Microsoft Word - RFP2009-P004


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Microsoft Word - RFP2009-P004

  2. 2. 1 TABLE OF CONTENTS PAGE Section I Instruction to Consultants 3-4 1.1 Introduction 5 1.1.1 Conflict of Interest 6 1.1.2 Conflicting activities 6 1.1.3 Conflicting assignments 6 1.1.4 Conflicting relationships 6-7 1.1.5 Fraud and Corruption 7-9 1.2 Terms and Conditions 9 1.2.1 Eligibility 9-10 1.2.2 Acceptance of Contract 10 1.2.3 Delivery of Services 11 1.2.4 Cost Estimates 11 1.2.5 Payment 11 1.2.6 Clarification and Amendment to RFP 11-12 1.3 Preparation of Proposal 12 1.3.1 General 12 1.3.2 Technical Proposal 12-14 1.3.3 Financial Proposal 14-15 1.4 Submission, Receipt and Opening of the Proposal 15-16 1.5 Evaluation of Proposals 16 1.5.1 Evaluation of Technical proposal 16-17 1.5.2 Evaluation of Financial proposal 17-18 1.6 Negotiation and Contract Award 18-19 Section II Terms of Reference and Evaluation Criteria 20-24 Section III Technical Proposal Standard Forms 25-33 Section IV Financial Proposal Standard Forms 34-36 Section V Standard form of Contract 37-55 Section VI Eligible Countries 56-57
  3. 3. 2 Abbreviation GOJ Government of Jamaica PSMD Public Sector Modernisation Division LP Lowest Price Proposal q Weight Assigned to the Quality Proposal c Weight Assigned to the Pricing Proposal C Cost Score QCBS Quality and Cost-Based Selection RFP Request for Proposals TS Total Score LT Lowest Proposal Price XT Price for proposal under consideration TP Technical Proposal Q Quality/Technical Score TOR Terms of Reference
  4. 4. _______________________________________________________________________________ 3 SECTION I – INSTRUCTIONS TO CONSULTANTS Following is a list of definitions provided to facilitate the comprehensions of these instructions: Definitions a) “Bank” means the Inter-American Development Bank, Washington, D.C., U.S.A., or any other fund administered by the Bank. b) “Contract” means the legal document signed by the relevant parties, together with all the attached documents listed in Clause 1 of the contract; c) “Client” means the agency with which the selected Consultant signs the Contract for the Services. d) “Consultant” means any entity or person, including a Joint Venture, Consortium or Association (JVCA), that may provide or provides the Services to the Client under the Contract. e) “Day” signifies a calendar day; f) “Government” refers to the Government of the Jamaica; g) “Personnel” refers to all the professional staff of the firm that is engaged and its experts who are assigned the task of providing the relevant services or a portion thereof; h) “Foreign consultant” refers to any professional or support personnel who are domiciled outside the country of the government in question at the time the contract is issued; i) “Local consultant” refers to professional or support personnel who are domiciled in the country of the government in question at the time the contract is issued; j) “Foreign Firm” refers to firms registered outside of Jamaica. k) “Local Firm” refers to firms registered in Jamaica. l) “TCC” refers to Tax Compliance Certificate issued by the Inland Revenue Department of the Government of Jamaica. m) “Proposal” refers to the technical proposal and the financial proposal; n) “RFP” refers to the request for proposals prepared by the contracting agency for purposes of selecting consultants;
  5. 5. _______________________________________________________________________________ 4 o) “Services” means the work to be done by the consultant under the terms of the relevant contract; p) “Terms of Reference” (TOR) refers to the document included as Section II of the RFP, which explains the objectives, scope of the work assignment, activities, tasks to be performed, the responsibilities of the contracting agency and of the consultant, and the expected results and outputs of the assignment. q) “Staff months” means the work performed by one member of staff for eight hours per day over twenty days within one month. r) “Applicable Law” means the laws and any other instruments having the force of law in Jamaica, as they may be issued and in force from time to time;
  6. 6. _______________________________________________________________________________ 5 1.1 INTRODUCTION The Public Sector Modernisation Division (PSMD) of the Cabinet Office (the Client) requires technical assistance to Implement the Dissemination Strategy for the Medium Term Action Plan (MTAP)-Phase 1 (Research and Refinement). In order to support the development effectiveness initiatives of the borrowing countries, the Inter-American Development Bank (IADB); hereafter referred to as “the Bank” approved a Program to Implement the External Pillar of the Medium Term Action Plan for Development Effectiveness (PRODEV), which provides resources to finance related activities with non-reimbursable technical cooperation funds. In accordance with the PRODEV Letter of Agreement signed between the Bank and the GOJ on April 12th 2005, the GOJ has requested the Bank’s support for the implementation of its Medium Term Action Plan (MTAP) for Management for Results (MfR). On April 16th 2006 the Bank approved a non-reimbursable technical cooperation (TC) to assist the Government of Jamaica (GOJ) in the preparation of its MTAP to improve the performance, management, monitoring and evaluation capacity of the public sector. The operation also included critical capacity building and dissemination activities to facilitate future implementation of the Action Plan. The requested operation was financed under PRODEV window B which supports the second objective of the Bank’s country strategy with Jamaica as it contributes to the improvement of government management systems for planning, financial management, procurement and fiscal and fiduciary oversight. Details of the particular services required are given in the Terms of Reference (TOR) at Section II of this Request for Proposals (RFP). Consultants are invited to submit a Technical Proposal and a Financial Proposal, for Technical Assistance required for the assignment as described in the TOR in Section II. The proposal will be the basis for contract negotiations and ultimately for a signed contract with the selected firm. 1.1.1 Conflict of Interest Bank policy requires that Consultants provide professional, objective, and impartial advice and at all times hold the Client’s interests paramount, strictly avoid conflicts with other assignments or their own corporate interests and act without any consideration for future work. Without limitation on the generality of the foregoing, Consultants, and any of their affiliates, shall be considered to have a conflict of interest and shall not be recruited, under any of the circumstances set forth below:
  7. 7. _______________________________________________________________________________ 6 1.1.2 Conflicting activities (i)A firm that has been engaged by the Client to provide goods, works or services other than consulting services for a project, and any of its affiliates, shall be disqualified from providing consulting services related to those goods, works or services. Conversely, a firm hired to provide consulting services for the preparation or implementation of a project, and any of its affiliates, shall be disqualified from subsequently providing goods or works or services other than consulting services resulting from or directly related to the firm’s consulting services for such preparation or implementation. For the purpose of this paragraph, services other than consulting services are defined as those leading to a measurable physical output, for example surveys, exploratory drilling, aerial photography, and satellite imagery. 1.1.3 Conflicting assignments A Consultant (including its Personnel and Sub-Consultants) or any of its affiliates shall not be hired for any assignment that, by its nature, may be in conflict with another assignment of the Consultant to be executed for the same or for another Client. For example, a Consultant hired to prepare engineering design for an infrastructure project shall not be engaged to prepare an independent environmental assessment for the same project, and a Consultant assisting a Client in the privatization of public assets shall not purchase, nor advise purchasers of, such assets. Similarly, a Consultant hired to prepare Terms of Reference for an assignment should not be hired for the assignment in question. 1.1.4 Conflicting relationships A Consultant (including its Personnel and Sub-Consultants) that has a business or family relationship with a member of the Client’s staff who is directly or indirectly involved in any part of (i) the preparation of the Terms of Reference of the assignment, (ii) the selection process for such assignment, or (iii) supervision of the Contract, may not be awarded a Contract, unless the conflict stemming from this relationship has been resolved in a manner acceptable to the Bank throughout the selection process and the execution of the Contract. Consultants have an obligation to disclose any situation of actual or potential conflict that impacts their capacity to serve the best interest of their Client, or that may reasonably be perceived as having this effect. Failure to disclose said situations may lead to the disqualification of the Consultant or the termination of its Contract.
  8. 8. _______________________________________________________________________________ 7 No agency or current employees of the Client shall work as Consultants under their own ministries, departments or agencies. Recruiting former government employees of the Client to work for their former ministries, departments or agencies is acceptable provided no conflict of interest exists. When the Consultant nominates any government employee as Personnel in their technical proposal, such Personnel must have written certification from their government or employer confirming that they are on leave without pay from their official position and allowed to work full-time outside of their previous official position. Such certification shall be provided to the Client by the Consultant as part of his technical proposal. Unfair Advantage If a shortlisted Consultant could derive a competitive advantage from having provided consulting services related to the assignment in question, the Client shall make available to all shortlisted Consultants together with this RFP all information that would in that respect give such Consultant any competitive advantage over competing Consultants. 1.1.5 Fraud and Corruption The Bank requires that all borrowers (including grant beneficiaries), the executing agencies and contracting agencies, as well as all firms and entities bidding for or participating in a Bank-financed project, including, inter alia, applicants, bidders, contractors and consulting firms (including their respective officers, employees and agents) adhere to the highest ethical standards, and report to the Bank all suspected acts of fraud or corruption of which it has knowledge or becomes aware, during the Selection Process and throughout the negotiation or execution of a Contract. Fraud and corruption are prohibited. Fraud and corruption include acts of: (a) corrupt practice, (b) fraudulent practice, (c) coercive practice and (d) collusive practice. The definitions of actions set forth below cover the most common types of f r a u d a n d c o r r u p t i o n , but are not exhaustive. For this reason, the Bank shall also take action in the event of any similar deed or complaint involving alleged acts of fraud and corruption, even when these are not specified in the following list. The Bank shall in all cases proceed in accordance with the established procedure referred to in Clause 1.1.5 (c):
  9. 9. _______________________________________________________________________________ 8 (a) The Bank defines the terms set forth below as follows: (i) A corrupt practice is the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence the actions of another party; (ii) A fraudulent practice is any act or omission, including a misrepresentation, which misleads, or attempts to mislead, a party in order to obtain a financial or other benefit or to avoid an obligation; (iii) A coercive practice is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or property of the party to influence the actions of a party; and (iv) A collusive practice is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party. (b) If the Bank, in accordance with its administrative procedures, demonstrates that any firm or entity bidding for or participating in a Bank-financed project including, inter alia, applicants, bidders, contractors, consultants, borrowers (including grant beneficiaries), purchasers, executing agencies and contracting agencies (including their respective officers, employees and agents) engaged in an act of fraud or corruption, the Bank may: (i) decide not to finance any proposal to award a contract or a contract awarded for consultant services financed by the Bank; (ii) suspend disbursement of the operation if it is determined at any stage that evidence is sufficient to support a finding that an employee, agent or representative of the Borrower, Executing Agency or Contracting Agency has engaged in an act of fraud or corruption; (iii) cancel and/or accelerate repayment of, the portion of a loan or grant earmarked for a contract, when there is evidence that the representative of the Borrower, or Beneficiary of a grant, has not taken the adequate remedial measures within a time period which the Bank considers reasonable, and in accordance with the due process guarantees of the borrowing country’s legislation; (iv) issue a reprimand in the form of a formal letter of censure of the firm or entity behavior; (v) issue a declaration that an entity or firm is ineligible, either permanently or for a stated period of time, to be awarded or participate in contracts under Bank-financed projects except under such conditions as the Bank deems to be appropriate;
  10. 10. _______________________________________________________________________________ 9 (vi) refer the matter to appropriate law enforcement authorities; and/or (vii) impose other sanctions that it deems to be appropriate under the circumstances, including the imposition of fines representing reimbursement of the Bank for costs associated with investigations and proceedings. Such other sanctions may be imposed in addition to or in lieu of other sanctions. (c) The Bank has established administrative procedures for cases of allegations of fraud and corruption within the procurement process or the execution of a contract financed by the Bank which are available at the Bank’s website (, as updated from time to time. To that effect any complaint shall be submitted to the Bank’s Office of Institutional Integrity (OII) for the appropriated investigation. Allegations may be presented confidentially or anonymously. (d) Payments are expressly conditional upon the claimant’s participation in the procurement process conformed with all applicable Bank policies on Fraud and Corruption described in this Clause 1.1.5. (e) The imposition of any action to be taken by the Bank pursuant to the provisions referred to paragraph (b) of this Clause may be public or private, in accordance with the policies of the Bank. 1.2 TERMS AND CONDITIONS 1.2.1 General The Consultant must have the experience outlined in the Terms of Reference (TOR) attached at Section II. The Consultant must be prepared to carry out the assignment during the time period as specified in the TOR. 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 the Client is not bound to accept any of the proposals submitted. The Client will reject a proposal for award if it determines that the Consultant recommended for award has engaged in corrupt or fraudulent activities in competing for the contract in question; 1.2.2 Eligibility Local firms must submit an up-to-date Tax Compliance Certificate (TCC) with their technical proposal. Foreign Firms
  11. 11. _______________________________________________________________________________ 10 will be required to submit a TCC within 10 days of notice of award of contract. Eligibility of Consultants and Origin of Goods and Services The Consulting Services may be provided by Consultants with the nationality of a Bank’s member country. Consultants from other countries shall be disqualified from participating in contracts intended to be financed in whole or in part from Bank loans. In the case of goods to be supplied under the Contract for Consulting Services, the goods shall have as their country of origin a member country of the Bank. Section 6 of this document establishes the Bank’s member countries, as well as the criteria to determine the nationality of the Consultants and the country of origin of goods and services. The Consultants with the nationality of a Bank’s member country and the goods to be supplied under the Contract for Consulting Services are not eligible if: (i) as a matter of law or official regulation, the Borrower’s country prohibits commercial relations with that country; (ii) by an act of compliance with a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations, the Borrower’s Country prohibits any imports of goods from that country or any payments to persons or entities in that country the Consultants are declared ineligible by the Bank in accordance with subparagraph (b)(v) of paragraph 1.1.5 to be awarded a Bank-financed contract during the period of time determined by the Bank. 1.2.3 Acceptance of Contract The successful firm must be prepared to formalise and sign the Contract with the PSMD within 10 working days notification of award. A draft contract is attached in Section V. Firms should indicate any issue they have with any term of the contract as defined in attached draft. The firm is expected to commence the assignment within 2 weeks of award of contract.
  12. 12. _______________________________________________________________________________ 11 1.2.4 Delivery of services The successful Consultant shall submit a schedule of dates for the delivery of the services. 1.2.5 Cost Estimates The proposal shall provide cost estimates in Jamaican Dollars for local firms and United States dollars for foreign firms for the services offered. The single currency for price conversion is US$ using the Bank of Jamaica selling rate at the closing date for submission of proposals. 1.2.6 Payment Payment for services shall be made on submission of an invoice along with any other reporting requirements or deliverables agreed. Payment will be made in Jamaican dollars for local firms and United States dollars for foreign firms. Initial payment of 10% will be made on submission and acceptance of a work plan and subsequent payment will be made on submission and acceptance of the deliverables as specified in the TOR. 1.2.7 Clarification and Amendments to RFP Consultants may request clarifications of any of the RFP documents up to five (5) days before the proposal submission date. The deadline for clarification is May 15, 2009. Any request for clarification must be sent in writing by facsimile or electronic mail to the Client’s address as follows: The Chief Technical Director Public Sector Modernisation Division Cabinet Office 2a Devon Road Kingston 10 Tel: 876-929-8880-5 Fax: 876-960-6443 Email: The Client will respond by facsimile or electronic mail to such requests and will send written copies of the response (including an explanation of the query but without identifying the source of inquiry) to all Consultants who indicate their intention to submit proposals. 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, amend the RFP. Any amendment shall be issued in writing through addenda. Addenda shall be sent by facsimile or
  13. 13. _______________________________________________________________________________ 12 electronic mail to all Consultants who indicate their intention to submit a proposal and posted on the web site and will be binding on them. The Client may at its discretion extend the deadline for the submission of proposals. 1.3 PREPARATION OF THE PROPOSAL 1.3.1 General The proposal shall include all the documents and information requested in the format and time specified in this RFP. Failure to do so will result in rejection of the proposal. All written information supplied in the proposal must be in English and expressed in clear and readily understandable form. Consultants must complete and sign the proposal forms attached in Section III (Form 3A) and Section IV (Form 4A), failure to do so will result in the rejection of the proposal. 1.3.2 Technical Proposal In preparing the Technical Proposal, Consultants are expected to examine the documents constituting this RFP in detail. Material deficiencies in providing the information requested may result in rejection of a proposal 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 other firms or entities in a joint venture or sub-consultancy, as appropriate. Consultants may associate with the other Consultants bidding for this assignment only with approval of the Client. The Consultants are encouraged to seek the 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 proposal shall, however, be based on the number of professional staff- months estimated by the firm.
  14. 14. _______________________________________________________________________________ 13 (iii) It is desirable that the majority of the key professional staff proposed be permanent employees of the firm or has an extended and stable working relationship with it. (iv) Proposed professional staff must, at a minimum, have the experience indicated in the TOR, preferably working under conditions similar to those prevailing in the country of the assignment. Alternative professional staff shall not be proposed, and only one curriculum vitae (CV) may be submitted for each position. Reports to be issued by the Consultants as part of this assignment must be in English. It is desirable that the firm’s personnel have a proficient knowledge of the Client’s national language, English. The Technical Proposal shall provide the following information using the attached Standard Forms (Section III), Failure to do so may result in the rejection of the proposal: (i) A brief description of the firm’s organization and an outline of recent experience on assignments (Section 3B) of a similar nature. For each assignment, the outline should indicate, inter alia, the profiles of the staff used, duration of the assignment, contract amount, and the firm’s involvement. (ii) Any comments or suggestions on the Terms of Reference to be provided by the Client (Form 3C). (iii) A description of the methodology and work plan for performing the assignment (Form 3D). (iv) The list of the proposed staff team by specialty, the tasks that would be assigned to each staff team member, and their timing (Form 3E). (v) CVs recently signed by the proposed professional staff and the authorized 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.
  15. 15. _______________________________________________________________________________ 14 (vi) Estimates of the total staff input (professional and support staff; staff time) needed to carry out the assignment, supported by bar chart diagrams showing the time proposed for each professional staff team member (Form 3E and 3G). (vii) A detailed description of the proposed methodology, staffing, and monitoring of training, if the TOR specifies training as a major component of the assignment. The Technical Proposal shall not include any financial information. 1.3.3 Financial Proposal In preparing the Financial Proposal, Consultants are expected to take into account the requirements and conditions outlined in 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) reimbursable expenses such as subsistence (per diem, housing), transportation (international and local, for mobilization and demobilization), 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. Taxes The Consultant may be subject to local taxes on amounts payable by the Client under the Contract as may be levied under the Applicable Law. Consultants shall express the price of their services in United States dollars for foreign firms and Jamaican dollars for local firms. 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). The proposals must remain valid for ninety days (90) days after the submission date. The validity period will end on August 22, 2009. 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
  16. 16. _______________________________________________________________________________ 15 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. 1.4 SUBMISSION, RECEIPT AND OPENING OF THE PROPOSALS 1.4.1 The original proposal (Technical Proposal and, Financial Proposal) shall be prepared in indelible ink. It shall contain no interlineations or overwriting, except as necessary to correct errors made by the firm itself. Any such corrections must be initialed by the persons or person who sign(s) the proposals. 1.4.2 An authorized representative of the firm must initial all pages of the proposal. 1.4.3 For each proposal, the Consultants shall prepare five (5) copies one (1) original and four (4) copies. Each Technical Proposal and Financial Proposal shall be marked “ORIGINAL” or “COPY” as appropriate. If there are any discrepancies between the original and the copies of the proposal, the original governs. 1.4.4 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 envelope and sealed. This outer envelope should bear the name and address of the firm and shall be addressed as follows: REQUEST FOR PROPOSAL RFP#2009/P004 IMPLEMENTATION OF THE DISSEMINATION STRATEGY FOR THE MEDIUM TERM ACTION PLAN (MTAP)-PHASE 1 (RESEARCH AND REFINEMENT) The Procurement Officer Public Sector Modernisation Division Cabinet Offices 2a Devon Road, Kingston 6 1.4.5 The completed Technical and Financial Proposals must be deposited in the tender box located at the Cabinet Office/Public Sector Modernisation Division located at 2a Devon Road, Room#219, Kingston 6 on or before 10:00 a.m. on
  17. 17. _______________________________________________________________________________ 16 Friday, May 22, 2009. Any proposal received after the closing time for submission of proposals shall be returned unopened. 1.4.6 After the deadline for submission of proposals, the Technical Proposal shall be opened publicly on Friday, May 22, 2009 at Cabinet Office/Public Sector Modernisation Division located at 2a Devon Road, Room#212, Kingston 6 at 10:15 a.m. Consultants are invited to attend. The Financial Proposal shall remain sealed until technical proposal are evaluated and all qualified proposals are opened publicly. 1.5 EVALUATION OF THE PROPOSAL 1.5. 1 From the time the Proposals are opened to the time the Contract is awarded, the Consultants should not contact the Client on any matter related to its Technical and/or Price Proposal. Any effort by Consultants to influence the Client in the examination, evaluation, ranking of Proposals, and recommendation for award of Contract may result in the rejection of the Consultants’ Proposal. Evaluators of Technical Proposals shall have no access to the Price Proposals until the technical evaluation is concluded and the Bank issues its “no objection”. 1.5.2 Technical Proposal The evaluation committee, appointed by the Client, evaluates the proposals on the basis of their responsiveness to the Terms of Reference, applying the evaluation criteria, sub criteria (typically not more than three per criteria), as follows: Criteria Score 1. Adequacy of qualification and competence of the 15 consultant 2. Specific Experience of the key personnel related to the 30 assignment 3. Adequacy of the proposed work plan and methodology 45 in responding to the TOR Total 100 The evaluation criteria are further defined in Section II Minimum Technical score required: 75 A proposal 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 a minimum technical score of 75.
  18. 18. _______________________________________________________________________________ 17 1.5.3 Financial Proposal After the evaluation of technical proposal is completed, the Client shall notify those Consultants whose proposals did not meet the minimum qualifying mark or were considered non- responsive 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 notification will be sent by facsimile, or electronic mail. 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 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 to the single currency United States dollar using the selling rates published by the Bank of Jamaica on the closing date for submission of proposals. The following methodology will be used to determine the proposal with the highest score: TQ Total marks (out of 100) for technical (quality) criteria q Quality weighting = 80 c Cost weighting = 20 LT Lowest Proposal Price XT Price for proposal under consideration Calculation Quality Score (Q) TQ x q 100 Cost Score (C) LT x c XT Total Score TS = TS = Q + C
  19. 19. _______________________________________________________________________________ 18 The firm achieving the highest combined technical and financial score will be invited for negotiations. 1.6 NEGOTIATION AND CONTRACT AWARD 1.6.1 Negotiations will be held at the office of the PSMD at 1 Devon Road, Kingston 6, Jamaica. The aim is to reach agreement on all points and sign a contract. 1.6.2 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 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. 1.6.3 The financial negotiations will include a clarification (if any) of the firm’s tax liability in the Client’s country, 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. 1.6.4 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. 1.6.5 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 whose proposal received the second highest score to negotiate a Contract. 1.6.6 After completing negotiations the Client shall award the Contract to the selected Consultant, publish in UNDB on line, in the Bank’s Internet website and, when appropriate, in the Client country’s sole official Internet website, and promptly notify all Consultants who have submitted proposals. After Contract signature, the Client shall return the unopened Price Proposals to the unsuccessful Consultants.
  20. 20. _______________________________________________________________________________ 19 1.6.7 The firm is expected to commence the assignment within 10 working days of award of contract.
  21. 21. Section II Terms of Reference and Evaluation Criteria 20 SECTION II TERMS OF REFERENCE and EVALUATION CRITERIA Implement the Dissemination Strategy for the Medium Term Action Plan (MTAP)-Phase 1 (Research and Refinement) I. BACKGROUND a. Modernization of the public service has been pursued for several years to improve its efficiency, effectiveness, transparency and responsiveness. The modernization programme is guided by the principles and objectives in the “Government at Your Service (Ministry Paper No. 56/2002) developed in 2002. Ministry Paper 56/ 2002 sets out the ten-year modernization programme from 2002-2012. The oversight and management for the MVSP is championed by a Public Sector Reform Unit (PSRU). The PSRU was established as a successor to the Public Sector Modernization programme 1 (PSMP I), that ended in 2002. . b. The Public Sector Reform Unit was established following a strategic review of the Cabinet Office. The Review underscored the need to ‘institutionalize reform as an ongoing process, rather than a time-limited project’. It recommended, among other things, the setting up of a permanent Reform Unit in order to drive the modernization programme. Consequently, in 2002, the Public Sector Reform Unit (PSRU), later renamed the Public Sector Modernization Division, was established to provide leadership, co-ordination, and cohesion to the implementation and monitoring of the modernization initiatives. Its mission is ‘to improve the quality, coherence and responsiveness of public services and promoting a strong and professionally well managed Public Sector, capable of enabling and facilitating the achievement of the national goals’. c. The five-year Action Plan for the Public Sector Modernization Vision and Strategy 2002-2012, Ministry Paper 56/02, has been reviewed and reformulated to form the Medium Term Action Plan (MTAP). The MTAP comprises strategies for improving results based management and now forms the basis for implementation of the Modernization Programme over the next five years. The programme has been redesigned with the following components: A. Focusing on Service Delivery B. Improving Governance and Accountability C. Managing for Results D. Improving Change Management and Communication d. One of the key elements emerging from the review of the Ministry Paper No. 56/02 has been the paucity of information on the Modernization Programme reaching the public. It is noted in the review that ‘while some good publicity of the programme has
  22. 22. been undertaken, there has been a noticeable lack of a strategic communications programme, across government and with citizens’. e. A preliminary communication plan was designed and addresses in a general manner, the strategies to be employed to disseminate the Medium Term Action Plan. It was noted however, that, the research component of the plan needed to be further developed in order to better inform the effective development of the strategy to make it more relevant and targeted. II. CONSULTANCY OBJECTIVES The main objectives of the consultancy are to: (a) design and conduct market research to determine the communication needs of the modernization programme; and (b) finalize the actions for responding to the needs identified. This involves refining the draft MTAP Dissemination Strategy to include all relevant components of a comprehensive social marketing communication plan. The strategy will put emphasis on improving communications with identified target publics. The plan should focus on specific strategies for reaching internal and external audiences with special emphasis on first creating buy-in among internal (within government) audience members. The strategy must reflect close alignment with the four key strategic areas identified under the MTAP. III. CHARACTERISTICS OF THE CONSULTANCY Type of Consultancy: Firm Duration: A total of 60 work days altogether in Jamaica Place of Work: Kingston, Jamaica. Qualifications: At least 5 years experience in the design of strategic communications and/ or social marketing campaigns. Previous work with public sector institutions within the Caribbean would be an asset. At least three years experience in related research work and data analysis IV. SCOPE OF WORK f. The consultant will, inter alia: i. Assess the existing Draft MTAP Dissemination Strategy and determine gaps to be addressed ii. Design appropriate research instruments and conduct relevant research to determine, inter alia:
  23. 23. Section II Terms of Reference and Evaluation Criteria 22 1. A comprehensive description of the target audiences for the MTAP and identify, for each identified sect; information on the knowledge, attitudes and behaviours of each audience category towards the modernization programme. 2. The media usage patterns of the identified audience segments and how those habits can be incorporated in the design of the strategy. 3. Appropriate strategies to be employed to best reach the specific audience groups and put forward justifications for each selection. 4. Through a media audit, examine the prevailing messages being publicized around the activities of the modernization programme and how the modernization programme can be re-positioned for greater efficacy. iii. Based on international best practices and stakeholder reviews, the consultant will revise the existing MTAP Dissemination Strategy and Plan and, in a format agreed, highlight; 1. Messages to be conveyed, materials to be developed and the appropriate channels to be utilized to reach the targeted audiences. These messages are to be pre-tested and the plan revised accordingly. 2. Specific, clear, measurable goals and objectives aimed at fostering a heightened level of awareness of the MTAP internally (within government) and externally (all other audiences). Each goal identified should be supported by objectives which describe the intermediate steps to be taken to reach the attendant goal. 3. Strategic partnerships that could advance the objectives of the modernization programme as outlined in the MTAP. 4. An internal readiness plan for the PSMD’s dissemination of the MTAP; the plan should identify the PSMD’s existing resources (to aid in dissemination) and identify resources that are to be acquired. 5. A costed and prioritized action plan to support implementation of the Dissemination Strategy 6. A monitoring and evaluation component to periodically track progress. 7. The factors which may negatively affect the success of the communication campaign (through a situation analysis) and present solutions to minimize risks. The analysis should include an examination of the social, economic and political factors that may affect the success of the campaign
  24. 24. Section II Terms of Reference and Evaluation Criteria 23 V. DELIVERABLES g. The consultant will prepare, following relevant consultation: A revised work plan in Microsoft Projects and the agreed research methodologies to be utilized within the first ten days of the assignment; A compilation of the research findings in an agreed format, and the recommended modifications to be made to the communication strategy within forty-five days of the assignment A revised draft of the dissemination strategy and costed action plan within fifty five days of acceptance and sign off of the recommendations and compiled findings; A final dissemination strategy and costed action plan within sixty days of the assignment. All deliverables must be submitted in electronic and printed formats. For submission of the final report, the consultants shall provide three (3) bound copies and a CD-R with an electronic version of the deliverable. VI. COORDINATION h. The Consultant will report to the Principal Director of the Policy and Development Unit and be coordinated by the Public Sector Modernization’s Communications Officer.
  25. 25. Section III. Technical Proposal Submission Forms 24 Evaluation Criteria For Scoring TECHNICAL PROPOSALS IMPLEMENTATION OF THE DISSEMINATION STRATEGY FOR THE MEDIUM TERM ACTION PLAN (MTAP) - PHASE 1 (RESEARCH AND REFINEMENT) # Criteria Points 1.0 Adequacy of qualification and competence of the consultant 15 1.1 Graduate degree in Mass Communications; Social Marketing, Sociology or related 15 discipline • MSc. (15) • BSc. only (5) 2.0 Specific Experience of the key personnel related to the assignment 30 • Involvement in related research work and data analysis (15) • Experience in the development of strategic communication and social marketing projects in the last 3 years (15 ) 2.1 Experience working with change processes in other Government’s within the 10 Commonwealth • At least five years experience (10) • Between three and four years experience (5) • Less than two years experience (3) 3.0 Adequacy of the proposed work plan and methodology in responding to the TOR 45 3.1 Technical soundness of the Methodology and the Proposal 25 3.2 Applied knowledge of existing mechanisms within the public sector for communication 10 and dissemination 3.3 Evidence of good project planning and management (detail of activities, identification 10 of resources, adequacy of timeframes Total points 100
  26. 26. Section III. Technical Proposal Submission Forms 25 SECTION III TECHNICAL PROPOSAL STANDARD FORMS 3A. Technical Proposal submission form. 3B. Firm’s references. 3C. Comments and suggestions of Consultants 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 (CV) for proposed professional staff. 3G. Time schedule for professional personnel.
  27. 27. Section III. Technical Proposal Submission Forms 26 3A. TECHNICAL PROPOSAL SUBMISSION FORM [Location, Date] To: [Name and address of Client] Ladies/Gentlemen: We, the undersigned, offer to provide the consulting services for [Title of consulting services] 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. 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. We understand you are not bound to accept any Proposal you receive. We remain, Yours sincerely, Authorized Signature: Name and Title of Signatory: Name of Firm: Address: Note: The content of this form should not be adjusted
  28. 28. Section III. Technical Proposal Submission Forms 27 3B. FIRM’S REFERENCES Relevant Services Carried Out in the Last Three Years That Best Illustrate Qualifications Using the format below, provide information on each assignment for which your firm/entity, either individually as a corporate entity or as one of the major companies within an association, was legally contracted to provide consulting services similar to those requested here in the last three years. List a maximum of such assignments. Assignment Name: Country: Location within Country: Professional Staff Provided by Your Firm/Entity(profiles): Name of Client: No of Staff: Address: No of Staff-Months; Duration of Assignment: Start Date (Month/Year): Completion Date (Month/Year): Approx. Value of Services (in Current US$): Name of Associated Consultants, If Any: 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:
  29. 29. Section III. Technical Proposal Submission Forms 28 3C. COMMENTS AND SUGGESTIONS OF CONSULTANTS ON THE TERMS OF REFERENCE On the Terms of Reference: [Note and substantiate any observation or suggestion you have concerning the Terms of Reference (provided that it would not alter the requirements to be met by the client) that would improve contract performance (such as eliminating an activity that you feel is unnecessary, adding one, or proposing that activities include or be divided up into different stages). These suggestions should be concise and specific and should be incorporated into your proposal.]
  30. 30. Section III. Technical Proposal Submission Forms 29 3D. DESCRIPTION OF THE METHODOLOGY AND WORK PLAN FOR PERFORMING THE ASSIGNMENT The technical approach, methodology, and work plan are key components of the technical proposal. It is recommended that the technical proposal be divided into the following three sections: a) Technical approach and methodology; b) Work plan; and c) Organization of personnel and staffing table. a) Technical approach and methodology. In this section the consultant should explain the firm’s understanding of the assignment’s objectives, the service delivery approach, the methodology to be used to conduct activities and produce the expected output, and the degree of detail that it envisions for that output. The consultant should explain the methodology that the firm will use and how that methodology fits in with the proposed approach. b) Work plan. This section should include a description of the main proposed activities, their content and duration, the stages involved and how they relate to one another, and reporting deadlines. The proposed work plan should include a description of the technical approach and methodology and should demonstrate the firm’s understanding of the Terms of Reference and its ability to translate them into a feasible work plan. It should also include a list of the reports that are to be submitted as final outputs.1 The work plan should be consistent with the program of work outlined in Form 3G. c) Organization of personnel and staffing table. This section should contain a proposal regarding the structure and composition of the team that will carry out this assignment (including an organizational flowchart). It should identify the main disciplines involved in the assignment, the key specialist bearing responsibility for the work, and the technical and support personnel to be employed. 1 An electronic PDF file containing a copy of the final outputs should be submitted to the contracting agency . All final outputs should be included in a single PDF file.
  31. 31. 3E. TEAM COMPOSITION AND TASK ASSIGNMENTS 1. Technical/Managerial Staff Name Position Task 2. Support Staff Name Position Task -30-
  32. 32. Section III. Technical Proposal - Standard Forms 31 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: [Describe the main task to be assigned in this assignment] Key Qualifications: [Give an outline of staff member’s experience and training most pertinent to tasks on this assignment. Describe degree of responsibility held by staff member on relevant previous assignments and give dates and locations. Indicate specifically the assignments that most clearly illustrate the individual’s specific experience with similar project.] Education: [Summarize college/university and other specialized education of staff member, giving names of schools, dates attended, and degrees obtained. Institution & Degree(s) or Diploma(s) obtained [ Date from-date to ]
  33. 33. Section III. Technical Proposal - Standard Forms 32 Employment Record: [Starting with present position, list in reverse order every employment held. List all positions held by staff member since graduation, giving dates, names of employing organizations, titles of positions held, and locations of assignments. For experience in last ten years, also give types of activities performed and Client references, where appropriate.] Languages: [For each language indicate proficiency on a scale of 1 to 5 (1 - excellent; 5 -basic)]] Language Reading Speaking 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. Date: [Signature of staff member and authorized representative of the firm] Day/Month/Year Full name of authorized representative: ___________________________
  34. 34. 33 3G. TIME SCHEDULE FOR PROFESSIONAL PERSONNEL Months (in the Form of a Bar Chart) Name Position Reports Due/Activities 1 2 3 4 5 6 7 8 9 10 11 12 Number of Months Subtotal (1) Subtotal (2) Subtotal (3) Subtotal (4) Signature: (Authorized representative)
  35. 35. Section IV Financial Proposal Submission Form 34 SECTION 4. FINANCIAL PROPOSAL - STANDARD FORMS 4A. Financial Proposal submission form. 4B. Summary of costs.
  36. 36. Section IV Financial Proposal Submission Form 35 4A. FINANCIAL PROPOSAL SUBMISSION FORM APPENDIX D. Financial Proposal: [Location, Date] To: [Name and address of Client] Ladies/Gentlemen: We, the undersigned, offer to provide the consulting services for [Title of consulting services] 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. 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., [Date]. Authorized Signature: Name and Title of Signatory: Name of Firm: Address:
  37. 37. Section IV Financial Proposal Submission Form 36 4B SUMMARY OF COSTS A. Consultancy fees Item Position Unit Quant Rate Total ity (Currency) (Currency) International consultants Day Local consultants Day Total consultancy fees B. Reimbursable expense (List all reimbursable expense that will applicable to undertake the assignment Item Unit Quantity Rate Total (Currency) (Currency) Total Reimbursable C. Summary of Cost Item Cost (currency) Consultancy fees Reimbursable expense Total Project Cost
  38. 38. Section V Standard Form of Contract 37 SECTION V STANDARD FORM OF CONTRACT Government of Jamaica Standard Contract for the Procurement of Consulting Services [CONTRACT NO.___________] [NAME AND ADDRESS OF PROCURING ENTITY] [date]
  39. 39. Section V Standard Form of Contract 38 I. FORM OF CONTRACT LUMP-SUM ASSIGNMENTS This CONTRACT (hereinafter called the “Contract”) is made the ______ day of the month of ________, 20_____, between, on the one hand, The Government of Jamaica/[procuring entity] (hereinafter called the “Client”) and, on the other hand, _____________(hereinafter called the “Consultants”).......... [*Note: If the Consultants consist of more than one entity, the above should be partially amended to read as follows: ........(hereinafter called the “Client”) and, on the other hand, a joint venture consisting of the following entities, each of which will be jointly and severally liable to the Client for all the Consultants’ obligations under this Contract, namely, __________ and ________________ (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, personnel and technical resources, have agreed to provide the Services on the terms and conditions set forth in this Contract; (c) The Client has committed funding for the cost of the Services and intends to apply these proceeds to eligible payments under this Contract, it being understood (i) that such payments will be subject in all respects to acceptable levels of performance by the Consultant, as dictated by the Terms of Reference; (ii) that such payments shall be subject in all respects to the terms and conditions of the agreement for payment as included herein; (iii) that no party other than the Client shall derive any rights from the agreement providing for payment to the Consultants. 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; (b) The Special Conditions of Contract; (c) The following Appendices: Appendix A: Description of the Services ______ Appendix B: Reporting Requirements ______ Appendix C: Key Personnel and Subconsultants ______ Appendix D: Hours of work for Key Personnel ______ Appendix E: Duties of the Client ______ Appendix F: Cost Estimates in Foreign Currency ______ Appendix G: Cost estimates in Local Currency ______ Appendix H: Form of Guarantee for Advance Payments ______
  40. 40. Section V Standard Form of Contract 39 [*Note: The procuring entity shall prepare each Appendix for attachment hereto, pursuant to the particular procurement. Additionally, the procuring entity shall include any Appendix applicable to the particular procurement that has not been included in the above listing] 2. The mutual rights and obligations of the Client and the Consultants shall be as set forth in the Contract, in particular: (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 FOR AND ON BEHALF OF Government of Jamaica / [procuring entity] CONSULTANTS By_________________________ By______________________ WITNESS:_______________________ WITNESS:_______________________ Accounting Officer/Head of Procuring Entity Authorized Representative DATE:_________________ DATE:___________________
  41. 41. Section V Standard Form of Contract 40 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 Jamaica, as they may be issued and in force from time to time; (b) “Contract” means the Contract signed by the Parties, to which these General Conditions of Contract (GC) are attached, together with all the documents listed in Clause 1 of such signed Contract; (c) “Contract Price” means the price to be paid for the performance of the Services, in accordance with Clause 6; (d) “Effective Date” means the date on which this Contract comes into force and effect pursuant to GC 2.1; (e) “Foreign currency” means any other currency other than the Jamaican Dollar that is specified in the Special Conditions (SC); (f) “GC” means these General Conditions of Contract; (g) “Government” means the Government of Jamaica; (h) “Local currency” means Jamaican currency; (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 these entities and “Member in Charge” means 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; (j) “Party” means the Client or the Consultants, as the case maybe, and “Parties” means both of them; (k) “Personnel” means persons hired by the Consultants or by any Subconsultant as employees and assigned to the performance of the Services or any part thereof; and “Key Personnel” means the personnel referred to in Clause GC 4.2(a); (l) “SC” means the Special Conditions of Contract by which the GC may be amended or supplemented; (m) “Services” means the work to be performed by the Consultants pursuant to this Contract, as described in Appendix ___ hereto; (n) “Subconsultant” means any person or entity to whom/which the Consultants subcontract any part of the Services in accordance with the provisions of Clauses 3.5 and 4; and
  42. 42. Section V Standard Form of Contract 41 (o) “Third Party” means any person or entity other than the Government, the Client, the Consultants or a subconsultant. 1.2 Law Governing the Contract This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the Applicable Law. 1.3 Language This Contract has been executed in the English language as specified in the SC, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Contract. 1.4 Headings The headings shall not limit, alter or affect the meaning of this Contract. 1.5 Notices 1.5.1 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 made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram, or facsimile to such Party at the address specified in the SC. 1.5.2 Notice will be deemed to be effective as specified in the SC. 1.5.3 A party may change its address for notice hereunder by giving the other party notice of such change. 1.6 Location The Services shall be performed at such locations as are specified in Appendix ___ hereto and, where the location of a particular task is not so specified, at such locations, whether in Jamaica or elsewhere, as the Client may approve. 1.7 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 limitations the receiving of instructions and payments from the Client. 1.8 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 may be taken or executed by the officials specified in the SC.
  43. 43. Section V Standard Form of Contract 42 1.9 Taxes and Duties Unless otherwise specified in the SC, the Consultants, Subconsultants, and Personnel shall pay such taxes, duties, fees, and other impositions as may be levied under the Applicable Law. 2. COMMENCEMENT, COMPLETION, MODIFICATION, AND TERMINATION OF CONTRACT 2.1 Contract Effectiveness This Contract shall come into force and effect on the date (the “Effective Date”) of the Client’s notice to the Consultants instructing the Consultants to begin carrying out the Services. This notice shall confirm that the effectiveness conditions, if any, listed in the SC have been met. 2.2 Commencement of Services The Consultants shall begin carrying out the Services as shall be specified in the SC. 2.3 Expiration of Contract Unless terminated earlier pursuant to Clause GC 2.9 hereof, this Contract shall terminate at the end of ____________ weeks or such other period as the parties may agree in writing. 2.4 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. 2.5 Modification Modification of the terms and conditions of this Contract, including any modification of the scope of the Services, may only be made by written agreement between the Parties, and shall not be sufficiently substantive as to affect the contract price. 2.6 Force Majeure 2.6.1 Definition 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 within the power of the Party invoking Force Majeure to prevent), confiscation or any other action by government agencies. Force Majeure shall not include (i) any event which is caused by the negligence or intentional action of a Party or such Party’s Subconsultants 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.
  44. 44. Section V Standard Form of Contract 43 Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder. 2.6.2 No Breach of Contract The 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. 2.6.3 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, an 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. (c) The Parties shall take all reasonable measures to minimize the consequences of any event of Force Majeure. 2.6.4 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 during which such Party was unable to perform such action as a result of Force Majeure. 2.6.5 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 continue to be paid under the terms of this Contract as well as 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. 2.6.6 Consultation 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. 2.7 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
  45. 45. Section V Standard Form of Contract 44 the nature of the failure, and (ii) shall request the Consultants to remedy such failure within a period not exceeding thirty (30) days after receipt by the Consultants of such notice of suspension. 2.8 Termination 2.8.1 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 specified in paragraphs (a) through (f) of this Clause GC 2.9.1, terminate this Contract: (a) if the Consultants fail to remedy a failure in the performance of their obligations hereunder, within thirty (30) days of receipt of such notice or within such further period as the Client may have subsequently approved in writing; (b) if the Consultants become (or, if the Consultants consist of more than one entity, if any of their Members becomes) insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary; (c) if the Consultants fail to comply with any final decision reached as a result of arbitration proceedings pursuant to Clause GC 8 hereof; (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 a material portion of the Services for a period of not less than sixty (60) days; or (f) if the Client, in its sole discretion and for any reason whatsoever, decides to terminate this Contract. 2.8.2 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: (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 GC 8 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
  46. 46. Section V Standard Form of Contract 45 (d) if the Client fails to comply with any final decision reached as a result of arbitration pursuant to Clause GC 8 hereof. 2.8.3 Cessation of Rights and Obligations Upon termination of this Contract pursuant to Clauses GC 2.4 hereof, GC 2.2 or GC 2.9 hereof, or upon expiration of this Contract pursuant to Clause, all rights and obligations of the Parties hereunder shall cease, except (i) such rights and obligations as may have accrued on the date of termination or expiration, (ii) the obligation of confidentiality set forth in Clause GC 3.3. hereof, (iii), and (iv) any right which a Party may have under the Applicable Law. 2.8.4 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 or such notice, take all necessary steps to bring the Services to a close in a prompt and orderly manner and shall make every reasonable effort to keep expenditures for this purpose to a minimum. With respect to documents prepared by the 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. 2.8.5 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. 3. OBLIGATIONS OF THE CONSULTANTS 3.1. General 3.1.1 Standard of Performance The Consultants shall perform the Services and carry out their obligations hereunder with all due diligence, efficiency, and economy, in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ appropriate advanced technology and safe and effective equipment, machinery, materials and methods. The Consultants shall always act, in respect of any matter relating to this Contract or to the Services, as faithful advisors to the Client, and shall at all times support and safeguard the Client’s legitimate interests in any dealings with Subconsultants or Third parties. 3.1.2 Law Governing Services The Consultants shall perform the Services in accordance with the Applicable Law and shall take all practicable steps to ensure that any Subconsultants, as well as the Personnel of the Consultants and any Subconsultants, comply with the Applicable Law. The Client shall notify the Consultants in writing of relevant local customs, and the Consultants shall, after such notification, respect such customs.
  47. 47. Section V Standard Form of Contract 46 3.2 Conflict of Interests 3.2.1 Consultants Not to Benefit from Commissions, Discounts, etc. The remuneration of the Consultants pursuant to Clause GC 6 hereof shall constitute the Consultants’ sole remuneration in connection with this Contract or the Services and, subject to Clause GC 3.2.2 hereof, the Consultants shall not accept for their own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Contract or to the Services or in the discharge of their obligations hereunder, and the Consultants shall use their best efforts to ensure that any Subconsultants, as well as the Personnel and agents of either of them, similarly shall not receive any such additional remuneration. 3.2.2. Consultants and Affiliates not to be Otherwise Interested in Project 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 Subconsultant and any entity affiliated with such Subconsultant, 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. 3.2.3 Prohibition of Conflicting Activities The Consultants shall not engage, and shall cause their Personnel as well as their Subconsultants and their Personnel not to engage, either directly or indirectly, in any of the following activities: (a) during the term of this Contract, any business or professional activities which would conflict with the activities assigned to them under this Contract; and (b) after the termination of this Contract, such other activities as may be specified in the SC. 3.3 Confidentiality The Consultants, their Subconsultants 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 Services, this Contract or the Client’s business or operations without the prior written consent of the Client. 3.4 Liability of the Consultants Subject to additional provisions, if any, set forth in the SC, the Consultants’ liability under this Contract shall be as provided by the Applicable Law. 3.5 Insurance to be taken out by the Consultants The Consultants (i) shall take out and maintain, and shall cause any Subconsultants to take out and maintain, at their (or the Subconsultants’, 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, shall provide evidence to the Client showing
  48. 48. Section V Standard Form of Contract 47 that such insurance has been taken out and maintained and that the current premiums therefore have been paid. 3.6 Consultants’ Actions Requiring Client’s prior Approval The Consultants shall obtain the Client’s prior approval in writing before taking any of the following actions: (a) appointing such members of the Personnel not listed by name in Appendix; (b) entering into a subcontract for the performance of any part of the Services, it being understood (i) that the selection of the Subconsultant and the terms and 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 shall remain fully liable for the performance of the Services by the Subconsultant and its Personnel pursuant to this Contract; (c) any other action that may be specified in the SC. 3.7 Reporting Obligations The Consultants shall submit to the Client the reports and documents specified in Appendix ___ hereto, in the form, in the numbers and within the periods set forth in the said Appendix. 3.8 Documents prepared by the Consultants to be the Property of the Client All plans, drawings, specifications, designs, reports, and other documents and software prepared by the Consultants for the Client under this Contract shall become and remain the property of the Client, and the Consultants shall, not later than upon termination or expiration of this Contract, deliver all such documents to the Client. The Consultants may retain a copy of such documents and software. Restrictions about the future use of these documents and software, if any, shall be specified in the SC. 3.9 Equipment and Materials furnished by the Client Equipment and materials made available to the Consultants by the Client, or purchased by the Consultants with funds provided by the Client, shall be the property of the Client and shall be marked accordingly. Upon termination or expiration of this Contract, the 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. 4. CONSULTANTS’ PERSONNEL AND SUBCONSULTANTS 4.1 General The Consultants shall employ and provide such qualified and experienced Personnel and Sub consultants as are required to carry out the Services. 4.2 Description of Personnel