““
of the
Arbitra on & Conciliation Act 1996, of India unless the Consultant is a foremn
”1 , S 7' 7'" arbltra,i0" praowtlinss shall be conducted in accordance
J
^^XraaePe Law (UNCITRAL) as df
?e ““d
in force on the date of this Contract.
8.2.3
Substitute Arbitrators
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!Lnrnany '“““Iari’im,PI is
to perform his function a substitute
shall be appointed the same manner as the original arbitrator.
8.2.4
Qualifications of Arbitrators
Z b 1 77!" "
,hird ““““t ’PPPi”1"1 Pursuanl to paragraphs (a)
bough c) of Clause 8.2.1 hereof shall be an intemadonahy recogniidT,al o
teehntoal expert w.th extensive experience in relation to the ntader Zispl
8.2.5
Miscellaneous
In any arbitration proceeding hereunder:
(a)
proceedings shall, unless otherwise agreed by the Parties, be held in
Bangalore.
(b)
ie English 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
—- iis no such majority) shall be final and binding
and shall be enforceable
---- inf any court of competent jurisdiction, and the
Panics hereby waive any objections to or claims of immunity in respect of
such enforcement.
]
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Consulting Firm:
Assignment:
Country:
Date:
Consultants' Representations Regarding Costs and Charges
We hereby confirm that (a) the basic salaries indicated below are taken from the
firm's payroll records and reflect the current salaries of the staff members listed which
have not been raised other than within the normal annual salary increase policy as
applied to all the firm's staff; (b) attached are true copies of the latest salary slips of
the staff members listed; (c) the overseas allowances indicated below are those that
the Consultants have agreed to pay for this assignment to the staff members listed; (d)
the factors listed below for social charges and overhead are based on the firm's
average cost experience for the latest three years as represented by the firm's financial
statement; and (e) said factors for overhead and social charges do not include any
bonuses or other means of profit-sharing.
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MODEL FORM I
[See clause 6.2 (b)(i)]
■
Name
Position
. 1
Basic Salary
per working
Month/Day/Hour
2
Social
Charges
(_%of 1)
2
Overhead
(
%of 1)
4
Overseas
Allowance
(_%of 1)
(Expressed in [name currency])
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By___________________
Authorized Representative
n
Name:
Title:
Date:
[ Nam
[Aote: For field staff, use Basic Salary per Working Month; for home office staff Basic
Salary per Working Day or Hour. For field staff, also fill in Overseas Allowance, if any. This
Form should not be part of the signed Contract but should be executed by the Consultants
separately. ]
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Consulting Firm
Assignment:
Country :
Date:
MODEL FORM - II
(See notes to form on preceding
page and to Clause SC 6.2 (b) (i))
BREAKDOWN OF AGREED FIXED RATES IN CONSULTANTS’ CONTRACTS
We hereby conform that we have agreed to pay to the staff members listed, who will be involved iin this assignment, the basic
salaries and overseas allowances (if applicable) indicated below:
Name
Position
Basic
Salary
per
Working
Month/
Day/
Hour
Social
Charges
(
%of 1)
1
2
Overhead
(
%
3
Signature
Name:
Title:
Fee
%
(
of 1)
[Expressed in
I
Sub Total
of 4)
4
Overseas/Field Agreed fixed
Allowance
rate per
C_%of 1)
Working
Month/Day/
Hour
5
(name of currency)]
Date
6
7
Agreed Fixed
Rate (
% of
1)
8
*
F
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IV. APPENDICES
Appendix A: Description of the Services
[Give detailed descriptions of the Services to be provided; dates for completion of various
tasks, place ofperformance for different tasks; specific tasks to be approved by Client, etc.]
j
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96
Appendix B: Reporting Requirements
[List format frequency, contents of reports and number of copies; persons to receive themdates ofsubmission, etc. If no reports are to be submitted, state here "Not applicable ".]
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Appendix C. Key Personnel and Sub-consultants
[List under:
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]
]
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C-l
Titles [and names, if already available], detailed job descriptions
and minimum qualifications, experience ofPersonnel to be assigned
to work m India, and staff months for each.
C-2
Same information as C-l for Key local Personnel.
C-3
Same as C
C-l for Keyforeign Personnel to be assigned to work
outside India.
C-4
List ofapproved Sub-consultants [if already available]; same
information with respect to their Personnel as in C-l through C-4)]
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Appendix D: Medical Certificate
i
[Show here an acceptable form of medical certificate for foreign Personnel to be stationed in
India. If there is no needfor a medical certificate, state here: "Not applicable. "]
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99
Appendix E: Hours of Work for Key Personnel
1
[List here the hours of work for key Personnel;^ travel time to and from the country of the
overnment ( r ia) foi foi eign personnel. (Clause GC 4.4(a); entitlement, if any, to overtime
pay, sick leave pay, vacation leave pay, etc.]
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100
Appendix F: Duties of the Client
¥
¥
¥
¥
¥
¥
[List here under:
F-l
Services, facilities and property to be made available to the
Consultants by the Client.
F-2
Counterpart personnel to be made available to the Consultants
by the Client.]
*
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Appendix G: Cost Estimates in Foreign Currency
List here under cost estimates in foreign currency :
1.
Monthly rates for foreign Personnel (Key Personnel and other Personnel)
2^
Reimbursaole expenditures :
a. Per diem allowances.
b. Air transport for foreign Personnel.
c. Air transport for dependents.
d. Transport ofpersonal effects.
e. International communications.
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f Printing of documents specified in Appendices A and B hereof
g. Acquisition of specified equipment and materials to he imported by the
Consultants and to be paidfor by the Client (including transportation to India).
h. Other foreign currency expenditures, like use of computers, foreign training of
Client’s staff various tests, etc.
3
3
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'3
3
3
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Appendix H: Cost Estimates in Local Currency
List hereunder cost estimate in local currency :
]
]
1
1
1
1
4
1.
Monthly rales for local Personnel (Key Personnel and other Personnel)
)
Reimbursable expenditures as follows :
a.
Per diem rates for subsistence allowance for foreign short-term Personnel,
plus estimated totals.
b.
Living allowances for long-term foreign Personnel, plus estimated totals.
c.
Cost of local transportation.
d.
Cost of other local services, rentals, utilities, etc.
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Appendix I: Form of Bank Guarantee for Advance Payments
(Reference Clause 6.4(a) of Contract)
(To be stamped in accordance with Stamp Act. if any, of the country of issuing bank)
Ref:
Bank Guarantee:
♦
Date:
Dear Sir,
In consideration of M/s.------------------------------ (hereinafter referred as the “Client" which
expression shall, unless repugnant to the context or meaning thereof include it successors,
administrators and assigns) having awarded to M/s.
(hereinaftpr
referred m as the “Consultant” which expression shall unless repugnant to the context or
meaning thereof, include its successors, administrators, executors and assigns), a contract bv
■ssue of client s Contract Agreement No.
dated
“
and
same having been unequivocally accepted by the Consultant, resulting in a Contract valued at
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“Contract”)--------------- -------------------------------------
Contract
(hereinafter
called
the
(scope of work)
and the Client having agreed to make an advance payment to the Consultant for performance
of the above Contract amounting to
(in words and
ure as
advance against Bank Guarantee to be furnished by the Consultant.
—-- ------------- (Name of the Bank) having its Head Office at
(hereinafter referred to as the Bank), which expression shall, unless repug^t to the context
or meaning thereof, include its successors, administrators executors and assigns) do herebv
guarantee and undertake to pay the client immediately on demand any or. all monies pavable
by the Consultant to the extent of ______________ as aforesaid at any Je
—7)----- -T
--------------- without any demur, reservation, contest, recourse or protest
BankZl T an-'ireterenC: t0
COnSUltant Any SUCh demand made b>- the client on the
Bank shall be conclusive and binding notwithstanding any difference between the Client and
the consultant or any dispute pending before any Court, Tribunal. Arbitrator or any other
on y. we agree that the Guarantee herein contained shall be irrevocable and shall
continue to be enforceable till the Client discharges this guarantee.
?al1 haVS
RllleSt Uberty Wlth°Ut affeCting in
Way the liabllitv of
Bank
under this Guarantee, from time to time to vary the advance or to extend'the time for
withnTT t°f thtCOntract by the Consultant. The Client shall have the fullest libertv
vested n^h
8 thf g“ee’,t0 P°stPone from time to time the exercise of anv powers
Sam/ r
W nCh they might have against the Client and to exercise the
covenants^ J™
r T*’
t0 enf°rCe °r t0 forebear t0 enforce anv
covenants, contained or implied, in the Contract between the Client and the Consultant an;
4^'
104
other course or remedy or security available to the Client. The bank shall not be relieved of
its obligations under these presents by any exercise by the Client of its liberty with reference
to the matters aforesaid or any of them or by reason of any other act or forbearance or other
acts of omission or commission on the part of the Client or any other indulgence shown by
the Client or by any other matter or thing whatsoever which under law would but for this
provision have the effect of relieving the Bank.
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The Bank also agrees that the Client at its option shall be entitled to enforce this Guarantee
against the Bank as a principal debtor, in the first instance without proceeding against the
Consultant and notwithstanding any security or other guarantee that the Client may have in
relation to the Consultant’s liabilities.
Notwithstanding anything contained herein above our liability under this guarantee is limited
shall remain in force upto and including
and
shall be extended from time to time for such period (not exceeding one year), as may be
desired ty M/s.-------------- --------- on whose behalf this guarantee has been given.
Dated this
day of
19
at
WITNESS
(signature)
(signature)
(Name)
(Name)
-I
(Official Address)
Designation (with Bank stamp)
Attorney as per Power of
Attorney No.
Dated
Strike out, whichever is not applicable.
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-Note l. The stamp papers of appropriate value shall be purchased in the name of bank who
issues the “Bank Guarantee
Note 2: The bank guarantee shall be from a Nationalized Indian Bank or reputed foreign
Commercial Bank acceptable to client for Foreign Consultant. Bank: guarantee
gaa:
furnished by Foreign consultant shall be confirmed by any Nationalized Bank in
India.
NR/gs
Thursday, May 20, 1999
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