Request for Proposals Consulting Services · Section 2. Instructions to Consultants (ITC) 8...

S E L E C T I O N O F C O N S U L T A N T S

Request for ProposalsConsulting Services

RFP No: NP-OAGN-CS-QCBS

Consulting Services for:Strengthening the Office of the Auditor General of Nepal

Client: Office of the Auditor General, Babarmahal, Kathmandu, NepalCountry: NepalIssued on: March 25, 2019

Section 2. Instructions to Consultants (ITC) 3

TABLE OF CONTENTS

PART I ...................................................................................................................................... 6

Section 1. Request for Proposal Letter...................................................................................... 6

Section 2. Instructions to Consultants and Data Sheet.............................................................. 9

A. General Provisions .............................................................................................................. 9

1. Definitions..................................................................................................................... 92. Introduction ................................................................................................................. 113. Conflict of Interest ...................................................................................................... 124. Unfair Competitive Advantage ................................................................................... 135. Fraud and Corruption .................................................................................................. 136. Eligibility .................................................................................................................... 13

B. Preparation of Proposals.................................................................................................... 15

7. General Considerations ............................................................................................... 158. Cost of Preparation of Proposal .................................................................................. 159. Language ..................................................................................................................... 1510. Documents Comprising the Proposal.......................................................................... 1511. Only One Proposal ...................................................................................................... 1612. Proposal Validity......................................................................................................... 1613. Clarification and Amendment of RFP......................................................................... 1714. Preparation of Proposals Specific Considerations ...................................................... 1815. Technical Proposal Format and Content ..................................................................... 1816. Financial Proposal ....................................................................................................... 19

C. Submission, Opening and Evaluation ............................................................................... 19

17. Submission, Sealing, and Marking of Proposals......................................................... 1918. Confidentiality ............................................................................................................ 2119. Opening of Technical Proposals ................................................................................. 2120. Proposals Evaluation................................................................................................... 2221. Evaluation of Technical Proposals.............................................................................. 2222. Financial Proposals for QBS....................................................................................... 2223. Public Opening of Financial Proposals (for QCBS, FBS, and LCS methods) ........... 2324. Correction of Errors .................................................................................................... 2425. Taxes ........................................................................................................................... 2526. Conversion to Single Currency ................................................................................... 25

27. Combined Quality and Cost Evaluation............................................................. 25D. Negotiations and Award..................................................................................................... 26

28. Negotiations ....................................................................................................... 2629. Conclusion of Negotiations................................................................................ 2730. Standstill Period ................................................................................................. 2731. Notification of Intention to Award..................................................................... 2832. Notification of Award ........................................................................................ 2833. Debriefing by the Client..................................................................................... 2934. Signing of Contract ............................................................................................ 30

35. Procurement Related Complaint ........................................................................ 30E. Data Sheet............................................................................................................................31

Section 3. Technical Proposal – Standard Forms ...................................................................39

Checklist of Required Forms ............................................................................................ 39Form TECH-1 ................................................................................................................... 40Form TECH-2 ................................................................................................................... 43Form TECH-3 ................................................................................................................... 45Form TECH-4 ................................................................................................................... 46Form TECH-5 ................................................................................................................... 48Form TECH-6 ................................................................................................................... 49

Section 4. Financial Proposal - Standard Forms.....................................................................53

Section 5. Eligible Countries ..................................................................................................59

Section 6. Fraud and Corruption.............................................................................................61

Section 7. Terms of Reference................................................................................................63

PART II....................................................................................................................................73

Section 8. Conditions of Contract and Contract Forms ...........................................................73

Preface......................................................................................................................................77

I. Form of Contract..........................................................................................................79

II. General Conditions of Contract ...................................................................................83

A. GENERAL PROVISIONS.........................................................................................................83

2. Relationship between the Parties .................................................................................843. Law Governing Contract..............................................................................................844. Language......................................................................................................................845. Headings ......................................................................................................................856. Communications ..........................................................................................................857. Location .......................................................................................................................858. Authority of Member in Charge ..................................................................................859. Authorized Representatives .........................................................................................8510. Fraud and Corruption...................................................................................................85

B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT..........86

11. Effectiveness of Contract .............................................................................................8612. Termination of Contract for Failure to Become Effective...........................................8613. Commencement of Services ........................................................................................8614. Expiration of Contract..................................................................................................8615. Entire Agreement .........................................................................................................8616. Modifications or Variations .........................................................................................8617. Force Majeure ..............................................................................................................8618. Suspension ...................................................................................................................8819. Termination..................................................................................................................88

C. OBLIGATIONS OF THE CONSULTANT ....................................................................................90

20. General ........................................................................................................................ 9021. Conflict of Interest ...................................................................................................... 9122. Confidentiality ............................................................................................................ 9223. Liability of the Consultant .......................................................................................... 9224. Insurance to be taken out by the Consultant ............................................................... 9225. Accounting, Inspection and Auditing ......................................................................... 9226. Reporting Obligations ................................................................................................. 9327. Proprietary Rights of the Client in Reports and Records............................................ 9328. Equipment, Vehicles and Materials ............................................................................ 93

D. CONSULTANT’S EXPERTS AND SUB-CONSULTANTS............................................................ 94

29. Description of Key Experts......................................................................................... 9430. Replacement of Key Experts....................................................................................... 9431. Removal of Experts or Sub-consultants...................................................................... 94

E. OBLIGATIONS OF THE CLIENT ............................................................................................. 94

32. Assistance and Exemptions......................................................................................... 9433. Access to Project Site.................................................................................................. 9534. Change in the Applicable Law Related to Taxes and Duties ...................................... 9635. Services, Facilities and Property of the Client ............................................................ 9636. Counterpart Personnel ................................................................................................. 9637. Payment Obligation..................................................................................................... 96

F. PAYMENTS TO THE CONSULTANT ........................................................................................ 96

38. Contract Price.............................................................................................................. 9639. Taxes and Duties ......................................................................................................... 9640. Currency of Payment................................................................................................... 9741. Mode of Billing and Payment ..................................................................................... 9742. Interest on Delayed Payments..................................................................................... 98

G. FAIRNESS AND GOOD FAITH ............................................................................................... 98

43. Good Faith................................................................................................................... 98H. SETTLEMENT OF DISPUTES ................................................................................................. 98

44. Amicable Settlement ................................................................................................... 9845. Dispute Resolution ...................................................................................................... 98

III. Special Conditions of Contract ................................................................................. 103

IV. Appendices................................................................................................................ 111

Appendix A – Terms of Reference ................................................................................. 111Appendix B - Key Experts .............................................................................................. 111Appendix C – Breakdown of Contract Price................................................................... 111Appendix D - Form of Advance Payments Guarantee.................................................... 113e-Based Form of Contract ............................................................................................... 115

Lump-Sum Form of C........................................................................................................... 116

PART I

Section 1. Request for Proposal Letter

Request for Proposal LetterConsulting Services

Name of Assignment:Consulting Services for Strengthening the Office of the AuditorGeneral of NepalRFP Reference No.:NP-OAGN-CS-QCBS

Loan No./Credit No./ Grant No. TF0A7474 and TF0A7475

Country:Nepal

Date:March 25, 2019

Dear Mr. /Ms.: To all shortlisted consulting firms

The Government of Nepal(hereinafter called “Borrower”) has received financing from theMulti-donor trust fund administered by the World Bank (the “Bank”) in the form of a “Grant”(hereinafter called “Grant”) toward the cost for Integrated Public Financial ManagementProject. One of the components of this project is "Strengthening the Office of the AuditorGeneral of Nepal (OAGN)". Under this component, the OAGN,an implementing agency ofthe Client for this particular component, intends to apply a portion of the proceeds of thisgrant to eligible payments under the contract for which this Request for Proposals is issued.Payments by the Bank will be made only at the request of the Government of Nepal and uponapproval by the Bank, and will be subject, in all respects, to the terms and conditions of thefinancing agreement. The financing agreement prohibits a withdrawal from thegrantaccountfor 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 theUnited Nations Security council taken under Chapter VII of the Charter of the United Nations.No party other than the Borrower shall derive any rights from the grant agreement or have anyclaims to the proceeds of the grant.

The Client now invites proposals to provide the following consulting services (hereinaftercalled “Services”): for Strengthening the Office of the Auditor General of Nepal. Moredetails on the Services are provided in the Terms of Reference (Section 7).1. This Request for Proposals (RFP) has been addressed to the following shortlisted

Consultants:

SN Name of Firms Address

1 BDO LLP in consortium withIPE Global Limited

55 Baker StreetLondon W1U 7EU,United Kingdom

2 CowaterSogema Ottawa, Headquarters, 275 Slater Street, Ottawa, ON,Canada

3 Crown Agents 110 Southwark Street, London, SE1 OSU,United Kingdom

4 Deloitte Touche TohmatsuIndia LLP

7th Floor, Building No. 10-B, DLF Cyber City Complex, DLFCity Phase II, Gurgaon, Haryana 122002, India

5 Ernst & Young LLP(EY) 3rd & 6th Floor, World Mark-1, IGI Airport Hospitality

District, Aerocity, New Delhi, India

6 KPMG Building No 10, 8th Floor, Tower C,DLF Cyber City,Phase II ,Gurgaon, Haryana 122 002 , India

7 PriceWaterHouseCoopersPvt. Ltd.

Floor - 17, Building - 10C, DLF Cyber City, Gurgaon, India

2. It is not permissible to transfer this RFP to any other firm.3. A firm will be selected under QCBS proceduresand in a Full Technical Proposal (FTP)

format as described in this RFP, in accordance with the Bank’s “Procurement Regulationsfor IPF Borrowers”July 1, 2016 revised in November 2017 (“Procurement Regulations”),which can be found at the following website: www.worldbank.org

The RFP includes the following documents:

Section 1 – Request for Proposals Letter

Section 2 - Instructions to Consultants and Data Sheet

Section 3 - Technical Proposal (FTP) - Standard Forms

Section 4 - Financial Proposal - Standard Forms

Section 5 – Eligible Countries

Section 6 – Fraud and Corruption

Section 7 - Terms of Reference

Section 8 - Standard Forms of Contract

Please inform us byApril 3, 2019, in writing to Mr. Bamdev Sharma Adhikary, ProjectCoordinator, Office of the Auditor General, Babarmahal, Kathmandu, Nepal, Mobile:+9779841312669, Fax:+97714268309, email: info@oagnep.gov.np

(a) That you have received this Request for Proposals; and

(b) Whether you intend to submit a proposal alone or intend to enhance yourexperience by requesting permission to associate with other firm(s) (ifpermissible under Section 2, Instructions to Consultants (ITC), Data Sheet14.1.1).

4. Details on the proposal’s submission date, time and address are provided in ITC 17.7 andITC 17.9.

Yours sincerely,

Bamdev Sharma AdhikaryProject Coordinator

Section 2. Instructions to Consultants and Data Sheet

Instructions to Consultants

A. General Provisions

1. Definitions (a) “Affiliate(s)” means an individual or an entity thatdirectly or indirectly controls, is controlled by, or isunder common control with the Consultant.

(b) “Applicable Law” means the laws and any otherinstruments having the force of law in the Client’scountry, or in such other country as may be specifiedin the Data Sheet, as they may be issued and in forcefrom time to time.

(c) “Bank” means the International Bank forReconstruction and Development (IBRD) or theInternational Development Association (IDA).

(d) “Borrower” means the Government, Governmentagency or other entity that signs the[loan/financing/grant1]agreementwith the Bank.

(e) “Client” means the implementing agencythat signs theContract for the Services with the selected Consultant.

(f)“Consultant” means a legally-established professionalconsulting firm or an entity that may provide orprovides the Services to the Client under the Contract.

(g) “Contract” means a legally binding written agreementsigned between the Client and the Consultant andincludes all the attached documents listed in its Clause1 (the General Conditions of Contract (GCC), theSpecial Conditions of Contract (SCC), and theAppendices).

(h) “Data Sheet” means an integral part of the Instructionsto Consultants (ITC) Section 2 that is used to reflectspecific country and assignment conditions tosupplement, but not to over-write, the provisions ofthe ITC.

(i) “Day” means a calendar day, unless otherwise

1[“loan agreement” term is used for IBRD loans; “financing agreement” is used for IDA credits; and “grantagreement” is used for Recipient-Executed Trust Funds administered by IBRD or IDA]

specified as “Business Day”. A Business Day is anyday that is an official working day of the Borrower. Itexcludes the Borrower’s official public holidays.

(j) “Experts” means, collectively, Key Experts, Non-KeyExperts, or any other personnel of the Consultant,Sub-consultant or Joint Venture member(s).

(k) “Government” means the government of the Client’scountry.

(l) “in writing” means communicated in written form(e.g. by mail, e-mail, fax, including, if specified in theData Sheet, distributed or received through theelectronic-procurement system used by the Client)with proof of receipt;

(m) “Joint Venture (JV)” means an association with orwithout a legal personality distinct from that of itsmembers, of more than one Consultant where onemember has the authority to conduct all business forand on behalf of any and all the members of the JV,and where the members of the JV are jointly andseverally liable to the Client for the performance ofthe Contract.

(n) “Key Expert(s)” means an individual professionalwhose skills, qualifications, knowledge andexperience are critical to the performance of theServices under the Contract and whose CV is takeninto account in the technical evaluation of theConsultant’s proposal.

(o) “ITC” (this Section 2 of the RFP) means theInstructions to Consultants that providestheshortlistedConsultants with all information needed to preparetheir Proposals.

(p) “Non-Key Expert(s)” means an individualprofessional provided by the Consultant or its Sub-consultant and who is assigned to perform the Servicesor any part thereof under the Contract and whose CVsare not evaluated individually.

(q) “Proposal” means the Technical Proposal and theFinancial Proposal of the Consultant.

(r) “RFP” means the Request for Proposals to be preparedby the Client for the selection of Consultants, based on

the SPD - RFP.

(s) “SPD - RFP” means the Standard ProcurementDocument -Request for Proposals, which must be usedby the Client as thebasis for the preparation of theRFP.

(t) “Services” means the work to be performed by theConsultant pursuant to the Contract.

(u) “Sub-consultant” means an entity to whom theConsultant intends to subcontract any part of theServices while the Consultant remains responsibletothe Client during the whole performance of theContract.

(v) “Terms of Reference (TORs)” (this Section 7 of theRFP) means the Terms of Reference that explains theobjectives, scope of work, activities, and tasks to beperformed, respective responsibilities of the Client andthe Consultant, and expected results and deliverablesof the assignment.

(w) “ESHS” means environmental, social (includingsexual exploitation and abuse (SEA) and gender basedviolence (GBV)), health and safety.

2. Introduction 2.1 The Client named in the Data Sheetintends to select aConsultant from those listed in the Request for Proposals(RFP), in accordance with the method of selectionspecified in the Data Sheet.

2.2 The shortlisted Consultants are invited to submit aTechnical Proposal and a Financial Proposal, or aTechnical Proposal only, as specified in the Data Sheet,for consulting services required for the assignment namedin the Data Sheet. The Proposal will be the basis fornegotiating and ultimately signing the Contract with theselected Consultant.

2.3 The Consultants should familiarize themselves with thelocal conditions and take them into account in preparingtheir Proposals;including attending a pre-proposalconference if one is specified in the Data Sheet.Attending any such pre-proposal conference is optionaland is at the Consultants’ expense.

2.4 The Client will timely provide, at no cost to theConsultants, the inputs, relevant project data, and reports

required for the preparation of the Consultant’s Proposalas specified in the Data Sheet.

3. ConflictofInterest

3.1 The Consultant is required to provide professional,objective, and impartial advice, at all times holding theClient’s interests paramount, strictly avoiding conflictswith other assignments or its own corporate interests, andacting without any consideration for future work.

3.2 The Consultant has an obligation to disclose to the Clientany situation of actual or potential conflict that impactsitscapacity to serve the best interest of its Client. Failure todisclose such situations may lead to the disqualification ofthe Consultant or the termination of its Contract and/orsanctions by the Bank.

3.2.1 Without limitation on the generality of theforegoing, the Consultant shall not be hired underthe circumstances set forth below:

a. ConflictingActivities

(i) Conflict between consulting activities andprocurement of goods, works or non-consultingservices:a firm that has been engaged by the Client toprovide goods, works, or non-consulting services fora project, or any of its Affiliates, shall be disqualifiedfrom providing consulting services resulting from ordirectly related to those goods, works, or non-consulting services. Conversely, a firm hired toprovide consulting services for the preparation orimplementation of a project, or any of its Affiliates,shall be disqualified from subsequently providinggoods or works or non-consulting services resultingfrom or directly related to the consulting services forsuch preparation or implementation.

b. ConflictingAssignments

(ii) Conflict among consulting assignments:a Consultant(including its Experts and Sub-consultants) or any ofits Affiliates shall not be hired for any assignmentthat, by its nature, may be in conflict with anotherassignment of the Consultant for the same or foranother Client.

c. ConflictingRelationships

(iii) Relationship with the Client’s staff: a Consultant(including its Experts and Sub-consultants) that has aclose business or family relationship with aprofessional staff of the Borrower (or of the Client,or of implementing agency, or of a recipient of a partof the Bank’s financing)who are directly or indirectly

involved in any part of (i) the preparation of theTerms of Reference for the assignment, (ii) theselection process for the Contract, or (iii) thesupervision of the Contract, may not be awarded aContract, unless the conflict stemming from thisrelationship has been resolved in a manner acceptableto the Bank throughout the selection process and theexecution of the Contract.

4. UnfairCompetitiveAdvantage

4.1 Fairness and transparency in the selection process requirethat the Consultants or their Affiliates competing for aspecific assignment do not derive a competitive advantagefrom having provided consulting services related to theassignment in question. To that end, the Client shallindicate in the Data Sheet and make available to allshortlisted Consultants together with this RFP allinformation that would in that respect give suchConsultant any unfair competitive advantage overcompeting Consultants.

5. Fraud andCorruption

5.1 The Bank requires compliance with the Bank’s Anti-Corruption Guidelines and its prevailing sanctions policiesand procedures as set forth in the WBG’s SanctionsFramework, as set forth in Section 6.

5.2 In further pursuance of this policy, Consultants shallpermit and shall cause their agents (where declared ornot), subcontractors, sub-consultants, service providers,suppliers, and their personnel, to permit the Bank toinspect all accounts, records and other documents relatingto any short listing process, Proposal submission, andcontract performance (in the case of award), and to havethem audited by auditors appointed by the Bank.

6. Eligibility 6.1 The Bank permits consultants (individuals and firms,including Joint Ventures and their individual members)fromallcountriesto offer consulting services for Bank-financed projects.

6.2 Furthermore, it is the Consultant’s responsibility to ensurethat itsExperts, joint venture members, Sub-consultants,agents (declared or not), sub-contractors, service providers,suppliers and/or their employees meet the eligibilityrequirements as established by the Bank in the applicableProcurement Regulations.

6.3 As an exception to the foregoingITC6.1 and ITC 6.2 above:

a. Sanctions 6.3.1 A Consultant that has been sanctioned by the Bank,pursuant to the Bank’s Anti-Corruption Guidelinesand in accordance with its prevailing sanctionspolicies and procedures as set forth in the WBG’sSanctions Framework as described in Section VI,Fraud and Corruption, paragraph 2.2 d.,shall beineligible to be shortlisted for, submit proposals for,or be awarded a Bank-financed contract or benefitfrom a Bank-financed contract, financially orotherwise, during such period of time as the Bankshall have determined. The list of debarred firmsand individuals is available at the electronic addressspecified in the PDS.

b. Prohibitions 6.3.2 Firms and individuals of a country or goodsmanufactured in a country may be ineligible if soindicated in Section 5 (Eligible Countries) and:

(a) as a matter of law or official regulations, theBorrower’s country prohibits commercial relationswith that country, provided that the Bank is satisfiedthat such exclusion does not preclude effectivecompetition for the provision of Services required;or

(b) by an act of compliance with a decision of theUnited Nations Security Council taken underChapter VII of the Charter of the United Nations, theBorrower’s Country prohibits any import of goodsfrom that country or any payments to any country,person, or entity in that country.

c.RestrictionsforState-OwnedEnterprises

6.3.3 State-owned enterprises or institutions in theBorrower’s country may be eligibleto compete andbe awarded a contract only if they can establish, in amanner acceptable to the Bank, that they: (i) arelegally and financially autonomous, (ii) operateunder commercial law, and (iii) are not undersupervision of the Client.

d. Restrictions forPublic Employees

6.3.4 Government officials and civil servants of theBorrower’s country are not eligible to be included asExperts, individuals, or members of a team ofExperts in the Consultant’s Proposal unless:

(i) the services of the government official orcivil servant are of a unique andexceptional nature, or their participation is

critical to project implementation; and

(ii) their hiring would not create a conflict ofinterest, including any conflict withemployment or other laws, regulations, orpolicies of the Borrower.

e. BorrowerDebarment

6.3.5 A firm that is under a sanction of debarment by theBorrower from being awarded a contract is eligibleto participate in this procurement, unless the Bank,at the Borrower’s request, is satisfied that thedebarment; (a) relates to fraud or corruption, and (b)followed a judicial or administrative proceeding thatafforded the firm adequate due process.

B. Preparation of Proposals

7. GeneralConsiderations

7.1 In preparing the Proposal, the Consultant is expected toexamine the RFP in detail. Material deficiencies inproviding the information requested in the RFP may resultin rejection of the Proposal.

8. Cost ofPreparation ofProposal

8.1 The Consultant shall bear all costs associated with thepreparation and submission of its Proposal, and the Clientshall not be responsible or liable for those costs, regardlessof the conduct or outcome of the selection process. TheClient is not bound to accept any proposal, and reserves theright to annul the selection process at any time prior toContract award, without thereby incurring any liability tothe Consultant.

9. Language 9.1 The Proposal, as well as all correspondence and documentsrelating to the Proposal exchanged between the Consultantand the Client, shall be written in the language(s) specifiedin the Data Sheet.

10. DocumentsComprisingthe Proposal

10.1 The Proposal shall comprise the documents and formslisted in the Data Sheet.

10.2 If specified in the Data Sheet, the Consultant shallinclude a statement of an undertaking of the Consultant toobserve, in competing for and executing a contract, theClient country’s laws against fraud and corruption(including bribery).

10.3 The Consultant shall furnish information oncommissions, gratuities, and fees, if any, paid or to bepaid to agents or any other party relating to this Proposal

and, if awarded, Contract execution, as requested in theFinancial Proposal submission form (Section 4).

11. OnlyOneProposal

11.1 The Consultant (including the individual members of anyJoint Venture) shall submit only one Proposal, either inits own name or as part of a Joint Venture in anotherProposal. If a Consultant, including anyJoint Venturemember, submits or participates in more than oneproposal, all such proposals shall be disqualified andrejected. This does not, however, precludea Sub-consultant, or the Consultant’s staff from participating asKey Experts and Non-Key Expertsin more than oneProposal when circumstances justify and if stated in theData Sheet.

12. ProposalValidity

12.1 The Data Sheet indicates the period during which theConsultant’s Proposal must remain valid after theProposal submission deadline.

12.2 During this period, the Consultant shall maintain itsoriginal Proposal without any change, including theavailability of the Key Experts, the proposed rates and thetotal price.

12.3 If it is established that any Key Expert nominated in theConsultant’s Proposal was not available at the time ofProposal submission or was included in the Proposalwithout his/her confirmation, such Proposal shall bedisqualified and rejected for further evaluation, andmay besubject to sanctions in accordance with ITC 5.

a. Extension ofValidity Period

12.4 The Client will make its best effort to complete thenegotiations and award the contract within the proposal’svalidity period. However, should the need arise, the Clientmay request, in writing, all Consultants who submittedProposals prior to the submission deadline to extend theProposals’ validity.

12.5 If the Consultant agrees to extend the validity of itsProposal, it shall be done without any change in theoriginal Proposal and with the confirmation of theavailability of the Key Experts, except as provided in ITC12.7.

12.6 The Consultant has the right to refuse to extend thevalidity of its Proposal in which case such Proposal willnot be further evaluated.

b. Substitution ofKey Experts atValidity Extension

12.7 If any of the Key Experts become unavailable for theextended validity period, the Consultant shall seek tosubstitute another Key Expert. The Consultant shallprovide a written adequate justification and evidencesatisfactory to the Client together with the substitutionrequest. In such case, a substitute Key Expert shall haveequal or better qualifications and experience than those ofthe originally proposed Key Expert. The technicalevaluation score, however, will remain to be based on theevaluation of the CV of the original Key Expert.

12.8 If the Consultant fails to provide a substitute Key Expertwith equal or better qualifications, or if the providedreasons for the replacement or justification areunacceptable to the Client, such Proposal will be rejectedwith the prior Bank’s no objection.

c. Sub-Contracting

12.9 The Consultant shall not subcontract the whole of theServices.

13. ClarificationandAmendment ofRFP

13.1 The Consultant may request a clarification of any part ofthe RFP during the period indicated in the Data Sheetbefore the Proposals’ submission deadline. Any requestfor clarification must be sent in writing, or by standardelectronic means, to the Client’s address indicated in theData Sheet. The Client will respond in writing, or bystandard electronic means, and will send written copies ofthe response (including an explanation of the query butwithout identifying its source) to all shortlistedConsultants. Should the Client deem it necessary to amendthe RFP as a result of a clarification, it shall do sofollowing the procedure described below:

13.1.1 At any time before the proposalsubmissiondeadline, the Client may amend theRFP by issuing an amendment in writing or bystandard electronic means. The amendment shallbe sent to all shortlisted Consultants and will bebinding on them. The shortlisted Consultants shallacknowledge receipt of all amendments in writing.

13.1.2 If the amendment is substantial, the Client mayextend the proposal submission deadline to givethe shortlisted Consultants reasonable time to takean amendment into account in their Proposals.

13.2 The Consultant may submit a modified Proposal or amodification to any part of it at any time prior to the

proposal submission deadline. No modificationsto theTechnical or Financial Proposal shall be accepted afterthe deadline.

14. Preparation ofProposalsSpecificConsiderations

14.1 While preparing the Proposal, the Consultant must giveparticular attention to the following:

14.1.1 If a shortlisted Consultant considers that it mayenhance its expertise for the assignment byassociating with other consultants in the form of aJoint Venture or asSub-consultants, it may do sowith either (a) non-shortlisted Consultant(s), or(b) shortlisted Consultants if permitted in theData Sheet. In all such cases a shortlistedConsultant must obtain the written approval of theClient prior to the submission of the Proposal.When associating with non-shortlisted firms inthe form of a joint venture or a sub-consultancy,the shortlisted Consultant shall be a lead member.If shortlisted Consultants associate with eachother, any of them can be a lead member.

14.1.2 The Clientmayindicate in the Data Sheet theestimated Key Experts’ time input (expressed inperson-days) or the Client’s estimated total cost ofthe assignment, but not both.Thisestimate isindicative and the Proposal shall be based on theConsultant’s own estimates for the same.

14.1.3 If stated in the Data Sheet, the Consultant shallinclude in its Proposal at least the same time input(in the same unit as indicated in the Data Sheet)of Key Experts, failing which the FinancialProposal will be adjusted for the purpose ofcomparison of proposals and decision for awardin accordance with the procedure in the DataSheet.

14.1.4 For assignments under the Fixed-Budget selectionmethod, the estimated Key Experts’ time input isnot disclosed. Total available budget,with anindication whether it is inclusive or exclusive oftaxes,is given in the Data Sheet, and theFinancial Proposal shall not exceed this budget.

15. TechnicalProposalFormat and

15.1 The Technical Proposal shall be prepared using theStandard Forms provided in Section 3 of the RFP andshall comprise the documents listed in the Data Sheet.The

Content Technical Proposal shall not include any financialinformation. A Technical Proposal containing materialfinancial information shall be declared non-responsive.

15.1.1 Consultant shall not propose alternative KeyExperts. Only one CV shall be submitted foreach Key Expert position. Failure to complywith this requirement will make the Proposalnon-responsive.

15.2 Depending on the nature of the assignment, theConsultant is required to submit a Full TechnicalProposal (FTP), or a Simplified Technical Proposal(STP) as indicated in the Data Sheet and using theStandard Forms provided in Section 3 of the RFP.

16. FinancialProposal

16.1 The Financial Proposal shall be prepared using theStandard Forms provided in Section 4 of the RFP.It shalllist all costs associated with the assignment, including (a)remuneration for Key Experts and Non-Key Experts,(b)reimbursable expenses indicated in the Data Sheet.

a. PriceAdjustment

16.2 For assignments with a duration exceeding 18 months, aprice adjustment provision for foreign and/or localinflation for remuneration rates applies if so stated in theData Sheet.

b. Taxes 16.3 The Consultant and its Sub-consultants and Experts areresponsible for meeting all tax liabilities arising out of theContract unless stated otherwise in the Data Sheet.Information on taxes in the Client’s country is providedin the Data Sheet.

c. Currency ofProposal

16.4 The Consultant may express the price for itsServices inthe currency or currencies as stated in the Data Sheet. Ifindicated in the Data Sheet, the portion of the pricerepresenting local cost shall be stated in the nationalcurrency.

d. Currency ofPayment

16.5 Payment under the Contract shall be made in the currencyor currencies in which the payment is requested in theProposal.

C. Submission, Opening and Evaluation

17. Submission,Sealing, andMarking of

17.1 The Consultant shall submit a signed and completeProposal comprising the documents and forms inaccordance with ITC 10 (Documents Comprising

Proposals Proposal). Consultants shall mark as “CONFIDENTIAL”information in their Proposals which is confidential totheir business. This may include proprietary information,trade secrets or commercial or financially sensitiveinformation. The submission can be done by mail or byhand. If specified in the Data Sheet, the Consultant hasthe option of submitting its Proposals electronically.

17.2 An authorized representative of the Consultant shall signthe original submission letters in the required format forboth the Technical Proposal and, if applicable, theFinancial Proposal and shall initial all pages of both. Theauthorization shall be in the form of a written power ofattorney attached to the Technical Proposal.

17.2.1 A Proposal submitted by a Joint Venture shall besigned by all members so as to be legally binding on allmembers, or by an authorized representative who has awritten power of attorney signed by each member’sauthorized representative.

17.3 Anymodifications, revisions, interlineations, erasures, oroverwriting shall be valid only if they are signed orinitialed by the person signing the Proposal.

17.4 The signed Proposal shall be marked “ORIGINAL”, and itscopies marked “COPY” as appropriate. The number ofcopies is indicated in the Data Sheet. All copies shall bemade from the signed original. If there are discrepanciesbetween the original and the copies, the original shallprevail.

17.5 The original and all the copies of the Technical Proposalshall be placed inside a sealed envelope clearly marked“TECHNICAL PROPOSAL”, “[Name of the Assignment]“,[reference number], [name and address of theConsultant], and with a warning “DO NOT OPENUNTIL[INSERT THE DATE AND THE TIME OF THE TECHNICALPROPOSAL SUBMISSION DEADLINE].”

17.6 Similarly, the original Financial Proposal (if required forthe applicable selection method) and its copies shall beplaced inside of a separate sealed envelope clearly marked“FINANCIAL PROPOSAL” “[Name of the Assignment] “,[reference number], [name and address of the Consultant],and with a warning “DO NOT OPEN WITH THE

TECHNICAL PROPOSAL.”

17.7 The sealed envelopes containing the Technical andFinancial Proposals shall be placed into one outerenvelope and sealed. This outer envelope shall beaddressed to the Client and bear the submission address,RFP reference number, the name of the assignment, theConsultant’s name and the address, and shall be clearlymarked “Do Not Open Before [insert the time and date ofthe submission deadline indicated in the Data Sheet]”.

17.8 If the envelopes and packages with the Proposal are notsealed and marked as required, the Client will assume noresponsibility for the misplacement, loss, or prematureopening of the Proposal.

17.9 The Proposal or its modifications must be sent to theaddress indicated in the Data Sheet and received by theClient no later than the deadline indicated in the DataSheet, or any extension to this deadline. Any Proposal orits modification received by the Client after the deadlineshall be declared late and rejected, and promptly returnedunopened.

18. Confidentiality 18.1 From the time the Proposals are opened to the time theContract is awarded, the Consultant should not contact theClient on any matter related to its Technical and/orFinancial Proposal. Information relating to the evaluationof Proposals and award recommendations shall not bedisclosed to the Consultants who submitted the Proposalsor to any other party not officially concerned with theprocess, until the Notification of Intention to Award theContract. Exceptions to this ITC are where the Clientnotifies Consultants of the results of the evaluation of theTechnical Proposals.

18.2 Any attempt by shortlisted Consultants or anyone onbehalf of the Consultant to influence improperly the Clientin the evaluation of the Proposals or Contract awarddecisions may result in the rejection of its Proposal, andmay be subject to the application of prevailing Bank’ssanctions procedures.

18.3 Notwithstanding the above provisions, from the time ofthe Proposals’ opening to the time of Contract awardpublication, if a Consultant wishes to contact the Client orthe Bank on any matter related to the selection process, itshall do so only in writing.

19. Opening of 19.1 The Client’s evaluation committee shall conduct the

TechnicalProposals

opening of the Technical Proposals in the presence of theshortlisted Consultants’ authorized representatives whochoose to attend (in person, or online if this option isoffered in the Data Sheet). The opening date, time and theaddress are stated in the Data Sheet. The envelopes withthe Financial Proposal shall remain sealed and shall besecurely stored with a reputable public auditor orindependent authority until they are opened in accordancewith ITC 23.

19.2 At the opening of the Technical Proposals the followingshall be read out: (i) the name and the country of theConsultant or, in case of a Joint Venture, the name of theJoint Venture, the name of the lead member and the namesand the countries of all members; (ii) the presence orabsence of a duly sealed envelope with the FinancialProposal; (iii) any modifications to the Proposal submittedprior to proposal submission deadline; and (iv) any otherinformation deemed appropriate or as indicated in theData Sheet.

20. ProposalsEvaluation

20.1 Subject to provision of ITC 15.1, the evaluators of theTechnical Proposals shall have no access to the FinancialProposals until the technical evaluation is concluded andthe Bank issues its “no objection”, if applicable.

20.2 The Consultant is not permitted to alter or modify itsProposal in any way after the proposal submissiondeadline except as permitted under ITC 12.7. Whileevaluating the Proposals, the Client will conduct theevaluation solely on the basis of the submitted Technicaland Financial Proposals.

21. Evaluation ofTechnicalProposals

21.1 The Client’s evaluation committee shall evaluate theTechnical Proposals on the basis of their responsiveness tothe Terms of Reference and the RFP, applying theevaluation criteria, sub-criteria, and point system specifiedin the Data Sheet. Each responsive Proposal will be givena technical score. A Proposal shall be rejected at this stageif it does not respond to important aspects of the RFPor ifit fails to achieve the minimum technical score indicatedin the Data Sheet.

22. FinancialProposals forQBS

22.1 Following the ranking of the Technical Proposals, whenthe selection is based on quality only (QBS), the top-rankedConsultant is invited to negotiate the Contract.

22.2 If Financial Proposals were invited together with the

Technical Proposals, only the Financial Proposal of thetechnically top-ranked Consultant is opened by theClient’s evaluation committee. All other FinancialProposals are returned unopened after the Contractnegotiations are successfully concluded and the Contractis signed.

23. PublicOpening ofFinancialProposals (forQCBS, FBS,and LCSmethods)

23.1 After the technical evaluation is completed and the Bankhas issued its no objection (if applicable), the Client shallnotify those Consultants whose Proposals were considerednon-responsive to the RFP and TOR or did not meet theminimum qualifying technical score, advising them thefollowing:

(i) their Proposal was not responsive to the RFP and TORor did not meet the minimum qualifying technicalscore;

(ii) provide information relating to the Consultant’s overalltechnical score, as well as scores obtained for eachcriterion and sub-criterion;

(iii) their Financial Proposals will be returned unopenedafter completing the selection process and Contractsigning; and

(iv) notify them of the date, time and location of the publicopening of the Financial Proposals and invite them toattend.

23.2 The Client shall simultaneously notify in writing thoseConsultants whose Proposals were considered responsiveto the RFP and TOR, and that have achieved the minimumqualifying technical score, advising them the following:

(i) their Proposal was responsive to the RFP andTOR and met the minimum qualifying technicalscore;

(ii) provide information relating to the Consultant’soverall technical score, as well as scores obtainedfor each criterion and sub-criterion;

(iii) their Financial Proposal will be opened at thepublic opening of Financial Proposals; and

(iv) notify them of the date, time and location of thepublic opening and invite them for the opening of

the Financial Proposals.

23.3 The opening date should allow the Consultants sufficienttime to make arrangements for attending the opening andshall be no less than seven (7) Business Days from thedate of notification of the results of the technicalevaluation, described in ITC 23.1 and 23.2.

23.4 The Consultant’s attendance at the opening of theFinancial Proposals (in person, or online if such option isindicated in the Data Sheet) is optional and is at theConsultant’s choice.

23.5 The Financial Proposals shall be openedpublicly by theClient’s evaluation committee in the presence of therepresentatives of the Consultants and anyone else whochooses to attend. Any interested party who wishes toattend this public opening should contact the client asindicated in the Data Sheet. Alternatively, a notice of thepublic opening of Financial Proposals may be published onthe Client’s website, if available. At the opening, the namesof the Consultants, and the overall technical scores,including the break-down by criterion, shall be read aloud.The Financial Proposals will then be inspected to confirmthat they have remained sealed and unopened. TheseFinancial Proposals shall be then opened, and the totalprices read aloud and recorded. Copies of the record shallbe sent to all Consultants who submitted Proposals and tothe Bank.

24. Correction ofErrors

24.1 Activities and items described in the Technical Proposalbut not priced in the Financial Proposal, shall be assumedto be included in the prices of other activities or items, andno corrections are made to the Financial Proposal.

a. Time-BasedContracts

24.1.1 If a Time-Based contract form is included in theRFP, the Client’s evaluation committee will (a)correct any computational or arithmetical errors,and (b) adjust the prices if they fail to reflect allinputs included for the respective activities oritems included in the Technical Proposal. In caseof discrepancy between (i) a partial amount (sub-total) and the total amount, or (ii) between theamount derived by multiplication of unit pricewith quantity and the total price, or (iii) betweenwords and figures, the former will prevail. In caseof discrepancy between the Technical andFinancial Proposals in indicating quantities of

input, the Technical Proposal prevails and theClient’s evaluation committee shall correct thequantification indicated in the Financial Proposalso as to make it consistent with that indicated inthe Technical Proposal, apply the relevant unitprice included in the Financial Proposal to thecorrected quantity, and correct the total Proposalcost.

b. Lump-SumContracts

24.1.2 If a Lump-Sum contract form is included in the RFP,the Consultant is deemed to have included all pricesin the Financial Proposal, so neither arithmeticalcorrections nor price adjustments shall be made. Thetotal price, net of taxes understood as per ITC 25,specified in the Financial Proposal (Form FIN-1)shall be considered as the offered price.Where thereis a discrepancy between the amount in words andthe amount figures, the amount in words shallprevail.

25. Taxes 25.1 The Client’s evaluation of the Consultant’s FinancialProposal shall exclude taxes and duties in the Client’scountry in accordance with the instructions in the DataSheet.

26. Conversion toSingleCurrency

26.1 For the evaluation purposes, prices shall be converted toa single currency using the selling rates of exchange,source and date indicated in the Data Sheet.

27. CombinedQuality and CostEvaluation

a. Quality andCost-BasedSelection (QCBS)

27.1 In the case of QCBS, the total score is calculated byweighting the technical and financial scores and addingthem as per the formula and instructions in the DataSheet. The Consultant with the Most AdvantageousProposal, which is the Proposal that achieves the highestcombined technical and financial scores, will be invitedfor negotiations.

b. Fixed-BudgetSelection(FBS)

27.2 In the case of FBS, those Proposals that exceed thebudget indicated in ITC 14.1.4 of the Data Sheet shall berejected.

27.3 The Client will select the Consultant with the MostAdvantageous Proposal, which is the highest-rankedTechnical Proposal that does not exceed the budget

indicated in the RFP and invite such Consultant tonegotiate the Contract.

c. Least-CostSelection

27.4 In the case of Least-Cost Selection (LCS), the Client willselect the Consultant with the Most AdvantageousProposal, which is the Proposal with the lowest evaluatedtotal price among those Proposals that achieved theminimum qualifying technical score and invite such aConsultant to negotiate the Contract.

D. Negotiations and Award

28. Negotiations 28.1 The negotiations will be held at the date and addressindicated in the Data Sheet with the Consultant’srepresentative(s) who must have written power of attorneyto negotiate and sign a Contract on behalf of theConsultant.

28.2 The Client shall prepare minutes of negotiations that aresigned by the Client and the Consultant’s authorizedrepresentative.

a. Availability ofKey Experts

28.3 The invited Consultant shall confirm the availability of allKey Experts included in the Proposal as a pre-requisite tothe negotiations, or, if applicable, a replacement inaccordance with ITC 12. Failure to confirm the KeyExperts’ availability may result in the rejection of theConsultant’s Proposal and the Client proceeding tonegotiate the Contract with the next-ranked Consultant.

28.4 Notwithstanding the above, the substitution of Key Expertsat the negotiations may be considered if due solely tocircumstances outside the reasonable control of and notforeseeable by the Consultant, including but not limited todeath or medical incapacity. In such case, the Consultantshall offer a substitute Key Expert within the period of timespecified in the letter of invitation to negotiate the Contract,who shall have equivalent or better qualifications andexperience than the original candidate.

b. TechnicalNegotiations

28.5 The negotiations include discussions of the Terms ofReference (TORs), the proposed methodology, the Client’sinputs, the special conditions of theContract,andfinalizingthe“Description of Services” part ofthe Contract. These discussions shall not substantially alterthe original scope of services under the TOR or the termsof the contract, lest the quality of the final product, its

price, or the relevance of the initial evaluation be affected.

c. FinancialNegotiations

28.6 The negotiations include the clarification of theConsultant’s tax liability in the Client’s country and how itshould be reflected in the Contract.

28.7 If the selection method included cost as a factor in theevaluation, the total price stated in the Financial Proposalfor a Lump-Sum contract shall not be negotiated.

28.8 In the case of a Time-Based contract, unit ratesnegotiations shall not take place, except when the offeredKey Experts and Non-Key Experts’ remuneration rates aremuch higher than the typically charged rates by consultantsin similar contracts.Insuch case, the Client may ask forclarifications and, if the fees are very high, ask to changethe rates after consultation with the Bank.The format for (i)providing information on remuneration rates in the case ofQuality Based Selection; and (ii) clarifying remunerationrates’ structure under this Clause, is provided in AppendixA to the Financial Form FIN-3: Financial Negotiations –Breakdown of Remuneration Rates.

29. Conclusion ofNegotiations

29.1 The negotiations are concluded with a review of thefinalized draft Contract, which then shall be initialed by theClient and the Consultant’s authorized representative.

29.2 If the negotiations fail, the Client shall inform theConsultant in writing of all pending issues anddisagreements and provide a final opportunity to theConsultant to respond. If disagreement persists, the Clientshall terminate the negotiations informing the Consultant ofthe reasons for doing so. After having obtained the Bank’snoobjection, the Client will invite the next-rankedConsultant to negotiate a Contract. Once the Clientcommences negotiations with the next-ranked Consultant,the Client shall not reopen the earlier negotiations.

30. Standstill Period 30.1 The Contract shall not be awarded earlier than the expiry ofthe Standstill Period. The Standstill Period shall be ten (10)Business Days unless extended in accordance withITC33.The Standstill Period commences the day after thedate the Client has transmitted to each Consultant (that hasnot already been notified that it has been unsuccessful) theNotification of Intention to Award the Contract. Whereonly one Proposal is submitted, or if this contract is inresponse to an emergencysituation recognized by the

Bank,the Standstill Period shall not apply.

31. Notification ofIntention toAward

31.1 The Clientshall send to each Consultant (that has notalready been notified that it has been unsuccessful) theNotification of Intention to Award the Contract to thesuccessful Consultant. The Notification of Intention toAward shall contain, at a minimum, the followinginformation:

(a) the name and address of the Consultant with whomthe client successfully negotiated a contract;

(b) the contract price of the successful Proposal;

(c) the names of all Consultants included in the shortlist, indicating those that submitted Proposals;

(d) where the selection method requires, the priceoffered by each Consultant as read out and asevaluated;

(e) the overall technical scores and scores assigned foreach criterion and sub-criterion to each Consultant;

(f) the final combined scores and the final ranking ofthe Consultants;

(g) a statement of the reason(s) why the recipient’sProposal was unsuccessful, unless the combinedscore in (f) above already reveals the reason;

(h) the expiry date of the Standstill Period; and

(i) instructions on how to request a debriefing and/orsubmit a complaint during the Standstill Period.

32. Notification ofAward

32.1 Upon expiry of the Standstill Period, specified in ITC 30.1or any extension thereof, andupon satisfactorily addressingany complaint that has been filed within the StandstillPeriod, the Client shall,send a notification of award to thesuccessful Consultant, confirming the Client’s intention toaward the Contract to the successful Consultant andrequesting the successful Consultant to sign and return thedraft negotiated Contract within eight (8) Business Daysfrom the date of receipt of such notification. If specified inthe Data Sheet, the client shall simultaneously request thesuccessful Consultant to submit, within eight (8) BusinessDays, the Beneficial Ownership Disclosure Form.

Contract Award Notice

Within ten (10) Business Days from the date of notificationof award such request, the Client shall publish the Contract

Award Notice which shall contain, at a minimum, thefollowing information:

(a) name and address of the Client;

(b) name and reference number of the contract beingawarded, and the selection method used;

(c) names of the consultants that submitted proposals,and their proposal prices as read out at financialproposal opening, and as evaluated;

(d) names of all Consultants whose Proposals wererejected or were not evaluated, with the reasonstherefor;

(e) the name of the successful consultant, the final totalcontract price, the contract duration and a summaryof its scope; and.

(f) SuccessfulConsultant’sBeneficial OwnershipDisclosure Form, if specified in Data Sheet ITC32.1.

32.2 The Contract Award Notice shall be published on theClient’s website with free access if available, or in at leastone newspaper of national circulation in the Client’sCountry, or in the official gazette. The Client shall alsopublish the contract award notice in UNDB online

33. Debriefing by theClient

33.1 On receipt of the Client’s Notification of Intention toAward referred to in ITC31.1, an unsuccessful Consultanthas three (3) Business Days to make a written request tothe Client for a debriefing. The Client shall provide adebriefing to all unsuccessful Consultants whose request isreceived within this deadline.

33.2 Where a request for debriefing is received within thedeadline, the Client shall provide a debriefing within five(5) Business Days, unless the Client decides, for justifiablereasons, to provide the debriefing outside this timeframe. Inthat case, the standstill period shall automatically beextended until five (5) Business Days after such debriefingis provided. If more than one debriefing is so delayed, thestandstill period shall not end earlier than five (5) BusinessDays after the last debriefing takes place. The Client shallpromptly inform, by the quickest means available, allConsultants of the extended standstill period

33.3 Where a request for debriefing is received by theClientlater than the three (3)-Business Day deadline, the

Client should provide the debriefing as soon as practicable,and normally no later than fifteen (15) Business Days fromthe date of publication of Public Notice of Award ofcontract. Requests for debriefing received outside the three(3)-day deadline shall not lead to extension of the standstillperiod.

33.4 Debriefings of unsuccessful Consultants may be done inwriting or verbally. The Consultants shall bear their owncosts of attending such a debriefing meeting

34. Signing ofContract

34.1 The Contract shall be signed prior to the expiration of theProposal Validity Periodandpromptly after expiry of theStandstill Period, specified in ITC 30.1 or any extensionthereof, and upon satisfactorily addressing any complaintthat has been filed within the Standstill Period.

34.2 The Consultant is expected to commence the assignment onthe date and at the location specified in the Data Sheet.

35. ProcurementRelatedComplaint

35.1 The procedures for making a Procurement-relatedComplaint are as specified in the Data Sheet.

Section 2. Instructions to Consultants - Data Sheet 31

Section 2. Instructions to Consultants

E. Data Sheet

ITCReference A. General

2.1 Name of the Client: The Office of the Auditor General

Method of selection: QCBS as perthe Procurement Regulations (available onwww.worldbank.org)

2.2 Financial Proposal to be submitted together with Technical Proposal:

The name of the assignment is: Consulting Services for Strengthening theOffice of the Auditor General of Nepal

2.3 A pre-proposal conference will be held: Yes

[If “Yes”, fill in the following:]Date of pre-proposal conference: April 18, 2019

Time: 2:00 pm

Address:Office of the Auditor General, Babarmahal, Kathmandu, Nepal,Mobile: +9779841312669, Fax:+97714268309, email: info@oag.gov.np

Contact person/conference coordinator:Mr.Bamdev Sharma Adhikary,Project Coordinator

2.4 The Client will provide the following inputs, project data, reports, etc. tofacilitate the preparation of the Proposals: N/A

6.3.1 A list of debarred firms and individuals is available at the Bank’sexternal website: www.worldbank.org/debarr

B. Preparation of Proposals

9.1 This RFP has been issued in the English language.

Proposals shall be submitted in English language.

All correspondence exchange shall be in English language.

10.1 The Proposal shall comprise the following:

For FULL TECHNICAL PROPOSAL (FTP):

1st Inner Envelope with the Technical Proposal:

(1) Power of Attorney to sign the Proposal

(2) TECH-1

(3) TECH-2

(4) TECH-3

(5) TECH-4

(6) TECH-5

(7) TECH-6

2ndInner Envelope with the Financial Proposal:

(1) FIN-1

(2) FIN-2

(3) FIN-3

(4) FIN-4

(5) Statement of Undertaking

10.2 Statement of Undertaking is required

11.1 Participation of Sub-consultants, Key Experts and Non-Key Experts inmore than one Proposal is permissible

12.1 Proposals must remain validfor 120days after the proposal submissiondeadline.

13.1 Clarifications may be requested no later than10days prior to thesubmission deadline.

The contact information for requesting clarifications is:

Mr. Bamdev Sharma Adhikary, Project CoordinatorOffice of the Auditor General, Babarmahal, Kathmandu, Nepal, Mobile:+9779841312669, Fax:+97714268309, email: info@oag.gov.np

14.1.1 Shortlisted Consultants may associate with (a)

(a) non-shortlisted consultant(s): Yesafter obtaining the consent of theclient

(b) other shortlisted Consultants:No

14.1.2 Estimated input of Key Experts’ time-input: 2,865 person days (infigure) and Two thousand eight hundred sixty five person-days (in text).

14.1.4 and27.2

15.2 The format of the Technical Proposal to be submitted is: FTP

Submission of the Technical Proposal in a wrong format may lead to theProposal being deemed non-responsive to the RFP requirements.

16.1 (1) cost of travel by the most appropriate means of transport and the mostdirect practicable route;

(3) Cost of furniture, furnishing and Miscellaneous office operation;

(4) communications costs;

(5) cost of purchase or rent or freight of any equipment required to beprovided by the Consultants;

(6) cost of reports production (including printing) and delivering to theClient;

(7) Cost of stationary

(8) Cost for operation and Maintenance (including driver, fuel, taxes,insurance etc)

16.2 A price adjustment provision applies to remuneration rates:No

The Price Adjustment Provision applies to foreign and localInflation

16.3 “Information on the Consultant’s tax obligations in the Client’s countrycan be found

Inland Revenue Department, Nepal

http://www.ird.gov.np

16.4 The Financial Proposal shall be stated in the following currencies:

Consultant may express the price for their Services in any fully convertiblecurrency, singly or in combination of up to three foreign currencies.

The Financial Proposal should state local costs in the Client’s countrycurrency (local currency):Yes

C. Submission, Opening and Evaluation

17.1 The Consultants shall not have the option of submitting their Proposalselectronically.

17.4 The Consultant must submit:

(a) Technical Proposal: one (1) original and one (1) copies;

(b) Financial Proposal: one (1) original.

17.7 and17.9

The Proposals must be submitted no later than:

Date:May 8, 2019

Time: 12:00 Noon Local Time

The Proposal submission address is:

Mr. Bamdev Sharma Adhikary, Project CoordinatorOffice of the Auditor General, Babarmahal, Kathmandu, Nepal, Mobile:+9779841312669, Fax:+97714268309, email: info@oag.gov.np

19.1 An online option of the opening of the Technical Proposals is offered:No

The opening shall take place at:

same as the Proposal submission address

Date: same as the submission deadline indicated in 17.7.

Time:3:00 pm ( Local Time)

19.2 In addition, the following information will be read aloud at the openingof the Technical Proposals N/A

(for FTP)

Criteria, sub-criteria, and point system for the evaluation of the FullTechnical Proposals:

Points

(i) Specific experience of the Consultant (as a firm) relevant to theAssignment: 5 Points

ii) Adequacy and quality of the proposed methodology, and work planin responding to the Terms of Reference (TORs):25 Points

[Notes to Consultant: The Client will assess whether the proposedmethodology is clear, responds to the TORs, work plan is realistic andimplementable; overall team composition is balanced and has anappropriate skills mix; and the work plan has right input of Experts]

(iii)Key Experts’ qualifications and competence for the Assignment:60 points

{Notes to Consultant: each position number corresponds to the same for theKey Experts in Form TECH-6 to be prepared by the Consultant}

a) Position K-1: Audit Management Expert/Team Leader(International)15 points

b) Position K-2: Financial and compliance audit expert(International)

8 Points

c) Position K-3:Performance Audit Expert (International)6 points

d) Position K-4:Information Technology Audit Expert (International)

3 points

e) Position K-5: Audit Management Expert/ Deputy Team Leader(National) 10 Points

f) Position K-6: Public Sector Audit Training Expert (National)

6 points

g) Position K – 7: Senior Software Engineer (National)6 points

h) Position K-8: IT Application Developer6 points

Total points for criterion (iii): 60 points

The number of points to be assigned to each of the above positions shall bedetermined considering the following three sub-criteria and relevantpercentage weights:

1) General qualifications (general education, training, and experience):15%

2) Adequacy for the Assignment (relevant education, training, experience inthe sector/similar assignments ) : 80%

3)Relevant experience in the region (working level fluency in locallanguage(s)/knowledge of local culture or administrative system,government organization, etc.): 5%

Total weight: 100%

iv) Knowledge and skill transfer plan - 5 points

v) Change management plan - 5 points

Total points for the criteria:100

The minimum technical score (St) required to pass is: 70

Public Opening of Financial Proposals

23.4 An online option of the opening of the Financial Proposals is offered:No.

23.5 Following the completion of the evaluation of the Technical Proposals, theClient will notify all Consultants of the location, date and time of the publicopening of Financial Proposals.

Any interested party who wishes to attend this public opening should contactMr. Bamdev Sharma Adhikary, Project Coordinator, Office of the AuditorGeneral, Babarmahal, Kathmandu, Nepal, Mobile: +9779841312669,Fax:+97714268309, email: info@oag.gov.npand request to be notified of the location, date and time of the public openingof Financial Proposals. The request should be made before the deadline forsubmission of Proposals, stated above.

Alternatively, a notice of the public opening of Financial Proposals may bepublished on the Client’s website, if available.

25.1 For the purpose of the evaluation, the Client will exclude all localidentifiable indirect taxes such as sales tax, excise tax, VAT, or similar taxes

levied on the contract’s invoices.

26.1 The single currency for the conversion of all prices expressed in variouscurrencies into a single one is:Nepalese Rupees

The official source of the selling (exchange) rate is: Nepal Rastra Bank

The date of the exchange rate is: 28 days before deadline for ProposalSubmission

(QCBSonly)

The lowest evaluated Financial Proposal (Fm) is given the maximumfinancial score (Sf) of 100.

The formula for determining the financial scores (Sf) of all otherProposals is calculated as following:

Sf = 100 x Fm/ F, in which “Sf” is the financial score, “Fm” is the lowestprice, and “F” the price of the proposal under consideration.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 TechnicalProposal; P = the weight given to the Financial Proposal; T + P = 1) asfollowing: S = St x T% + Sf x P%.

D. Negotiations and Award

28.1 Expected date and address for contract negotiations:

Date: June 12, 2019

Address:Project Management Unit, Office of the Auditor General

32.1 The successful Consultant shall not submit the Beneficial OwnershipDisclosure Form.

34.2 Expected date for the commencement of the Services:

Date:July 1, 2019at: OAGN, Babarmahal, Kathmandu, Nepal

35.1 The procedures for making a Procurement-related Complaint are detailed in

the “Procurement Regulations for IPF Borrowers (Annex III).” If aConsultant wishes to make a Procurement-related Complaint, the Consultantshallsubmit its complaint following these procedures, In Writing (by thequickest means available, such as by email or fax), to:

For the attention: Bamdev Sharma Adhikary

Title/position: Project Coordinator

Client: Project Implementation Unit, Office of the Auditor General

Email address: info@oag.gov.np

In summary, a Procurement-related Complaint may challenge any of thefollowing:

1. the terms of this Request for Proposal;

2. the Client’s decision to exclude a Consultant from the procurementprocess prior to the award of contract; and

3. the Client’s decision to award the contract.

Section 3. Technical Proposal – Standard Forms 39

Section 3. Technical Proposal – Standard Forms{Notes to Consultant shown in brackets { }; they should not appear on the Proposals to besubmitted.}

CHECKLIST OF REQUIRED FORMS

All pages of the original Technical and Financial Proposal shall be initialed by the sameauthorized representative of the Consultant who signs the Proposal.

Required forFTP or STP

FORM DESCRIPTION

Page Limit

FTP STP TECH-1 Technical Proposal Submission Form.

Ifapplicable

TECH-1Attachment

If the Proposal is submitted by a joint venture,attach a letter of intent or a copy of an existingagreement.

Ifapplicable

Power ofAttorney

No pre-set format/form. In the case of a JointVenture, several are required: a power of attorneyfor the authorized representative of each JVmember, and a power of attorney for therepresentative of the lead member to represent allJV members

TECH-2 Consultant’s Organization and Experience.

TECH-2A A. Consultant’s Organization

TECH-2B B. Consultant’s Experience

TECH-3 Comments or Suggestions on the Terms of

Reference and on Counterpart Staff and Facilitiesto be provided by the Client.

TECH-3A A. On the Terms of Reference

TECH-3B B. On the Counterpart Staff and Facilities

TECH-4 Description of the Approach, Methodology, and

Work Plan for Performing the Assignment

TECH-5 Work Schedule and Planning for Deliverables

TECH-6 Team Composition, Key Experts Inputs, and

attached Curriculum Vitae (CV)

FORM TECH-1

TECHNICAL PROPOSAL SUBMISSION FORM

{Location, Date}

To:Mr. Bamdev Sharma AdhikaryProject CoordinatorProject Implementation Unit,Office of the Auditor General,Babrmahal, Kathmandu, Nepal

Dear Sirs:

We, the undersigned, offer to provide the Consulting Services for Strengthening theOffice of the Auditor in accordance with your Request for Proposals(RFP) dated March 25,2019and our Proposal. “We are hereby submitting our Proposal, which includes thisTechnical Proposal and a FinancialProposal sealed in a separate envelope”

{If the Consultant is a joint venture, insert the following: We are submitting ourProposal a joint venture with: {Insert a list with full name and the legal address of eachmember, and indicate the lead member}.We have attached a copy {insert: “of our letter ofintent to form a joint venture” or, if a JV is already formed, “of the JV agreement”} signed byevery participating member, which details the likely legal structure of and the confirmation ofjoint and severable liability of the members of the said joint venture.

If the Consultant’s Proposal includes Sub-consultants, insert the following: We are submittingour Proposal with the following firms as Sub-consultants: {Insert a list with full name andaddress of each Sub-consultant.}

We hereby declare that:

(a) All the information and statements made in this Proposal are true and weaccept that any misinterpretation or misrepresentation contained in thisProposal may lead to our disqualification by the Client and/or may besanctioned by the Bank.

(b) Our Proposal shall be valid and remain binding upon us for the period of timespecified in the Data Sheet, ITC 12.1.

(c) We have no conflict of interest in accordance with ITC 3.

(d) We meet the eligibility requirements as stated in ITC 6, and we confirm ourunderstanding of our obligation to abide by the Bank’s policy in regardtoFraud and Corruption as per ITC 5.

(e) We, along with any of our sub-consultants, subcontractors, suppliers, or serviceproviders for any part of the contract, are not subject to, and not controlled byany entity or individual that is subject to, a temporary suspension or adebarment imposed by the World Bank Group or a debarment imposed by theWorld Bank Group in accordance with the Agreement for Mutual Enforcementof Debarment Decisions between the World Bank and other developmentbanks. Further, we are not ineligible under the Client’s country laws or officialregulations or pursuant to a decision of the United Nations Security Council;

(f) In competing for (and, if the award is made to us, in executing) the Contract,we undertake to observe the laws against fraud and corruption, includingbribery, in force in the country of the Client.

(g) Except as stated in the Data Sheet, ITC 12.7, we undertake to negotiate aContract on the basis of the proposed Key Experts. We accept that thesubstitution of Key Experts for reasons other than those stated in ITC 12 andITC 28.4 may lead to the termination of Contract negotiations.

(h) Our Proposal is binding upon us and subject to any modifications resultingfrom the Contract negotiations.

We undertake, if our Proposal is accepted and the Contract is signed, to initiate the Servicesrelated to the assignment no later than the date indicated in ITC 34.2 of the Data Sheet.

We understand that the Client is not bound to accept any Proposal that the Client receives.

We remain,

Yours sincerely,

_________________________________________________________________Signature (of Consultant’s authorized representative) {In full and initials}:

Full name: {insert full name of authorized representative}Title: {insert title/position of authorized representative}Name of Consultant (company’s name or JV’s name):Capacity: {insert the person’s capacity to sign for the Consultant}Address: {insert the authorized representative’s address}Phone/fax: {insert the authorized representative’s phone and fax number, ifapplicable}Email: {insert the authorized representative’s email address}

{For a joint venture, either all members shall sign or only the lead member, in whichcase the power of attorney to sign on behalf of all members shall be attached}

FORM TECH-2

CONSULTANT’S ORGANIZATION AND EXPERIENCE

Form TECH-2: a brief description of the Consultant’s organization and an outline of therecent experience of the Consultant that is most relevant to the assignment. In the case of ajoint venture, information on similar assignments shall be provided for each partner. For eachassignment, 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, ifit was done in a form of a joint venture or a sub-consultancy, the amount paid to theConsultant), and the Consultant’s role/involvement.

A - Consultant’s Organization

1. Provide here a brief description of the background and organization of your company, and– in case of ajoint venture – of each member for this assignment.

2. Include organizational chart, a list of Board of Directors, and beneficial ownership. [Ifrequired underData Sheet ITC32.1, the successful Consultant shall provide additionalinformation on beneficial ownership, using the Beneficial Ownership Disclosure Form.]

B - Consultant’s Experience

1. List only previous similar assignments successfully completed in the last10years.

2. List only those assignments for which the Consultant was legally contracted by the Clientas a company or was one of the joint venture members. Assignments completed by theConsultant’s individual experts working privately or through other consulting firms cannotbe claimed as the relevant experience of the Consultant, or that of the Consultant’s partnersor sub-consultants, but can be claimed by the Experts themselves in their CVs. TheConsultant should be prepared to substantiate the claimed experience by presenting copiesof relevant documents and references if so requested by the Client.

Duration Assignment name/& briefdescription of maindeliverables/outputs

Name of Client& Country ofAssignment

Approx.Contract value

(in US$equivalent)/

Amount paid toyour firm

Role on theAssignment

{e.g.,Jan.2009–Apr.2010}

{e.g., “Improvementquality of...............”:designed master plan forrationalization of ........; }

{e.g., Ministry of......, country}

{e.g., US$1mill/US$0.5 mill}

{e.g., Leadpartner in a JVA&B&C}

{e.g., Jan-May2008}

{e.g., “Support to sub-national government.....” :drafted secondary levelregulations on..............}

{e.g.,municipalityof........., country}

{e.g., US$0.2mil/US$0.2 mil}

{e.g., soleConsultant}

FORM TECH-3

COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE, COUNTERPARTSTAFF, AND FACILITIES TO BE PROVIDED BY THE CLIENT

Form TECH-3: comments and suggestions on the Terms of Reference that could improve thequality/effectiveness of the assignment; and on requirements for counterpart staff and facilities,which are provided by the Client, including: administrative support, office space, localtransportation, equipment, data, etc.

A - On the Terms of Reference

{improvements to the Terms of Reference, if any}

B - On Counterpart Staff and Facilities

{comments on counterpart staff and facilities to be provided by the Client. For example,administrative support, office space, local transportation, equipment, data, backgroundreports, etc., if any}

FORM TECH-4

DESCRIPTION OF APPROACH, METHODOLOGY, AND WORK PLAN INRESPONDING TO THE TERMS OF REFERENCE

Form TECH-4: a description of the approach, methodology and work plan for performing theassignment, including a detailed description of the proposed methodology and staffing fortraining, if the Terms of Reference specify training as a specific component of the assignment.

{Suggested structure of your Technical Proposal (in FTP format):

a) Technical Approach and Methodologyb) Work Planc) Organization and Staffing}

a) Technical Approach and Methodology. {Please explain your understanding of theobjectives of the assignment as outlined in the Terms of Reference (TORs), thetechnical approach, and the methodology you would adopt for implementing the tasksincluding the Environmental, Social (including sexual exploitation and abuse (SEA)and gender based violence (GBV)), Health and Safety (ESHS) aspectsto deliver theexpected output(s), and the degree of detail of such output. Please do not repeat/copythe TORs in here.}

b) Work Plan. {Please outline the plan for the implementation of the mainactivities/tasks of the assignment, their content and duration, phasing andinterrelations, milestones (including interim approvals by the Client), and tentativedelivery dates of the reports. The proposed work plan should be consistent with thetechnical approach and methodology, showing your understanding of the TOR andability 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. Thework plan should be consistent with the Work Schedule Form.}

c) Organization and Staffing. {Please describe the structure and composition of yourteam, including the list of the Key Experts, Non-Key Experts and relevant technicaland administrative support staff.}

FORM TECH-5

WORK SCHEDULE AND PLANNING FOR DELIVERABLES

N° Deliverables 1 (D-..)Months

1 2 3 4 5 6 7 8 9 ..... n TOTALD-1 {e.g., Deliverable #1: Report A

1) data collection2) drafting3) inception report4) incorporating comments5) delivery of final report to Client}

D-2 {e.g., Deliverable #2:...............}

1 List the deliverables with the breakdown for activities required to produce them and other benchmarks such as the Client’s approvals. For phasedassignments, 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.

FORM TECH-6

TEAM COMPOSITION, ASSIGNMENT, AND KEY EXPERTS’ INPUTS

N° NameExpert’s input (in person/month) per each Deliverable (listed in TECH-5) Total time-input

(in Months)

Position D-1 D-2 D-3 ........ D-... Home Field TotalKEY EXPERTS

K-1 {e.g., Mr. Abbbb} [TeamLeader]

[Home] [2 month] [1.0] [1.0][Field] [0.5 m] [2.5] [0]

SubtotalNON-KEY EXPERTS

N-1[Home][Field]

SubtotalTotal

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.

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 countryoutside the expert’s country of residence.

Full time inputPart time input

FORM TECH-6(CONTINUED)

CURRICULUM VITAE (CV)

Position Title and No. {e.g., K-1, TEAM LEADER}

Name of Expert: {Insert full name}

Date of Birth: {day/month/year}

Country of Citizenship/Residence

Education: {List college/university or other specialized education, giving names ofeducational institutions, dates attended, degree(s)/diploma(s) obtained}

________________________________________________________________________

Employment record relevant to the assignment: {Starting with present position, list inreverse order. Please provide dates, name of employing organization, titles of positions held,types of activities performed and location of the assignment, and contact information ofprevious clients and employing organization(s) who can be contacted for references. Pastemployment that is not relevant to the assignment does not need to be included.}

Period Employing organization andyour title/position. Contactinformation for references

Country Summary of activitiesperformed relevant tothe Assignment

[e.g., May2005-present]

[e.g., Ministry of ……,advisor/consultant to…

For references: Tel…………/e-mail……; Mr. Hbbbbb, deputyminister]

Membership in Professional Associations and Publications:______________________________________________________________________

Language Skills (indicate only languages in which you can work): ____________________________________________________________________________________

Adequacy for the Assignment:

Detailed Tasks Assigned on Consultant’sTeam of Experts:

Reference to Prior Work/Assignments thatBest Illustrates Capability to Handle theAssigned Tasks

{List all deliverables/tasks as in TECH- 5in which the Expert will be involved)

Expert’s contact information: (e-mail…………………., phone……………)

Certification:I, the undersigned, certify that to the best of my knowledge and belief, this CV correctlydescribes myself, my qualifications, and my experience, and I am available, as and whennecessary, to undertake the assignment in case of an award. I understand that anymisstatement or misrepresentation described herein may lead to my disqualification ordismissal by the Client, and/or sanctions by the Bank.

{day/month/year}

Name of Expert Signature Date

{day/month/year}

Name of authorized Signature DateRepresentative of the Consultant(thesame who signs the Proposal)

Section 4. Financial Proposal – Standard Forms 53

Section 4. Financial Proposal - Standard Forms{Notes to Consultantshown in brackets { }; they should not appear on the Financial Proposalsto be submitted.}

Financial Proposal Standard Forms shall be used for the preparation of the Financial Proposalaccording to the instructions provided in Section 2.

FIN-1 Financial Proposal Submission Form

FIN-2 Summary of Costs

FIN-3 Breakdown of Remuneration, including Appendix A “Financial Negotiations -Breakdown of Remuneration Rates” in the case of QBS method

FIN-4 Reimbursable expenses

FORM FIN-1FINANCIAL PROPOSAL SUBMISSION FORM

{Location, Date}

To:Mr. Bamdev Sharma AdhikaryProject CoordinatorProject Implementation Unit,Office of the Auditor General,Babrmahal, Kathmandu, Nepal

Dear Sirs:

We, the undersigned, offer to provide the consulting services for strengthening officeof Auditor General in accordance with your Request for Proposal dated March 25, 2019 andour Technical Proposal.

Our attached Financial Proposal is for the amount of{Indicate the corresponding to theamount(s) currency(ies)}{Insert amount(s) in words and figures}, [Insert “including” or“excluding”] of all indirect local taxes in accordance with ITC 25.1 in the Data Sheet. Theestimated amount of local indirect taxes is {Insert currency} {Insert amount in words andfigures} which shall be confirmed or adjusted, if needed, during negotiations. {Please notethat all amounts shall be the same as in Form FIN-2}.

Our Financial Proposal shall be valid and remain binding upon us, subject to themodifications resulting from Contract negotiations, for the period of time specified in theData Sheet, ITC 12.1.

Commissions and gratuities paid or to be paid by us to an agent or any third partyrelating to preparation or submission of this Proposal and Contract execution, paid if we areawarded the Contract, are listed below:

Name and Address Amount and Purpose of Commissionof Agents Currency or Gratuity

{If no payments are made or promised, add the following statement: “No commissions orgratuities have been or are to be paid by us to agents or any third party relating to thisProposal and Contract execution.”}

We understand you are not bound to accept any Proposal you receive.

Section 4. Financial Proposal – Standard Forms 55 55

We remain,

Yours sincerely,

_________________________________________________________________Signature (of Consultant’s authorized representative) {In full and initials}:

Full name: {insert full name of authorized representative}Title: {insert title/position of authorized representative}Name of Consultant (company’s name or JV’s name):Capacity: {insert the person’s capacity to sign for the Consultant}Address: {insert the authorized representative’s address}Phone/fax: {insert the authorized representative’s phone and fax number, ifapplicable}Email: {insert the authorized representative’s email address}

{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 beattached}

FORM FIN-2 SUMMARY OF COSTS

Cost{Consultant must state the proposed Costs in accordance with ITC 16.4 of the Data Sheet;

delete columns which are not used}

{Insert ForeignCurrency # 1}

{Insert ForeignCurrency # 2, ifused}

{Insert ForeignCurrency # 3, ifused}

{InsertLocal Currency, if

used and/or required (16.4Data Sheet}

Cost of the Financial Proposal

Including:

(1) Remuneration

(2)Reimbursables

Total Cost of the Financial Proposal:{Should match the amount in Form FIN-1}

Indirect Local Tax Estimates – to be discussed and finalized at the negotiations if the Contract is awarded

(i) {insert type of tax. e.g., VAT or salestax}

(ii) {e.g., income tax on non-residentexperts}

(iii) {insert type of tax}

Total Estimate for Indirect Local Tax:

Footnote: Payments will be made in the currency(ies) expressed above (Reference to ITC 16.4).

FORM FIN-3 BREAKDOWN OF REMUNERATION

When used for Lump-Sum contract assignment, information to be provided in this Form shall only be used to demonstrate the basisfor the calculation of the Contract’s ceiling amount; to calculate applicable taxes at contract negotiations; and, if needed, to establishpayments to the Consultant for possible additional services requested by the Client. This Form shall not be used as a basis forpayments under Lump-Sum contracts

A. Remuneration

No.Name Position (as

in TECH-6)

Person-monthRemuneration

Time Input inPerson/Month(from TECH-6)

{Currency# 1- as inFIN-2}

{Currency #2- as in FIN-2}

{Currency# 3-as in FIN-2}

{LocalCurrency- as

in FIN-2}

Key Experts

K-1 [Home]

[Field]

Non-Key ExpertsN-1 [Home]

N-2 [Field]

Total Costs

FORM FIN-4 BREAKDOWN OF REIMBURSABLE EXPENSES

When used for Lump-Sum contract assignment, information to be provided in this Form shall only be used to demonstrate the basisfor calculation of the Contract ceiling amount, to calculate applicable taxes at contract negotiations and, if needed, to establishpayments to the Consultant for possible additional services requested by the Client. This form shall not be used as a basis forpayments under Lump-Sum contracts

B. Reimbursable Expenses

N° Type of ReimbursableExpenses Unit Unit Cost Quantity {Currency # 1-

as in FIN-2}{Currency # 2-as in FIN-2}

{Currency# 3-as in FIN-2}

{LocalCurrency- as in

FIN-2}

{e.g., Per diem allowances**} {Day}

{e.g., International flights} {Ticket}

{e.g., In/out airporttransportation} {Trip}

{e.g., Communication costsbetween Insert place and Insertplace}{ e.g., reproduction of reports}

{e.g., Office rent}

....................................{Training of the Client’spersonnel – if required in TOR}

Total Costs

Legend:“Per diem allowance” is paid for each night the expert is required by the Contract to be away from his/her usual place of residence.Client can set up a ceiling.

Section 5. Eligible Countries 59

Section 5. Eligible Countries

In reference to ITC6.3.2, for the information of shortlisted Consultants, at the present timefirms, goods and services from the following countries are excluded from this selection:

Under the ITC 6.3.2 (a): None

Under the ITC 6.3.2 (b): None

Section 6. Fraud and Corruption 61

Section 6. Fraud and Corruption(This Section 6, Fraud and Corruptionshall not be modified)

1. Purpose

1.1 The Bank’s Anti-Corruption Guidelines and this annex apply with respect to procurementunder Bank Investment Project Financing operations.

2. Requirements

2.1 The Bank requires that Borrowers (including beneficiaries of Bank financing); bidders(applicants/proposers), consultants, contractors and suppliers; any sub-contractors, sub-consultants, service providers or suppliers; any agents (whether declared or not); and anyof their personnel, observe the highest standard of ethics during the procurement process,selection and contract execution of Bank-financed contracts, and refrain from Fraud andCorruption.

2.2 To this end, the Bank:

a. Defines, for the purposes of this provision, the terms set forth below as follows:

i. “corrupt practice” is the offering, giving, receiving, or soliciting, directly orindirectly, of anything of value to influence improperly the actions of anotherparty;

ii. “fraudulent practice” is any act or omission, including misrepresentation, thatknowingly or recklessly misleads, or attempts to mislead, a party to obtainfinancial or other benefit or to avoid an obligation;

iii. “collusive practice” is an arrangement between two or more parties designed toachieve an improper purpose, including to influence improperly the actions ofanother party;

iv. “coercive practice” is impairing or harming, or threatening to impair or harm,directly or indirectly, any party or the property of the party to influence improperlythe actions of a party;

v. “obstructive practice” is:(a) deliberately destroying, falsifying, altering, or concealing of evidence

material to the investigation or making false statements to investigators inorder to materially impede a Bank investigation into allegations of acorrupt, fraudulent, coercive, or collusive practice; and/or threatening,harassing, or intimidating any party to prevent it from disclosing itsknowledge of matters relevant to the investigation or from pursuing theinvestigation; or

Section 6. Fraud and Corruption 62

(b) acts intended to materially impede the exercise of the Bank’s inspectionand audit rights provided for under paragraph 2.2 e. below.

b. Rejects a proposal for award if the Bank determines that the firm or individualrecommended for award, any of its personnel, or its agents, or its sub-consultants, sub-contractors, service providers, suppliers and/ or their employees, has, directly orindirectly, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practicesin competing for the contract in question;

c. In addition to the legal remedies set out in the relevant Legal Agreement, may takeother appropriate actions, including declaring misprocurement, if the Bank determinesat any time that representatives of the Borrower or of a recipient of any part of theproceeds of the loan engaged in corrupt, fraudulent, collusive, coercive, or obstructivepractices during the procurement process, selection and/or execution of the contract inquestion, without the Borrower having taken timely and appropriate actionsatisfactory to the Bank to address such practices when they occur, including byfailing to inform the Bank in a timely manner at the time they knew of the practices;

d. Pursuant to the Bank’s Anti- Corruption Guidelines and in accordance with the Bank’sprevailing sanctions policies and procedures, may sanction a firm or individual, eitherindefinitely or for a stated period of time, including by publicly declaring such firm orindividual ineligible (i) to be awarded or otherwise benefit from a Bank-financedcontract, financially or in any other manner;1 (ii) to be a nominated2 sub-contractor,consultant, manufacturer or supplier, or service provider of an otherwise eligible firmbeing awarded a Bank-financed contract; and (iii) to receive the proceeds of any loanmade by the Bank or otherwise to participate further in the preparation orimplementation of any Bank-financed project;

e. Requires that a clause be included in bidding/request for proposals documents and incontracts financed by a Bank loan, requiring (i) bidders (applicants/proposers),,consultants, contractors, and suppliers, and their sub-contractors, sub-consultants,service providers, suppliers, agents personnel, permit the Bank to inspect3 all accounts,records and other documents relating to the procurement process, selection and/orcontract execution, and to have them audited by auditors appointed by the Bank.

1 For the avoidance of doubt, a sanctioned party’s ineligibility to be awarded a contract shall include, without limitation,(i) applying for pre-qualification, expressing interest in a consultancy, and bidding, either directly or as a nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service provider, in respect of suchcontract, and (ii) entering into an addendum or amendment introducing a material modification to any existing contract.

2 A nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service provider(different names are used depending on the particular bidding document) is one which has been: (i) included by thebidder in its pre-qualification application or bid because it brings specific and critical experience and know-how thatallow the bidder to meet the qualification requirements for the particular bid; or (ii) appointed by the Borrower.

3 Inspections in this context usually are investigative (i.e., forensic) in nature. They involve fact-finding activitiesundertaken by the Bank or persons appointed by the Bank to address specific matters related to investigations/audits,such as evaluating the veracity of an allegation of possible Fraud and Corruption, through the appropriate mechanisms.Such activity includes but is not limited to: accessing and examining a firm's or individual's financial records andinformation, and making copies thereof as relevant; accessing and examining any other documents, data and information(whether in hard copy or electronic format) deemed relevant for the investigation/audit, and making copies thereof asrelevant; interviewing staff and other relevant individuals; performing physical inspections and site visits; and obtainingthird party verification of information.

Section 7. Terms of Reference 63

Section 7. Terms of Reference

FORCONSULTING SERVICES FOR STRENGTHENING THE OFFICE OF THE

AUDITOR GENERAL OF NEPAL (OAGN)Audit and IT Services

Contract Id. No. NP-OAGN-CS-1

I. Introduction1. Public financial management (PFM) is the center point to the Government of

Nepal’s strategy for ensuring effective resource allocation, strengthening publicservice delivery, and creating inclusive and broad-based development. Nepal has takensignificant strides reforming its downstream PFM processes and system. These wereundertaken with the objective of ensuring a transparent, efficient, economical, andaccountable use of public resources. As part of its reform effort, the Government ofNepal in 2009 established a Public Expenditure and Financial Accountability (PEFA)Steering Committee as an apex body and set up a PEFA Secretariat; and in both 2008and 2015 carried out PEFA assessments.

2. Underscored by Multi Donor Trust Fund (MDTF) focuses on 3 priority outcomes.These outcomes are (a) strengthened efficiency and results orientation of the budgetcycle at federal and sub national levels, evidenced by improvement in the capitalbudget execution rate and tax collection and supported by improved tax administrationprocesses and efficient PFM-related IT systems; (b) increased professional capacity ofkey PFM stakeholders, improving capacity-building institutions, and enhancingcapacity of the PEFA Secretariat to design, manage, and coordinate PFM reform; and(c) enhanced PFM accountability by means of a strengthened external audit function,increased transparency and citizen participation in the budget process, and increasedinvolvement of relevant Parliamentary committees and oversight bodies.

3. The Government of Nepal has received a Grant from the Nepal Multi Donor TrustFund (MDTF) for Public Financial Management (PFM) towards meeting theobjectives of the proposed strengthening the Office of the Auditor General Project. Themain objective of the Grant is to enhance the quality and impact of public sector auditin Nepal. The Grant has become effective by August 2018 and will close on June 30,2021.

4. The OAGN recognizes a need to address three key challenges in public auditfunction. These are (a) deepening knowledge and coverage of new InternationalOrganization of Supreme Audit Institutions (INTOSAI) standard compliantmethodology, (b) strengthening quality assurance and audit follow-up function, and (c)providing new local-level audit requirements. The Supreme Audit Institutions (SAI)PMF report 2014 notes that specific interventions must address these challenges. Thenew federal structure presents opportunities and challenges to develop anengagement that is anchored in the shift underway in the country’s political

history. Strategic fit of the proposed Integrated PFM Reform Project lies primarily inproviding essential technical assistance to implement the new policy framework. In thiscontext, the project will consolidate and build on the foundations created at the federallevel by the continuous PFM reforms and establish building blocks for a coherent andintegrated PFM framework in federal- and sub national-level arrangements. Projectswill have a strong downstream focus while also focusing on strengthening essentialupstream processes. The project financed by the Grant is a part of the GovernmentofNepal’s Public Financial Management Reform Strategy/Program (PFMRP) Phase II(2016/17-2025/26). The PFMRP adopts a holistic, government-wide approach thatencompasses strengthening of institutional and technical aspects. The PFMRP isintended to be a gradual, long-term process that requires political will and commitment,and that will contribute towards reduced fiduciary risks, increased transparency, andincreased accountability.

II. Institutional Arrangements

5. Institutional and implementation arrangements consist of three major elements. Theseelements are (a) PEFA Steering Committee at strategic level; (b) overall projectcoordination by the PEFA Secretariat; and (c) implementing agencies and their projectteams or project focal persons comprising existing staff, at operational level.

6. The PEFA Steering Committee, chaired by the Finance Secretary, and senior-levelrepresentatives from various core PFM agencies/ministries, including OAGN and PublicProcurement Monitoring Office (PPMO), provide strategic direction to projectimplementation and ensure achievement of project development objectives.

7. The PEFA Secretariat coordinates and facilitates the implementation of threecomponents. Implementation of project activities rests with government ministries,departments, and agencies aligned with their institutional mandates. Theseimplementing agencies, including the PPMO and OAGN, are responsible forpreparation of their procurement plans and annual work plans as well as for thefinancial management and procurement of their respective activities.

8. The proposed ToRs will fall under the OAGN component and the consulting firm shallreport to the OAGN Management Committee chaired by the Program Coordinator.The Management Committee will monitor the progress of the consultants. TheProgram Coordinator (designated Assistant Auditor General) will serve as theprimary focal point and liaison person for the day-to-day operation and implementationof the consultant’s work program.

III. Objective of the Assignment:

Enhancement of quality of Audit works through improvement of audit methodology,effective use of IT system and citizen engagement in public audit.

IV. Scope of Consulting Services

65 | P a g e

9. The consulting assignment comprises of following activities.

PART I.

a. Provide technical advice in the preparation of the annual audit plans forfederal and sub-national governments. This activity will build upon OAGNepal’s earlier efforts to implement risk-based auditing, to ensure that the riskanalyses carried out determine the nature, scope and extent of audit testing. Thiswould include use of Nepal Audit Management Information System (NAMS)for risk-based planning for the federal, provincial and local level. The risk-basedplanning should create necessary space that the OAGN requires to meet itsextended mandate. This activity also includes the support on formulation of 4thstrategic plan of OAGN based on 2nd assessment based on SAI PerformanceMeasurement Framework conducted. The consultant shall update the code ofethics in line with INTOSAI Framework for Professional Pronouncement(IFPP) which will be translated into Nepali and get it printed in 500 copies.

b. Update the existing manuals. Consultants engaged under the project will beavailable for consultation by the OAG management on policy and topical issues.This will include, developing and updating auditing standards, sectoral auditguides, manuals, checklists in the context of segregation of financial,performance, compliance audit in the light of changes introduced through thefederal structures and requirements of the new mandate and translate in Nepalilanguage and get it printed at least 500 copies in each language. Consultant shallorganize cross learning with more advanced SAIs on conducting financial,compliance and performance audit separately in the participation of at least 40officials, audit of Sustainable Development Goals (SDGs), environmental audit,disaster management etc. in accordance with international standards and goodpractices. The consultants shall also conduct training need assessment andprepare a three-year training plan and advice on nomination of staff for trainingsand carry out rollout training to all audit staff in financial, compliance andperformance auditing considering the updated standard manual and directives.A training directorate will be strengthened in the office of the Auditor General.The consultant shall also support the strengthening of Audit Quality AssuranceUnit by developing and updating guidance documents enhance skill andknowledge of staff and provide required training to conduct quality assurancereview in ICT environment. This activity also includes developing indicator toevaluate the financial accountability assessment of 3 levels of government.

PART II.

a. Deepening the use of Nepal Audit Management Information System(NAMS); The NAMS has been designed to enhance efficiency and

effectiveness of the audit management process; however, its sustainabilitydepends on many factors such as proper management and organization of theOAGN IT function, IT governance, security management, and allocation ofadequate resources. This subcomponent will (a) formulate IT policies andfunctions of OAGN that ensures NAMS and Electronic Working Paper (EWP)sustainability; (b) conduct gap analysis on NAMS and EWP to address thecurrent requirements and context of federal, provincial and local level audit (c)update NAMS and EWP to manage audit in online and offline environmentconsidering the gap identifies or develop new audit management software (d)enhance capacity of federal, provincial and local level auditors on use of NAMSand EWP e) The NAMS and EWP provide for creating a database of auditfindings and observations, which would be constantly populated by ongoingfield audits using electronic working papersf) provide solution for sustainableuse of IT system developed or updated g) populate previous 10 years auditobservations in NAMS and create updated database h) extend the use of NAMSfor audit follow-up with the line ministries and monitoring of implementation ofaudit recommendations by the PAC.

b. Establish IT excellence center; An IT audit excellence center will beestablished with in the office of the Auditor General to; a) organize crossboarder learning in using IT system to manage audit b) create system ofconnectivity in NAMS and EWP with LMBIS, BMIS, eGP, RIMS, TSA andSuTRA data and develop skills with in OAGN to download data from theinformation systems; c) train 40 auditors in use of NAMS and trouble shootissues as these arise in the use of NAMS and EWP; d) identify and suggest ICTrequirements and resources and design administrative software to aromatize thefunction of the OAGN; e) organize 40 pilot audits using updated NAMS andEWP; f) finalize the NAMS and EWP considering the feedback from pilotaudit; g) organize roll out training to 400 OAGN staff on Audit ManagementSoftware h) develop a data base of information by collecting data from otherentities and using the data for smart data analysis and better use of 15 IDEAsoftware which should be procured and provided by the consultant to theOAGN; h) tracking system for monitoring of follow-up of auditrecommendations.

c. The consultant shall develop proof of concept in the use of artificialintelligence in audit of database captured from Line Ministries BudgetInformation System (LMBIS), Treasury Single Account (TSA), BudgetManagement Information System (BMIS), Sub National Treasury RegulatoryApplication (SuTRA), TSA and eGP for risk based audit.

d. Disruptive technology; The OAGN plans to establish a two-way citizenfeedback system through innovative use of IT solutions. Mobile auditapplication will also be designed to enhance collaboration with stakeholders.Awareness will be created to use and share information using mobileapplication. This will include up-grading the OAGN website to enable citizenengagement and implementing a grievance redressal system and a monitoring

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system of field auditors at the center and in provinces. Four pilot audits will beundertaken by using innovative solution like use of mobile phones technologyetc.

Part III10. Strengthen Performance audit function and citizen participatory audit (CPA)

i. Conduct study and update CPA and performance audit guide, manual, checklistsand other related documents as per International good practices.

ii. Support to conduct pilot performance audit in accordance to CPA guideline andmethodology with greater collaboration with Civil Society Organizations (CSOs)and other stakeholder.

iii. Organise an intensive training programme in performance audit and citizenparticipatory audit and disaster audit both at federal and sub national level.

iv. Support in increasing the proportion of performance audits.v. Create awareness among the civil society organization and organize workshop in

conducting performance audit and facilitate the process of involving CSOs in auditwith logistic support.

vi. Assist OAGN in standardizing its publication of performance audit report and itsdissemination at the local level and sharing the major findings, briefing, CSOs andother stakeholder.

vii. Support OAGN in creating a database to map CSOs and think tanks at the subnational level.

viii. Support OAG in developing CSO selection criteria for participation audit at thedistrict level and in designing and delivering capacity development program forparticipation of CSOs in the performance audit at sub national level.

ix. Organize cross learning to at least 30 staff with advance SAIs in performance auditand environment audit.

x. Conduct Stakeholder satisfaction survey on Audit.xi. Support drafting of final performance audit report and submission to core audit

teamxii. Organized workshop for training Public Accounts Committee (PAC) member on

different audit report, CPA, Key findings and recommendation of audit report andtheir role in executing audit recommendations.

V. Qualification Requirements of the Consultant

11. The Consultant is expected to have a thorough knowledge of international standardsand best practices for Supreme Audit Institutions (SAIs). The Consultant will be wellversed in the issues of SAIs in developing countries, specifically in respect of effectivemeasures for enhancement of audit skills and capacities, governance structures,

institutional arrangements, audit methodologies, and management practices. TheConsultant is expected to have extensive experience in demonstrating sustainableresults through similar assignments in other developing countries. The lead firm mayenhance its experience and qualifications through association with other firms includingqualified national audit firms and software developing firm in the form of a jointventure with a public-sector audit institution that adheres to the INTOSAI Frameworkfor Professional Pronouncement framework would be desirable.

12.The Consultant’s primary approach during the assignment will be by way oftransferring knowledge and building the capacity of the audit office through “learningby doing”. The Consultant will ensure the suitability of the knowledge to be transferredthrough pilot testing and field testing of the approaches developed. The Consultant willbe expected to transfer knowledge to a sufficient number of financial, compliance auditand performance audit champions and counterpart staff with the skills and toolsnecessary to sustain the improvements introduced during the project after the closingdate of the Grant.

13. The Consultantis encouraged to form association with the national audit and softwaredevelopment firms for knowledge transfer and sustainable use of the knowledge gainedthrough the assignment. The Consultant should have expertise in the specialist skillareas required for this assignment, including (i) current in-depth knowledge ofinternational standards and best practices for SAIs; (ii) proven track record ineffectively managing similar capacity building and institutional strengthening reforminitiatives with suitable change management strategies; and (iii) experience indeveloping and establishing Audit Management Information Systems or relatedinformation system, CAATs and use of disruptive technology in audit.

14. The Consultant’s Team Leader will assume overall responsibility for successfullydelivering the contractual obligations of the assignment. The Team Leader willhavevast international experience and responsible for maintaining the project strategicfocus and undertaking and proposing changes in implementation as required ensuringthat the project development objectives are achieved within the duration of the project.The Consultant will provide the Team Leader with back up from the home office onmaterial issues that may significantly impact on the success of the assignment. Theother key international staff include the financial and compliance auditor, performanceauditor, Information technology auditor. The Consultant may propose a number ofnational consultants as key staff which include financial and compliance auditor, seniorsoftware engineer and IT application developer.

15. Consultant shall bear the cost of organizing cross learning training to the staff byinviting the international experts who have a lot of experience in designing andimplementing audit methodology in their supreme audit institutions or experts from theSAI which has twinning arrangement with OAGN. Other costs related to the trainingwithin Nepal are to be provisioned by the Consultant.

16. Consultant is required to provide administrative and facilitation service for theinternational training, exposure visits and twining arrangement if requested by theclient. Costs incurred for such facilitation are to be reimbursed to the Consultant onProvisional sum basis. However, the costs related to the participation will be borne by

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the client.

VI. Duration and Commencement of the assignment

VII. The estimated duration of assignment is 24 months and expected to commence in May2019.Staffing Requirement of Key Personnel

17. No dependent agencies of GON or OAGN or their employees or former employees whoretired or resigned within 3 years shall be permitted to submit or participate in theproposal. The suggested composition of the Consultant team as set out below isindicative. Consultants are free to make their own estimate/assessment of the staffrequirements to complete the entire assignment with highest quality and standard.

17.1 International

Team Leader: A senior audit management expertmust have international and Postgraduate degree preferably in Economics/ Business/ Accounting/ Commerce/Management with at least fifteen years of international experience in the field of publicaudit management including audit management information system, Computer AssistedAudit Techniques and use of disruptive technology for improved audit outcomes. Theteam leader will be an expert in change management and will have extensiveexperience in successfully managing similar development projects in developingcountries.

Financial and compliance audit expert: A senior public audit expert must haveinternational and Post graduate degree preferably in Economics/ Business/ Accounting/Commerce/Management and professional accounting/ public finance qualification orcertified public accountant with at least fifteen years’ international experience inconducting risk-based auditing in the public sector. The expert will be thoroughlyknowledgeable in all aspects and stages of the financial audit and compliance audit,including preparation of office-wide plans as well as planning, conducting andreporting individual audits. The experience of segregating public audit in financial andcompliance is desirable. The expert will have knowledge of quality assurancetechniques and be knowledgeable in the use of computer audit technology to maximizethe efficiency and effectiveness of financial and compliance audits.

Performance audit expert: A senior public audit expert must have international andPost graduate degree preferably in Economics/ Business/ Accounting / Commerce/Management with at least fifteen years’ international experience in conductingperformance auditing in the public sector. The expert will be thoroughly knowledgeablein all aspects and stages of the performance audit, including preparation of planning,conducting and reporting individual audits. The expert will have experienced inconducting citizen participatory audit and mobilizing Civil Society Organization forpublic audit purpose.

Information Technology audit expert: A senior Information Technology audit expertmust have Graduate Degree preferably in Economics/ Business/ Social Science/Accounting /Management with professional qualification in IT to meet the

requirements. The expert should haveat least 10 year experience on conducting IT auditof information system of the public sector organisations and also using CAATs in audit.

17.2 NationalDeputy Team leader - A deputy team leadermust have Post graduate degree preferablyin Economics/ Business/ Accounting/ Commerce/Management and professionalaccounting/ public finance qualification or certified public accountant with at least 20years’ experience in conducting risk-based auditing. . The expert will be thoroughlyknowledgeable in all aspects and stages of the public audit, including preparation ofoffice-wide plans as well as planning, conducting and reporting individual audits.Expert should have an experience of conducting performance audit experience. Theexpert will have knowledge of quality assurance techniques and be knowledgeable inthe use of computer audit technology to maximize the efficiency and effectiveness ofaudits.

Public Sector Audit Training Expert- A national public audit training expertmusthave Post graduate degree preferably in Economics/ Business/ Accounting/Commerce/Management and professional accounting/ public finance qualification orcertified public accountant with at least 20 years’ experience in public auditing. Theexpert will be thoroughly knowledgeable in all aspects and stages of the public auditthrough audit management software, including preparation of office-wide plans as wellas planning, conducting and reporting individual audits. Expert should have anexperience of conducting performance audit experience. The expert will haveexperienced in delivering public audit training and should be knowledgeable in the useof computer audit technology to maximize the efficiency and effectiveness of audits.

Senior Software Engineermust have Graduate Degree preferably in ComputerEngineering with professional qualification in IT to meet the requirements forknowledge on computer - hardware and software and use of computer in auditmanagement, having at least ten years of working experience in planning, designingand developing audit management or related software in public sector and data basemanagement system.

IT Application Developermust have Graduate Degree preferably in ComputerEngineering/Information technology proficient in developing software applicationsusing state of the art technology and having at least seven years of working experiencein the field of software development.

IT support team shall consist of three to four local technical staff including data base,Network and system administrators.

VIII. Deliverables over the period of performance18. The Consultant will report to the Project Coordinator and be responsible for the

following deliverables:

Draft inception report and draft first annual work plan within 4 weeks of thecommencement of the assignment;

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Final inception report and first annual work plan within 6 weeks of the commencement ofthe assignment;

Annual work plans detailing the activities and expected results by component of theproject

Draft technical reports will be submitted to the Project Coordinator and to theManagement Committee for approval before delivery of the technical reports;

Monthly progress reports detailing planned and actual progress in relation to approvedannual work plans and highlighting remedial action required, if any;

Annual assessments of results in comparison to the expected results articulated in theagreed Results Framework in the Project Paper;

Draft semi-annual, mid-term and final reports will be required 2 weeks before theapplicable twice-yearly review meetings of the Management Committee. Minutes ofManagement Committee meetings and the final reports will be required 2 weeks after thereview meetings;

Draft project completion report providing details of work performed during theassignment correlating with each of the benchmarks, problems encountered andresolved and recommendations/proposals for refining operational guideline andfinancial audit manual. Also, provide response to feedback of the ManagementCommittee on the draft report on behalf of OAGN.

IX. Client’s Input

Data, personnel, facilities and local services to be provided by OAGN

19. All relevant documents, reports, rules, regulations, data and information pertaining to theassignment will be made available to the Consultant for its reference in carrying out its workunder the project. All materials provided to the Consultant, all outputs of the project, and allgoods procured with project funds shall remain the property of OAGN.

20. In addition to the staffing of the Management Committee as set out in paragraph 5,OAGN shall assign sufficient numbers of competent counterpart staff to work with theConsultant team on all activities of the project.

21. The Consultant will be responsible for obtaining work permits, visas and completing otherformalities as required, and to comply with existing rules concerning tax, VAT and otherapplicable laws and regulations of the country. OAGN will provide facilitation for obtainingthe above documents and competing other necessary formalities for foreign firms and experts.

X. Consultant Selection Method:

22. The Consultant will be selected in accordance with the Quality and Cost BasedSelection method as outlined in the World Bank’s Procurement Regulations forBorrowers, July 2016, revised November 2017 and August 2018.

XI. Confidentiality by the Consultant

23. All outputs created by the Consultant are the property of the OAGN and should be keptsecure until the files are transferred to the OAGN. The information they contain mustnot be made available to others.

Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 73

PART II

Section 8. Conditions of Contract and Contract Forms

Foreword

S T A N D A R D F O R M O F C O N T R A C T

Consultant’s ServicesLump-Sum

Contents

Preface..................................................................................................................................... 77

I. Form of Contract ......................................................................................................... 79

II. General Conditions of Contract .................................................................................. 83

A. GENERAL PROVISIONS ........................................................................................................ 83

2. Relationship between the Parties ................................................................................ 843. Law Governing Contract............................................................................................. 844. Language ..................................................................................................................... 845. Headings...................................................................................................................... 856. Communications ......................................................................................................... 857. Location....................................................................................................................... 858. Authority of Member in Charge.................................................................................. 859. Authorized Representatives ........................................................................................ 8510. Fraud and Corruption .................................................................................................. 85

B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT ......... 86

11. Effectiveness of Contract ............................................................................................ 8612. Termination of Contract for Failure to Become Effective .......................................... 8613. Commencement of Services........................................................................................ 8614. Expiration of Contract................................................................................................. 8615. Entire Agreement ........................................................................................................ 8616. Modifications or Variations ........................................................................................ 8617. Force Majeure ............................................................................................................. 8618. Suspension .................................................................................................................. 8819. Termination ................................................................................................................. 88

C. OBLIGATIONS OF THE CONSULTANT ................................................................................... 90

20. General ........................................................................................................................ 9021. Conflict of Interest ...................................................................................................... 9122. Confidentiality ............................................................................................................ 9223. Liability of the Consultant .......................................................................................... 9224. Insurance to be taken out by the Consultant ............................................................... 9225. Accounting, Inspection and Auditing ......................................................................... 9226. Reporting Obligations ................................................................................................. 9327. Proprietary Rights of the Client in Reports and Records ............................................ 9328. Equipment, Vehicles and Materials ............................................................................ 93

D. CONSULTANT’S EXPERTS AND SUB-CONSULTANTS............................................................ 94

29. Description of Key Experts......................................................................................... 9430. Replacement of Key Experts....................................................................................... 9431. Removal of Experts or Sub-consultants...................................................................... 94

E. OBLIGATIONS OF THE CLIENT ..............................................................................................94

32. Assistance and Exemptions..........................................................................................9433. Access to Project Site...................................................................................................9534. Change in the Applicable Law Related to Taxes and Duties .......................................9635. Services, Facilities and Property of the Client.............................................................9636. Counterpart Personnel..................................................................................................9637. Payment Obligation .....................................................................................................96

F. PAYMENTS TO THE CONSULTANT.........................................................................................96

38. Contract Price...............................................................................................................9639. Taxes and Duties..........................................................................................................9640. Currency of Payment ...................................................................................................9741. Mode of Billing and Payment ......................................................................................9742. Interest on Delayed Payments......................................................................................98

G. FAIRNESS AND GOOD FAITH ................................................................................................98

43. Good Faith ...................................................................................................................98H. SETTLEMENT OF DISPUTES ..................................................................................................98

44. Amicable Settlement ....................................................................................................9845. Dispute Resolution.......................................................................................................98

III. Special Conditions of Contract ..................................................................................103

IV. Appendices.................................................................................................................111

Appendix A – Terms of Reference ..................................................................................111Appendix B - Key Experts...............................................................................................111Appendix C – Breakdown of Contract Price ...................................................................111Appendix D - Form of Advance Payments Guarantee ....................................................113

Preface1. The standard Contract form consists of four parts: the Form of Contract to be signed by the

Client and the Consultant, the General Conditions of Contract (GCC), including Attachment1 - Fraud and Corruption; the Special Conditions of Contract (SCC); and the Appendices.

2. The General Conditions of Contract, including Attachment 1, shall not be modified. TheSpecial Conditions of Contract that contain clauses specific to each Contract intend tosupplement, but not over-write or otherwise contradict, the General Conditions.

CONTRACT FOR CONSULTANT’S SERVICES

Lump-Sum

Project Name ___________________________

[Loan/Credit/Grant]No.____________________

Contract No. ____________________________Assignment Title:_____________________________

between

[Name of the Client]

[Name of the Consultant]

Dated:

I. Form of Contract

LUMP-SUM

(Text in brackets [ ] is optional; all notes should be deleted in the final text)

This CONTRACT (hereinafter called the “Contract”) is made the [number] day of the monthof [month], [year], between, on the one hand, [name of Client or Recipient] (hereinaftercalled the “Client”) and, on the other hand, [name of Consultant] (hereinafter called the“Consultant”).

[If the Consultant consist of more than one entity, the above should be partially amended toread as follows: “…(hereinafter called the “Client”) and, on the other hand, a Joint Venture(name of the JV) consisting of the following entities, each member of which will be jointlyand severally liable to the Client for all the Consultant’s obligations under this Contract,namely, [name of member] and [name of member] (hereinafter called the “Consultant”).]

WHEREAS

(a) the Client has requested the Consultant to provide certain consulting services asdefined in this Contract (hereinafter called the “Services”);

(b) the Consultant, having represented to the Client that it has the required professionalskills, expertise and technical resources, has agreed to provide the Services on theterms and conditions set forth in this Contract;

(c) the Client has received [or has applied for] a loan [or credit or grant] from the[insert as relevant, International Bank for Reconstruction and Development (IBRD)or International Development Association (IDA)]: toward the cost of the Servicesand intends to apply a portion of the proceeds of this [loan/credit/grant] to eligiblepayments under this Contract, it being understood that (i) payments by the Bankwill be made only at the request of the Client and upon approval by the Bank; (ii)such payments will be subject, in all respects, to the terms and conditions of the[loan/financing/grant] agreement, including prohibitions of withdrawal from the[loan/credit/grant] account for the purpose of any payment to persons or entities, orfor any import of goods, if such payment or import, to the knowledge of the Bank,is prohibited by the decision of the United Nations Security council taken underChapter VII of the Charter of the United Nations; and (iii) no party other than theClient shall derive any rights from the [loan/financing/grant] agreement or have anyclaim to the [loan/credit/grant] proceeds;

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents attached hereto shall be deemed to form an integral part ofthis Contract:

(a) The General Conditions of Contract(including Attachment 1 “Fraud andCorruption”);

(b) The Special Conditions of Contract;(c) Appendices:

Appendix A: Terms of ReferenceAppendix B: Key ExpertsAppendix C: Breakdown of Contract PriceAppendix D: Form of Advance Payments Guarantee

In the event of any inconsistency between the documents, the following order ofprecedence shall prevail: the Special Conditions of Contract; the General Conditionsof Contract, including Attachment 1; Appendix A; Appendix B; Appendix C;Appendix D. Any reference to this Contract shall include, where the context permits,a reference to its Appendices.

2. The mutual rights and obligations of the Client and the Consultant shall be as set forthin the Contract, in particular:

(a) the Consultant shall carry out the Services in accordance with the provisionsof the Contract; and

(b) the Client shall make payments to the Consultant in accordance with theprovisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in theirrespective names as of the day and year first above written.

For and on behalf of [Name of Client]

[Authorized Representative of the Client – name, title and signature]

For and on behalf of [Name of Consultant or Name of a Joint Venture]

[Authorized Representative of the Consultant – name and signature]

[For a joint venture, either all members shall sign or only the lead member, in which casethe power of attorney to sign on behalf of all members shall be attached.

For and on behalf of each of the members of the Consultant [insert the Name of the JointVenture]

[Name of the lead member]

[Authorized Representative on behalf of a Joint Venture]

[add signature blocks for each member if all are signing]

II. General Conditions of Contract

A. GENERAL PROVISIONS

1. Definitions 1.1 Unless the context otherwise requires, the following termswhenever used in this Contract have the following meanings:

(a) “Applicable Law” means the laws and any other instrumentshaving the force of law in the Client’s country, or in such othercountry as may be specified in the Special Conditions ofContract (SCC), as they may be issued and in force from time totime.

(b) “Bank” means the International Bank for Reconstruction andDevelopment (IBRD) or the International DevelopmentAssociation (IDA).

(c) “Borrower” means the Government, Government agency or otherentity that signs the financing agreement with the Bank.

(d) “Client” means the implementing agency that signs the Contractfor the Services with the Selected Consultant.

(e) “Consultant” means a legally-established professional consultingfirm or entity selected by the Client to provide the Services underthe signed Contract.

(f) “Contract” means the legally binding written agreement signedbetween the Client and the Consultant and which includes all theattached documents listed in its paragraph 1 of the Form ofContract (the General Conditions (GCC), the Special Conditions(SCC), and the Appendices).

(g) “Day” means a working day unless indicated otherwise.

(h) “Effective Date” means the date on which this Contract comesinto force and effect pursuant to Clause GCC 11.

(i) “Experts” means, collectively, Key Experts, Non-Key Experts,or any other personnel of the Consultant, Sub-consultant or JVmember(s) assigned by the Consultant to perform the Services orany part thereof under the Contract.

(j) “Foreign Currency” means any currency other than the currencyof the Client’s country.

(k) “GCC” means these General Conditions of Contract.

(l) “Government” means the government of the Client’s country.

(m) “Joint Venture (JV)” means an association with or without a legalpersonality distinct from that of its members, of more than oneentity where one member has the authority to conduct allbusinesses for and on behalf of any and all the members of theJV, and where the members of the JV are jointly and severallyliable to the Client for the performance of the Contract.

(n) “Key Expert(s)” means an individual professional whose skills,qualifications, knowledge and experience are critical to theperformance of the Services under the Contract and whoseCurricula Vitae (CV) was taken into account in the technicalevaluation of the Consultant’s proposal.

(o) “Local Currency” means the currency of the Client’s country.

(p) “Non-Key Expert(s)” means an individual professional providedby the Consultant or its Sub-consultant to perform the Services orany part thereof under the Contract.

(q) “Party” means the Client or the Consultant, as the case may be,and “Parties” means both of them.

(r) “SCC” means the Special Conditions of Contract by which theGCC may be amended or supplemented but not over-written.

(s) “Services” means the work to be performed by the Consultantpursuant to this Contract, as described in Appendix A hereto.

(t) “Sub-consultants” means an entity to whom/which theConsultant subcontracts any part of the Services while remainingsolely liable for the execution of the Contract.

(u) “Third Party” means any person or entity other than theGovernment, the Client, the Consultant or a Sub-consultant.

2. Relationshipbetween theParties

2.1. Nothing contained herein shall be construed as establishing arelationship of master and servant or of principal and agent asbetween the Client and the Consultant. The Consultant, subject tothis Contract, has complete charge of the Experts and Sub-consultants, if any, performing the Services and shall be fullyresponsible for the Services performed by them or on their behalfhereunder.

3. Law GoverningContract

3.1. This Contract, its meaning and interpretation, and the relationbetween the Parties shall be governed by the Applicable Law.

4. Language 4.1. This Contract has been executed in the language specified inthe SCC, which shall be the binding and controlling language for all

matters relating to the meaning or interpretation of this Contract.

5. Headings 5.1. The headings shall not limit, alter or affect the meaning of thisContract.

6. Communications 6.1. Any communication required or permitted to be given or madepursuant to this Contract shall be in writing in the language specifiedin Clause GCC 4. Any such notice, request or consent shall bedeemed to have been given or made when delivered in person to anauthorized representative of the Party to whom the communication isaddressed, or when sent to such Party at the address specified in theSCC.

6.2. A Party may change its address for notice hereunder by givingthe other Party any communication of such change to the addressspecified in the SCC.

7. Location 7.1. The Services shall be performed at such locations as arespecified in Appendix A hereto and, where the location of aparticular task is not so specified, at such locations, whether in theGovernment’s country or elsewhere, as the Client may approve.

8. Authority ofMember inCharge

8.1. In case the Consultant is a Joint Venture, the members herebyauthorize the member specified in the SCC to act on their behalf inexercising all the Consultant’s rights and obligations towards theClient under this Contract, including without limitation the receivingof instructions and payments from the Client.

9. AuthorizedRepresentatives

9.1. Any action required or permitted to be taken, and anydocument required or permitted to be executed under this Contract bythe Client or the Consultant may be taken or executed by the officialsspecified in the SCC.

10. Fraud andCorruption

10.1 The Bank requires compliance with the Bank’s Anti-CorruptionGuidelines and its prevailing sanctions policies and procedures as setforth in the WBG’s Sanctions Framework, as set forth in Attachment1 to the GCC.

a. Commissionsand Fees

10.2 The Client requires the Consultant to disclose anycommissions, gratuities or fees that may have been paid or are to bepaid to agents or any other party with respect to the selection processor execution of the Contract. The information disclosed mustinclude at least the name and address of the agent or other party, theamount and currency, and the purpose of the commission, gratuity orfee. Failure to disclose such commissions, gratuities or fees mayresult in termination of the Contract and/or sanctions by the Bank.

B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OFCONTRACT

11. Effectiveness ofContract

11.1. This Contract shall come into force and effect on the date (the“Effective Date”) of the Client’s notice to the Consultant instructingthe Consultant to begin carrying out the Services. This notice shallconfirm that the effectiveness conditions, if any, listed in the SCChave been met.

12. Termination ofContract forFailure to BecomeEffective

12.1. If this Contract has not become effective within such timeperiod after the date of Contract signature as specified in the SCC,either Party may, by not less than twenty two (22) days writtennotice to the other Party, declare this Contract to be null and void,and in the event of such a declaration by either Party, neither Partyshall have any claim against the other Party with respect hereto.

13. Commencementof Services

13.1. The Consultant shall confirm availability of Key Experts andbegin carrying out the Services not later than the number of daysafter the Effective Date specified in the SCC.

14. Expiration ofContract

14.1. Unless terminated earlier pursuant to Clause GCC 19 hereof,this Contract shall expire at the end of such time period after theEffective Date as specified in the SCC.

15. Entire Agreement 15.1. This Contract contains all covenants, stipulations andprovisions agreed by the Parties. No agent or representative of eitherParty has authority to make, and the Parties shall not be bound by orbe liable for, any statement, representation, promise or agreementnot set forth herein.

16. Modifications orVariations

16.1. Any modification or variation of the terms and conditions ofthis Contract, including any modification or variation of the scopeof the Services, may only be made by written agreement betweenthe Parties. However, each Party shall give due consideration to anyproposals for modification or variation made by the other Party.

16.2. In cases of substantial modifications or variations, the priorwritten consent of the Bank is required.

17. Force Majeure

a. Definition 17.1. For the purposes of this Contract, “Force Majeure” means anevent which is beyond the reasonable control of a Party, is notforeseeable, is unavoidable, and makes a Party’s performance of itsobligations hereunder impossible or so impractical as reasonably tobe considered impossible under the circumstances, and subject tothose requirements, includes, but is not limited to, war, riots, civildisorder, earthquake, fire, explosion, storm, flood or other adverseweather conditions, strikes, lockouts or other industrial action

confiscation or any other action by Government agencies.

17.2. Force Majeure shall not include (i) any event which is causedby the negligence or intentional action of a Party or such Party’sExperts, Sub-consultants or agents or employees, nor (ii) any eventwhich a diligent Party could reasonably have been expected to bothtake into account at the time of the conclusion of this Contract, andavoid or overcome in the carrying out of its obligations hereunder.

17.3. Force Majeure shall not include insufficiency of funds orfailure to make any payment required hereunder.

b. No Breach ofContract

17.4. The failure of a Party to fulfill any of its obligationshereunder shall not be considered to be a breach of, or defaultunder, this Contract insofar as such inability arises from an event ofForce Majeure, provided that the Party affected by such an eventhas taken all reasonable precautions, due care and reasonablealternative measures, all with the objective of carrying out the termsand conditions of this Contract.

c. Measures tobe Taken

17.5. A Party affected by an event of Force Majeure shall continueto perform its obligations under the Contract as far as is reasonablypractical, and shall take all reasonable measures to minimize theconsequences of any event of Force Majeure.

17.6. A Party affected by an event of Force Majeure shall notifythe other Party of such event as soon as possible, and in any case notlater than fourteen (14) calendar days following the occurrence ofsuch event, providing evidence of the nature and cause of suchevent, and shall similarly give written notice of the restoration ofnormal conditions as soon as possible.

17.7. Any period within which a Party shall, pursuant to thisContract, complete any action or task, shall be extended for a periodequal to the time during which such Party was unable to performsuch action as a result of Force Majeure.

17.8. During the period of their inability to perform the Services asa result of an event of Force Majeure, the Consultant, uponinstructions by the Client, shall either:

(a) demobilize, in which case the Consultant shall bereimbursed for additional costs they reasonably andnecessarily incurred, and, if required by the Client, inreactivating the Services; or

(b) continue with the Services to the extent reasonably

possible, in which case the Consultant shall continue to bepaid under the terms of this Contract and be reimbursedfor additional costs reasonably and necessarily incurred.

17.9. In the case of disagreement between the Parties as to theexistence or extent of Force Majeure, the matter shall be settledaccording to Clauses GCC 44 & 45.

18. Suspension 18.1. The Client may, by written notice of suspension to theConsultant, suspend part or all payments to the Consultant hereunderif the Consultant fails to perform any of its obligations under thisContract, including the carrying out of the Services, provided thatsuch notice of suspension (i) shall specify the nature of the failure,and (ii) shall request the Consultant to remedy such failure within aperiod not exceeding thirty (30) calendar days after receipt by theConsultant of such notice of suspension.

19. Termination 19.1. This Contract may be terminated by either Party as perprovisions set up below:

a. By the Client 19.1.1. The Client may terminate this Contract in case of theoccurrence of any of the events specified in paragraphs (a)through (f) of this Clause. In such an occurrence the Clientshall give at least thirty (30) calendar days’ written notice oftermination to the Consultant in case of the events referred to in(a) through (d); at least sixty (60) calendar days’ written noticein case of the event referred to in (e); and at least five (5)calendar days’ written notice in case of the event referred to in(f):

(a) If the Consultant fails to remedy a failure in theperformance of its obligations hereunder, as specified in anotice of suspension pursuant to Clause GCC 18;

(b) If the Consultant becomes (or, if the Consultant consistsof more than one entity, if any of its members becomes)insolvent or bankrupt or enter into any agreements withtheir creditors for relief of debt or take advantage of anylaw for the benefit of debtors or go into liquidation orreceivership whether compulsory or voluntary;

(c) If the Consultant fails to comply with any final decisionreached as a result of arbitration proceedings pursuant toClause GCC 45.1;

(d) If, as the result of Force Majeure, the Consultant isunable to perform a material portion of the Services for aperiod of not less than sixty (60) calendar days;

(e) If the Client, in its sole discretion and for any reasonwhatsoever, decides to terminate this Contract;

(f) If the Consultant fails to confirm availability of KeyExperts as required in Clause GCC 13.

19.1.2. Furthermore, if the Client determines that theConsultant has engaged in Fraud and Corruption in competingfor or in executing the Contract, then the Client may, aftergiving fourteen (14) calendar days written notice to theConsultant, terminate the Consultant's employment under theContract.

b. By theConsultant

19.1.3. The Consultant may terminate this Contract, by notless than thirty (30) calendar days’ written notice to the Client,in case of the occurrence of any of the events specified inparagraphs (a) through (d) of this Clause.

(a) If the Client fails to pay any money due to the Consultantpursuant to this Contract and not subject to disputepursuant to Clause GCC 45.1 within forty-five (45)calendar days after receiving written notice from theConsultant that such payment is overdue.

(b) If, as the result of Force Majeure, the Consultant is unableto perform a material portion of the Services for a periodof not less than sixty (60) calendar days.

(c) If the Client fails to comply with any final decisionreached as a result of arbitration pursuant to Clause GCC45.1.

(d) If the Client is in material breach of its obligationspursuant to this Contract and has not remedied the samewithin forty-five (45) days (or such longer period as theConsultant may have subsequently approved in writing)following the receipt by the Client of the Consultant’snotice specifying such breach.

c. Cessation ofRights andObligations

19.1.4. Upon termination of this Contract pursuant to ClausesGCC 12 or GCC 19 hereof, or upon expiration of this Contractpursuant to Clause GCC 14, all rights and obligations of theParties hereunder shall cease, except (i) such rights andobligations as may have accrued on the date of termination orexpiration, (ii) the obligation of confidentiality set forth inClause GCC 22, (iii) the Consultant’s obligation to permitinspection, copying and auditing of their accounts and recordsset forth in Clause GCC 25 and to cooperate and assist in anyinspection or investigation, and (iv) any right which a Party

may have under the Applicable Law.

d. Cessation ofServices

19.1.5. Upon termination of this Contract by notice of eitherParty to the other pursuant to Clauses GCC 19a or GCC 19b,the Consultant shall, immediately upon dispatch or receipt ofsuch notice, take all necessary steps to bring the Services to aclose in a prompt and orderly manner and shall make everyreasonable effort to keep expenditures for this purpose to aminimum. With respect to documents prepared by theConsultant and equipment and materials furnished by theClient, the Consultant shall proceed as provided, respectively,by Clauses GCC 27 or GCC 28.

e. PaymentuponTermination

19.1.6. Upon termination of this Contract, the Client shallmake the following payments to the Consultant:

(a) payment for Services satisfactorily performed prior to theeffective date of termination; and

(b) in the case of termination pursuant to paragraphs (d) and(e) of Clause GCC 19.1.1, reimbursement of anyreasonable cost incidental to the prompt and orderlytermination of this Contract, including the cost of thereturn travel of the Experts.

C. OBLIGATIONS OF THE CONSULTANT

20. General

a. Standard ofPerformance

20.1 The Consultant shall perform the Services and carry out theServices with all due diligence, efficiency and economy, inaccordance with generally accepted professional standards andpractices, and shall observe sound management practices, and employappropriate technology and safe and effective equipment, machinery,materials and methods. The Consultant shall always act, in respect ofany matter relating to this Contract or to the Services, as a faithfuladviser to the Client, and shall at all times support and safeguard theClient’s legitimate interests in any dealings with the third parties.

20.2. The Consultant shall employ and provide such qualified andexperienced Experts and Sub-consultants as are required to carry outthe Services.

20.3. The Consultant may subcontract part of the Services to anextent and with such Key Experts and Sub-consultants as may beapproved in advance by the Client. Notwithstanding such approval,the Consultant shall retain full responsibility for the Services.

b. LawApplicable toServices

20.4. The Consultant shall perform the Services in accordance withthe Contract and the Applicable Law and shall take all practicablesteps to ensure that any of its Experts and Sub-consultants, complywith the Applicable Law.

20.5. Throughout the execution of the Contract, the Consultantshall comply with the import of goods and services prohibitions inthe Client’s country when

(a) as a matter of law or official regulations, the Borrower’scountry prohibits commercial relations with that country;or

(b) by an act of compliance with a decision of the UnitedNations Security Council taken under Chapter VII of theCharter of the United Nations, the Borrower’s Countryprohibits any import of goods from that country or anypayments to any country, person, or entity in that country.

20.6. The Client shall notify the Consultant in writing of relevantlocal customs, and the Consultant shall, after such notification,respect such customs.

21. Conflict of Interest 21.1. The Consultant shall hold the Client’s interests paramount,without any consideration for future work, and strictly avoid conflictwith other assignments or their own corporate interests.

a. ConsultantNot to BenefitfromCommissions,Discounts, etc.

21.1.1 The payment of the Consultant pursuant to GCC F(Clauses GCC 38 through 42) shall constitute the Consultant’sonly payment in connection with this Contract and, subject toClause GCC 21.1.3, the Consultant shall not accept for its ownbenefit any trade commission, discount or similar payment inconnection with activities pursuant to this Contract or in thedischarge of its obligations hereunder, and the Consultant shalluse its best efforts to ensure that any Sub-consultants, as well asthe Experts and agents of either of them, similarly shall notreceive any such additional payment.

21.1.2 Furthermore, if the Consultant, as part of the Services,has the responsibility of advising the Client on the procurementof goods, works or services, the Consultant shall comply withthe Bank’s Applicable Regulations, and shall at all timesexercise such responsibility in the best interest of the Client.Any discounts or commissions obtained by the Consultant in theexercise of such procurement responsibility shall be for theaccount of the Client.

b. Consultantand Affiliates

21.1.3 The Consultant agrees that, during the term of thisContract and after its termination, the Consultant and any entity

Not to Engagein CertainActivities

affiliated with the Consultant, as well as any Sub-consultantsand any entity affiliated with such Sub-consultants, shall bedisqualified from providing goods, works or non-consultingservices resulting from or directly related to the Consultant’sServices for the preparation or implementation of the project.

c. Prohibition ofConflictingActivities

21.1.4 The Consultant shall not engage, and shall cause itsExperts as well as its Sub-consultants not to engage, eitherdirectly or indirectly, in any business or professional activitiesthat would conflict with the activities assigned to them underthis Contract.

d. Strict Duty toDiscloseConflictingActivities

21.1.5 The Consultant has an obligation and shall ensure thatits Experts and Sub-consultants shall have an obligation todisclose any situation of actual or potential conflict thatimpacts their capacity to serve the best interest of their Client,or that may reasonably be perceived as having this effect.Failure to disclose said situations may lead to thedisqualification of the Consultant or the termination of itsContract.

22. Confidentiality 22.1 Except with the prior written consent of the Client, theConsultant and the Experts shall not at any time communicate to anyperson or entity any confidential information acquired in the courseof the Services, nor shall the Consultant and the Experts make publicthe recommendations formulated in the course of, or as a result of,the Services.

23. Liability of theConsultant

23.1 Subject to additional provisions, if any, set forth in the SCC,the Consultant’s liability under this Contract shall be provided by theApplicable Law.

24. Insurance to betaken out by theConsultant

24.1 The Consultant (i) shall take out and maintain, and shall causeany Sub-consultants to take out and maintain, at its (or the Sub-consultants’, as the case may be) own cost but on terms andconditions approved by the Client, insurance against the risks, and forthe coverage specified in the SCC, and (ii) at the Client’s request,shall provide evidence to the Client showing that such insurance hasbeen taken out and maintained and that the current premiumstherefore have been paid. The Consultant shall ensure that suchinsurance is in place prior to commencing the Services as stated inClause GCC 13.

25. Accounting,Inspection andAuditing

25.1 The Consultant shall keep, and shall make all reasonableefforts to cause its Sub-consultants to keep, accurate and systematicaccounts and records in respect of the Services and in such form anddetail as will clearly identify relevant time changes and costs.

25.2 Pursuant to paragraph 2.2 e. of Appendix to the GeneralConditions the Consultant shall permit and shall cause itssubcontractors and subconsultants to permit, the Bank and/or personsappointed by the Bank to inspect the Site and/or the accounts andrecords relating to the performance of the Contract and thesubmission of the bid, and to have such accounts and records auditedby auditors appointed by the Bank if requested by the Bank. TheConsultant’s and its Subcontractors’ and subconsultants’ attention isdrawn to Sub-Clause 10.1 which provides, inter alia, that actsintended to materially impede the exercise of the Bank’s inspectionand audit rights constitute a prohibited practice subject to contracttermination (as well as to a determination of ineligibility pursuant tothe Bank’s prevailing sanctions procedures).

26. ReportingObligations

26.1 The Consultant shall submit to the Client the reports anddocuments specified in Appendix A, in the form, in the numbers andwithin the time periods set forth in the said Appendix.

27. Proprietary Rightsof the Client inReports andRecords

27.1 Unless otherwise indicated in the SCC, all reports andrelevant data and information such as maps, diagrams, plans,databases, other documents and software, supporting records ormaterial compiled or prepared by the Consultant for the Client in thecourse of the Services shall be confidential and become and remainthe absolute property of the Client. The Consultant shall, not laterthan upon termination or expiration of this Contract, deliver all suchdocuments to the Client, together with a detailed inventory thereof.The Consultant may retain a copy of such documents, data and/orsoftware but shall not use the same for purposes unrelated to thisContract without prior written approval of the Client.

27.2 If license agreements are necessary or appropriate between theConsultant and third parties for purposes of development of the plans,drawings, specifications, designs, databases, other documents andsoftware, the Consultant shall obtain the Client’s prior written approvalto such agreements, and the Client shall be entitled at its discretion torequire recovering the expenses related to the development of theprogram(s) concerned. Other restrictions about the future use of thesedocuments and software, if any, shall be specified in the SCC.

28. Equipment,Vehicles andMaterials

28.1 Equipment, vehicles and materials made available to theConsultant by the Client, or purchased by the Consultant wholly orpartly with funds provided by the Client, shall be the property of theClient and shall be marked accordingly. Upon termination orexpiration of this Contract, the Consultant shall make available to theClient an inventory of such equipment, vehicles and materials andshall dispose of such equipment, vehicles and materials in accordancewith the Client’s instructions. While in possession of such equipment,vehicles and materials, the Consultant, unless otherwise instructed by

the Client in writing, shall insure them at the expense of the Client inan amount equal to their full replacement value.

28.2 Any equipment or materials brought by the Consultant or itsExperts into the Client’s country for the use either for the project orpersonal use shall remain the property of the Consultant or the Expertsconcerned, as applicable.

D. CONSULTANT’S EXPERTS AND SUB-CONSULTANTS

29. Description of KeyExperts

29.1 The title, agreed job description, minimum qualification andestimated period of engagement to carry out the Services of each ofthe Consultant’s Key Experts are described in Appendix B.

30. Replacement of KeyExperts

30.1 Except as the Client may otherwise agree in writing, nochanges shall be made in the Key Experts.

30.2 Notwithstanding the above, the substitution of Key Expertsduring Contract execution may be considered only based on theConsultant’s written request and due to circumstances outside thereasonable control of the Consultant, including but not limited todeath or medical incapacity. In such case, the Consultant shallforthwith provide as a replacement, a person of equivalent or betterqualifications and experience, and at the same rate of remuneration.

31. Removal of Expertsor Sub-consultants

31.1 If the Client finds that any of the Experts or Sub-consultanthas committed serious misconduct or has been charged with havingcommitted a criminal action, or if the Client determines that aConsultant’s Expert or Sub-consultant has engaged in Fraud andCorruption while performing the Services, the Consultant shall, atthe Client’s written request, provide a replacement.

31.2 In the event that any of Key Experts, Non-Key Experts orSub-consultants is found by the Client to be incompetent or incapablein discharging assigned duties, the Client, specifying the groundstherefore, may request the Consultant to provide a replacement.

31.3 Any replacement of the removed Experts or Sub-consultantsshall possess better qualifications and experience and shall beacceptable to the Client.

31.4 The Consultant shall bear all costs arising out of or incidentalto any removal and/or replacement of such Experts.

E. OBLIGATIONS OF THE CLIENT

32. Assistance and 32.1 Unless otherwise specified in the SCC, the Client shall use its

Exemptions best efforts to:

(a) Assist the Consultant with obtaining work permits and suchother documents as shall be necessary to enable the Consultantto perform the Services.

(b) Assist the Consultant with promptly obtaining, for the Expertsand, if appropriate, their eligible dependents, all necessary entryand exit visas, residence permits, exchange permits and anyother documents required for their stay in the Client’s countrywhile carrying out the Services under the Contract.

(c) Facilitate prompt clearance through customs of any propertyrequired for the Services and of the personal effects of theExperts and their eligible dependents.

(c) Issue to officials, agents and representatives of the Governmentall such instructions and information as may be necessary orappropriate for the prompt and effective implementation of theServices.

(d) Assist the Consultant and the Experts and any Sub-consultantsemployed by the Consultant for the Services with obtainingexemption from any requirement to register or obtain anypermit to practice their profession or to establish themselveseither individually or as a corporate entity in the Client’scountry according to the applicable law in the Client’s country.

(e) Assist the Consultant, any Sub-consultants and the Experts ofeither of them with obtaining the privilege, pursuant to theapplicable law in the Client’s country, of bringing into theClient’s country reasonable amounts of foreign currency for thepurposes of the Services or for the personal use of the Expertsand of withdrawing any such amounts as may be earned thereinby the Experts in the execution of the Services.

(f) Provide to the Consultant any such other assistance as may bespecified in the SCC.

33. Access to ProjectSite

33.1 The Client warrants that the Consultant shall have, free ofcharge, unimpeded access to the project site in respect of whichaccess is required for the performance of the Services. The Clientwill be responsible for any damage to the project site or any propertythereon resulting from such access and will indemnify the Consultantand each of the experts in respect of liability for any such damage,unless such damage is caused by the willful default or negligence ofthe Consultant or any Sub-consultants or the Experts of either ofthem.

34. Change in theApplicable LawRelated to Taxesand Duties

34.1 If, after the date of this Contract, there is any change in theapplicable law in the Client’s country with respect to taxes and dutieswhich increases or decreases the cost incurred by the Consultant inperforming the Services, then the remuneration and reimbursableexpenses otherwise payable to the Consultant under this Contractshall be increased or decreased accordingly by agreement betweenthe Parties hereto, and corresponding adjustments shall be made tothe Contract price amount specified in Clause GCC 38.1

35. Services, Facilitiesand Property of theClient

35.1 The Client shall make available to the Consultant and theExperts, for the purposes of the Services and free of any charge, theservices, facilities and property described in the Terms of Reference(Appendix A) at the times and in the manner specified in saidAppendix A.

36. CounterpartPersonnel

36.1 The Client shall make available to the Consultant free ofcharge such professional and support counterpart personnel, to benominated by the Client with the Consultant’s advice, if specified inAppendix A.

36.2 Professional and support counterpart personnel, excludingClient’s liaison personnel, shall work under the exclusive directionof the Consultant. If any member of the counterpart personnel failsto perform adequately any work assigned to such member by theConsultant that is consistent with the position occupied by suchmember, the Consultant may request the replacement of suchmember, and the Client shall not unreasonably refuse to act uponsuch request.

37. PaymentObligation

37.1 In consideration of the Services performed by the Consultantunder this Contract, the Client shall make such payments to theConsultant for the deliverables specified in Appendix A and in suchmanner as is provided by GCC F below.

F. PAYMENTS TO THE CONSULTANT

38. Contract Price 38.1 The Contract price is fixed and is set forth in the SCC. TheContract price breakdown is provided in Appendix C.

38.2 Any change to the Contract price specified in Clause GCC38.1 can be made only if the Parties have agreed to the revised scopeof Services pursuant to Clause GCC 16 and have amended in writingthe Terms of Reference in Appendix A.

39. Taxes and Duties 39.1 The Consultant, Sub-consultants and Experts are responsiblefor meeting any and all tax liabilities arising out of the Contract

unless it is stated otherwise in the SCC.

39.2 As an exception to the above and as stated in the SCC, alllocal identifiable indirect taxes (itemized and finalized at Contractnegotiations) are reimbursed to the Consultant or are paid by theClient on behalf of the Consultant.

40. Currency ofPayment

40.1 Any payment under this Contract shall be made in thecurrency (ies) of the Contract.

41. Mode of Billing andPayment

41.1 The total payments under this Contract shall not exceed theContract price set forth in Clause GCC 38.1.

41.2 The payments under this Contract shall be made in lump-suminstallments against deliverables specified in Appendix A. Thepayments will be made according to the payment schedule stated inthe SCC.

41.2.1 Advance payment:Unless otherwise indicated in theSCC, an advance payment shall be made against an advancepayment bank guarantee acceptable to the Client in an amount(or amounts) and in a currency (or currencies) specified in theSCC. Such guarantee (i) is to remain effective until the advancepayment has been fully set off, and (ii) is to be in the form setforth in Appendix D, or in such other form as the Client shallhave approved in writing. The advance payments will be set offby the Client in equal portions against the lump-sum installmentsspecified in the SCC until said advance payments have beenfully set off.

41.2.2 The Lump-Sum Installment Payments. The Client shallpay the Consultant within sixty (60) days after the receipt bythe Client of the deliverable(s) and the cover invoice for therelated lump-sum installment payment. The payment can bewithheld if the Client does not approve the submitteddeliverable(s) as satisfactory in which case the Client shallprovide comments to the Consultant within the same sixty (60)days period. The Consultant shall thereupon promptly makeany necessary corrections, and thereafter the foregoing processshall be repeated.

41.2.3 The Final Payment .The final payment under thisClause shall be made only after the final report have beensubmitted by the Consultant and approved as satisfactory by theClient. The Services shall then be deemed completed and finallyaccepted by the Client. The last lump-sum installment shall bedeemed approved for payment by the Client within ninety (90)calendar days after receipt of the final report by the Client unless

the Client, within such ninety (90) calendar day period, giveswritten notice to the Consultant specifying in detail deficiencies inthe Services, the final report. The Consultant shall thereuponpromptly make any necessary corrections, and thereafter theforegoing process shall be repeated. 41.2.4 All payments underthis Contract shall be made to the accounts of the Consultantspecified in the SCC.

41.2.4 With the exception of the final payment under 41.2.3above, payments do not constitute acceptance of the wholeServices nor relieve the Consultant of any obligations hereunder.

42. Interest on DelayedPayments

42.1 If the Client had delayed payments beyond fifteen (15) daysafter the due date stated in Clause GCC 41.2.2 , interest shall be paidto the Consultant on any amount due by, not paid on, such due datefor each day of delay at the annual rate stated in the SCC.

G. FAIRNESS AND GOOD FAITH

43. Good Faith 43.1 The Parties undertake to act in good faith with respect toeach other’s rights under this Contract and to adopt all reasonablemeasures to ensure the realization of the objectives of this Contract.

H. SETTLEMENT OF DISPUTES

44. AmicableSettlement

44.1 The Parties shall seek to resolve any dispute amicably bymutual consultation.

44.2 If either Party objects to any action or inaction of the otherParty, the objecting Party may file a written Notice of Dispute to theother Party providing in detail the basis of the dispute. The Partyreceiving the Notice of Dispute will consider it and respond inwriting within fourteen (14) days after receipt. If that Party fails torespond within fourteen (14) days, or the dispute cannot be amicablysettled within fourteen (14) days following the response of that Party,Clause GCC 45.1 shall apply.

45. Dispute Resolution 45.1 Any dispute between the Parties arising under or related tothis Contract that cannot be settled amicably may be referred to byeither Party to the adjudication/arbitration in accordance with theprovisions specified in the SCC.

II. General ConditionsAttachment 1

Fraud and Corruption(Text in this Appendix shall not be modified)

1. Purpose

1.1 The Bank’s Anti-Corruption Guidelines and this annex apply with respect to procurementunder Bank Investment Project Financing operations.

2. Requirements

2.1 The Bank requires that Borrowers (including beneficiaries of Bank financing); bidders(applicants/proposers), consultants, contractors and suppliers; any sub-contractors, sub-consultants, service providers or suppliers; any agents (whether declared or not); and anyof their personnel, observe the highest standard of ethics during the procurement process,selection and contract execution of Bank-financed contracts, and refrain from Fraud andCorruption.

2.2 To this end, the Bank:

a. Defines, for the purposes of this provision, the terms set forth below as follows:

i. “corrupt practice” is the offering, giving, receiving, or soliciting, directly orindirectly, of anything of value to influence improperly the actions of anotherparty;

ii. “fraudulent practice” is any act or omission, including misrepresentation, thatknowingly or recklessly misleads, or attempts to mislead, a party to obtainfinancial or other benefit or to avoid an obligation;

iii. “collusive practice” is an arrangement between two or more parties designed toachieve an improper purpose, including to influence improperly the actions ofanother party;

iv. “coercive practice” is impairing or harming, or threatening to impair or harm,directly or indirectly, any party or the property of the party to influenceimproperly the actions of a party;

v. “obstructive practice” is:(a) deliberately destroying, falsifying, altering, or concealing of evidence

material to the investigation or making false statements to investigators inorder to materially impede a Bank investigation into allegations of a corrupt,fraudulent, coercive, or collusive practice; and/or threatening, harassing, orintimidating any party to prevent it from disclosing its knowledge of mattersrelevant to the investigation or from pursuing the investigation; or

(b) acts intended to materially impede the exercise of the Bank’s inspection andaudit rights provided for under paragraph 2.2 e. below.

b. Rejects a proposal for award if the Bank determines that the firm or individualrecommended for award, any of its personnel, or its agents, or its sub-consultants,sub-contractors, service providers, suppliers and/ or their employees, has, directly orindirectly, engaged in corrupt, fraudulent, collusive, coercive, or obstructivepractices in competing for the contract in question;

c. In addition to the legal remedies set out in the relevant Legal Agreement, may takeother appropriate actions, including declaring misprocurement, if the Bankdetermines at any time that representatives of the Borrower or of a recipient of anypart of the proceeds of the loan engaged in corrupt, fraudulent, collusive, coercive, orobstructive practices during the procurement process, selection and/or execution ofthe contract in question, without the Borrower having taken timely and appropriateaction satisfactory to the Bank to address such practices when they occur, includingby failing to inform the Bank in a timely manner at the time they knew of thepractices;

d. Pursuant to the Bank’s Anti- Corruption Guidelines and in accordance with theBank’s prevailing sanctions policies and procedures, may sanction a firm orindividual, either indefinitely or for a stated period of time, including by publiclydeclaring such firm or individual ineligible (i) to be awarded or otherwise benefitfrom a Bank-financed contract, financially or in any other manner;1 (ii) to be anominated2 sub-contractor, consultant, manufacturer or supplier, or service providerof an otherwise eligible firm being awarded a Bank-financed contract; and (iii) toreceive the proceeds of any loan made by the Bank or otherwise to participate furtherin the preparation or implementation of any Bank-financed project;

e. Requires that a clause be included in bidding/request for proposals documents and incontracts financed by a Bank loan, requiring (i) bidders (applicants/proposers),consultants, contractors, and suppliers, and their sub-contractors, sub-consultants,service providers, suppliers, agents personnel, permit the Bank to inspect3 allaccounts, records and other documents relating to the procurement process,selection and/or contract execution,, and to have them audited by auditors appointedby the Bank.

1 For the avoidance of doubt, a sanctioned party’s ineligibility to be awarded a contract shall include, without limitation,(i) applying for pre-qualification, expressing interest in a consultancy, and bidding, either directly or as a nominatedsub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service provider, in respect ofsuch contract, and (ii) entering into an addendum or amendment introducing a material modification to any existingcontract.

2 A nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service provider(different names are used depending on the particular bidding document) is one which has been: (i) included by thebidder in its pre-qualification application or bid because it brings specific and critical experience and know-how thatallow the bidder to meet the qualification requirements for the particular bid; or (ii) appointed by the Borrower.

3 Inspections in this context usually are investigative (i.e., forensic) in nature. They involve fact-finding activitiesundertaken by the Bank or persons appointed by the Bank to address specific matters related to investigations/audits,such as evaluating the veracity of an allegation of possible Fraud and Corruption, through the appropriate mechanisms.Such activity includes but is not limited to: accessing and examining a firm's or individual's financial records andinformation, and making copies thereof as relevant; accessing and examining any other documents, data andinformation (whether in hard copy or electronic format) deemed relevant for the investigation/audit, and making copiesthereof as relevant; interviewing staff and other relevant individuals; performing physical inspections and site visits;and obtaining third party verification of information.

III. Special Conditions of Contract[Notes in brackets are for guidance purposes only and should be deleted in the final text of

the signed contract]

Number of GCClause

Amendments of, and Supplements to, Clauses in the GeneralConditions of Contract

1.1(a) The Contract shall be construed in accordance with the law ofNepal.

4.1 The language is: English

6.1 and 6.2 The addresses are [fill in at negotiations with the selected firm]:

Client : Office of the Auditor GeneralAttention : Mr. Bamdev Sharma AdhikaryFacsimile : +97714268309E-mail (where permitted):info@oag.gov.np

Consultant :

Attention :Facsimile :E-mail (where permitted) :

8.1 NA

9.1 The Authorized Representatives are:

For the Client: [name, title]

For the Consultant: [name, title]

11.1 The effectiveness conditions are the following: Not Applicable

12.1 Termination of Contract for Failure to Become Effective:

The time period shall be one month

13.1 Commencement of Services:

The number of days shall be_30 days].

Confirmation of Key Experts’ availability to start the Assignment shall

be submitted to the Client in writing as a written statement signed byeach Key Expert.

14.1 Expiration of Contract:

The time period shall be25 months

21 b. The Client reserves the right to determine on a case-by-case basiswhether the Consultant should be disqualified from providinggoods, works or non-consulting services due to a conflict of anature described in Clause GCC 21.1.3

23.1 The following limitation of the Consultant’s Liability towards theClient can be subject to the Contract’s negotiations:

“Limitation of the Consultant’s Liability towards the Client:

(a) Except in the case of gross negligence or willful misconduct onthe part of the Consultant or on the part of any person or afirm acting on behalf of the Consultant in carrying out theServices, the Consultant, with respect to damage caused bythe Consultant to the Client’s property, shall not be liable tothe Client:

(i) for any indirect or consequential loss or damage; and

(ii) for any direct loss or damage that exceeds [insert amultiplier, e.g.: one, two, three] times the total valueof the Contract;

(b) This limitation of liability shall not

(i) affect the Consultant’s liability, if any, for damage to ThirdParties caused by the Consultant or any person or firm actingon behalf of the Consultant in carrying out the Services;

(ii) be construed as providing the Consultant with anylimitation or exclusion from liability which is prohibited bythe “applicable law in the Client’s country”.

[Notes to the Client and the Consultant: Any suggestions made by theConsultant in the Proposal to introduce exclusions/limitations of theConsultant’s liability under the Contract should be carefullyscrutinized by the Client and discussed with the Bank prior toaccepting any changes to what was included in the issued RFP. In thisregard, the Parties should be aware of the Bank’s policy on thismatter which is as follows:

To be acceptable to the Bank, any limitation of the Consultant’sliability should at the very least be reasonably related to (a) thedamage the Consultant might potentially cause to the Client, and (b)the Consultant’s ability to pay compensation using its own assets andreasonably obtainable insurance coverage. The Consultant’s liabilityshall not be limited to less than a multiplier of the total payments tothe Consultant under the Contract for remuneration and reimbursableexpenses. A statement to the effect that the Consultant is liable onlyfor the re-performance of faulty Services is not acceptable to theBank. Also, the Consultant’s liability should never be limited for lossor damage caused by the Consultant’s gross negligence or willfulmisconduct.

The Bank does not accept a provision to the effect that the Client shallindemnify and hold harmless the Consultant against Third Partyclaims, except, of course, if a claim is based on loss or damagecaused by a default or wrongful act of the Client to the extentpermissible by the law applicable in the Client’s country.]

24.1 The insurance coverage against the risks shall be as follows:

(a) Professional liability insurance, with a minimum coverage of______________________ [insert amount and currency which shouldbe not less than the total ceiling amount of the Contract];

27.1 Not Applicable

27.2 The Consultant shall not use these documents, guideline andsoftware developedfor purposes unrelated to this Contract withoutthe prior written approval of the Client.

38.1 The Contract price is: ____________________ [insert amount andcurrency for each currency as applicable] inclusive of local indirecttaxes.The amount of such taxes is ……[insert the amount as finalized atthe Contract’s negotiations on the basis of the estimates providedby the Consultant in Form FIN-2 of the Consultant’s FinancialProposal.

41.2 The payment schedule:

[Payment of installments shall be linked to the deliverables specified inthe Terms of Reference in Appendix A]

1stpayment:20 Percent of the total Contract price after updatingexisting audit guide and manual,

2ndpayment:30 percent of the total Contract price, after updating ordeveloping the IT based auditing software.

3rdpayment: 15 percent of the total Contract price, after mappingCivil Society Organization and conducting pilot audit

4th payment: 15 percent of the total Contract price, after conductingpilot audit using updated guide through the audit managementsoftware updated or developed.

5th payment: 10 Percent of the total Contract price after providing

rollouts training in updated manual and auditing software.

Final Payment: 10 percent of the total Contract price, aftersubmission of project completion report and accepted by client.

41.2.1 The following provisions shall apply to the advance payment and theadvance bank payment guarantee:(1) An advance payment [of [insert amount] in foreign currency]

[and of [insert amount] in local currency] shall be made within21 days after the receipt of an advance bank payment guaranteeby the Client. The advance payment will be set off by the Clientin equal portions against 1st and 2nd payments.

(2) The advance bank payment guarantee shall be in the amount andin the currency of the currency(ies) of the advance paymentcounter guaranteed by local class A category bank acceptable tothe client.

(3) The bank guarantee will be released when the advance paymenthas been fully set off.

41.2.4 The accounts are:for foreign currency: [insert account].for local currency: [insert account].

42.1 The interest rate is:3% for foreign currency8% for local currency.

45.1 Disputes shall be settled by arbitration in accordance with thefollowing provisions:

1. Selection of Arbitrators. Each dispute submitted by a Party toarbitration shall be heard by a sole arbitrator or an arbitrationpanel composed of three (3) arbitrators, in accordance with thefollowing provisions:

(a) Where the Parties agree that the dispute concerns atechnical matter, they may agree to appoint a sole arbitratoror, failing agreement on the identity of such sole arbitratorwithin thirty (30) days after receipt by the other Party of theproposal of a name for such an appointment by the Partywho initiated the proceedings, either Party may apply tothe Federation Internationale des Ingenieurs-Conseil(FIDIC) of Lausanne, Switzerland for a list of not fewerthan five (5) nominees and, on receipt of such list, theParties shall alternately strike names therefrom, and the lastremaining nominee on the list shall be the sole arbitrator forthe matter in dispute. If the last remaining nominee has not

been determined in this manner within sixty (60) days ofthe date of the list, the Federation Internationale desIngenieurs-Conseil (FIDIC) of Lausanne, Switzerlandshallappoint, upon the request of either Party and from such listor otherwise, a sole arbitrator for the matter in dispute.

(b) Where the Parties do not agree that the dispute concerns atechnical matter, the Client and the Consultant shall eachappoint one (1) arbitrator, and these two arbitrators shalljointly appoint a third arbitrator, who shall chair thearbitration panel. If the arbitrators named by the Parties donot succeed in appointing a third arbitrator within thirty(30) days after the latter of the two (2) arbitrators named bythe Parties has been appointed, the third arbitrator shall, atthe request of either Party, be appointed by theInternational Chamber of Commerce, Paris.

(c) If, in a dispute subject to paragraph (b) above, one Partyfails to appoint its arbitrator within thirty (30) days after theother Party has appointed its arbitrator, the Party which hasnamed an arbitrator may apply to the InternationalChamber of Commerce, Paris to appoint a sole arbitratorfor the matter in dispute, and the arbitrator appointedpursuant to such application shall be the sole arbitrator forthat dispute.

2. Rules of Procedure. Except as otherwise stated herein, arbitrationproceedings shall be conducted in accordance with the rules ofprocedure for arbitration of the United Nations Commission onInternational Trade Law (UNCITRAL) as in force on the date ofthis Contract.

3. Substitute Arbitrators. If for any reason an arbitrator is unable toperform his/her function, a substitute shall be appointed in thesame manner as the original arbitrator.

4. Nationality and Qualifications of Arbitrators. The sole arbitratoror the third arbitrator appointed pursuant to paragraphs 1(a)through 1(c) above shall be an internationally recognized legal ortechnical expert with extensive experience in relation to thematter in dispute and shall not be a national of the Consultant’shome country or of the home country of any of their members orPartiesor of the Government’s country. For the purposes of thisClause, “home country” means any of:

(a) the country of incorporation of the Consultant or of any of

their members or Parties; or

(b) the country in which the Consultant’s or any of theirmembers’ or Parties’ principal place of business is located;or

(c) the country of nationality of a majority of the Consultant’sor of any members’ or Parties’ shareholders; or

(d) the country of nationality of the Sub-consultants concerned,where the dispute involves a subcontract.

5. Miscellaneous. In any arbitration proceeding hereunder:

(a) proceedings shall, unless otherwise agreed by the Parties,be held in …………;

(b) the English language shall be the official language for allpurposes; and

(c) the decision of the sole arbitrator or of a majority of thearbitrators (or of the third arbitrator if there is no suchmajority) shall be final and binding and shall beenforceable in any court of competent jurisdiction, and theParties hereby waive any objections to or claims ofimmunity in respect of such enforcement.

IV. Appendices

APPENDIX A – TERMS OF REFERENCE

………………………………………………………………………………………………

APPENDIX B - KEY EXPERTS

……………………………………………………………………………………………………

APPENDIX C – BREAKDOWN OF CONTRACT PRICE

APPENDIX D - FORM OF ADVANCE PAYMENTS GUARANTEE

{Guarantor letterhead or SWIFT identifier code}

Bank Guarantee for Advance Payment

Guarantor: ___________________ [insert commercial Bank’s Name, and Address ofIssuing Branch or Office]

Beneficiary: _________________ [insert Name and Address of Client]

Date: ____________[insert date]____

ADVANCE PAYMENT GUARANTEE No.: ___________[insert number]______

We have been informed that ____________ [name of Consultant or a name of the JointVenture, same as appears on the signed Contract] (hereinafter called "the Consultant") hasentered into Contract No. _____________ [reference number of the contract] dated___[insert date]_________ with the Beneficiary, for the provision of __________________[brief description of Services] (hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, an advancepayment in the sum of ___________ [insert amount in figures] () [amount in words] is to bemade against an advance payment guarantee.

At the request of the Consultant, we, as Guarantor, hereby irrevocably undertake to pay theBeneficiary any sum or sums not exceeding in total an amount of ___________ [amount infigures] () [amount in words]1 upon receipt by us of the Beneficiary’s complying demandsupported by the Beneficiary’s a written statement, whether in the demand itself or in aseparate signed document accompanying or identifying the demand, stating that theConsultant is in breach of its obligation under the Contract because the Consultant:

(a) has failed to repay the advance payment in accordance with the Contract conditions,specifying the amount which the Consultant has failed to repay;

(b) has used the advance payment for purposes other than toward providing the Servicesunder the Contract.

It is a condition for any claim and payment under this guarantee to be made that the advancepayment referred to above must have been received by the Consultant on their accountnumber ___________ at _________________ [name and address of bank].

The maximum amount of this guarantee shall be progressively reduced by the amount of theadvance payment repaid by the Consultant as indicated in certified statements or invoicesmarked as “paid” by the Client which shall be presented to us. This guarantee shall expire, atthe latest, upon our receipt of the payment certificate or paid invoice indicating that the

1 The Guarantor shall insert an amount representing the amount of the advance payment and denominatedeither in the currency(ies) of the advance payment as specified in the Contract, or in a freely convertiblecurrency acceptable to the Client.

Consultant has made full repayment of the amount of the advance payment, or on the __ dayof _[month]__________, [year]__,2 whichever is earlier. Consequently, any demand forpayment under this guarantee must be received by us at this office on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010revision, ICC Publication No. 758.

_____________________[signature(s)]

{Note: All italicized text is for indicative purposes only to assist in preparing this form andshall be deleted from the final product.}

2 Insert the expected expiration date. In the event of an extension of the time for completion of the Contract, theClient would need to request an extension of this guarantee from the Guarantor. Such request must be inwriting and must be made prior to the expiration date established in the guarantee. In preparing this guarantee,the Client might consider adding the following text to the form, at the end of the penultimate paragraph: “TheGuarantor agrees to a one-time extension of this guarantee for a period not to exceed [six months][one year],in response to the Client’s written request for such extension, such request to be presented to the Guarantorbefore the expiry of the guarantee.”

Section 8. Conditions of Contract and Contract Forms (Time Based) 115

E-BASED FORM OF CONTRACT

Section 9. Notification of Intention to Award and Beneficial Ownership Forms 116

Lump-Sum Form of C

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