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Khujand PT Standard Consultancy Procurement Document
Khujand PT Standard Consultancy Procurement Document
Standard Consultancy
Procurement Document
This document is subject to copyright. This document may be used and reproduced for non-commercial
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SELECTION OF CONSULTANTS
CPD
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TABLE OF CLAUSES
A. General Provisions
1. Definitions
2. Introduction
3. Conflict of Interest
4. Unfair competitive advantage
5. Prohibited Practices
6. Eligibility
7. General Considerations
8. Cost of Preparation of Response
9. Language
10. Only One Response
11. Clarification and Amendment of the Invitation Documents
12. Confidentiality
B. Expressions of Interest
13. Documents Comprising the Expression of Interest
14. Preparation of Expressions of Interest – Specific Considerations
15. Format and Content of the Expression of Interest
16. Submission, Sealing, and Marking of Expressions of Interest
17. Opening of Expressions of Interest
18. Evaluation of Expressions of Interest
19. Shortlisting
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D. Data Sheet
PART II - REQUIREMENTS
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Project Description: :
The European Bank for Reconstruction and Development (the “EBRD” or the “Bank”) is
providing loan and grant funds to the Communal State Unitary Enterprise “Trolleybus of
Khujand” (the “Company”) a public transport company in the City of Khujand (the “City”)
to finance purchase of buses and modernisation of depot facilities, including support for the
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The Project will also assist the Company and the City to enter into a Public Service Contract
(the “PSC”). The PSC will define rights and obligations between the City and the Company
and, in particular, the formula for service payments from the City to the Company, and the
quantity and quality of the services to be provided by the Company. The PSC will include
provision for capital expenditure through the service payments and should target validity
matching a period of at least the maturity of the Bank’s loan. The introduction of a well-
designed PSC in particular is the cornerstone of bolstering the creditworthiness of the
company in future. This task is to be performed by the Corporate Development Programme
consultant (“CDP Consultant”).
Assignment Description:
The Client now intends to retain a CDP Consultant to support operational and financial
improvements to secure sustainability of the Company’s operations via:
implementation of a Financial and Operational Performance Improvement Programme,
introduction of a PSC between the Company, and the City, and
development of a Corporate Business Plan and Management Information System and
City Transport Strategy (together, the “Assignment”).
The expected outcome of the Assignment is Company’s financial and institutional capacity
is increased as well as AFC-ticketing is introduced.
Assignment Start Date and Duration: The Assignment is expected to start in August
2018 and has an estimated overall duration of 36 months
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Subject to availability of funding, the performance of the selected Consultant and the
specific needs of the Client the Assignment may be extended beyond the current scope.
Funding Source: It is anticipated that the contract will be financed by the Swiss
Secretariat for Economic Affairs (“SECO”). Selection and contracting is subject to the
availability of funding.
Eligibility: There are no eligibility restrictions based on the consultant's country of origin.
Important Notes:
1. The selection will normally be made from the Proposals received in response to this
notification only, on the basis of the selection criteria set out in the CPD. The highest-
ranked Consultant will be selected and be invited to negotiate the contract, subject to
availability of funding.
2. Any updates of, and clarifications to, this procurement notice and/or the CPD shall be
announced as updates on this notice, without any other notification. In the event of
changes to the CPD, consultants will need to download the updated version of the CPD.
Consultants are required to periodically check the notice for updates. Failure to take the
updates into account while preparing the Proposal may result in disqualification or
penalties to the scores in the evaluation.
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Payments by the Bank will be made only at the request of the Client and upon approval by the
Bank, and will be subject, in all respects, to the terms and conditions of the grant agreement.
The grant agreement prohibits a withdrawal from the grant account for the purpose of any
payment to persons or entities, or for any import of goods, if such payment or import, to the
knowledge of the Bank, is prohibited by a decision of the United Nations Security council
taken under Chapter VII of the Charter of the United Nations. No party other than the Client
shall derive any rights from the grant agreement or have any claims to the proceeds of the
grant.
The Client now invites proposals to provide the following consulting services (hereinafter
called “Services”): Khujand Public Transport Project – Corporate Development
Programme.
More details on the Services are provided in the Terms of Reference (Section 2.1). A firm will
be selected under QCBS procedures and in a Full Technical Proposal (FTP) format as
described in this RFP, in accordance with the policies of the European Bank for
Reconstruction and Development detailed in the EBRD Procurement Policies and Rules
(“PP&R”) and the Guidelines for Clients Managing Donor-Funded Consultancy Assignments
(“Guidelines”) which can be found at the following website: www.ebrd.com.
Details on the proposal’s submission date, time and address are provided in Clauses 25.8 and
25.10 of the ITC.
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2. Introduction 2.1 The Client named in the Data Sheet intends to select a
Consultant from the Consultants responding to this CPD, in
accordance with the method of selection specified in the Data
Sheet.
2.2 The Consultants are invited to submit a Response, which
may consist of one of the following: an Expression of Interest, a
Technical Proposal and a Financial Proposal, or a Technical
Proposal only, as specified in the Data Sheet, for consulting
services required for the assignment named in the Data Sheet.
The Response will be the basis for negotiating and ultimately
signing the Contract with the selected Consultant.
2.3 The Consultants should familiarize themselves with the
local conditions and take them into account in preparing their
Responses, including attending a pre-response conference if one is
specified in the Data Sheet. Attending any such pre-response
conference is optional and is at the Consultants’ expense.
2.4 The Client will provide in good time, at no cost to the
Consultants, the inputs, relevant project data, and reports required
for the preparation of the Consultant’s Response as specified in
the Data Sheet.
3. Conflict of 3.1 The Consultant is required to provide professional,
Interest objective, and impartial advice, at all times holding the Client’s
interests paramount, strictly avoiding conflicts with other
assignments or its own corporate interests, and acting without any
consideration for future work.
3.2 The Consultant has an obligation to disclose to the Client
any situation of actual or potential conflict that impacts its
capacity to serve the best interest of its Client. Failure to disclose
such situations may lead to the disqualification of the Consultant
or the termination of its Contract by the Client, and/or sanctions
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by the Bank.
3.2.1 Without limitation on the generality of the
foregoing, and unless stated otherwise in the Data Sheet, the
Consultant shall not be contracted under the circumstances set
forth below:
a. Conflicting (i) Conflict between consulting activities and procurement
activities of goods, works or non-consulting services: a firm that
has been engaged by the Client to provide goods, works,
or non-consulting services for a project, or any of its
Affiliates, shall be disqualified from providing
consulting services resulting from or directly related to
those goods, works, or non-consulting services.
Conversely, a firm hired to provide consulting services
for the preparation or implementation of a project, or
any of its Affiliates, shall be disqualified from
subsequently providing goods or works or non-
consulting services resulting from or directly related to
the consulting services for such preparation or
implementation.
b. Conflicting (ii) Conflict among consulting assignments: a Consultant
assignments (including its Experts and Sub-consultants) or any of its
Affiliates shall not be contracted for any assignment
that, by its nature, may be in conflict with another
assignment of the Consultant for the same or for another
Client.
c. Conflicting (iii) Relationship with the Client’s staff: a Consultant
relationships (including its Experts and Sub-consultants) that has a
close business or family relationship with a professional
staff of the Recipient, or the Client or of a recipient of a
part of the loan or grant who are directly or indirectly
involved in any part of (i) the preparation of the Terms
of Reference for the assignment, (ii) the selection
process for the Contract, or (iii) the supervision of the
Contract, may not be awarded a Contract, unless the
conflict stemming from this relationship has been
resolved in a manner acceptable to the Bank throughout
the selection process and the execution of the Contract.
(iv) Any other types of conflicting relationships as indicated
in the Data Sheet.
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B. Expressions of Interest
20. Documents 20.1. The Proposal shall comprise the documents and forms
Comprising the listed in the Data Sheet.
Proposal 20.2. The Consultant shall furnish information on commissions,
gratuities, and fees, if any, paid or to be paid to agents or any other
party relating to this Proposal and, if awarded, Contract execution,
as requested in the Financial Proposal submission form (Section
1.5).
21. Validity of 21.1. The Data Sheet indicates the period during which the
Proposals Consultant’s Proposal must remain valid after the Proposal
submission deadline.
21.2. During this period, the Consultant shall maintain its
original Proposal without any change, including the availability of
the Key Experts, the proposed rates and the total price.
21.3. If it is established that any Key Expert nominated in the
Consultant’s Proposal was not available at the time of Proposal
submission or was included in the Proposal without his/her
confirmation, such Proposal shall be disqualified and rejected for
further evaluation, and may be subject to sanctions in accordance
with Clause 5 of this ITC.
a. Extension of 21.4. The Client will make its best effort to complete the
Validity Period evaluation and negotiations within the Proposal’s validity period.
However, should the need arise, the Client may request, in writing,
all Consultants who submitted Proposals prior to the submission
deadline to extend the Proposals’ validity.
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28. Evaluation of 28.1 The Client’s evaluation committee shall evaluate the
Technical Technical Proposals on the basis of their responsiveness to the
Proposals Terms of Reference and the RFP, applying the evaluation criteria,
sub-criteria, and point system specified in the Data Sheet. Each
responsive Proposal will be given a technical score. A Proposal
shall be rejected at this stage if it does not respond to important
aspects of the CPD or if it fails to achieve the minimum technical
score indicated in the Data Sheet.
29. Financial 29.1 Following the ranking of the Technical Proposals, when
Proposals for QBS the selection is based on quality only (QBS), the top-ranked
Consultant is invited to negotiate the Contract.
29.2 If Financial Proposals were invited together with the
Technical Proposals, only the Financial Proposal of the
technically top-ranked Consultant is opened by the Client’s
evaluation committee. All other Financial Proposals are returned
unopened after the Contract negotiations are successfully
concluded and the Contract is signed.
30. Public Opening of 30.1 If Financial Proposals are submitted in separate, sealed
Financial envelopes, in accordance with Clause 25.8 of the ITC, the
Proposals ( for opening process of Financial Proposals submitted by mail or by
QCBS, FBS, and hand shall be conducted in accordance with this Section, and will
LCS methods) depend on the applicable selection method. If Financial Proposals
are submitted electronically, the opening process of Financial
Proposals shall be conducted in accordance with such instructions
or processes as are provided by the Electronic Procurement
Platform, in which case those shall take precedence over the
provisions of this section.
30.2 After the technical evaluation is completed and the Bank
has issued its no objection (if applicable), the Client shall notify
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negotiations shall not take place, except when the offered Key
Experts and Non-Key Experts’ remuneration rates are much
higher than the typically charged rates by consultants in similar
contracts. In such case, the Client may ask for clarifications and,
if the fees are very high, ask to change the rates after consultation
with the Bank.
36. Conclusion of 36.1 The negotiations are concluded with a review of the
Negotiations finalized draft Contract, which then shall be initialled by the
Client and the Consultant’s authorized representative.
36.2 If the negotiations fail, the Client shall inform the
Consultant in writing of all pending issues and disagreements and
provide a final opportunity to the Consultant to respond. If
disagreement persists, the Client shall terminate the negotiations
informing the Consultant of the reasons for doing so. After
having obtained the Bank’s no objection, the Client will invite
the next-ranked Consultant to negotiate a Contract. Once the
Client commences negotiations with the next-ranked Consultant,
the Client shall not reopen the earlier negotiations.
37. Award of 37.1 After completing the negotiations the Client shall obtain
Contract the Bank’s no objection to the negotiated draft Contract, if
applicable and sign the Contract;
37.2 The Consultant is expected to commence the assignment
on the date and at the location specified in the Data Sheet.
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Instructions to Consultants
DATA SHEET
A. General
ITC Clause
Reference
2.4 The Client will provide the following inputs, project data, reports, etc. to
facilitate the preparation of the Responses: N/A
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9.1 This CPD has been issued in the English language. English shall be the
governing language of the CPD.
B. Expression of Interest
20.1 Proposals must remain valid for 180 calendar days after the proposal
submission deadline (i.e., until: 31 January 2019).
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24.3 The Consultant and its Sub-consultants and Experts are responsible to
determine their tax obligations in the Client’s country.
The Financial Proposal should state local costs in the Client’s country
currency (local currency): No.
25.2 The Consultants shall not have the option of submitting their Proposals
electronically.
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25.8 The Consultant must submit the following documents to the Client, at the
address provided in Section 25.10 of this Data Sheet:
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32.2 For the purpose of the evaluation, the Client will exclude: (a) all local
identifiable indirect taxes, including VAT, on the contract invoices; and (b)
all additional local indirect tax on the remuneration of services rendered by
non-resident experts of the Consultant in the Client’s country. At contract
negotiations, all applicable indirect local taxes will be discussed and agreed
(using the itemized list as guidance but not limiting to it) and added to the
contract amount in a separate line, also indicating which taxes shall be paid
by the Consultant and which are withheld and paid by the Client on behalf of
the Consultant.
32.2 For the purpose of the evaluation, the Client will exclude: (a) all local
identifiable indirect taxes, including VAT, on the contract invoices; and (b)
all additional local indirect tax on the remuneration of services rendered by
non-resident experts of the Consultant in the Client’s country. At contract
negotiations, all applicable indirect local taxes will be discussed and agreed
(using the itemized list as guidance but not limiting to it) and added to the
contract amount in a separate line, also indicating which taxes shall be paid
by the Consultant and which are withheld and paid by the Client on behalf of
the Consultant.
34.1 The lowest evaluated Financial Proposal (Fm) is given the maximum
financial score (Sf) of 100.
The formula for determining the financial scores (Sf) of all other Proposals
is calculated as following:
Sf = 100 x Fm/ F, in which “Sf” is the financial score, “Fm” is the lowest
price, and “F” the price of the Proposal under consideration.
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The weights given to the Technical (T) and Financial (P) Proposals are:
T = 80, and
P = 20.
Proposals are ranked according to their combined technical (St) and financial
(Sf) scores using the weights (T = the weight given to the Technical
Proposal; P = the weight given to the Financial Proposal; T + P = 1) as
following: S = St x T% + Sf x P%.
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TOTAL 100
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CHECKLIST
All pages of the original Technical and Financial Proposal shall be initialled by the same
authorized representative of the Consultant who signs the Proposal.
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FORM TECH-1A
{Location, Date}
To:
Client
Date:
RFP No.:
RFP Name:
Dear Sirs:
We, the undersigned, offer to provide the consulting services for the above assignment in
accordance with your Invitation and the Request for Proposal documents and our Proposal.
{If the Consultant is a joint venture, insert the following: We are submitting our Proposal in
association/as a consortium/as a joint venture with:
We have attached a copy [insert: “of our letter of intent to form a joint venture” or, if a JVCA is
already formed, “of the JVCA agreement”] signed by every participating member, which details the
likely legal structure of and the confirmation of joint and severable liability of the members of the said
joint venture.
AND/OR
If your Proposal includes Sub-consultants, insert the following: We are submitting our Proposal with
the following firms as Sub-consultants: {Insert a list with full name and address of each Sub-
consultant.}
We hereby declare that:
(a) All the information and statements made in this Proposal are true and we accept that any
misinterpretation or misrepresentation contained in this Proposal may lead to our
disqualification by the Client and/or may be sanctioned by the Bank.
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(b) Our Proposal shall be valid and remain binding upon us for the period of time specified
in Clause 21.1 of the ITC.
(d) We meet the eligibility requirements as stated in ITC 6, and we confirm our
understanding of our obligation to abide by the Bank’s policy in regard to prohibited
practices as per ITC 5.
(e) Except as stated in the Clause 21.7 of the ITC, we undertake to negotiate a Contract on
the basis of the proposed Key Experts. We accept that the substitution of Key Experts
for reasons other than those stated in Clause 21 of the ITC and Clause 35.4 of the ITC
may lead to the termination of Contract negotiations.
(f) Our Response is binding upon us and subject to any modifications resulting from the
Contract negotiations.
We undertake, if our Response is accepted and the Contract is signed, to initiate the Services
related to the assignment no later than the date indicated in Clause 37.2 of the ITC.
We understand that the Client is not bound to accept any Response that the Client receives.
We remain,
Yours sincerely,
Address:
Contact information (phone and e-mail):
{For a joint venture, either all members shall sign or only the lead member, in which case the
power of attorney to sign on behalf of all members shall be attached.}
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Attachment 1 to Response:
Covenant of Integrity – Consultant Contact Sheet
To:
Client
We declare and covenant that neither we nor anyone, including any of our directors, employees, agents,
joint venture partners, consultants or sub-contractors, where these exist, acting on our behalf with due
authority or with our knowledge or consent, or facilitated by us, has engaged, or will engage, in any
Prohibited Practice (as defined below) in connection with the consultant selection process or in the
execution or supply of any works, goods or services for [insert the name of the Contract] (the
“Contract”) and covenant to so inform you if any instance of any such Prohibited Practice shall come to
the attention of any person in our organisation having responsibility for ensuring compliance with this
Covenant.
We shall, for the duration of the consultant selection process and, if we are successful with our
Expression of Interest, for the duration of the Contract, appoint and maintain in office an officer, who
shall be a person reasonably satisfactory to you and to whom you shall have full and immediate access,
having the duty, and the necessary powers, to ensure compliance with this Covenant.
We declare and covenant that, except for the matters disclosed in this Covenant of Integrity:
(i) we, our subsidiaries and affiliates, and all of our directors, employees, agents or joint venture
partners, where these exist, have not been convicted in any court of any offence involving a
Prohibited Practice in connection with any tendering or competitive selection process or
provision of works, goods or services during the ten years immediately preceding the date of
this Covenant;
(ii) none of our directors, employees, agents or a representatives of a joint venture partner, where
these exist, has been dismissed or has resigned from any employment on the grounds of being
implicated in any Prohibited Practice;
(iii) we, our subsidiaries and affiliates and our directors, employees, agents or joint venture partners,
where these exist, are not prohibited from participation in a tendering or competitive selection
procedure on the grounds of having been found by the final judgement of a judicial process or a
finding by the enforcement (or similar) mechanism of another international organisation to have
engaged in a Prohibited Practice;
(iv) we, our subsidiaries and affiliates, as well as any subcontractors, or suppliers or affiliates of the
subcontracts or supplier are not subject to any sanction imposed by resolution of the United
Nations Security Council.
If applicable, provide full disclosure of any convictions, dismissal, resignations, exclusions or other
information relevant to Articles i) ii) iii) or (iv) in the box below.
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For the purpose of this Covenant, the terms set forth below define Prohibited Practices as:
(i) a coercive practice which means impairing or harming, or threatening to impair or harm, directly or
indirectly, any party or the property of the party to influence improperly the actions of a party;
(ii) a collusive practice which means an arrangement between two or more parties designed to achieve
an improper purpose, including to influence improperly the actions of another party;
(iii) a corrupt practice which means the offering, giving, receiving or soliciting, directly or indirectly,
of anything of value to influence improperly the actions of another party;
(iv) a fraudulent practice which means any act or omission, including a misrepresentation, that
knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit
or to avoid an obligation;
(v) a misuse of the Bank’s resources which means improper use of the Bank’s resources, committed
either intentionally or through reckless disregard;
(vi) an obstructive practice which means (i) destroying, falsifying, altering or concealing of evidence
material to a Bank investigation, which impedes the Bank’s investigation; (ii) making false statements
to investigators in order to materially impede a Bank investigation into allegations of a Prohibited
Practice; (iii) failing to comply with requests to provide information, documents or records in
connection with a Bank investigation; (iv) threatening, harassing or intimidating any party to prevent it
from disclosing its knowledge of matters relevant to a Bank investigation or from pursuing the
investigation; or (v) materially impeding the exercise of the Bank’s contractual rights of audit or
inspection or access to information; and
(vii) a theft which means the misappropriation of property belonging to another party.
Following the submission of our Expression of Interest, we grant the project financier, the Bank and/or
persons appointed by them, the right of inspection of our, and any proposed subcontractors, accounts
and records and permission to have any such accounts and records audited by auditors appointed by the
Bank, if required by the Bank. We accept to preserve these records generally in accordance with
applicable law but in any case for at least six years from the date of substantial performance of the
Contract.
We further declare that no affiliate of the Recipient/Client is participating in our Expression of Interest
in any capacity whatsoever.
1
For each matter disclosed, provide details of the measures that were taken, or shall be taken, to ensure that neither the disclosed entity nor any of its
directors, employees or agents commits any Prohibited Conduct in connection with the consultant selection process for this Contract.
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Name:
In the capacity
of:
Signed:
Duly authorised
to sign for and
on behalf of:
Date:
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Contact Sheet
Country of Registration:
Alternative E-mail:
Important Notes:
Any change in the addresses, phone numbers, fax numbers and in particular e-mail addresses, must be notified in
writing to the Recipient/Client. The Recipient/Client will not be held responsible in the event that they ca not contact the
Consultant using any of the above details. It is the sole responsibility of the Consultant to ensure that it monitors its
telephone and fax numbers and its postal and e-mail addresses.
In particular, the Recipient/Client shall proceed on the assumption that the e-mail address(es) is constantly monitored,
that your security settings permit the Recipient/Client’s e-mails to be received and that the e-mail address is capable of
receiving attachments (particularly PDF and Microsoft Word).
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FORM TECH-2
Form TECH-2: a brief description of the Consultant’s organization and an outline of the recent
experience of the Consultant that is most relevant to the assignment. In the case of a joint venture,
information on similar assignments shall be provided for each partner. For each assignment, the outline
should indicate the names of the Consultant’s Key Experts and Sub-consultants who participated, the
duration of the assignment, the contract amount (total and, if it was done in a form of a joint venture or
a sub-consultancy, the amount paid to the Consultant), and the Consultant’s role/involvement.
A - Consultant’s Organization
{1. Provide here a brief description of the background and organization of your company, and – in
case of a joint venture – of each member for this assignment.}
B - Consultant’s Experience
1. List only previous similar assignments successfully completed for the period required in the Terms
of Reference.
2. List only those assignments for which the Consultant was legally contracted by the Client as a
company or was one of the joint venture partners. Assignments completed by the Consultant’s
individual experts working privately or through other consulting firms cannot be claimed as the
relevant experience of the Consultant, or that of the Consultant’s partners or sub-consultants, but can be
claimed by the Experts themselves in their CVs. The Consultant should be prepared to substantiate the
claimed experience by presenting copies of relevant documents and references if so requested by the
Client.
Duration Assignment name/& brief Name of Client & Approx. Contract Role on the
description of main Country of value (in US$ or Assignment
deliverables/outputs Assignment EURO)/ Amount
paid to your firm
{e.g., {e.g., “Improvement quality {e.g., Ministry of {e.g., US$1 {e.g., Lead
Jan.2009– of...............”: designed ......, country} mill/US$0.5 mill} partner in a JVCA
Apr.2010} master plan for A&B&C}
rationalization of ........; }
{e.g., Jan- {e.g., “Support to sub- {e.g., municipality {e.g., US$0.2 {e.g., sole
May national government.....” : of........., country} mil/US$0.2 mil} Consultant}
2008} drafted secondary level
regulations on..............}
FORM TECH-3
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Form TECH-3: comments and suggestions on the Terms of Reference that could improve the
quality/effectiveness of the assignment; and on requirements for counterpart staff and facilities, which are
provided by the Client, including: administrative support, office space, local transportation, equipment,
data, etc.
{Describe proposed modifications or improvement to the Terms of Reference (such as deleting some
activity you consider unnecessary, or adding another, or proposing a different phasing of the
activities). Such suggestions should be concise and to the point, and incorporated in your Proposal.}
{Include comments on counterpart staff and facilities to be provided by the Client. For example,
administrative support, office space, local transportation, equipment, data, background reports, etc.}
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FORM TECH-4
Form TECH-4: a description of the approach, methodology and work plan for performing the
assignment, including a detailed description of the proposed methodology and staffing for training, if
the Terms of Reference specify training as a specific component of the assignment.
a) Technical Approach and Methodology. {Please explain your understanding of the objectives
of the assignment as outlined in the Terms of Reference (TORs), the technical approach, and
the methodology you would adopt for implementing the tasks to deliver the expected output(s),
and the degree of detail of such output. Please do not repeat/copy the TORs in here.}
b) Work Plan. {Please outline the plan for the implementation of the main activities/tasks of the
assignment, their content and duration, phasing and interrelations, milestones (including
interim approvals by the Client), and tentative delivery dates of the reports. The proposed work
plan should be consistent with the technical approach and methodology, showing your
understanding of the TOR and ability to translate them into a feasible working plan. A list of
the final documents (including reports) to be delivered as final output(s) should be included
here. The work plan should be consistent with the Work Schedule Form.}
c) Organization and Staffing. {Please describe the structure and composition of your team,
including the list of the Key Experts, Non-Key Experts and relevant technical and
administrative support staff.}
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FORM TECH-5
Months
N° Deliverables 1 (D-..)
1 2 3 4 5 6 7 8 9 ..... n TOTAL
D-1 {e.g., Deliverable #1: Report A
1) data collection
2) drafting
3) inception report
4) incorporating comments
5) .........................................
6) delivery of final report to Client}
1 List the deliverables with the breakdown for activities required to produce them and other benchmarks such as the Client’s approvals. For phased
assignments, indicate the activities, delivery of reports, and benchmarks separately for each phase.
2 Duration of activities shall be indicated in a form of a bar chart.
3. Include a legend, if necessary, to help read the chart.
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FORM TECH-6
Total time-input
Expert’s input (in person/month) per each Deliverable (listed in TECH-5)
N° Name (in Months)
K-3
n
Subtotal
NON-KEY EXPERTS
[Home]
N-1
[Field]
N-2
n
Subtotal
Total
1 For Key Experts, the input should be indicated individually for the same positions as required under the Data Sheet ITC21.1.
2 Months are counted from the start of the assignment/mobilization. One (1) month equals twenty two (22) working (billable) days. One working (billable)
day shall be not less than eight (8) working (billable) hours.
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3 “Home” means work in the office in the expert’s country of residence. “Field” work means work carried out in the Client’s country or any other country
outside the expert’s country of residence.
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FORM TECH-6
(Continued)
CURRICULUM VITAE (CV)
Employment record relevant to the assignment: {Starting with present position, list in
reverse order. Please provide dates, name of employing organization, titles of positions held,
types of activities performed and location of the assignment, and contact information of
previous clients and employing organization(s) who can be contacted for references. Past
employment that is not relevant to the assignment does not need to be included.}
Language Skills (indicate only languages in which you can work): ______________
______________________________________________________________________
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Certification:
I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly
describes myself, my qualifications, and my experience, and I am available to undertake the
assignment in case of an award. I understand that any misstatement or misrepresentation
described herein may lead to my disqualification or dismissal by the Client, and/or sanctions
by the Bank.
{day/month/year}
{day/month/year}
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Financial Proposal Standard Forms shall be used for the preparation of the Financial Proposal according to the instructions provided in
Section 2.
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FORM FIN-1
FINANCIAL PROPOSAL SUBMISSION FORM
[Location, Date]
Dear Sirs:
We, the undersigned, offer to provide the consulting services for [Insert title of assignment] in accordance with your
Consultancy Procurement Document dated [Insert Date] and our Technical Proposal.
Our attached Financial Proposal is for the amount of [Indicate the corresponding to the amount(s) currency(ies)] [Insert
amount(s) in words and figures], [Insert “including” or “excluding”] of all indirect local taxes in accordance with the requirements of
the RFP. The estimated amount of local indirect taxes is [Insert currency] [Insert amount in words and figures] which shall be
confirmed or adjusted, if needed, during negotiations. {Please note that all amounts shall be the same as in Form FIN-2}.
Our Financial Proposal shall be binding upon us subject to the modifications resulting from Contract negotiations, up to
expiration of the validity period of the Proposal.
Commissions, gratuities, or fees paid or to be paid by us to an agent or any other party relating to preparation or submission of
this Proposal and Contract execution, paid if we are awarded the Contract, are listed below:
{If no payments are made or promised, add the following statement: “No commissions, gratuities or fees have been or are to be paid
by us to agents or any other party relating to this Proposal and, in the case of award, Contract execution.”}
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We understand you are not bound to accept any Proposal you receive.
We remain,
Yours sincerely,
{For a joint venture, either all members shall sign or only the lead member/consultant, in which case the power of attorney to
sign on behalf of all members shall be attached}
Where the Electronic Procurement Platform is used, the signed document shall be uploaded into the platform.
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Cost
{Consultant must state the proposed Costs in accordance with Clause 16.4 of the Data Sheet;
delete columns which are not used}
Item
{Insert Foreign {Insert Foreign {Insert
{Insert Foreign Local Currency, if
Currency # 2, if Currency # 3, if
Currency # 1} used and/or required (16.4
used} used} Data Sheet}
Including:
(1) Remuneration
(2) [Reimbursables]
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[Assignment Title]
[contract currency]
1. Fees :
3. Reimbursable Expenses*
Local Travel
[Travel from home to departure airport and return, and reasonable local travel when abroad.]
2
EU Per Diem Rates are listed on the EU's website
(http://ec.europa.eu/europeaid/work/procedures/implementation/per_diems/index_en.htm ); UN Per Diem Rates are
available (subscribers only) from the website of the UN's International Civil Service Commission:
http://icsc.un.org/sal_dsa.asp .
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Journeys
[List of journeys] [cost per [total per
journey] journey]
Total Local Travel local trav_total
Miscellaneous:
[The list of miscellaneous expenses is for illustration purposes only; not all of the expenses listed
below need apply to a given assignment
Visas [List details – number, if applicable, unit cost, if [List total
applicable] costs per item]
Interpretation
Reports
Communications
Equipment Purchase
Accommodation (not listed in Per
Diem)
[List other Miscellaneous
Expenses]
Miscellaneous Total
*May include indirect taxes, such as VAT which are not otherwise recoverable by the Consultant.
TOTAL MAXIMUM CONTRACT AMOUNT (Contract Ceiling Amount) [List total cost of the
assignment, exclusive of
VAT; this amount
should correspond to
the financial proposal
amount in FIN-1]
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PART II - REQUIREMENTS
Section 2.1. Terms of Reference
Tajikistan: Khujand Public Transport Project – Corporate Development Programme
1. BACKGROUND
The European Bank for Reconstruction and Development (the “EBRD”, or the “Bank”) signed a
loan agreement with State Communal Enterprise “Khujand Public Transport” in December 2016
(the “Company”) a public transport company in the City of Khujand (the “City”) to finance the
purchase of buses and modernisation of depot facilities (the “Project”). In addition, the Project will
provide support for the introduction of formal ticketing system in the City. A total investment
package of USD 17.5 million loan from EBRD, USD 5 million grant from Swiss Government and
USD 3.5 million grant from the EBRD’s Shareholder Special Fund was mobilised to support of the
Project.
The purpose of the Project is to establish a reliable passenger transportation service and create a
basic public transport network in the City. In addition a new formal ticketing system based on new
tariffs will be implemented. It will put emphasis on cheaper and more attractive monthly passes
with a goal to reduce fare revenue leakages and offer passengers the option of changing routes
without double paying.
The City is the second largest city in the Republic of Tajikistan and the major political,
administrative, financial and cultural centre in the North of the country. The City has officially a
population of 165,000 people but including the people residing in its environs, this total reaches
around 300,000.
The Company used to provide trolleybus and bus passenger transport services within the City
boundaries, but starting from 2011 its financial situation started to deteriorate, which led to limited
activities in 2012 and 2013. Currently the Company has six inactive trolleybuses listed on the
balance sheet. These trolleybuses have more than 25 years of operation and are depleted. In
addition, the Company has four Indian Tata minibuses, which provide very limited services to the
City’s population of 165,000.
The City, backed by the Government of the Republic of Tajikistan, has requested the Bank to
provide financing to improve the public transport system. The Project is supported by extensive
technical cooperation to mitigate implementation risks.
The Project will also assist the Company and the City to enter into a Public Service Contract (the
“PSC”). The PSC will define rights and obligations between the City and the Company and, in
particular, the formula for service payments from the City to the Company, and the quantity and
quality of the services to be provided by the Company. The PSC will include provision for capital
expenditure through the service payments and should target validity matching a period of at least
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the maturity of the Bank’s loan. The introduction of a well-designed PSC in particular is the
cornerstone of bolstering the creditworthiness of the company in future. To this end, the Client now
wishes to engage a consultant (the “CDP Consultant”) to carry out the related Corporate
Development Programme (the “Assignment”).
The Company will also establish a Project Implementation Unit (“PIU”) to manage the Project
implementation on a daily basis. The PIU will have day-to-day responsibility for the assets to be
financed via the Project and will co-ordinate all activities under the Project and coordinate between
the contractors, and the EBRD.
2. OBJECTIVES
The CDP Consultant shall assist the Company to improve its commercial standing, service and
environmental and social performance by helping to identify, and implement the necessary
corporate, financial and operational improvements required to meet the related covenants included
in the EBRD finance documents. This will be achieved via the development and implementation of
a Financial and Operational Performance Improvement Plan (“FOPIP”). The CDP Consultant shall
also assist the Company to develop a medium-term focused CDP, to improve its corporate planning
capacity to assist its ongoing transition towards a self-sustaining entity, and to develop its
commercial operations.
Part II: Stakeholder Participation and City Support Programme for the City of Khujand
The CDP Consultant shall assist the City with implementing the PSC, which will be a key
component of the financial structure for the proposed Project. A related objective of the City
Support Programme is to raise institutional capacity within Khujand to assist the City in managing
the Project effectively as well as to raise financial planning capacity and thereby improve its
creditworthiness. One important component will be the establishment of efficient monitoring
structures to enable the City to monitor / control the Company’s performance.
Additionally, the CDP Consultant shall assist the City in the analysis of the baseline social situation
of the vulnerable section of the population and the impact of the Project on these groups, and in
connection to this assess any impact of the Project on equality between men and women.
The CDP Consultant shall assist the City and Company with development of modalities for reform
of the existing public transport sector. The CDP Consultant shall take particular reference to
international examples of bus sector reform, notably those in a similar environment of fragmented
small-scale ‘paratransit’ operators, on-board cash payments and low-level regulation.
In performing this Assignment, the CDP Consultant shall ensure full cooperation and coordination
with other ongoing assignments, notably:
The PIU, for preparation, procurement and implementation support for all components under the
Project (buses, depot and automated fare collection (“AFC”) ticketing), which is funded by the
Bank. The PIU consultant was mobilised in January 2018
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Integrated Urban Mobility Study for urban transport and mobility integration into greater
Khujand, which is funded by SECO (Switzerland). The IUMP consultant is expected to be
mobilised by the end of 2018.
3. SCOPE OF WORK
Given the very low skills base of the existing Company, the CDP Consultant’s immediate task shall
be to identify, plan and implement a capacity-building program to address initial and immediate
needs and ensure timely initiation of bus operations, as funded under the Project. This shall address
such essential aspects such as:
Define Capacity-Building Programme;
Identify training needs and conduct training; and
Provide operational support for initial bus operations and service start-up.
ii) Operational support for initial bus operations and service start-up
The CDP Consultant shall provide specific recommendations and hands-on support before and
during operational start-up to ensure the Company is ready and equipped for providing high quality
bus services in the City.
In line with the capacity-building programme developed by the CDP Consultant and the operational
needs of the Company, and in coordination with the PIU Consultant, the CDP Consultant shall
support the Company in the following areas:
Company systems set-up;
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For the AFC system, the CDP Consultant will provide all necessary help and inputs for
procurement and implementation of the ticketing system by the PIU Consultant, which will work in
joint collaboration for this task. These will be driven by the proposed organisational structure,
envisaged design of the system, planned capital expenditure, and related operational cost.
In parallel with the immediate capacity building programme, the CDP Consultant shall develop the
following comprehensive CDP for implementation over a 5 year period.
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iii) Organisation
Review and identify development needs related to the Company’s current corporate status,
management structure, internal and external reporting lines, decision-making bodies, and staff
employed.
Recommend an efficient organisational structure including an organisation chart with job
descriptions and staff qualifications attached to each position or group of positions, which
clearly divides tasks and responsibilities between staff and departments.
Assess quality of human resources (“HR”) at different levels. Analyse wage levels, benefits and
incentives, worker-management relationships, non-discrimination and equal opportunity,
occupational health and safety, equality of opportunity (including number and percentage of
women and men in total staff count as well as across all levels/categories), access to
professional development, career support services (including for employees with children),
procedures for harassment and claim and grievance management in the work place, etc. Propose
necessary changes to retain good quality staff in a sustainable manner. Assess labour
productivity and make recommendations as necessary. Propose transparent decision-making
procedures, bodies, specifying compositions and powers, including a system of delegation of
responsibilities and effective internal and external control mechanisms.
Propose a suitable governance structure, including decision making processes, ESAP
implementation, public consultations and relationships mechanism with the municipalities.
Recommend a personnel development plan, including programmes for recruitment, training,
advancement and remuneration.
3
HR policies and practices in the company, proportion of women and men (different job functions), recruitment
practices and key challenges to male and female recruitment (especially in relation to remuneration policies) compared
to competitors in the sector, review of employment conditions and introduction of performance based pay following the
establishment of the automated ticketing, the increase of service frequency and the number of routes operated by the
company, family-friendly working arrangements (working hours, etc.), career trajectory for both women and men in the
company, female-friendly infrastructure at the work place, maternity/paternity leave, health and safety.
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to increasing the ratio of female to male employees and to enhancing career opportunities for
women in the Company.
Design and deliver a capacity-building plan on work-life balance and work-life effectiveness for
male and female employees.
Based on the qualitative and quantitative information obtained, develop clear, actionable
recommendations and solutions on: (a) ways in which existing policies and practices could be
revised to further the gender equality and equal opportunities within the Company; (b)
prioritised list of potential actions that are suggested by the employees themselves (e.g. via
focus groups or interviews); (c) design of an internship program to improve the intake of
women graduates with relevant degrees; (d) identification of capacity-building measures for
management to maximise the potential long-term, systemic benefits of this initiative. This
should also include a time-bound plan to institutionalise them.
The CDP Assignment aims at revising the existing customer management concept and introducing a
modern, customer-oriented one. To this end, the Consultant will:
Critically assess the existing customer management practices in the Company;
Elaborate a new customer-oriented concept together with the corresponding obligatory
procedures for handling passengers’ requests/complaints;
Establish a customer management department to deal with passengers’ daily requests and
complaints;
Establish clear procedures and reporting requirements between the customer management
department and the other departments in the Company;
Establish clear deadlines for responding to passengers’ requests/complaints;
Establish a toll-free phone line for receiving passengers’ requests/complaints;
Elaborate standard forms facilitating the handling of passengers’ requests/complaints; and
Elaborate a web-based platform for online submission of passengers’ requests/complaints.
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The Project includes introduction of an AFC system, initially to the Company’s new bus fleet, and
then to all City operators, including private, as soon as possible, depending on progress on
implementation of the Project and sector constraints and opportunities. It is also envisaged that new
integrated fares will be a feature of an integrated AFC system.
The present task concerns the definition of the expanded AFC system and recommendations.
The CDP Consultant shall review the initial AFC system supplied under the bus fleet procurement
and determine the functional design of an expanded AFC system, including the private bus routes
(mashrutkas). The CDP Consultant shall focus on system modularity to allow phased system
implementation across the private bus fleet. The intention shall be to target the final scheme, while
identifying phased steps to allow institutional set-up (transport authority for Greater Khujand) with
progressive implementation and negotiated roll-out strategy.
The new AFC system will be an efficient, reliable, transparent and data-rich ticketing (barcode,
electronic or other) system that allows full compatibility with possible future upgrade and
expansion to additional bus or other public transport routes, including minibus. In particular, it shall
ensure that the fare collection methods and structures allow increased fare capture off-board to
improve operational efficiency and enable increased revenue control.
(a) Technical
The CDP Consultant will document and present the envisaged design of the AFC system from the
perspectives of user (information, choices, purchase, validation, control, etc.). The CDP Consultant
will list all advantages, value added (change of the route, possibility of value transfer to a new card
if one is lost, etc.) as well as disadvantages in comparison to the existing system.
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Separately the CDP Consultant will outline the planned technical description, main parameters and
architecture of the system including:
Type and main basic architecture of selected ticketing format (barcode, e-wallet, tickets, etc.);
Number of different tickets to be proposed to users (personalised, discount, etc.);
Data exchange and communication scheme, as appropriate, including description of data
exchange methods between various parts of the system;
Technical architecture of the system (what equipment and where);
Security levels of separate parts of the system (media (card), on-board equipment, card issuing
and ticket selling equipment, web site, server, and systems management including access
control, etc.);
Operational characteristics, including a closed versus open system design, ticketing system
integration, and feasibility of any proposed closed design across transport modes (bus, minibus
and other) and (possibly, in future) other municipal ticketing activities (parking fees, road
access fees etc);
Auxiliary elements around the ticketing system, such as real-time passenger information
systems both on vehicles and at stops and real-time fleet management systems using General
Packet Radio Services (“GPRS”) (or equivalent) capabilities Automatic Vehicle Location
(“AVL”); and
Modality for performing ticketing control and enforcement
For every option, the CDP Consultant will make an estimate of investment costs (equipment and
installation) and operational costs (including production and distribution of tickets and maintenance
costs of equipment). As a benchmark, the operational costs of the current systems should also be
calculated.
The CDP Consultant will also make a comprehensive comparison of the different options and a
clear recommendation on the preferred ticketing system with a principal consideration that it should
be capable of being implemented without undue institutional-regulatory, technological or inter-
operability issues.
The CDP Consultant will give particular attention to the following characteristics of the system:
Will it provide for rapid installation and operation, with the least requirements for legal or
regulatory change?
Will it be easily expandable towards other bus/minibus/public transport routes and, possibly,
additional revenue services at a later date, like parking, access control to public buildings, and
other;
Will the Client be able to replace separate components of the system with ones from different
suppliers and manufacturers without contacting/involving the original supplier;
Will it provide the Client with necessary ownership of the keys, protocols used for
communications between the separate parts of the system, data bases and other critical
elements to enable usage of the system without any restrictions? The CDP Consultant will base
their judgement on whether the architecture will allow the type of ownership described above
and, if not, a general recommendation (a requirement for the tenderers) to ensure as little
dependency of the City from the original system’s supplier;
Will the planned architecture of the system as well as chosen technology provide sufficient
security of the data, transactions and personal information in general; and
Will the chosen technical and functional specification allow sufficient competition in the
tender? The CDP Consultant will provide his professional judgement to his best knowledge.
(b) Organisational
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The CDP Consultant will assess requirements for operation of the expanded system under a new
Greater Khujand transport authority and a form of private-sector contracting for the ticketing
system, under a supply, install and maintain contract or public-private partnership (“PPP”) for
delegation of revenue collection and enforcement.
The CDP Consultant will propose an organisation structure for AFC operation, whether under the
City or new transport authority, and provide comments and proposals for its establishment and
operation (with the initial phase for the public bus company only). The CDP Consultant will
indicate its purpose and organisation structure and primary and secondary functions and
responsibilities for each of its departments. Taking into account the new ticketing system’s design,
size and implementation plan, as well the number of functions and responsibilities, the CDP
Consultant will prepare an initial staffing plan, resource allocation and budget.
The AFC authority shall ensure planning and monitoring of enforcement performance. Enforcement
practice and procedure shall be defined in association with relevant stakeholders, including
municipal police services and transport operators. It is anticipated that the AFC authority would
manage public relations, carrying out marketing campaigns and dealing with client enquiries and
information through back-office units and a call centre.
(c) Contractual
The CDP Consultant shall recommend suitable integration for supply and operation of the ticketing
system, either combined with related contracts for new bus networks, or as a standalone contract for
ticketing alone, considering both the requirements of priority routes only and compatibility with
future expansion of the bus network.
Based on the proposed integration model, the CDP Consultant shall advise on the most suitable
contracting methods, including EPC contracts and Design-Build-Operate-Maintain (“DBOM”),
based on assessment of procurement practices, legal and regulations, technical requirements and
value for money, with strong reference to benchmarks, best practice and international case studies.
(d) Commercial
It is anticipated that a dedicated (fixed) amount of fare revenue will be kept by the Client to cover
the associated costs of the system. The remaining amount will be transferred to the transport service
providers: municipal bus leasing company and/or private operators under the provisions of new
contractual framework.
The CDP Consultant will document the current and envisaged (advisable) tariff box and ticket types
during the likely stages of the system’s commissioning and penetration. Based on previous task, the
CDP Consultant will outline suitable fare structure that would be best suited for the Cities during
the stage of system’s introduction, penetration and full operation.
The CDP Consultant will propose a realistic plan for staged deployment of the system, in line with
sector regulation and operational constraints, the age of the fleet, passenger flows and level of
authority and negotiating position of the City and/or future Transport Authority. It shall include the
PIU consultant and feedback from different actors and user groups and ticket types. e.g. the first
target group could be students and passengers using monthly passes.
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The roll-out strategy shall include associated ridership and revenue estimates and progression after
system roll-out, based on historic data and forecasts, during the ticketing system implementation
and post-implementation stages4. The plan will be presented both in numbers of different groups of
passengers as well as fare revenue collected thorough the existing ticketing system and the new
ticketing system.
i) Operational efficiency
Recommend an action plan necessary for improving the quality and reliability of services and
increasing operational efficiency. The CDP Consultant shall give special attention to measures
with managing the cost as well as to ensuring that assets are regularly maintained and replaced.
Outsourcing of non-core activities shall be considered.
Establish a revenue management programme to reduce unaccounted for public transport
services and establish a non-billing reduction programme.
Prepare a Geographical Information System (“GIS”) that shall cover public transport systems in
Greater Khujand. The CDP Consultant shall purchase a licence and introduce GIS software on
behalf of the Company.
Following approval by the Company, the City and the EBRD, the CDP Consultant will actively
assist the Company to implement the various aspects of the FOPIP.
4
It is expected the Urban Mobility Concept includes traffic modelling in Greater Khujand and should assist this task
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Work closely with the Company to provide support in implementing the measures identified to
improve financial performance. Specifically, the CDP Consultant will assist the Company in
ensuring that tariff increases are implemented as agreed in the tariff policy and in the Loan
Agreement as well as ensuring that bill collection procedures are implemented.
Assist the Company to ensure the recommendations identified and agreed to improve
accounting, budgeting and cash management are being implemented. As part of this, the CDP
Consultant may need to provide ongoing support to assist the Company in preparing financial
statements in accordance with IAS and in implementing any new budget procedures.
While the FOPIP is seen as an action plan to assist the Company in improving their operations, it
should not be seen as the end target for the Company. In the course of implementing the FOPIP, the
CDP Consultant should also assist the Company to take steps to develop and implement a corporate
planning process, which will continue to focus on ongoing corporate, financial and operational
improvements and govern further development and transformation of the enterprise to a viable
commercial entity. In this regard, the CDP Consultant will help the Company in preparing a CDP,
which will cover all aspects of its management and operations and will not be limited to the areas
covered by the FOPIP.
The first CDP is intended to be the start of an annual rolling plan that will evolve with time to
reflect changing circumstances, improved information and progress made. To this end, the CDP
Consultant will assist the Company to develop procedures and systems to build a corporate
planning process into the existing budget and business planning processes. The CDP Consultant
will also identify other areas of management, finance and operations that should be considered in
future CDPs, depending upon the progress made by the Company.
The CDP Consultant should develop and adopt a business plan for the Company within 24 months
of the Assignment Start Date.
Currently the Company has no Business and Marketing Plan and planning is limited to the short
term (maximum 1 year). The CDP Consultant will assist the Company to prepare a comprehensive
Business Plan by setting out the objectives of the Company and how they will be achieved in a
structured and timely manner.
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assist the Company to prepare a comprehensive Business Plan (2017-2030) based on a sound
and sustainable business strategy and covering at least the following issues/sections:
o current and future role of the Company;
o SWOTs;
o scope of services and product development;
o marketing;
o organisation and staffing;
o investment plan;
o ESAP;
o staffing plan; and
o financial projections.
Prepare operational and financial projections and a financial model with formulae for financial
compensation payments paid by the City under the new PSC;
Prepare and include in the Business Plan an extensive marketing section, covering the
Company’s marketing strategy and action plan for the period of 2018-2023.
Review and identify development, organisational and investment needs to incorporate in the
Company’s Business Plan;
Prepare an Investment Plan and Capital Expenditure for the period of 2018-2023 (incl. fleet
renewal, upgrade of infrastructure and depots);
Prepare a detailed Action and Implementation Plan as an annex to the Business Plan; and
Agree on the assumptions and projections included in the Business Plan including the
preparation of a financial model for a period of 10 years from 2018.
Capacity-building of the Company’s staff will be a key part of the CDP Consultant’s work
throughout the Assignment, via on-the-job assistance and close collaboration.
In addition, the CDP Consultant will arrange formal training for senior and middle-level managers
in all aspects of management, to enable the Company to implement the FOPIP effectively. To the
extent possible (subject to the baseline), the CDP Consultant will ensure that both men and women
benefit from the capacity-building programme.
Presentations of the ESAP should be made to all staff in order to raise awareness. To this end, the
CDP Consultant, in close cooperation with the Company, will identify key training needs and
develop an appropriate training plan. This will be agreed with the EBRD before implementation.
The CDP Consultant should also formulate a list of training programmes continuously necessary to
keep the technical and management competency, and assess necessary recourses, and discuss with
the Company.
3.1.9 Audit
The CDP Consultant shall sub-contract a local auditor acceptable to Bank to carry out IFRS audits
for the financial years 2018-2019. The TOR for the audits will be provided separately and the CDP
Consultant is not expected to address the audit requirement in the Approach and Methodology for
the present assignment. The CDP Consultant is advised to allocate a total of approximately
USD 35,000.00 for audits over three years.
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Part II: Stakeholder Participation and City Support Programme for the City of Khujand
The CDP Consultant shall review the affordability analysis prepared by the Feasibility Study
consultant by testing different scenarios for affordability verification.
The CDP Consultant will recommend a social support programme for low-income customers,
which will include:
Draft statute on the procedure of subsidizing mechanism from the budget of the City;
Detailed criteria for granting subsidies;
Detailed procedure for the citizen for the application;
Procedure for identification of the composition of the applicant’s family;
Procedure for determining the subsidy amount;
Procedure for calculating the aggregate household income of the subsidy recipient; and
Calculation of the necessary amount of subsidies budgeted from the City per year for the next
10 years based on the above criteria.
The following information needs to be disseminated have been identified, as follows, to date:
The purpose of the Project.
Cost recovery: an explanation of how tariffs are linked to quality of service and how they are
used to promote conservation and an explanation of the real cost of service.
Health and safety: examples of good and bad practice and increase local understanding of health
and safety aspects.
Participatory mechanisms: explanation of how each public transport user has individual
responsibility for quality public transport services, and has the opportunity to engage
meaningfully with the Company regarding their needs and concerns
The information campaign will be conducted via various media channels. The CDP Consultant will
have to select the appropriate communication means for each topic and target audience based on his
experience in the field.
The CDP Consultant will develop a method to measure the impact and success of the awareness.
Based on the intermediate results, the campaign shall be adjusted if necessary.
Currently, the route system in Khujand is covered by a mixture of public and private operators, with
substantial overlap of services. Based on the results of Project Due Diligence and demand
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projections by route and street network for public transport, the CDP Consultant should develop a
clearly defined public transport route network that is based on cost and operational analyses. The
aim of this component is to provide assistance in developing a public transport service concept,
from market and financial perspectives, clearly indicating the optimal route structure for the various
modes of public transport services (whether by standard buses, midi-buses, or micro/minibuses) that
would be best offered to the users based on projected passenger demand levels. Furthermore, the
CDP Consultant will need to determine the optimal distribution of services on the basis of pre-
identified criteria, to be agreed in advance in close consultation with the City (capacity, costs,
efficiency, environment, quality, safety etc.). More specifically, the CDP Consultant shall define a
clear role, with an appropriate justification, for each of the transport modes and for the public and
private sectors, and define service delivery quality standards for each transport mode and/or service
(e.g. walking distance to stops, speed, frequency, minimum stop distance, rolling stock etc.). Given
the necessity to design a more integrated public transport network for Khujand, based on the
principle of the defined concept, a new network plan should be established resulting in an accurate
match between transport supply and demand at lowest possible costs.
It is intended that reform of bus services shall be achieved through principles of:
Fair compensation (based on best practice accounting principles);
Operator association (participation in public transport operations);
Alternative options (licence transfer; business reconversion); and
Support measures (corporate, operational training; business opportunities).
The CDP Consultant shall take particular reference to international examples of public transport
sector reform, notably those in similar environment of fragmented small-scale ‘paratransit’
operators, on-board cash payments and low-level regulation.
Through a thorough dialogue process with bus/minibus operators and other stakeholders and in
view of the objectives of the City, the CDP Consultant shall develop a rationale for regulatory
changes and proposed structure of route tenders. The consultation shall include the proposed routes,
fare structure and revenue collection methods. The consultation process should ensure sufficient
transparency and disclosure of the main issues considered by the City, the feedback of the
stakeholders and the responses to this feedback. Furthermore, the process should be duly publicised
on the website of the City administration and in other relevant local media.
In this respect, it is fully recognised that much depends on the successful implementation of the first
phase reforms implemented under this Project (such as PSC; AFC; Business Plan and etc.) to enable
further expansion of fleet investments and bus services in the surrounding cities: the reforms need
to demonstrate both to the operator community within the City (or a sufficient majority of them) of
the financial and operational benefits of reform and also to the public bodies of the value of public
investments in improving bus services, through both investments and compensation schemes.
The CDP Consultant shall consider progressively and actively supporting existing actors in the
reformed bus operating structure while also offering improved possibilities for development in or
outside the sector, to fully benefit from the public sector investments in fleet and infrastructure.
Particular attention shall be made to social impacts and opportunities for staff of existing operators,
including owners, drivers, conductors and support staff.
While recognising that bus sector reform shall be strongly influenced by political and social factors,
the CDP Consultant will inform the City on suitable mechanisms to allow their adoption of this
reform within the specific local context and regulatory environment and enable effective
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consultations and ultimately negotiations with affected parties. The reform strategy shall aim to
ensure a positive relationship between the City and operators and build a long-term commitment to
reform with the public authority as a driving force.
To support this agenda, the CDP Consultant shall determine the complete technical, financial,
operational, contractual and legal modalities of the compensation-association scheme, including the
following:
The CDP Consultant shall propose a formula or similar tool for compensation of existing licence
holders of bus routes affected by the Project. This should be based on sound management and
accounting principles of compensation for loss incurred by interruption of business activity, and
apply business practices to determine licence value through business value assessment (ongoing
turnover and profitability), including asset replacement value. The assessment should use sector
indicators, specific to the three Cities, and benchmark values available elsewhere as a basis for
accountability and transparency.
Suitable correlation to observed transfer value of existing licences should be made, if available (task
1-1). The formula should be based on objective and verifiable performance indicators such as:
Total ridership, revenue: possibly simplified as total vehicle-kilometres (observed from
vehicle operations) and average bus occupancy (observed/from survey), as appropriate from
the level of available data;
Profitability: either specific to bus operations, sector benchmark (international) or related to
small business sector, eg as capital or turnover ratio, depending on fluidity of business
environment, opportunities and secondary licence market; and
Asset value, at replacement value or other and considering liabilities, as baseline assessment
(minimum value)
The compensation formula may either be proposed for application or used as a reference for
development of other mechanisms (association, or alternative routes, as developed below).
Future operation of public transport services shall require effective coordination and integration
with existing bus services, notably as feeder routes, and to ensure efficient operation and capturing
of anticipated ridership levels.
The CDP Consultant shall explore other options, such as transfer of existing licence(s) to alternative
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routes and opportunities for new business opportunities, outside of the urban transport sector. These
options shall be assessed in close collaboration with the City, incorporate initiatives of actors such
as chambers of commerce and/or business associations at City level and based on consultations with
operators and their representative bodies.
These should be anticipated to support the transition process for operators, either within the sector
or transferring to other business opportunities. The CDP Consultant shall develop a support
programme based on company management practice and small business development to inform and
train existing operators of the new opportunities. The programme should include measures for staff
reconversion, supported by the City and/or MoT-LTRC.
The CDP Consultant shall determine a suitable method and process for reform of existing operators
to allow specific and detailed negotiation with the City to implement the reform programme. This
should aim to establish the above-mentioned formula with sound rules and principles to enable the
process to be applied for all surrounding cities and expanded elsewhere whilst allowing
consideration of specific requirements and context of each licence holder. The CDP Consultant
should indicate his proposed strategy for communication and negotiation, in particular considering
whether all options should be offered to licence-holders or selected options only, based on certain
criteria. The CDP Consultant shall also detail what strategy to adopt for routes which are only
partially affected (eg shortening of routes) or indeed those which may benefit from the new services
(eg increased ridership on feeder routes).
The CDP Consultant shall develop a roadmap and action plan for implementation of the
compensation-association scheme in conjunction with preparation and implementation of the new
bus services.
The proposed (draft) scheme shall be presented and discussed in a specific workshop to be
organised by the CDP Consultant with the City’s support. It is expected that the workshop will lead
to final recommendations being made..
Due to the prevalence of the mini-bus phenomenon in Khujand, this technical assistance will,
among other activities, design an institutional and regulatory framework for the introduction of
competitive route tendering for bus services. The new framework and tenders will have the
following multi-faceted objectives:
(a) phased replacement of the competition ‘on the routes’ (i.e., in the market) with competition ‘for
the routes’ (i.e., for the market);
(b) a gradual transformation of the sector toward public transport fleets with an appropriate
passenger capacity linked to passenger demand along specific routes;
(c) improved emission standards for the new fleet, which are appropriate and realistic for Khujand
and Tajikistan;
(d) service quality as stipulated in the PSC to be signed with the winning bus companies under
tender; and
(e) elimination of inefficient operational overlap between different operators, both public and
privately owned.
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Currently, the City grants basic operating licenses to minibus operators, with some basic operational
and fleet requirements attached to these licences. However, the City transport department needs to
establish an on-going route-tendering regime that will encourage fair and effective competition (i.e.,
competition “for the market”) to generate acceptable health, safety and environmental standards,
and better operational efficiency on the part of the private services to be provided in future by
varying vehicle capacities to match demand needs along each route.
In this regard, and based on the results of the route structuring exercise, the CDP Consultant shall:
Develop a Consultation Strategy for relevant stakeholders and organise information sessions to
inform the current minibus/minibus operators and other stakeholders of the objectives of the
City as Regulator and the rationale for the regulatory changes. The consultation process should
ensure sufficient transparency and disclosure of the main issues considered by the Regulator, the
feedback of the stakeholders and the responses to this feedback. Furthermore, the process should
be duly publicised on the website of the City administration and in other relevant local media.
Develop a framework to operationalise the ‘competition for the market’ concept, through
procedures and award criteria that provide for the proper incentives embedded into the tendering
process to create a tender that can generate effective competition and lead to improvements in
the standards of service and compliance with higher health and safety and environmental
standards. These incentives should manifest themselves in tender selection criteria, such as:
o legal formation of the bidding company;
o the percentage of owner’s equity;
o the number of units to be brought into operation under the new contract;
o previous operational experience;
o offer of price per km operated and/or price per passenger;
o value of number of minibuses offered to be “traded in” as part of the offer, as the case may
be for the route(s) under tender;
o share of the new bidder company to be held by former small mini/microbus operators in
Khujand; and
o level of air emissions and noise of the new fleet.
Structure the standard conditions for route tendering, multi-year PSC contract duration, and size
of the contract, minimum service standards, safety requirements, sanctions and penalties to be
contained within the new contracts.
Ensure that health, safety and environmental standards are met and in compliance with Tajik and
EU legislation or better.
Prepare a set of guidelines for the tendering procedure and a full set of tender documents for
competitive route tendering.
Advise the City on the most efficient timetable for the tendering process, any phasing of the
processes, as well as on the optimal staffing for tender management and contract/license
monitoring.
Prepare regulatory capacity and monitoring training modules for the City Regulator once the
new private bus services are in place.
The CDP Consultant will assist the City to carry out a pilot-tender including:
(i) Publication of tender announcements in the local and international media;
(ii) Issuing of tender documents;
(iii) Organising a pre-bid meeting, and assistance in reviewing and answering queries;
(iv) Assistance with tender opening;
(v) Drafting a tender evaluation report;
(vi) Advising on contract negotiations with the Preferred Tenderer; and
(vii) Reviewing contract documentation.
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The CDP Consultant will summarise the entire work programme described above, including a
comprehensive analysis and evaluation of the work process and the outcome of each stage in their
final report. The final report should include ‘lessons to be learned’ concerning the full contracting
process, and conclusions and recommendations for contracting out transport services in the future.
In parallel TC assistance (Integrated Urban Mobility Study), the Bank is supporting the
development of PSCs with all operators, both public and private, in the City. The PSCs to be
instituted in Khujand will incorporate the basic principles that ensure that the City receives a high
quality, efficient service provision by operators who have the proper performance-based incentives
and operational controls in place to deliver the public transport services.
The CDP Consultant will work with the City to develop the capacity and technical know-how to be
able to monitor effectively the new PSCs to be signed. This monitoring ability should include, inter
alia:
i) Developing the design of a public transport regulatory unit to specialize in the monitoring
role of the PSCs and the new competitively tendered bus contracts that will also be based on
the PSC approach;
ii) Developing a concrete set of staff assignment, roles, and tasks for each person assigned to
the new unit;
iii) Adhering to the operational coverage requirements of the City’s public transport operators,
and the geographical area concerned;
iv) Assessing the quality performance of all operators under the parameters (by formulae) set
out in the PSCs on the basis of which any compensation payments from the City to its
operators is to be calculated, in a way that avoids over-compensation for the municipally–
owned company;
v) Benchmarking certain industry costs for the provision of public transport services;
vi) Correctly calculating any public payments to be made for the provision of transport along
social routes (i.e., low-volume) and transport of any social categories of persons, under any
gross cost contracting based on Total Cost per Kilometre Operated within the PSC;
vii) Making suitable arrangements for ticketing and revenue collection;
viii) Maintaining proper records and contracts signed with regard to all PSC awards, describing
the basics of the contract signed (name, ownership, duration, description of service to be
rendered and types of compensation to be paid, and service quality and quantity targets);
ix) Ensuring the adherence of the operators to their obligations with regard to: vehicle type;
safety goals; service quality indicators; tariff plan; ticket sales, information and marketing to
customers;
x) Ensuring the City adheres to its obligations with regard to: payments for services rendered,
on a per kilometre basis; oversight and control of legal and contractual obligations; City
provision and maintenance of transport infrastructure and traffic control measures;
passenger complaints through surveys;
xi) Ensuring the City complies with all Technical Appendices of the PSCs, including: service
and operations plan; vehicle requirements; quality indicators; customer satisfaction index,
based on surveys; tariff, as agreed by the City; method of applying incentives and penalties;
and price indexation.
Once the PSC is determined with the City, the CDP Consultant should assist the City in carrying
out the first round of PSC signing with the Company and at least one private operator which has
won the competitive tendering process.
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4. EXISTING STUDIES
The CDP Consultant will review the existing Public Transport Market Study report prepared by
Corporate Solutions for the City in 2010 and Feasibility Study report prepared by AF-CityPlan and
KPM Consult in 2015, and will define a number of routes (either existing ones or new) to be further
assessed in terms of demand and competition. The review shall develop options for reform of the
urban public bus sector, through review of current capacities and practices, options to revise
existing route licences, development of compensation schemes, licence replacement schemes and
infrastructure and fleet requirements for bus routes.
The Company will appoint a Steering Committee to review and approve the deliverables of the
CDP Consultant as well as a Project Manager for the daily coordination of activities.
The Company will make available suitable office space for the CDP Consultant’s team and also
provide access to meeting rooms.
The CDP Consultant will be responsible for his experts’ transport, accommodation, living expenses,
communications, materials, printing and report preparation etc. The City will provide access to all
relevant information, studies, legal documents, etc. at no cost to the CDP Consultant.
The CDP Consultant will liaise with the Bank’s Operation Leader based in Dushanbe. The CDP
Consultant will submit to the Company, with a copy to the Bank, the following documents and
materials outlining in detail the results of the tasks defined in section 3 above (in both English and
Russian languages in hard and electronic format, PDF and DOC):
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Implementation
PSC Monitoring Development and 2 2 M+12 and
Implementation annual
FOPIP and CDP Monitoring 2 2 M+12 and
6-monthly
Audit reports September
2018, June
2 2
2019 and
June 2020
Maintenance and Repair Programme
2 2 M+27
developed and implemented
Corporate Development Programme
2 2 M+33
implemented
Part II –Stakeholder Participation and City Support Programme
Stakeholder Participation Programme 2 2 M+6
Implementation
Information Campaign M+12 and
2 2
annually
Part III –Support for Bus Sector Reform
Public Transport Route Structuring and 2 2 M+6
Network Plan
Bus Reform Mechanisms 2 2 M+12
Competitive Route Tendering for Private Bus 2 2 M+15
Services, Regulatory Monitoring
Bus Reform Mechanisms – Workshop 2 2 M+16
Bus Reforms – Final Outputs 2 2 M+18
Implementation
Bus Reforms – Monitoring, Regulatory 2 2 M+24 and
Support 6 monthly
Final Report with conclusions,
2 2 M+36
recommendations and lessons learned
M = commencement date of the assignment
Given the assignment is funded through the EBRD’s donor funded technical cooperation
programme; the CDP Consultant will be required to support the client to ensure visibility of these
resources. Support on these visibility aspects can be obtained from the Bank’s Communications
Department. Measures could include but not be limited to:
All documents produced by the CDP Consultant should mention donor support and bear the
logo of the donor, when appropriate.
Donor support to the project should be acknowledged in any public communication (press
releases, launch of facilities)
Local representatives of donors should be invited to any public event organised to promote the
project (press conferences, inaugurations, possibly stakeholder participation programmes)
Assist the Bank in collection of data and development of donor reports on quarterly basis
The Bank may provide some donor visibility guidelines to the Consultant at the start of the
Assignment.
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6. CONSULTANT PROFILE
The CDP Consultant will ensure that appropriately qualified experts are available, as required, for
each of the different tasks outlined above. It is expected that the assignment will be led by an
appropriately qualified project manager, accompanied by both key and supporting experts.
It is expected that the team will include a resident Team Leader, who will spend a significant
portion of the assignment working on site.
It is anticipated that the CDP Consultant’s team shall include the following professional expertise
with short-term support as required:
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10) Bus Operations & preferably 5 years’ experience in public transport projects,
Fleet Management including experience in projects of similar scope and
Expert complexity.
fluency in written and spoken English is essential
ability to work in Russian will be considered an advantage.
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11) Public Sector experience in Central Asia of working on projects where public
Procurement Expert sector and IFIs’ (international financial institutions’)
procurement policies and rules were applied.
fluency in written and spoken English is essential
ability to work in Russian will be considered an advantage.
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CONSULTANCY CONTRACT
<< country_name2>>
<<contract_title5>>
between
<<client_name5>>
and
<<org_name4>>
<<date_today6>>
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CONSULTANCY CONTRACT
PREAMBLE
OR
WHEREAS the European Bank for Reconstruction and Development (the "Bank", EBRD), an
international financial institution established under the Agreement Establishing the European Bank
for Reconstruction and Development, a multilateral treaty signed in Paris on 29th May 1990, with its
headquarters at One Exchange Square, London EC2A 2JN, United Kingdom, has been requested to
consider financing an investment project (the “Project”) to be implemented by the Client;
WHEREAS the Client has requested the Consultant to provide services (the “Services”) necessary
for the effective implementation of the Project;
WHEREAS the Consultant has agreed to provide the Services on the terms and conditions set forth
in this Contract;
WHEREAS by an Agreement dated <<date_today8>> between the Client and the Bank (the
“Grant Agreement”), the Bank has agreed to make funds available for the purpose of contributing
to the financing of the Services from the <<fund_name3>> up to [contract_currency][contract_amt]
as a grant.
ARTICLE I
1.01 Definitions
In this Contract, the following capitalised terms shall have the following meanings:
a) Bank or EBRD: means the European Bank for Reconstruction and Development.
b) Budget Breakdown: means (i) in a Fee Based Contract, the schedule, which itemises rates, per
diem allowances and the provision for any reimbursable expenses and (ii) in a Lump Sum
Contract, the schedule on which the Maximum Contract Amount is expressed on an all-
inclusive basis.
c) Client: means the party to whom the Services under this Consultancy Contract shall be
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delivered.
e) Country of Assignment: means the country wherein the Services are to be provided and/or the
country of the Client.
f) Donor: means the provider of the Grant funds as specified in the Preamble Grant Agreement.
g) Experts: means those individuals listed in Schedule B who will be performing the Services.
h) Fee Based Contract: means a contract under which services are provided on the basis of
chargeable time at a fixed fee rate.
i) Grant: means the amount of funds to be made available by the Donor to the Bank, as
administrator, for the purposes of financing the Consultancy Contract.
j) Grant Agreement: means the Agreement between the Bank and the Client and all appendices
attached thereto as the same may be amended from time to time.
k) Lump Sum Contract: means a contract under which the services are provided on the basis of
an agreed all-inclusive payment.
l) Maximum Contract Amount: means the maximum amount to be paid to the Consultant under
this Contract, including all fees, allowances and reimbursable expenses as set out in Appendix 1
excluding any indirect taxes (including VAT) chargeable in respect of this Contract or the
Services provided hereunder, which are not otherwise recoverable by the Consultant.
m) Operation Leader: means the Bank staff member responsible for monitoring the
implementation of the Consultancy Contract on behalf of the Bank.
n) Services: means the services to be performed by the Consultant as set out in this Contract.
o) Terms of Reference: means the requirements and the objectives in respect of the provisions of
Services, specifying, where relevant the methods and resources to be used by the Consultant
and/or the results to be achieved and as set out in Schedule A.
1.02 Interpretation
(a) The headings in this Contract are for convenience only and shall not affect its interpretation.
(b) In this Contract, reference to an Act is to such Act and to the regulations made pursuant to
such Act as such Act and regulations may at any time be amended or modified and in effect,
and to any act or regulations that may be passed that have the effect of supplementing or
superseding such act or regulations.
(c) In this Contract, a reference to any gender includes a reference to all other genders, the
singular number shall include the plural and vice versa and references to persons shall include
bodies corporate, unincorporated associations and partnerships. Reference to a person shall include
successors and permitted assigns.
The Consultant shall perform the Services under this Contract in accordance with the Terms of
Reference set forth in Schedule A.
The Consultant will commence the Services no later than the dates or events specified in Appendix
I.
ARTICLE II
Expert(s)
2.01 Expert(s)
(a) The Services shall be carried out by the Experts specified in Schedule B for the respective
periods of time which may be indicated in this Contract. The Consultant and the Client may
agree upon minor adjustments to such periods as may be appropriate to ensure the efficient
performance of the Services, provided that such adjustments will not cause payments made
under the Contract to exceed the Maximum Contract Amount.
(b) The Consultant may grant the Experts holiday and sick leave in accordance with its usual
practice provided that the Services are provided within the time frames indicated in Appendix
1 and Schedule A. If the holidays and sick leave cause disruption to the Project, the Client
may require leave to be limited to four (4) weeks in a year.
(c) Except as the Client may otherwise agree no changes shall be made in the Experts, provided,
however, that if for any reason beyond the reasonable control of the Consultant it becomes
necessary to replace any of the Experts, the Consultant shall forthwith assign as a
replacement, a person of equivalent or better qualification, at the same rate of remuneration
set out in Schedule B. In this event prior written agreement from the Client will be necessary.
(d) In the event that any Expert is found by the Client to be incompetent in discharging their
assigned duties, the Client may request the Consultant forthwith to provide a replacement
person with qualifications and experience acceptable to the Client.
(e) Any expenses incurred by reason of replacement of Experts pursuant to Clause 2.01 (c) or (d)
shall be borne by the Consultant. Except as the Client may otherwise agree the Consultant
shall bear all additional travel and other costs arising out of or incidental to any replacement
and the remuneration to be paid for the replacement person shall not exceed the remuneration
which would have been payable to the person replaced.
The Consultant shall ensure that at all times during which the Services are provided in the Country
of Assignment, a project manager, acceptable to the Client, shall take charge of such operations (the
"Project Manager"). The Project Manager shall be responsible for liaison between the Consultant's
Headquarters and the Client. The Project Manager shall be responsible for providing progress
reports on delivery of the Services within a reasonable time upon request by the Client.
ARTICLE III
(a) Payments under this Contract shall not exceed the aggregate amount of [CCY9] XXX
(the “Maximum Contract Amount”).
(b) Maximum Contract amount does not include indirect taxes (including VAT) on
Services, if chargeable in respect of the Services or this Contract provided hereunder.
(c) Any indirect taxes chargeable in respect of this Contract or the Services provided
hereunder shall be paid by the Client for the Consultant. Provision of this Sub-Clause is
not applicable to any of the Consultant’s subcontractors.
(d) No element of the Grant shall be used for financing any indirect taxes referred to in sub-
paragraph (c) above.
Except as otherwise agreed between the Client and the Consultant any payment under this Contract
shall be made in the currency specified in Appendix I.
(a) The Client shall pay or cause to be paid to the Consultant amounts properly due in respect of
the Services, subject to the Maximum Contract Amount, plus any indirect taxes (including
VAT) payable, and the terms of this Contract.
(b) Where the fees are expressed in terms of daily rate, the time spent in performing the Services
shall be determined on the basis of the number of working days actually spent by the Expert
in performing the Services including necessary travel time. Except as otherwise agreed
between the Client and the Consultant, no payments shall be made to the Consultant in respect
of work performed other than during the Term of Engagement specified in Appendix I.
Calculation of fees payable on a monthly basis shall be based on a maximum of twenty-two
(22) working days per calendar month.
(c) Where the fees are expressed in terms of a daily rate, the fee – unless otherwise specified in
Schedule B - shall include the Consultant's and/or Experts':
(i) overhead;
(ii) ancillary services, such as secretarial and research services;
(iii) administrative expenses, such as e-mail, telephone and documentation expenses,
(iv) equipment and office supplies; and
(v) other sundry and miscellaneous expenses that may be incurred for the purpose of the
services, unless otherwise specified in Schedule B.
Per diem and allowances, if any, shall be paid separately in accordance with Schedule B.
(d) Where the fees are expressed in terms of a lump sum against deliverables, the fee shall
include the Consultant's and/or Experts':
(i) overhead;
(ii) ancillary services, such as secretarial and research services;
(iii) administrative expenses, such as e-mail, telephone and documentation expenses,
(iv) equipment and office supplies; and
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(v) other sundry and miscellaneous expenses including any per diem and allowances that
might be applicable and may be incurred for the purpose to the services unless
otherwise specified in Schedule B.
(e) The overhead, whether daily-rate or lump sum, specified in Schedule B shall be deemed to
include provision for all leave, insurance, social welfare or pension charges or contributions
to which the Consultant and/or Expert may be or may become liable to pay (by law or by
agreement) during the Term of Engagement. The Consultant has full and sole responsibility
for complying with all applicable laws, regulations, administrative rules and guidance in this
respect and shall indemnify the Client against any claim made against the Client for non-
compliance, thereof, whether made before or after the termination or expiry of the Contract.
Where the Contract is a Fee Based Contract, the Consultant may be paid the following allowances,
costs and expenses at the rates and if so provided in Appendix B, subject to the provisions of the
Contract:
(a) a per diem allowance for each night the Expert is required by the Contract to be away from
his or her usual place of residence. The per diem allowance shall cover costs of the hotel
room, food and incidental expenses, but not local travel. Unless other rates are specified in
Schedule B, per diem allowances will be paid according to the United Nations per diem rates
in force at the time for the place and Country of Assignment, as published under the title
“Schedule of Daily Subsistence Allowance Rates” by the International Civil Service
Commission. Where the Contract is fully or partly EU funded, EU Per diem rates shall not be
exceeded and can be obtained from
http://europa.eu.int/comm/europeaid/perdiem/liste1_en.htmhttp://ec.europa.eu/europeaid/wor
k/procedures/implementation/per_diems/index_en.htm. No per diem allowance shall be paid
for periods of leave or for the day of return.
(b) an accommodation allowance when the Expert is required by the Contract to be away from
the usual place of residence and to reside in the Country of Assignment for a period of three
(3) months or more. For the purpose of determining this period as well as the entitlement to
the allowance, short absences from the Country of Assignment shall not be counted.
(c) transport expenses actually and properly incurred by the Expert(s) in travelling for the
purpose of the Services. All travel should be via the most cost effective routes and methods
available; air travel is only authorised at Economy Class fare (commonly designated as fare
basis Y). Original ticket stubs and invoices shall be required as evidence of payment, together
with boarding cards and travel agency receipts. Travel by train may be made in first class,
apart from EuroStar, which shall be by second class. Travel by a private car may only be
used if expressly stated in the Contract. Private car costs shall be reimbursed at the mileage
specified in Schedule B.
(d) other miscellaneous expenses of the Consultant or the Expert(s) arising directly out of the
Services, to the extent they are specified in Schedule B.
All reimbursable expenses shall be reimbursed at actual cost, unless otherwise explicitly provided in
Schedule B, and in no event shall reimbursement be made in excess of the Maximum Contract
Amount.
Where it shall be necessary to determine the equivalent of an amount in one currency in terms of
another for the purposes of:
the conversion shall be made on the basis of the exchange rate set out in the Financial Times on the
first Monday of the month of the invoice, if it is convertible, or against submission of evidence of
the exchange rate applied when purchasing local currency for the corresponding reimbursable
expenses.
(a) Where the Term of Engagement is less than two months, the fees, per diem allowance and
reimbursable expenses owing to the Consultant, shall be payable upon satisfactory completion of
the Term of Engagement or termination of the Contract whichever is earlier after deduction of any
advance payments made to the Consultant.
(b) When the Term of Engagement is two months or more, the Consultant shall be paid in such
periodic instalments as specified in the Contract.
(c) Within thirty (30) days of receiving a correctly presented invoice from the Consultant for the
advance payment (if any) the Bank, on behalf of the Client, shall pay or cause to be paid the
advance payment to the Consultant subject to the conditions set out in Appendix I.
(d) The Consultant shall submit to the Client an itemised invoice in respect of the relevant period
during the Term of Engagement showing the amounts payable under the Contract, supported
by such receipts, vouchers, invoices, time sheets and other evidence as the Client or Bank may
reasonably require. The details of the bank account, as set out in Appendix I, where payment
shall be made must be supplied on each invoice. Invoices shall be submitted and payments
made in accordance with Appendix I and with the Payments provisions specified in Schedule
B. The Consultant shall submit a copy of the itemised invoice referred to in this Clause to the
Bank for information purposes only and on the understanding that the Bank will not be
authorised to release payment for the invoice until the original invoice is approved and
forwarded to the Bank by the Client.
Within thirty (30) days of the receipt of any invoice, other than that referred to in Clause
3.06(c) (above), the Client shall confirm to the Bank that the invoiced amounts are correct and
payable to the Consultant by sending the Bank confirmation of its approval and authorising
payment of the invoice.
(e) If the payment schedule provides for payments against deliverables, as soon as practicable
and no later than the fifteenth (15th) day after a deliverable has been appropriately approved by the
Client, the Consultant shall submit to the Client and the Bank, an invoice itemised according to
Schedule B, expressed in the currencies provided for in Clause 3.02 of the Contract and
accompanied by appropriate evidence of the submission and approval of the deliverable, as well as
by receipted invoices, vouchers, tickets and other appropriate supporting materials as applicable, of
the amounts payable.
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(f) The Client may withhold or cause to be withheld payment of all or any portion of an invoice
that is not satisfactorily supported with such documentation that is reasonably requested provided,
however, that if any discrepancy should be found to exist at any time between payment actually
made to the Consultant and costs authorised to be incurred by such a Consultant, the Client may add
or subtract the difference from any subsequent payment(s).
(g) Payments in respect of any costs that would exceed the estimates set forth in Schedule B
may be chargeable to the contingency amounts provided for in the respective estimates only if such
costs are approved by the Client in writing prior to being incurred, and subject always to the
Maximum Contract Amount not being exceeded.
(h) Final payment under this Clause 3.06 shall be made only after the final report and a final
invoice, identified as such, have been submitted by the Consultant and approved as satisfactory by
the Client.
(i) Any payment made by the Client of (i) amounts not due under the Contract, or (ii) any
amount in excess of the fees and costs actually incurred, (except as applicable when payments have
been agreed to be made as a fixed fee or lump sum against deliverables) will be reimbursed by the
Consultant to the Client within thirty (30) days after receipt by the Consultant of relevant notice.
(j) All payments to the Consultant under this Contract shall be made solely to the bank account
of the Consultant specified in Appendix I.
ARTICLE IV
The Client confirms that it has the power to enter into and perform this Contract and that the
Contract constitutes a legal, valid and binding obligation of the Client enforceable in accordance
with its terms.
(a) Subject to Clause 5.03, the Client shall use its best efforts to ensure that the Government of
the Country of the Assignment shall exempt the Consultant from any taxes, duties, fees, levies
and other impositions imposed under the laws and regulations which are in effect in the
Country of Assignment, provided that if the Client cannot obtain such exemption any such tax
shall be borne by the Client. Any such tax shall not be calculated or included as part of the
Maximum Contract Amount.
(b) The Client's obligation to seek exemption from taxes, duties, fees, levies and other 'charges'
applies in respect of the following:
(i) any payments made to the Consultant, other than payments to nationals of the Country
of Assignment, in connection with the carrying out of the Services; and
(ii) equipment, materials and supplies brought into the Country of Assignment for the
purpose of carrying out the Services and which, after having been brought into such
territories, will be subsequently withdrawn therefrom; and
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(iii) any property brought into the Country of Assignment by the Consultant, the Expert(s),
or the eligible dependants of the Expert(s) for their personal use or consumption which
will be consumed in the Country of Assignment or will subsequently be withdrawn
therefrom upon the departure of the Consultant and the Expert(s) from the Country of
Assignment.
(c) Any equipment imported for the purpose of carrying out the Services and paid for out of
funds provided under this Contract will be treated as the property of the Client.
(d) The Consultant and the Expert(s) shall follow the usual customs procedures in the Country of
Assignment concerning the import of property.
(e) If the Consultant or Expert(s) fail to withdraw, and instead disposes in the Country of
Assignment, any property upon which customs duty and taxes have been exempted, the Consultant
shall pay such customs duties and taxes in conformity with the applicable regulations.
To the extent it is able, the Client shall use its best efforts to:
(a) assist the Consultant and each of the Expert(s) to obtain the necessary work permit(s) and
such other documents as shall be necessary to enable them to perform the Services;
(b) if applicable, assist the Expert(s) and, if appropriate their eligible dependants, to obtain all
necessary entry and exit visas, residence permits, exchange permits and travel documents
required for any stay in the Country of Assignment to perform the Services.
(c) facilitate clearance through customs of any property required for the Services and of the
personal effects of the Expert(s) and their eligible dependants;
(d) provide all such information to government officials, agents and representatives as may be
necessary or appropriate for the prompt and effective performance of the Services; and
(e) assist the Consultant, the Expert(s) or approved sub-contractors employed by the Consultant
for the Services to be exempted from requirements to register or obtain any permit to practice
their relevant profession(s) or to establish themselves either individually or as a corporate
entity according to the laws of the Country of Assignment.
The Client warrants that the Consultant and Expert(s) shall have, free of charge, unimpeded access
to all land in respect of which access is required for the performance of the Services. The Client
shall be responsible for any damage to such land or property thereon resulting from such access
(other than damage caused by the wilful default or negligence of the Consultant or the Expert(s))
and the Client shall indemnify the Consultant and each of the Expert(s) in respect of liability for any
such damage.
The Client shall make available to the Consultant and the Expert(s), for the purpose of the Services,
in a timely manner and free of any charge, the counterparts, services, facilities, equipment and
property described in Schedule A.
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ARTICLE V
(a) The Consultant shall carry out the Services with due diligence and efficiency, and shall
exercise such reasonable skill and care in the performance of the Services as is consistent with
sound professional practices.
(b) The Consultant shall act at all times so as to protect the interests of the Client and shall take
all reasonable steps to keep all expenses to a minimum, consistent with sound professional
practices. The Consultant shall fully co-operate with the Bank to allow it to fulfil its
monitoring obligations and facilitate reporting to the Bank or the Donor on how their funds
are being used for the Services and the Project.
5.02 Records
(a) The Consultant shall keep accurate and systematic records and accounts in respect of the
Services in such form and detail as is customary in the profession and as shall be sufficient to
establish accurately that the costs and expenditure referred to in Article III have been duly
incurred.
(b) Upon reasonable notice, the Consultant shall permit the duly authorised representatives of the
Client and the Bank, from time to time to inspect its records and accounts relating to the
Services and to make copies and shall permit the Client, the Bank, or any person authorised
by the Client or the Bank, from time to time, to audit such records and accounts during the
performance of the Services.
The Consultant shall determine whether any direct or indirect taxes, including VAT, are payable or
chargeable by the Consultant in respect of the Services or this Contract. The Consultant shall take
all appropriate and reasonable steps to eliminate or minimise any such tax, including without
limitation registration of this Contract pursuant to any bilateral agreement concerning exemption
from taxation of aid funding between the government of the Donor and the Country of Assignment
or any double taxation treaty between the governments of the Country of Assignment and the
Consultant's country.
5.04 Information
The Consultant shall furnish the Client and the Bank with such information relating to the Services
as the Client and the Bank may from time to time reasonably request.
(a) Except with the Clients' prior written approval, which the Client may withhold at its
discretion, the Consultant shall not assign or transfer the Contract or any part thereof nor
engage any independent consultant or sub-contractor to perform any part of the Services.
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(b) When the Consultant is permitted to associate with individual consultants, consultancy firms,
partnerships, entities or other persons, in a consortium or through subcontracting or
association, as appropriate, the Consultant will ensure that each such consortium member,
subcontractor and/or associate fully complies with the Consultant's obligations under this
Contract. The Consultant shall be liable for the acts or omissions of such consortium
members, subcontractors and/or associates. The Consultant will not be relieved of its
obligations under this Contract by use of such individual consultants, firms, partnerships,
entities or other persons. Such permitted individual consultants, firms, partnerships entities or
other persons in the consortium, association or subcontracting arrangement may only be
changed with the prior consent of the Client and the Bank.
(c) In the event that any such independent consultants or sub-contractors are found by the Client
to be incompetent in discharging their assigned duties, the Client may request the Consultant
forthwith either to provide a replacement consultant or sub-contractor with qualifications
experience and a rate of remuneration acceptable to the Client or to resume the performance
of the Services itself.
5.06 Confidentiality
Except with the prior written consent of the Client, the Consultant shall not disclose nor cause or
permit the Consultant's Expert(s), employees, agents and sub-contractors to disclose to third
persons nor use for the Consultant's own purposes any information relating to the Services, the
Project, the Client or the Bank, including information in respect of rates of remuneration and
conditions of contracting. The Consultant may provide such data and information if required by
applicable law or regulation, but only that portion of the data or information, which, to the extent
permitted, by the relevant law or regulatory requirement is legally required to be furnished. If such
a demand is made the Consultant shall promptly inform the Client and the Bank. This provision
shall survive the termination and expiration of the Contract.
Except with the prior written consent of the Client and the Bank, the Consultant agrees that during
and for a period of two years following the termination of this Contract, the Consultant’s and or
Expert(s)’ participation in the Project shall be limited to the provision of the Services, hereby
disqualifying them and any other contractor, consulting firm, manufacturer or individual with which
the Consultant is associated or affiliated from the provision of goods, works and services (other than
the Services) for the Project, and for tendering for any part of the Project. For the purpose of this
Clause “affiliate” means any other person that directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under the common control with, the Consultant;
“control” (including the terms “controlling”, “controlled by” and “under common control with”)
means the possession, direct or indirect, of the power to direct or cause the direction of the
management, policies or activities of a person, whether through the ownership of securities, by
contract or agency or otherwise.
The Consultant shall ensure that no circumstances arise during the Term of Engagement in which
the Consultant’s activities under the Contract conflict or might conflict with the personal interest of
the Consultant or the Expert(s) or with any services which the Consultant or the Expert(s) may
render to third parties.
(a) For the purposes of this provision, the following definitions will apply:
(a) a "Coercive Practice" which means impairing or harming, or threatening to impair or harm,
directly or indirectly, any party or the property of the party to influence improperly the
actions of a party;
(b) a "Collusive Practice" which means an arrangement between two or more parties designed
to achieve an improper purpose, including to influence improperly the actions of another
party;
(c) a "Corrupt Practice" which means the offering, giving, receiving or soliciting, directly or
indirectly, of anything of value to influence improperly the actions of another party;
(d) a "Fraudulent Practice" which means any act or omission, including a misrepresentation,
that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or
other benefit or to avoid an obligation;
(e) a "Misuse of the Bank’s Resources or Bank Assets " which means improper use of the
Bank’s Resources, committed either intentionally or through reckless disregard;
(f) an "Obstructive Practice" which means (1) destroying, falsifying, altering or concealing of
evidence material to a Bank investigation, which impedes the Bank’s investigation; (2)
making false statements to investigators in order to materially impede a Bank investigation
into allegations of a Prohibited Practice; (3) failing to comply with requests to provide
information, documents or records in connection with a Bank investigation; (4) threatening,
harassing or intimidating any party to prevent it from disclosing its knowledge of matters
relevant to a Bank investigation or from pursuing the investigation; or (5) materially
impeding the exercise of the Bank’s contractual rights of audit or inspection or access to
information; and
(g) a "Theft" which means the misappropriation of property belonging to another party.
(ii) "Bank Assets" means any property or asset owned or administered by the Bank, including the
Bank’s name, intellectual property and registered service marks.
(iii) Bank Resources" means the Bank’s ordinary capital resources, Special Funds resources, and/or
cooperation funds or trust funds administered by the Bank.
(iv) Mutual Enforcement Institution" means an international organisation that has entered into an
agreement with the Bank, pursuant to which such institution and the Bank agree to the mutual
enforcement of debarment decisions made by each other, provided that such other institution has
given notice to the Bank that it has fulfilled all requirements for the implementation of such
agreement and has not subsequently withdrawn from such agreement.
The Client without prejudice to any other remedy for breach of the Contract by written notice of
termination sent to the Consultant, may terminate this Contract forthwith if the Consultant or
Expert(s), in the judgement of the Client, has engaged in prohibited practices in competing for or in
executing the Contract.
(b) The Bank will cancel the portion of the Bank financing allocated to the Contract if it at any time
determines that Prohibited Practices were engaged in by representatives of the Client during the
procurement or the execution of that contract, without the Client having taken timely and
appropriate action satisfactory to the Bank to remedy the situation;
(c) The Bank may declare the Consultant, the Consultant’s Expert(s), employees, agents or sub-
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contractors ineligible, either indefinitely or for a stated period of time, to be awarded a Bank-
financed contract if it at any time determines that the firm has engaged in Prohibited Practices in
competing for, or in executing, a Bank-financed contract;
(d) The Bank reserves the right, where a Client or the Consultant, the Consultant’s Expert(s),
employees, agents or sub-contractors, has been found by the final judgement of a judicial
process in a member country of the Bank or by the enforcement (or similar) mechanism of
another international organisation, including Mutual Enforcement Institutions to have engaged
in Prohibited Practices:
(i) to cancel all or part of the Bank financing for such Client or beneficiary; and
(ii) to declare that such a firm is ineligible, either indefinitely or for a stated period of
time, to be awarded a Bank-financed contract.
Nothing contained herein shall be construed as establishing or creating between the Client and the
Consultant or between the Bank and the Consultant the relationship of master and servant or
principal and agent, it being understood that the position of the Consultant and of anyone else
performing the Services is that of an independent contractor.
5.11 Indemnities
(a) The Consultant shall fully indemnify, protect and defend at the Consultant's own expense, the
Client and its agents and employees, from and against any and all actions, claims, losses or
damages arising out of any violation by the Consultant or the Expert(s) of any (i) applicable
law or regulations, or (ii) intellectual property rights of third parties, such as copyright,
industrial design, or patents in the course of performance of the Services.
(i) indemnify, protect and defend, at the Consultant's own expense, the Client, its agents
and employees, from and against any and all actions, claims, losses or damages arising out of
the Consultant's failure to exercise the skill and care required under Clause 5.01(a) or breach
of any of its obligations under this Contract provided, however, the Consultant's liability
under this Clause 5.11(b) shall be limited, to actions, claims, losses or damages directly
caused by such failure to exercise the said care and skill or breach, and shall not include
liability for indirect or consequential damages.
(ii) in addition to any liability the Consultant may have under subparagraph (i) at its own
cost and expense, upon the request of the Client, re-perform the relevant Services in the event
of its failure to exercise the care and skill required under Clause 5.01 (a) or its breach;
provided, however, that the Consultant shall have no liability for actions, claims, losses or
damages occasioned by (a) the Client's having overridden a decision or recommendation of
the Consultant or having required the Consultant to implement a decision or recommendation
with which the Consultant did not agree and such disagreement was communicated to the
Client in writing, or (b) the improper execution of the Consultant's instructions by agents,
employees or independent contractors of the Client.
In any event the Consultant's indemnity to the Client under this Clause 5.11(b) shall not exceed the
amount set out in Appendix I.
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The Consultant shall respect and abide by all applicable laws and regulations, in the Country of
Assignment and elsewhere, and shall use its best efforts to ensure that the Expert(s) and their
dependants while in the Country of Assignment, and local employees the Consultant might hire,
respect and abide by all laws and regulations of the Country of Assignment.
(a) Equipment supplied by the Client for the Services shall remain at all times the property of the
Client and shall be returned to the Client in accordance with procedures to be determined by
the Client.
(b) Equipment and materials provided by the Consultant for the Services shall remain the
property of the Consultant, unless otherwise agreed.
(c) Equipment purchased by the Client or by the Consultant for the purpose of performing the
Services and funded wholly or partly under this Contract shall be the property of the Client,
unless otherwise agreed by the Bank. The Bank may direct the Client to deliver and dispose
any such equipment.
All reports and relevant data and information such as maps, diagrams, plans, databases statistics and
supporting records or material complied or prepared in the course of the Services shall be
confidential and shall be the absolute property of the Client. The Consultant agrees to deliver all
these materials to the Client upon completion of this Contract. The Consultant may retain a copy of
such data but shall not use the same for purposes unrelated to this Contract without the prior written
approval of the Client
5.15 Insurance
(a) The Consultant shall take out and maintain at its own cost adequate professional liability
insurance as well as adequate insurance against third party liability and loss of or damage to
equipment purchased in whole or in part with funds provided by the Client. The Consultant
shall ensure that the minimum amount of cover under the policy is not less than the amount
specified in Appendix I. The Consultant shall ensure that such insurance is in place prior to
commencing the Services.
(b) The Client undertakes no responsibility in respect of any life, health, accident, travel or other
insurance which may be necessary or desirable for the Consultant, Expert(s), sub-contractors,
or specialists associated with the Consultant for purpose of the Services, nor for any
dependant of any such person.
(c) The Client reserves the right to require original evidence that the Consultant has taken out the
necessary insurance.
(a) All reports and recommendations and general correspondence from the Consultant to the
Client and all documents prepared by the Consultant under this Contract shall be in the
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(b) All reports, findings, information, work and documents to be provided to the Client shall be
created in the version of the software application identified in Appendix I.
In the event that the Consultant encounters delay in obtaining personnel, facilities, equipment or
property to be provided by the Client according to Clause 4.05 or when their performance or
function do not meet the requirements set forth in Schedule A, the Consultant shall promptly notify
the Client of such delay or difficulty, and may request an appropriate extension of time for
completion of the Services or, upon approval, purchase required services or facilities at the cost of
the Client.
The Client and the Consultant hereby acknowledge and agree that in consideration of the Bank
reviewing, and processing payment for, the Services provided by the Consultant to the Client, the
Bank shall not be liable to either the Client or the Consultant for any claims, proceedings, costs,
liabilities, expenses, loss or damage arising out of or in connection with any act or omission
(whether contractual negligent, tortuous or otherwise) of the Consultant’s, its employees, sub-
contractors or agents including the Consultant’s or the Expert(s) performance of the Services
whether satisfactory or otherwise or any breach of any laws or regulations by the Consultant,
Expert(s) or its employees, sub-contractors or agents.
ARTICLE VI
General Provisions
If any of the following events shall happen and be continuing, the Client may by written notice to
the Consultant suspend in whole or in part payments due thereafter to the Consultant under the
Contract:
(a) the Bank shall have suspended disbursements to the Client in respect of the Project or the
Grant;
(b) a default shall have occurred on the part of the Consultant in the performance of the Contract
and if remediable the Consultant, shall have failed to remedy the default within thirty (30)
days of being notified by the Client of the default; or
(c) any other condition has arisen which, in the reasonable opinion of the Client, interferes or
threatens to interfere, with the successful carrying out of the Services or the accomplishment
of the purposes of the Contract in which case thirty (30) days written notice shall be given.
(a) If any of the following events shall have happened and be continuing, the Client may by
written notice to the Consultant terminate the Contract:
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(i) any of the conditions referred to in Article 6.01 shall continue for a period of
thirty (30) days after the Client shall have suspended in whole or in part
payments due to the Consultant.
(ii) the Project or the Grant Agreement shall have expired or been terminated.
(b) In any event, the Client may terminate the Contract at any time by giving no less than thirty
(30) days prior notice to the Consultant.
The Consultant shall promptly notify the Client in writing of any situation or of the occurrence of
any event beyond the reasonable control of the Consultant, which makes it impossible for the
Consultant to carry out its obligations. Upon confirmation in writing by the Client of the existence
of any such situation or event, or upon failure of the Client to respond to such notice within thirty
(30) days of receipt thereof, the Consultant shall be relieved from all liability from the date of such
receipt for failure to carry out such obligations, and the Consultant may thereupon terminate the
Contract by giving no less than thirty (30) days prior written notice.
(a) Upon termination of the Contract under Clause 6.02, the Consultant shall take immediate
steps to terminate the Services in a prompt and orderly manner, reduce losses and to keep
further expenditures to a minimum.
(b) Upon termination of the Contract (unless such termination shall have been occasioned by the
default of the Consultant), the Consultant shall be entitled to be reimbursed in full for such
costs as shall have duly incurred prior to the date of such termination and for reasonable costs
incidental to the orderly termination of the Services, the return travel of the Expert(s) and the
reshipment of the personal effects and equipment of the Consultant, but shall be entitled to
receive no other or further payment, subject always to the Maximum Contract Amount.
(a) This Contract shall be governed by and construed in accordance with the law specified in
Appendix I.
(b) Any dispute which arises out of the Contract, which cannot be amicably settled, between the
parties shall be referred for resolution to international arbitration as specified in Appendix I.
The resulting award shall be final and binding on the parties and shall be in lieu of any other
remedies.
(a) If either party is temporarily unable by reason of Force Majeure or the laws or regulations of
the Country of Assignment to meet any obligations under the Contract, and if such a party
gives to the other party written notice of the event within fourteen (14) days after its
occurrence, such obligations of the party as it is unable to perform by reason of the event shall
be suspended for as long as the inability continues.
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(b) Parties shall take all reasonable measures to minimise the consequences of any event of Force
Majeure.
(c) Neither party shall be liable to the other party for loss or damage sustained by such other
party arising from any event referred to in Clause 6.06(a) or delays arising from such event.
(d) 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.
(e) During the period of their inability to perform the Services as a result of an event of Force
Majeure, the Consultant shall be entitled to continue to be paid under the terms of this
Contract as well as to be reimbursed for any additional costs reasonably and necessarily
incurred by them during such period and in reactivating the Services after the end of such a
period.
(f) The term “Force Majeure”, as employed herein shall mean acts of God, strikes, lock-outs or
other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots,
epidemics, landslides, earthquakes, storms, lightning, floods, washouts, civil disturbances,
explosions, and any other similar events, not within the control of either party and which by
the exercise of due diligence neither party is able to overcome.
The Contract may be varied only by written agreement between the parties. All such variations,
including variations in the cost estimates and in the amount specified in Clause 3.01(b) shall be in
writing and shall be signed by the duly authorised representatives of the parties.
Any document or communication delivered pursuant to this Contract shall be in the language
specified in Appendix I.
This Contract (including all Appendixes and Schedules) as amended from time to time in
accordance with the foregoing provisions contains the entire agreement between the parties and
supersedes all prior arrangements whether written or oral, express or implied.
The following Clauses 3.03(e), 5.02, 5.06, 5.10, 5.11, 5.13, 5.14, 5.18 and 6.05 shall survive the
termination or expiry of this Contract.
ARTICLE VII
The Contract shall become effective upon the date specified and unless earlier terminated in
accordance with its terms, shall remain in full force until the Services and all payments due and
owing therefore have been completed, at which time the parties hereto shall be mutually released
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Any action required or permitted to be taken, and any documents required or permitted to be
executed, under this Contract may be taken or executed by the Consultant or on its behalf and on
behalf of the Client by the authorised persons specified in Appendix I.
Any notices or requests required or permitted to be given or made under this Contract shall be in
writing in the language specified under Clause 6.08. Such notice or request shall be deemed to be
duly given or made when it shall be delivered by hand, first-class registered mail, e-mail or
facsimile to the party to which it is required to be given or made at such party's address specified in
Appendix I or at such other address as either party may specify in writing, provided that receipt of
delivery (by mail), receipt of e-mail (by e-mail) or confirmation of transmission (by facsimile), as
the case may be, has been received by the sender.
IN WITNESS WHEREOF the parties acting through their duly authorised representatives have
caused this Contract in the English language to be signed, each considered an original as of the day
and year first above written.
……………………………………..
Date: …………………………
……………………………………..
Date: ………………………….
Enclosed:
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APPENDIX I
Except as the Client may otherwise agree, the Consultant shall commence the Services on
<<start_date>> (such date being called the “Start Date”). The Services will be completed on or
before <<end_date>> (such date being called the “End Date”).
Payments under this Contract shall not exceed the aggregate amount of <<contract_ccy4>>
<<contract_value3>> (the "Maximum Contract Amount"). This amount does not include any
indirect taxes, including VAT, if chargeable in respect of the Services or this Contract provided
hereunder.
The payments shall be made in accordance with the following payment schedule: [payment_ccy3],
[pay_terms].
The Advance shall be reflected in, and offset against the Consultant's first invoice and, if the first
invoice is not for a sum equal to or greater than the amount of the Advance, then against each
subsequent invoice until the full amount of the Advance has been fully offset. In the event the
Contract is terminated for any reason prior to the full amount of the Advance being accounted for,
the Consultant shall repay to the Bank, upon demand, such amount of the Advance which has not
been offset against invoices for Services provided to the date of termination.
<<bank_name>>
<<bank_address>>
Account Name: <<account_name>> <<account_nr>> <<sort_code>>
That the Consultant is notified of such actions, claims, losses or damages not later than 12 months
after the conclusion of the Services;
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That the ceiling on the Consultant's liability under Clause 5.11(b) shall be limited to the higher of
any insurance proceeds payable under the Consultant’s insurance or [x] multiples of the Maximum
Contract Amount except that such a ceiling shall not apply to actions, claims, losses or damages
caused by the Consultant or Expert(s)’ gross negligence or reckless or wilful misconduct.
5.15 Insurance
The following amount of insurance has been agreed between the Parties: [x].
(a) English shall be the sole language for all communication, documentation and reports
under this Contract unless the Client expressly states otherwise.
(b) The software application to be used shall be Microsoft Office unless the Client
expressly states otherwise.
(a) This Contract shall be governed by and construed in accordance with English law. Any non-
contractual obligations arising out of or in connection with this Contract shall be governed by and
construed in accordance with English law.
(b) Any dispute controversy or claim arising out of, or relating to this Contract or the breach,
termination or invalidity hereof or any non-contractual obligations arising out of or in connection
with this Contract which cannot be amicably settled, shall be settled by arbitration in accordance
with the UNCITRAL Arbitration Rules as in force and effect on the date of this Contract. There
shall be one (1) arbitrator, and the appointing authority for the purposes of the UNCITRAL Rules
shall be the LCIA (London Court of International Arbitration). The seat and place of arbitration
shall be London, England and the English language shall be used throughout the arbitral
proceedings. The Parties hereby waive any rights under the Arbitration Act 1996 or otherwise to
appeal any arbitration award to, or to seek determination of a preliminary point of law by, the courts
of England or elsewhere. The arbitrator shall not be authorised to grant, and the Consultant agrees
that it shall not seek from any judicial authority, any interim measures or pre-award relief against
the Client, any provisions of the UNCITRAL Arbitration Rules notwithstanding.
(c) Nothing in this Contract shall be construed as a waiver, renunciation or modification by the
Bank of any immunities, privileges and exemptions of the Bank accorded under the
Agreement Establishing the European Bank for Reconstruction for Development,
international convention or any applicable law.
Any document delivered pursuant to this Contract, apart from reports specified in Clause 5.16 shall
be in English.
(a) The Consultant, if not an individual, hereby appoints <<contact_name2>> as its authorised
representative.
Name: <<contact_name>>
Address: [org_name8]]
[org_long_address2]
Telephone: <<consultant_phone_nr>>
Facsimile: <<consultant_fax_nr>>
E-mail: <<consultant_email>>
Name: <<client_contact_name5>>
Address: [client_name12]
[client_long_address2]
Telephone: <<client_phone2>>
Facsimile: <<client_fax2>>
E-mail: <<client_email2>>
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SCHEDULE A
TERMS OF REFERENCE
<<contract_title8>>
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SCHEDULE B
Staffing Schedule and Breakdown of Costs
(All amounts to be exclusive of indirect taxes, including VAT, which may be chargeable by the
Consultant)
«Country_Name»: [Project_Title]
1. Fees :
[contract_ccy3]
Name of Expert Job Title Working In the In Home Total Expert
Period Field Office Period Rate Total
[fee_table]
Total Fees Fee_total
3. Reimbursable Expenses*
Local Travel: (Travel from home to departure airport and return, and reasonable local travel when
abroad.)
Miscellaneous:
*May include indirect taxes, such as VAT which are not otherwise recoverable by the Consultant.
4. Contingencies: (utilisation only after prior approval in writing by the Client) [contingency]
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The following points shall be observed when submitting invoices for payment.
All invoices except for the advance payment shall be addressed and sent to:
The original invoice and supporting documentation shall be sent to the Client at:
[client name11]
[client_address_with_cr]
The Consultant should note that the copy of the invoice sent to the Bank is for its information only.
The Consultant should be aware that the Bank will not be authorised to release payment for the
invoice until the original invoice is approved and forwarded to the Bank by the Client.
The Invoice for the advance payment should be addressed and sent directly to EBRD for payment.
the first Monday of the relevant month (the month that the invoice was prepared) if it is
convertible or against submission of evidence of the exchange rate applied when purchasing
local currency for the corresponding reimbursable expenses.
A numbered list detailing each reimbursable item shall be submitted, with correspondingly
numbered original receipts for each item attached.
Purchase of goods will be subject to the Bank’s Procurement Policies and Rules in particular
paragraphs 3.12 and 3.13. Where the Contract is EU funded, the goods must be of EU origin or
originate from the beneficiary states of the relevant programme in compliance with EU
Procurement Policies and Rules.
Any applicable indirect tax, including VAT chargeable by the Consultant shall be separately
itemised on the invoices; such amounts shall not be paid with the Grant funds by the Bank and
shall be recoverable directly from the Client.
Any questions regarding payment of invoices should be addressed by e-mail to Donor
Funded Operations <GroupDonorFundedOperations@ebrd.com>.
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