Proposal for a Consultant

 

REQUEST FOR PROPOSAL

 

TO:

 

		Date of issue:	18th September 2025
		RFP no.:	LOT SER  7
		Contract title:	Proposal for Consultant Develop Institutional-level Emergency Preparedness and Response Plans (EPRPs) for DCA Partner Organizations in Nepal
		Closing date:	24thSeptember 2025
		Contracting Authority:	Nepal National Social Welfare Association (NNSWA) Mahendranagar, Kanchanpur-18 Contact person: Neetu Joshi Tel:099-522182 Mobile Number: 9862485777 Email: nnswa.procurement@gmail.com

 

 

nepal national social welfare associationinvites you to submit a proposal FoR Consultant Develop Institutional-level Emergency Preparedness and Response Plans (EPRPs) for DCA Partner Organizations in Nepal      

The Service is required for Proposal for Service of Consultant for the developed organization emergency Preparedness response plan on DRR governance and other capacity building areas based on gaps”. Preparedness and Response Plans (EPRPs) for DCA Partner Organizations in Nepalfor the SUDRIDH Project an intervention supported and funding byDCA. Please find enclosed the following documents, which constitute the Request for Proposal:

 

A – Instructions

B – Draft Contract including annexes

Annex 1: Terms of Reference

Annex 3:           Proposal Submission Form (to be completed by the Candidate)

      Annex 4:     General Terms and Conditions for Service Contracts – Ver3 2020

      Annex 5:     Code of Conduct for Consultants/Service

 

If this document is a PDF format, upon request, a complete copy of the above documents can be forwarded in a WORD format for electronic completion. It is forbidden to make alterations to the text.

 

We should be grateful if you would inform us by email of your intention to submit or not a proposal.

 

 

 

 

Best Regards,

 

Procurement Committee

A. Instructions

 

In submitting a proposal, the Candidateaccepts in full and without restriction the special and general conditions including annexes governing this Contract as the sole basis of this procedure, whatever his own conditions of services may be, which the Candidatehereby waives. The Candidates are expected to examine carefully and comply with all instructions, forms, contract provisions and specifications contained in this Request for Proposal.

A.1.Scope of services

The Services required by the Clientare described in the Terms of Reference in Annex 1.

TheCandidateshall offer the totality of the Services described in the Terms of Reference. Candidates offering only part of the required Services will be rejected.

 

A.2.Cost of proposal

The Candidateshall bear all costs associated with the preparation and submission of his proposal and the Clients not responsible or liable for these costs, regardless of the conduct or outcome of the process.

 

A.3.Eligibility and qualification requirements

Candidates are not eligible to participate in this procedure if they are in one of the situations listed in article 33 of the General Terms and Conditions for Service Contracts – Ver3 2020.

 

Candidates shall in the Proposal Submission Form attest that they meet the above eligibility criteria. If required by the Contracting Authority, the Candidatewhoseproposal is accepted shall further provide evidence satisfactory to the Clientof its eligibility.

 

As a rule, the arrival of a proposal in due time is always the candidates responsibility. Late proposals refer to any proposal arriving after the Closing date for submitting proposals, and any proposals arriving late due to a delay, for instance, in the delivery of mail or due to a technical problem related to electronic data transmission.

 

Candidates are also requested to certify that they comply with the Code of Conduct for Consultants.

 

A.4.Exclusion from award of contracts

Contracts may not be awarded to Candidates who, during this procedure:

 

(a)   are subject to conflict of interest

(b)   are guilty of misrepresentation in supplying the information required by the Clientas a condition of participation in the Contract procedure or fail to supply this information

 

A.5.Documents comprising the Request for Proposal

The Candidate shall complete and submit the following documents with his proposal:

1. Proposal Submission Form Annex 3duly completed and signed by the Candidate
2. CV. highlighting the Candidate’s experience in the specific field of the Services and his/her specific experience in the country/region where the Services are to be performed;

 

The proposal and all correspondence and documents related to the Request for Proposal exchanged by the Candidate and the Clientmust be written in the language of the procedure, which is English.

 

A.6.Financial proposal

The Financial Proposal shall be presented as an amount in Nepali Rupees (NPR)in the Proposal Submission Formin Annex 3. The remuneration of the Candidate under the Contract shall be determined as follows:

The Candidate shall indicate in his/her proposalhis/her proposed global remuneration for the performance of the Services. The Candidate shall be deemed to have satisfied himself as to the sufficiency of his/her proposed global remuneration, to cover both his/her fee rate, including overhead, profit, all his/her obligations, sick leave, overtime and holiday pay, taxes, social charges, etc. and all expenses (such as transport, accommodation, food, office, etc.) to be incurred for the performance of the Contract. The proposed global remuneration shall cover all obligations of the successful Candidate under the Contract (without depending on actual time spent on the assignment) and all matters and things necessary for the proper execution and completion of the Services and the remedying of any deficiencies therein.

 

VAT and/or any other tax applicable to the purchase of services shall be indicated separately in the proposal.

 

A.7.Validity

Proposals shall remain valid and open for acceptance for 45 days after the closing date.

 

A.8.Submission of proposals and closing date

Proposals must be received at the address mentioned on the front page <by hand oremailnot later than the closing date and time specified on the front page.

 

A.9.Evaluation of Proposals

The evaluation method will be the quality and cost-basedselection.A two-stage procedure shall be utilised in evaluating the Proposals; a technical evaluation and a financial evaluation.

 

Proposals willbe ranked according to their combined technical (St) and financial (Sf) scores using the weights of 60% for the Technical Proposal; and 40 % for the offered price.Each proposal’s overall score shall therefore be: St X <80>% + Sf X <20>%.

 

Technical evaluation

For the evaluation of the technical proposals, the Clientshall take the following criteria into consideration, with the indicated weights:

 

 

Interviews

The Clientreserves the right to call to interview the Candidates having submitted proposals determined to be substantially responsive.

 

Financial evaluation

Each proposal shall be given a financial score.The lowest Financial Proposal (Fm) will be given a financial score (Sf) of 100 points. The formula for determining the financial scores shall be the following:

 

Sf = 100 x Fm/F, in which

Sf is the financial score

Fm is the lowest price and

F is the price of the proposal under evaluation

 

Negotiations

The Clientreserves the right to contact the Candidates having submitted proposals determined to be substantially and technically responsive, in order to propose a negotiation of the terms of such proposals. Negotiations will not entail any substantial deviation to the terms and conditions of the Request for Proposal, but shall have the purpose of obtaining from the Candidates better conditions in terms of technical quality, implementation periods, payment conditions, etc.

 

Negotiations may however have the purpose of reducing the scope of the servicesor revising other terms of the Contract in order to reduce the proposed remuneration when the proposed remunerations exceed the available budget.

 

A.10.             Award Criteria

The Clientwill award the Contract to the Candidate whose proposal has been determined to be substantially responsive to the documents of the Request for Proposal and which has obtained the highest overall score.

A.11.             Signature and entry into force of the Contract

Prior to the expiration of the period of the validity of the proposal, the Clientwill inform the successful Candidatein writing that its proposal has been accepted and inform the unsuccessful Candidates in writing about the result of the evaluation process.

 

Within <5> days of receipt of the Contract, not yet signed by the Contracting Authority, the successful Candidate must sign and date the Contract and return itto the Contracting Authority. On signing the Contract, the successful Candidate will become the Consultant and the Contract will enter into force once signed by the Contracting Authority.

 

If the successful Candidatefails to sign and return the Contract within the days stipulated, the Clientmay considerthe acceptance of the proposal to be cancelled without prejudice to the Contracting Authority's right to claim compensation or pursue any other remedy in respect of such failure, and the successful Candidate will have no claim whatsoever on the Contracting Authority.

 

A.12.             Cancellation for convenience

The Clientmay for its own convenience and without chargeor liability cancel the procedure at any stage.

 

 

 

 

 

 

 

 

B. Draft Contract (Service)

 

CONTRACT TITLE:

Service  forConsultant to Develop Institutional-level Emergency Preparedness and Response Plans (EPRPs) for DCA Partner Organizations in Nepal

 

Reference no.: 02/2025

 

Instructions to candidates: At this stage of the Request for Proposals this document is for your information and intended to make you aware of the contractual provisions. The information missing in this document will be filled in when a Consultant/Service Provider has been selected, and the “draft” Contract will then become the “final” Contract” between the Client and the successful Consultant/Service Provider.

 

 

Nepal National Social Welfare Association (NNSWA)

Mahendranagar, Kanchanpur

 

 ("The Contracting Authority"),

of the one part,

and

 

<Name and address of candidate>

(“The Consultant/Service Provider”)

 

 

              of the other part,

 

have agreed as stipulated in the attached document:

 

The Contract is done in English in two originals, oneoriginals being for the Clientand one original being for the Consultant/Service Provider.

 

 

For the Consultant/Service Provider		For the Contracting Authority
Name:		Name:
Title:		Title:
Signature:		Signature:
Date:		Date:

 

 

 

This Contract shall be signed and stamped by the Consultant and returned to the <Contracting Authority><contact information> latest within <five> working days from date of receipt.

Special conditions

 

B.1.Scope of services

The subject of the Contract is Documentation onConsultant/Service Provider Consultant to Develop Institutional-level Emergency Preparedness and Response Plans (EPRPs) for DCA Partner Organizations in Nepalthe “Services” are described in the Terms of Reference.

 

 

B.2.Commencement and Completion Date

 

The Contract shall commence after signature of this Contract by both parties.

 

 

B.3.Period of implementation

The period of implementation of the servicesis as mention in Annex 1 ToR from the commencement date.

 

B.4.Delivery of Services

The Consultant/Service Provider agrees to deliver Services to the Client pursuant to the Contract, which shall conform to the Terms of References, Annex 1

 

 

B.5.Remuneration

Global Price In consideration for his/her services, the Consultant/Service Provider shall receive a global remuneration of <NPR><insert amount>. This global remuneration covers the Consultant/Service Provider’s fee rate, including overhead, profit, all his/her obligations, leave, sick leave, overtime and holiday pay, taxes, social charges, etc. and all expenses (such as transport, accommodation, food, office expenses, etc) to be incurred for the performance of the Contract. The global remuneration covers all obligations of the Consultant/Service Providerunder the Contract (without depending on actual time spent on the assignment) and all matters and things necessary for the proper execution and completion of the services and the remedying of any deficiencies therein.

 

 

Upon presentation of invoices or receipts, the Consultant/Service Provider shall be entitled to the reimbursement of the following expenses duly incurred for the performance of the Contract:

 

 

Based on above definition of Global price please give global price by activity for following activities: 

 

 

Conducting Consultant toDevelop Institutional-level Emergency Preparedness and Response Plans (EPRPs) for DCA Partner Organizations in Nepal

 

 

B.6.Reporting

The Consultant/Service Provider shall submit reports as specified in the Terms of Reference, Annex 1.TheConsultantshall keep the Client updated on contract progress on a regular basis.

 

 

 

 

 

 

 

 

 

 

 

B.7.Payment

Payments shall be made in NPRby bank transfer to the following account:

 

Account Number:                                 

Name of Bank:                         

Address of Bank:                                                         

Account name:                         

Swift Code:

 

Schedule of Payments: The company shall be paid the services fee upon completion of the following milestones. 

• 30% after adoption of the inception report
• 30% after presentation of the ERPR draft report
• 40% after the approval of the final report

 

The company fee will be paid as Lump Sum Amount (allinclusive of expenses related to the consultancy/Service Provider including travels inside and outside the duty station and any tax obligations). The contract price will be fixed regardless of changes in the cost components.

 

 

B.8.Tax and social contributions

The Clientshall have no obligation or responsibility in connection with taxes or levies payable by the Consultant/Service Provider in its country of establishment or in the beneficiary country in connection with its performance of this Contract.

 

B.9.Order of precedence of contract documents

The Contract is made up of the following documents, in order of precedence:

 

1. This Contract
2. Terms of Reference (Annex 1)
3. CV. of Consultant/Service Provider and/or key expert(s)
4. Proposal Submission Form(Annex 3)
5. General Terms and Conditions for Service Contracts - Ver3 2020(Annex 4)
6. Code of Conduct for Consultant/Service Provider(Annex 5)

 

The various documents making up the Contract shall be deemed to be mutually explanatory; in cases of ambiguity or divergence, they should be read in the order in which they appear above.

 

 

B.10.              Language

The language of this Contract and of all written communications between the Consultant/Service Provider and the Clientshall be English.

 

B.11.              Entry into force and duration

The Contract shall enter into force and effect after signature by both parties of this Contract. The Contract shall remain into force and effect until the end of the liability period as defined in the General Terms and Conditions for Service Contracts - Ver3 2020.

 

B.12.              Notices

Any written communication relating to this contract between the Clientand the Consultant/Service Provider must state the Contract title and Contract number, and must be sent by post, fax, email or by hand to the addresses identified in this Contract.

 

 

 

 

 

Annex 1:

Terms of Reference (ToR)

1.    Introduction:

The Nepal National Social Welfare Association (NNSWA) was established on 18^th January 1990 (5^th Magh, 2046 BS) with the vision of an equitable society. It was officially registered on 15^th May 1998 (1^st Jestha, 2051 BS) at the District Administration Office in Kanchanpur District. On 2^nd September 1998 (17^th Bhadra, 2051 BS), it was legally affiliated with the Social Welfare Council in Kathmandu. NNSWA is a non-political, non-religious, and non-profitable social development organization dedicated to working for equitable society. It has been operating several community-based programs in Sudurpaschim province with recognition as one of the best-leading development organizations.

For the past 35 years, the organization has been working for the development and human rights of marginalized communities, including Dalits, Persons with Disabilities (PwD), and deprived communities such as displaced communities, freed Kamaiyas, freed Haliyas, freed kamlaharis, women, children, people living with HIV (PLHIVs), Person affected by leprosy, and disaster-affected populations.

NNSWA has been implementing the SUDRIDH Project since 2024 with the financial and technical support of DCA Nepal. The project aims to save lives and build a resilient community in the Mahakali River basin by promoting an ecological agriculture system. It focuses on enhancing the capacity of local governments and urban vulnerable populations in areas such as climate change adaptation (CCA), disaster risk reduction (DRR), and livelihood improvements.

DanChurchAid (DCA) and its partner organizations are committed to preventing and alleviating human suffering during disasters and conflicts by supporting locally led humanitarian responses, advocating for equal access to assistance, and strengthening community-based disaster risk reduction and management systems.

As a Core Humanitarian Standard (CHS) certified organization, DCA ensures that all humanitarian work is accountable, timely, and effective, adhering to principles of Do No Harm, safeguarding, and protection from sexual exploitation, abuse, and harassment (PSEAH).

To enhance readiness for emergencies, DCA seeks to strengthen the institutional preparedness of partner organizations through the development of comprehensive Emergency Preparedness and Response Plans (EPRPs). This ToR outlines the consultancy services required for this task.

2. Background and Purpose

Nepal is among the most disaster-prone countries globally, ranking 4th for climate hazard vulnerability, 11th for earthquake risk, and 30th for flood risk. Its fragile terrain and climatic conditions expose communities to multiple hazards, making institutional-level preparedness essential for timely and effective humanitarian response.

DCA’s 2022–2026 Country Programme Strategy prioritizes “Saving Lives” through preparedness and resilience building. Institutional EPRPs help organizations:

Ø  Anticipate and manage risks

Ø  Define roles and responsibilities for rapid decision-making

Ø  Ensure coordinated and efficient emergency response

The consultancy will develop context-specific EPRPs for four DCA partner organizations (FEDO, DWRF, Sanjeevani, and NNSWA) using a participatory and inclusive process.

 

3. Objectives of the Assignment

Ø  Develop comprehensive, institutional-level EPRPs for each partner organization.

Ø  Align the EPRPs with DCA standards, CHS, Sphere Standards, and Nepal’s DRR policies.

Ø  Integrate gender equality, inclusion, safeguarding, and protection considerations.

Ø  Strengthen partner capacity to respond to humanitarian crises quickly and effectively.

4. Expected Outcomes

Ø  Four partner organizations have approved and are ready-to-use EPRPs.

Ø  Improved institutional readiness and coordination mechanisms for emergency response.

Ø  Strengthened compliance with CHS and donor requirements.

Ø  Increased accountability and protection measures during emergencies.

 

5. Scope of Work / Key Tasks

The consultant will:

1. Desk Review

Ø  Review DCA humanitarian policies, CHS guidelines, Sphere Standards, Protection Guideline, PSEAH, and existing preparedness frameworks.

2. Consultations and Capacity Assessment

Ø  Conduct consultations with DCA and partner senior management teams.

Ø  Facilitate participatory workshops to identify gaps and priorities for preparedness.

Ø  Two Day consulting in each Partner on  Contextualize and tailor the Emergency Preparedness and Response Plan (EPRP) and localization strategy.

3. Develop Draft EPRPs

Ø  Prepare draft EPRPs for each partner, including:

Ø  Risk and hazard analysis

Ø  Institutional roles and responsibilities

Ø  Decision-making and coordination structures

Ø  Communication protocols

Ø  Resource mapping and mobilization strategies

Ø  Integration of gender, protection, and safeguarding principles

4. Validation and Finalization

Ø  Present draft plans for feedback and revise accordingly.

Ø  Submit finalized EPRPs to DCA and partners.

 

6. Deliverables

Ø  Inception Report (methodology, detailed work plan, and consultation plan) – within 1 week of contract signing.

Ø  Draft EPRPs for four partner organizations (English and Nepali)– by mid-November 2025.

Ø  Validation workshop reports – after each session.

Ø  Final EPRPs (soft and hard copies both Neapali and English version ) – by November 30, 2025.

 

7. Timeline

The consultancy will run from October 1 – November 30, 2025.

Activity	Timeline
Contract signing & inception	Oct 1 – Oct 7
Desk review & consultations	Oct 8 – Oct 21
Drafting EPRPs	Oct 22 – Nov 10
Validation workshops	Nov 11 – Nov 20
Finalization & submission	Nov 21 – Nov 30

 

8. Required Qualifications & Experience

Ø  Advanced degree in Disaster Risk Reduction, Emergency Management, or Humanitarian Studies.

Ø  At least 7 years of experience in emergency preparedness planning for NGOs or humanitarian agencies.

Ø  Proven track record in developing EPRPs or contingency plans.

Ø  Familiarity with CHS, Sphere Standards, Protection in Emergencies and Nepal’s DRR framework.

Ø  Excellent facilitation, report writing, and communication skills in English and Nepali.

 

 

 

9. Procurement and Coordination

NNSWA, Kanchanpur  as a DCA local partner, will take the lead role in procuring the consultancy services. The procurement process will be conducted in close coordination with the other partner organizations (FEDO - Kathmandu,  DWRF -  Kailali , Sanjeevani - Kanchanpur ) and DCA Nepal to ensure transparency, fairness, and alignment with organizational standards.

 

10. Budget and Payment Terms

The financial proposal should include professional fees, travel, and applicable taxes. Payments will be made in three installments:

• 30% upon approval of the inception report
• 40% upon submission of draft EPRPs
• 30% upon submission of final deliverables

 

11. Evaluation Criteria

Proposals will be evaluated using the following weighted criteria to ensure a transparent and competitive selection process:

Criteria	Description	Weight
Technical Approach & Methodology	Clarity, relevance, and feasibility of the proposed methodology, work plan, and understanding of the assignment, including participatory and inclusive approaches.	35%
Relevant Experience & Qualifications	Demonstrated expertise in emergency preparedness planning, CHS/Sphere Standards, DRR policies in Nepal, and experience in developing institutional EPRPs or contingency plans.	30%
Team Composition & Capacity	Qualifications and roles of key personnel, including facilitation and report-writing skills, and availability within the proposed timeline.	15%
Financial Proposal	Cost-effectiveness and justification of the proposed budget, including clear itemization of professional fees, travel, and taxes.	20%

DCA and partner organizations reserve the right to seek clarifications or negotiate the final budget with the highest-scoring applicant.

 

12. Application Process

Interested candidates/organizations should submit:

• Technical proposal (methodology, work plan, and CVs of key personnel)
• Financial proposal (itemized budget)
• Evidence of similar work and references

 

2.      To Apply

 

Interested individuals, who meet the above requirements should apply by submitting their Expression of Interest (EOI) with a Concept Note (not more than 2 pages) that outlines similar work experiences, a brief technical description, and an estimated budget to accomplish the aforementioned tasks emailed to nnswa.procurement@gmail.comwith subject line “Consultant to Develop Institutional-level Emergency Preparedness and Response Plans (EPRPs) for DCA Partner Organizations in Nepal”.

The closing date for application is 24^thSeptember 2025. Only short-listed applicants will be contacted. The short-listed applicant will be required to present their proposed methodology and previous similar experience (examples of at least two similar completed assignments).

 

 

 

Annex3 : Proposal submission form

                                                  

My financial proposal for my services is as follows:

	<Currency>	Amount
To Develop Institutional-level Emergency Preparedness and Response Plans (EPRPs) for DCA Partner Organizations in Nepal	NPR
VAT or other tax on services	NPR
Total price incl. taxes

                                                                                   

Candidate or Company information
Name (legal name)
Street name and no.
City
Postal code
Country
Phone no.
Email
Website

Include details of the experience and past performance on contracts of a similar nature within the past three years and information on other contracts in hand and/or future commitments including details of the actual and effective participation in each of such contracts, description of the Candidate’s assignments and periods of engagement. Additional documents can be attached to the above form.

The proposal is valid for a period of 45 days after the closing date in accordance with the Validity.

I/we hereby offer to execute and complete the services in conformity with all conditions in the ToR for the sum indicated in our financial proposal.

Signed by:

The Candidate
Name of the company
Address
Telephone no.
Email
Name of contact person
Date

 

Annex 4: General Terms and Conditions for Service contracts – Ver3 2020

1. DEFINITIONS

 

In these general terms and conditions:

a)       “contract” is the agreement entered into by the Clientand the Consultant for the performance of the services described in the terms of reference, to which these general terms and conditions are made applicable; the contract is constituted of the documents listed in the Service Contract.

b)      The Contracting Authority’s “partners” are the organisations to which the Clientis associated or linked;

c)      “personnel” is any person assigned by the Consultant to the performance of the services or any part hereof, whether through employment, sub-contracting or any other agreement; and “key experts” are those members of the personnel whose involvement is considered instrumental in the achievement of the contract objectives;

d)      “beneficiary country” is the country where the services are to be performed, or where the project to which the services relate is located.

 

2. RELATIONS BETWEEN THE PARTIES

Nothing contained in the contract shall be construed as establishing a relation of master and servant or of agent and principal as between the Clientand the Consultant. Except if otherwise provided in the contract, the Consultant shall under no circumstances act as the representative of the Clientor give the impression that the Consultant has been given such authority. The Consultant has complete charge of the personnel and shall be fully responsible for the services performed by them.

 

3. SCOPE OF SERVICES

The scope of the services including the methods and means to be used by the Consultant, the results to be achieved by him and the verifiable indicators are specified in the Terms of Reference. The Consultant shall be responsible for everything which is required for the performance of the services in accordance with what is specified in the contract, or which must otherwise be regarded as forming part of the services.

 

4. COMPLIANCE WITH LAWS AND RESPECT OF TRADITIONS

The Consultant shall respect and abide by all laws and regulations in force in the beneficiary country and shall ensure that its personnel, their dependants, and its local employees also respect and abide by all such laws and regulations. The Consultant shall indemnify the Clientagainst any claims and proceedings arising from any infringement by the Consultant, its personnel and their dependants of such laws and regulations.

 

The Consultant, its personnel and their dependents shall respect human rights and undertake not to offend the political, cultural and religious practices prevailing in the beneficiary country.

 

5. CODE OF CONDUCT

The Consultant shall at all times act loyally and impartially and as a faithful adviser to the Clientand shall perform the services with due care, efficiency and diligence, in accordance with the best professional practice.

 

6. DISCRETION AND CONFIDENTIALITY

The Consultant shall treat all documents and information received in connection with the contract as private and confidential, and shall not, save in so far as may be necessary for the purposes of the performance thereof, publish or disclose any particulars of the contract without the prior consent in writing of the Contracting Authority. It shall, in particular, refrain from making any public statements concerning the project or the services without the prior approval of the Contracting Authority,

 

7. CONFLICT OF INTEREST

The Consultant shall refrain from engaging in any activity which conflicts with his obligations towards the Clientunder the contract.

 

The Consultant shall take all necessary measures to prevent or end any situation that could compromise the impartial and objective performance of the Contract. Such conflict of interests could arise in particular as a result of economic interest, political or national affinity, family or emotional ties, or any other relevant connection or shared interest. Any conflict of interests which could arise during performance of the Contract must be notified in writing to the Clientwithout delay. The Consultant shall replace, immediately and without compensation from the Contracting Authority, any member of its personnel exposed to such a situation.

 

8. CORRUPT PRACTICES

The Consultant and the personnel shall refrain from performing, condoning or tolerating any corrupt, fraudulent, collusive or coercive practices, whether such practices are in relation with the performance of the contract or not. “Corrupt practice” means the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value as an inducement or reward for doing or forbearing to do any act in relation to the contract or any other contract with the Contracting Authority, or for showing favour or disfavour to any person in relation to the contract or any other contract with the Contracting Authority.

 

The payments to the Consultant under the contract shall constitute the only income or benefit it may derive in connection with the contract and neither it nor its personnel shall accept any commission, discount, allowance, indirect payment or other consideration in connection with, or in relation to, or in discharge of, its obligations under the contract.

 

The execution of the contract shall not give rise to unusual commercial expenses. Unusual commercial expenses are commissions not mentioned in the contract or not stemming from a properly concluded contract referring to the contract, commissions not paid in return for any actual and legitimate service, commissions remitted to a tax haven, commissions paid to a recipient who is not clearly identified or commission paid to a company which has every appearance of being a front company.

 

The Consultant further warrants that no official of the Clientand/or their partner has received or will be offered by the Consultant any direct or indirect benefit arising from this Contract.

 

9. JOINT VENTURE OR CONSORTIUM

If the Consultant is a joint venture or a consortium of two or more legal persons, all such persons shall be jointly and severally bound to fulfil the terms of the contract. The person designated by the joint venture or consortium to act on its behalf for the purposes of this contract shall have the authority to bind the joint venture or consortium.

 

For the purposes of performance of the contract, the joint venture or  consortium shall act as, and be considered, a single person and, in particular, shall have bank account opened in its name, shall submit to the Clientsingle guarantees if required, and shall submit single invoices and single reports.

 

The composition of the joint venture or a consortium shall not be altered without the prior written consent of the Contracting Authority.

 

10. SPECIFICATIONS AND DESIGNS

The Consultant shall prepare all specifications and designs using accepted and generally recognised systems acceptable to the Clientand taking into account the latest design criteria.

 

11. INFORMATION

The Consultant shall furnish the Clientor any person authorised by the Clientwith any information relating to the services and the project as the Clientmay at any time request.

 

12. REPORTS

The frequency, deadlines, format and contents of the reports to be drawn up by theConsultant in relation to the performance of the contract shall be described in the Terms of Reference.

 

13. CONSULTANT’S PERSONNEL

13.1. The Consultant shall employ and provide such qualified and experienced personnel as are required to carry out the services, and the Consultant shall be responsible for the quality of the personnel.

 

The names, outputs, duties and CVs of key experts and the titles, job descriptions, minimum qualifications, estimated periods of engagement in the carrying out of the services of each of the personnel and key experts are described in the Organisation and Methodology part of the contract. The Consultant must inform the Clientof all non-expert personnel it intends to use for the implementation of the contract. The Clientshall have the right to oppose the Consultant’s choice of personnel.

 

13.2. No changes shall be made in the personnel without the prior consent of the Contracting Authority. The Consultant shall provide a replacement with at least equivalent qualifications and experience and acceptable to the Clientif:

a)  on account of death, sickness or accident, a member of the Personnel is unable to continue providing his services,

 

b)  any member of the personnel is found by the Clientto be incompetent in discharging or unsuitable for the performance of his duties under the Contract,

 

c) for any reasons beyond the control of the Consultant, it becomes necessary to replace any member of the Personnel.

 

The request for replacement must be made in writing and state the reasons therefore. The Consultant shall proceed swiftly with the request and propose a replacement with at least equivalent qualifications and experience. The remuneration to be paid to the replacement cannot exceed that received by the replaced member of the personnel.

 

Failure by the Consultant to propose a replacement for a key expert satisfactory to the Contracting Authority, shall give the right to the Clientto terminate the contract.

 

Additional costs arising out of a replacement shall be borne by the Consultant.

 

13.3. Working hours

The days and hours of work of the Consultant or/and its personnel in the beneficiary country shall be fixed on the basis of the laws, regulations and customs of the beneficiary country and the requirements of the services.

 

13.4. Leave entitlement

Any taking of holiday leave by the personnel during the period of implementation of the contract must be at a time approved by the Contracting Authority.

 

Overtime, sick leave pay and holidays leave pay are deemed to be covered by the Consultant’s remuneration.

 

14. SUB-CONTRACTING

Except from the subConsultants listed in the contract, the Consultant shall not subcontract to nor engage another independent Consultant to perform any part of the services without the prior written consent of the Contracting Authority.  SubConsultants must satisfy the eligibility criteria applicable for the award of the contract.

 

The Clientshall have no contractual relations with the subConsultants. The provisions of the contract, including these general terms and conditions, and in particular article 13.2 shall, where practicable, apply to the subConsultants and their personnel.

 

15. LIABILITY

At its own expense, the Consultant shall indemnify, protect and defend, the Contracting Authority, its agents and employees, from and against all actions, claims, losses or damages arising from any act or omission by the Consultant in the performance of the services, including any violation of any legal provisions, or rights of third parties, in respect of patents, trademarks and other forms of intellectual property such as copyrights.

 

Approval by the Clientof the Consultant’s reports and issue of Completion Certificate shall not relieve the Consultant of its liability and shall not prevent the Clientfrom claiming damages.

 

The Consultant shall remain liable for any breach of its obligations under the contract for such period after the services have been performed as may be determined by the law governing the contract (the “liability period”). This time limit does not however apply when the damage arises from gross negligence or wilful misconduct of the Consultant.

 

During the liability period, or as soon as practicable after its expiration, the Consultant shall, at its expense, upon instruction of the Contracting Authority, remedy any deficiencies in the performance of the services. In case of default on the part of the Consultant to carry out such instructions, the Clientshall be entitled to hire another Consultant to carry out the same, at the Consultant’s expense.

 

16. INSURANCE

Within 20 days of signing the contract, the Consultant shall take out and maintain, at its own cost, a full indemnity insurance policy covering its professional liability under the contract and article 15 above, from the commencement date and until the end of the liability period.

 

Within 20 days of signing the contract, the Consultant shall take out and maintain a full indemnity insurance policy for a sum up to the higher of the maximum amount foreseen by the legislation of the country of the Clientand the amount foreseen by the legislation of the country in which the Consultant has its headquarters and covering, during the period of implementation of the contract, the following risks:

 

a)          loss of or damage to property purchased with funds provided under the contract, or produced by the Consultant;

b)          loss or damage to equipment, material and office facilities made available to the Consultant by the Contracting Authority;

c)          civil liability for accidents caused to third parties arising out of acts performed by the Consultant, its personnel and their dependents;

 

d)          employer’s liability and workers’ compensation in respect of the personnel as well as sickness, accident or death affecting the personnel and their dependents, including the cost of repatriation on health grounds;

e)          such other insurance as required by the laws in force in the beneficiary country.

 

Prior to the commencement date, the Consultant shall provide evidence to the Clientthat the above insurances have been effected. During execution of the contract, the Consultant shall, when required, provide the Clientwith copies of the insurance policies and the receipts for payment of premiums.

 

17. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

All reports and data such as maps, diagrams, drawings, specifications, plans, statistics, calculations, databases, software and supporting records or materials acquired, compiled or prepared by the Consultant in the performance of the contract shall, with the copyright thereto, be the absolute property of the Contracting Authority. The Consultant shall, upon completion of the contract, deliver all such documents and data to the Contracting Authority. The Consultant may not retain copies of such documents and data and shall not use them for purposes unrelated to the contract without the prior written consent of the Contracting Authority.

 

The Consultant shall not publish articles relating to the services or refer to them when carrying out any services for others, or divulge information obtained from the Contracting Authority, without the prior written consent of the Contracting Authority.

 

18. RECORDS

The Consultant shall keep separate, accurate and systematic records and accounts in respect of the services in such form and detail as is customary in the profession and sufficient to establish accurately that the number of working days and the actual reimbursable expenditure identified in the Consultant's invoice(s) have been duly incurred for the performance of the services.

 

For a fee-based contract, timesheets recording the days worked by the Consultant's personnel must be maintained by the Consultant. The timesheets must be approved by the Clientor any person authorised by the Clientor the Clientitself on a monthly basis. The amounts invoiced by the Consultant must correspond to these timesheets. In the case of long-term experts, these timesheets must record the number of days worked.  In the case of short-term experts, these timesheets must record the number of hours worked.  Time spent travelling exclusively and necessarily for the purpose of the Contract may be included in the numbers of days or hours, as appropriate, recorded in these timesheets.

 

Such records must be kept for a 7-year period after the final payment made under the contract. These documents comprise any documentation concerning income and expenditure and any inventory, necessary for the checking of supporting documents, including timesheets, plane and transport tickets, pay slips for the remuneration paid to the experts and invoices or receipts for reimbursable expenditure. Failure to maintain such records constitutes a breach of contract and will result in the termination of the contract.

 

19. OBLIGATIONS OF CONTRACTING AUTHORITY

19.1. The Clientshall provide the Consultant as soon as possible with any information and/or documentation at its disposal which may be relevant to the performance of the contract.

On all matters properly referred to it in writing by the Consultant, the Clientshall give its decisions so as not to delay the services, and within a reasonable time.

 

19.2. The contract shall specify whether the Clientis to provide the Consultant with equipment, facilities, counterpart personnel or specific assistance, and shall detail under which conditions. If the provision of such agreed counterpart personnel, equipment, facilities and assistance is delayed or not forthcoming, the Consultant shall endeavour to perform the Services as far as is possible. The parties shall agree on how the affected parts of the services shall be carried out, and the additional payments, if any is due, to be made by the Clientto the Consultant as a result of additional expenditures.

 

20. CONTRACT PRICE AND PAYMENTS

Contracts are either “global price” or “fee-based”.

20.1. Fee-based contract

In consideration of the services performed by the Consultant under the contract, the Clientshall make to the Consultant such payments of fees and such reimbursement of costs as provided in the contract.

 

Fees shall be determined on the basis of time actually spent by the key experts in the performance of services at the fee rates specified in the contract. Fee rates are deemed to remunerate all the activities of the Consultant in the performance of the services and to cover all expenses and costs incurred by the Consultant which are not included in the agreed reimbursable costs.

 

The Clientshall reimburse to the Consultant the reimbursable costs and expenses specified in the contract, actually and reasonably incurred in the performance of the services.

 

Costs and expenses which are not mentioned in thecontract shall be deemed covered by the overhead of profit included in the fees.

 

The currency of payments of fees and reimbursable costs and applicable exchange rates are set out in the contract.

 

20.2. Global price contract

The global price covers both the Consultant’s and its personnel’s fees and all expenses to be incurred for the performance of the contract. The global price is in consideration for all obligations of the Consultant under the contract and all matters and things necessary for the proper execution and completion of the services and the remedying of any deficiencies therein.

 

20.3. Revision

Unless otherwise stipulated in thecontract, the global price of a global price contract and the fee rates of a fee-based contract shall not be revised.

 

20.4. Guarantees

In the case an advance payment for fees and for reimbursable costs (fee-based contract) or a pre-financing payment (global price contract) is agreed in the contract, its payment by the Clientshall be subject to the prior presentation by the Consultant to the Clientof an approved performance security, advance payment or pre-financing guarantee, if so agreed and under the conditions specified in the Service Contract.

 

20.5. Conditions of Payment

Payments will be made by the Clientwith the frequency, instalments, time limits, amounts and currencies, and under the conditions, in particular on the contents of invoices, specified in the special conditions of the contract. Payment of the final balance shall be subject to performance by the Consultant of all its obligations under the contract and the issue by the Clientof the completion certificate described in article 25.

 

20.6. Late payment

If the time periods laid down for payments by the Clienthave been exceeded by more than two months and where the Clientcannot invoke a case of suspension or withholding of payments provided for in these terms and conditions, the Consultant may claim interest calculated on any amount due, prorate on the number of days of delay at the official bank rate of the beneficiary country (if amounts due are in the currency of that country), or at the rate applied by the European central bank (where amounts due are in Euro),  plus 2% per year.

 

21. DELAYS IN PERFORMANCE

If the Consultant does not perform the services within the period of implementation specified in the contract, the Clientshall, without formal notice and without prejudice to its other remedies under the contract, be entitled to liquidated damages for every day, or part thereof, which shall elapse between the end of the period of implementation specified in the contract and the actual end of the period of implementation.

 

The daily rate for liquidated damages is calculated by dividing the contract value by the number of days of the period of implementation.

If these liquidated damages exceed more than 15% of the contract value, the Clientmay, after giving notice to the Consultant:

 

a)          terminate the contract; and

b)          complete the services at the Consultant's own expense

 

22. BREACH OF CONTRACT

Either party commits a breach of contract where it fails to discharge any of its obligations under the contract.

 

Where a breach of contract occurs, the party injured by the breach shall be entitled to the following remedies:

a)          liquidated damages; and/or

b)          termination of the contract.

 

In any case where the Clientis entitled to damages, it may deduct such damages from any sums due to the Consultant or call on the appropriate guarantee.

 

The Clientshall be entitled to compensation for any damage which comes to light after the contract is completed in accordance with the law governing the contract.

 

23. SUSPENSION OF PERFORMANCE

The Consultant shall, on the request of the Contracting Authority, suspend the performance of the services or any part thereof for such time and in such manner as the Clientmay consider necessary.

 

In such event of suspension, the Consultant shall take immediate action to reduce the costs incident to the suspension to a minimum. During the period of suspension, and except where the suspension is due to any default of the Consultant, the Consultant shall be reimbursed for additional costs reasonably and necessarily incurred by it as a result of the suspension.

 

24. AMENDMENT OF THE CONTRACT

Substantial modifications to the contract, including modifications to the total contract amount, must be made by means of an addendum.

 

25. Completion Certificate

Upon completion of the services, and once (a) the Clienthas approved the Consultant’s completion report, (b) the Clienthas approved the Consultant’s final invoice and final audited statement, the Clientshall deliver a completion certificate to the Consultant.

 

26. TERMINATION BY THE CONTRACTING AUTHORITY

26.1 The Clientmay terminate the contract after giving a 7 days' notice to the Consultant in any of the following cases:

 

a)          the Consultant is in breach of its obligations under the contract and/or fails to carry out the services substantially in accordance with the contract;

b)          the Consultant fails to comply within a reasonable time with the notice given by the Clientrequiring it to make good the neglect or failure to perform its obligations under the contract which seriously affects the proper and timely performance of the services;

c)          the Consultant refuses or neglects to carry out instructions given by the Contracting Authority;

d)          the Consultant’s declarations in respect if its eligibility (article 33) and/or in respect of article 31 and article 32, appear to have been untrue, or cease to be true;

e)          the Consultant takes some action without requesting or obtaining the prior consent of the Clientin any case where such consent is required under the contract;

f)           any of the key experts is no longer available, and the Consultant fails to propose a replacement satisfactory to the Contracting Authority;

g)          any organisational modification occurs involving a change in the legal personality, nature or control of the Consultant or the joint venture or consortium, unless such modification is recorded in an addendum to the contract;

h)          the Consultant fails to provide the required guarantees or insurance, or the person providing the underlying guarantee or insurance is not able to abide by its commitments.

 

26.2 Termination by Clientfor convenience

The Clientmay terminate the contract in whole or in part for its convenience, upon not less than 14 days’ notice. The Clientshall not use this right of termination in order to arrange for the services to be executed by another Consultant, or to avoid a termination of the contract by the Consultant.

 

27. TERMINATION BY THE CONSULTANT

The Consultant may terminate the contract after giving a 7 days’ notice to the Clientin any of the following cases:

 

a)       the Consultant has not received payment of that part of any invoice which is not contested by the Contracting Authority, within 90 days of the due payment date,

b)         the period of suspension of the performance of the contract under article 23 has exceeded six months;

c)         the Clientis in material breach of its obligations under the Contract and has not taken any actions to remedy the same within 30 days following the receipt by the Clientof the Consultant’s notice specifying such breach.

 

If the Consultant is a natural person, the contract shall be automatically terminated if that person dies.

 

28. RIGHTS AND OBLIGATIONS UPON TERMINATION

28.1. Upon termination of the contract by notice of either party to the other, the Consultant shall take immediate steps to bring the services to a close in a prompt and orderly manner and in such a way as to keep costs to a minimum.

 

28.2. If the Clientterminates the contract in accordance with article 26.1 it may, thereafter, complete the services itself, or conclude any other contract with a third party, at the Consultant’s expense.

 

The Clientshall, as soon as is possible after termination, certify the value of the services and all sums due to the Consultant as at the date of termination. It shall, subject to article 28.1 and 28.3, make the following payments to the Consultant:

(a)        remuneration pursuant to the contract for services satisfactorily performed prior to the effective date of termination;

(b)        reimbursable costs (if fee-based contract) for costs actually incurred prior to the effective date of termination;

(c)        except in the case of termination pursuant to article 26.1 reimbursement of any reasonable cost incident to the prompt and orderly termination of the contract;

(d)        in case of termination under article 26.2 and 27, reimbursement for the actual and reasonable costs incurred by the Consultant as a direct result of such termination and which could not be avoided or reduced by appropriate mitigation measures.

The Consultant shall not be entitled to claim, in addition to the above sums, compensation for any loss or injury suffered.

 

28.3. In case of termination of the contract for any reason whatsoever, any pre-financing guarantee which might have been granted to the Clientunder article 20.4, may be invoked forthwith by the Clientin order to repay any balance still owed to the Clientby the Consultant, and the guarantor shall not delay payment or raise objection for any reason whatever.

 

28.4. If the Clientterminates the contract under article 26.1, it shall be entitled to recover from the Consultant any loss it has suffered up to that part of the contract value which corresponds to that part of the services which has not, by reason of the Consultant’s default, been satisfactorily completed.

 

29. FORCE MAJEURE

Neither party shall be considered to be in breach of its obligations under the contract if the performance of such obligations is prevented by any circumstances of force majeure which arise after the date of signature of the contract by both parties.

 

The term "force majeure", as used herein shall mean acts of God, strikes, lock-outs or other industrial disturbances, acts of the public enemy, wars, whether declared or not, blockades, insurrection, riots, epidemics, landslides, earthquakes, storms, lightning, floods, washouts, civil disturbances, explosions, and any other similar unforeseeable events, beyond the control of either party and which by the exercise of due diligence neither party is able to overcome.

A party affected by an event of force majeure shall take all reasonable measures to remove such party's inability to fulfil its obligations hereunder with a minimum of delay.

 

If either party considers that any circumstances of force majeure have occurred which may affect performance of its obligations it shall notify the other party immediately giving details of the nature, the probable duration and likely effect of the circumstances. Unless otherwise directed by the Clientin writing, the Consultant shall continue to perform its obligations under the contract as far as is reasonably practicable, and shall seek all reasonable alternative means for performance of its obligations which are not prevented by the force majeure event. The Consultant shall not put into effect such alternative means unless directed so to do by the Contracting Authority.

 

30. APPLICABLE LAW AND DISPUTES

The contract is governed by, and shall be construed in accordance with the laws of the Contracting Authority’s country.

 

Any dispute or breach of contract arising under this contract shall be solved amicably if at all possible. If not possible and unless provided in the Service Contract, it shall be settled finally by court decision, which shall be held under the law of the Contracting Authority’s country. Any ruling by the court will be final and directly executable in the country of the Consultant.

 

31. CHILD LABOUR AND FORCED LABOUR

The Consultant (and each member of a joint venture or a consortium) warrants that it and its affiliates comply with the UN Convention on the Rights of the Child - UNGA Doc A/RES/44/25 (12 December 1989) with Annex – and that it or its affiliates has not made or will not make use of forced or compulsory labor as described in the Forced labor Convention and in the Abolition of Forced Labor Convention 105 of the International Labor Organization. Furthermore the Consultant warrants that it, and its affiliates, respect and uphold basic social rights and working conditions for its employees. Any breach of this representation and warranty, in the past or during the performance of the contract, shall entitle the Clientto terminate this contract immediately upon notice to the Consultant, at no cost or liability for the Contracting Authority.

 

32. MINES

The Consultant and each member of the joint venture or a consortium) warrants that it and its affiliates is NOT engaged in any development, sale or manufacture of anti-personnel mines and/or cluster bombs or components utilized in the manufacture of anti-personnel mines and/or cluster bombs. Any breach of this representation and warranty shall entitle the Clientto terminate this contract immediately upon notice to the Consultant, at no cost or liability for the Contracting Authority.

 

33. INELIGIBILITY

By signing the purchase order, the Consultant (or, if a joint venture or a consortium, any member thereof) certifies that they are NOT in one of the situations listed below:

(a)     They are bankrupt or being wound up, are having their affairs administrated by courts, have entered into an agreement with creditors, have suspended business activities, are the subject of proceedings concerning house matters, or are in any analogous situation arising from a similar procedure provided for in national legislation or regulations;

(b)     They have been convicted of an offence concerning their professional conduct by a judgement that has the force of res judicata;

(c)     They have been guilty of grave professional misconduct proven by any means that the Clientcan justify;

(d)     They have not fulfilled obligations relating to the payment of social security contributions or payment of taxes in accordance with the legal provisions of the country in which they are established or with those of the country of the Clientor those of the country where the contract is to be performed;

(e)     They have been the subject of a judgement that has the force of res judicata for fraud, corruption, involvement in a criminal organisation or any other illegal activity detrimental to the Clientor the European Community’s financial interests;

(f)     Following another procurement procedure or grant award procedure financed by the European Community budget or following another procurement procedure carried out by the Clientor one of their partners, they have been declared to be in serious breach of contract for failure to comply with their contractual obligations.

 

34. CHECKS AND AUDITS

The Seller shall permit the Clientor its representative to inspect, at any time, records including financial and accounting documents and to make copies thereof and shall permit the Clientor any person authorized by it, including USAID, the European Commission, the European Anti-Fraud Office and the Court of Auditors in case the Contract is financed by USAID or the European Community budget, at any time, to have access to its financial accounting documents and to audit such records and accounts both during and after the implementation of the Contract. In particular, the Clientmay carry out whatever documentary or on-the-spot checks it deems necessary to find evidence in case of suspected unusual commercial expenses.

 

35. LIABILITY

Under no circumstances or for no reason whatsoever will the Back donor entertain any request for indemnity or payment directly submitted by the (Contracting Authority’s) Consultants.