JICA Consultancy
JICA Consultancy
JICA Consultancy
Preface
This Standard Request for Proposals (SRFP) has been prepared by the Japan International
Cooperation Agency (JICA) for the use of the Projects financed, in whole or in part by its
Official Development Assistance (ODA) loans.
This SRFP is consistent with the Guidelines for Employment of Consultants under Japanese
ODA Loans, April 2012, and its use is required under the Guidelines. As this SRFP reflects
recent best practices of public procurement and JICA’s policy, its use is also encouraged for
consultancy contracts under the Guidelines for the Employment of Consultants, published in
October 1999 or March 2009.
This SRFP can be used with the both selection methods described in the Guidelines, i.e.,
Quality-Based Selection (QBS), and Quality- and Cost-Based Selection (QCBS).
If the user has questions regarding the use of this SRFP, the appropriate JICA’s official
should be consulted.
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Summary Description
This Standard Request for Proposals (SRFP) includes selection procedures under the Quality-
Based Selection method (Option A) and those under the Quality- and Cost-Based Selection
method (Option B), as well as Conditions of Contract for Time-Based Contract (Option A)
and for Lump-Sum Contract (Option B). These procedures and Conditions of Contract are to
be chosen by the Client as appropriate to each circumstance. A brief description of this SRFP
is given below.
Option B – Quality- and Cost-Based Selection Method (QCBS) (alternative Section I and
II to be used for Quality- and Cost-Based Selection)
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Section III, IV and Section V below are to be used either with Option A – Quality-Based
Selection Method (QBS) or with Option B – Quality- and Cost-Based Selection Method
(QCBS).
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Section X. Appendices
The Appendices complement the Contract by describing the Services,
specifying reporting requirements, Expert schedule etc., and by providing cost
data such as cost breakdowns, price adjustment data.
Option B – Lump-Sum Contract (alternative Sections VII through X to be used for Lump-
Sum Contract).
Section X. Appendices
The Appendices complement the Contract by describing the Services,
specifying reporting requirements, Expert schedule etc., and by providing cost
data such as cost breakdowns, price adjustment data.
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(i) Specific details, such as the name of the Client and the address for Proposal
submission, should be furnished in the spaces indicated by italicized notes inside
brackets.
(ii) The footnotes, “boxed” notes and italicized notes in this SRFP, except those
applying to forms to be filled out by the Consultants or instructions for the
Consultants, are not part of the Request for Proposals Document, but contain
guidelines and instructions for the Client. They shall be deleted from the actual
Request for Proposals Document to be issued to the Consultants.
(iii) Where alternative Clauses or texts are shown, select those which best suit the
particular services and discard the alternative text which is not used.
(e) Unless specifically agreed with JICA, the Special Conditions of Contract shall not
materially alter the provisions of the General Conditions of Contract.
(f) The complete set of the draft Request for Proposals Document prepared by the Client
shall be submitted to JICA, for its review and concurrence in accordance with the
concerned loan agreement, before its issuance to the shortlisted Consultants.
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Letter of Invitation
Letter of Invitation
The LOI includes a list of all shortlisted firms to whom similar Letters of Invitation are sent,
and a reference to the selection method. It also requires the invited consulting firm to inform
the Client of their intention to submit a proposal.
The Letter of Invitation is not a part of the Request for Proposals Document. However, the
Client shall make sure its contents are consistent with the information contained in Section II
- Data Sheet.
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Letter of Invitation LOI-1
Letter of Invitation
Date : [insert date of issuance of Letter of Invitation]
LOI No. : [insert Letter of Invitation number]
Client : [insert name of Client]
Country : [insert country of Client/ Borrower]
JICA Loan No. : [insert JICA Loan Agreement number]
Project Name : [insert name of Project]
Assignment Name : [insert name of assignment]
1. The [insert name of Borrower] has received2 a loan from the Japan International Cooperation
Agency (JICA) towards the cost of [insert name of Project] (hereinafter called “the Project”)
and intends to apply part of the proceeds towards payments under the contract for [insert name
of assignment].
2. The [insert name of Client] now invites Proposals from the shortlisted Consultants to
provide the consultancy services under the above consulting services assignment.
3. This Letter of Invitation and the Request for Proposals (RFP) attached hereto have been
issued to the following shortlisted Consultants: [insert List of shortlisted Consultants]3. It is
not permissible to transfer this invitation to any other firm.
4. A firm(s) will be selected under [insert Selection Method]4 and the procedure described in
the RFP, in accordance with the applicable Guidelines for the Employment of Consultants
under Japanese ODA Loans.
5. The Consultant is hereby requested to inform the Client in writing by [insert a date, wihtin
28 days from the date of this LOI]5 at the address below:
(a) whether you intend to submit a Proposal or not; and, if affirmative
(b) whether the Proposal will be submitted as a single firm or as a joint venture.
6. Details on the Proposal’s submission date, time and address are provided in Clause 12.7 of
the Instructions to Consultants (ITC).
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LOI-2 Letter of Invitation
7. Proposals will be opened in the presence of Consultant’s representatives who choose to attend
at the offices as specified in the Request for Proposals.
Yours sincerely,
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REQUEST FOR PROPOSALS
Selection of Consultants
for
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Table of Contents
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PART 1 – SELECTION PROCEDURES
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Option A: Quality-Based Selection (QBS)
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Section I. Instructions to Consultants
The use of the Standard Instructions to Consultants set forth in Section I of the Standard
Request for Proposals, (hereafter referred to as “Standard ITC”) is required in all Request for
Proposals for the assignments financed by Japanese ODA Loans, and they shall be used
without modifications.
A copy of the Standard Instructions to Consultants shall be attached to the Request for
Proposals prepared by the Client. If the Instructions to Consultants in the Request for
Proposals contain modifications from the Standard Instructions to Consultants, JICA will not
consider them valid and will require the Client to modify the Request for Proposals so that the
Standard Instructions to Consultants, as defined above, shall apply.
Any necessary changes, acceptable to JICA, to address specific country, project and
assignment issues shall be introduced only through the Data Sheet.
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-1
Table of Clauses
ITC(A)
A. General Provisions ............................................................................................................3
1. Definitions...................................................................................................................3
2. Introduction .................................................................................................................5
a. Scope of Proposal ................................................................................................5
b.Interpretation .......................................................................................................6
c. Source of Funds ...................................................................................................6
d.Method of Selection.............................................................................................6
e. Local Conditions..................................................................................................6
f. Project Data and Reports......................................................................................7
3. Conflict of Interest.......................................................................................................7
a. Impartiality ..........................................................................................................7
b.Conflict of Interest ...............................................................................................7
4. Corrupt and Fraudulent Practices .................................................................................8
5. Eligibility .................................................................................................................. 10
B. Preparation of Proposals .................................................................................................. 10
6. Preparation of Proposals ............................................................................................ 10
a. Completeness of RFP......................................................................................... 10
b.Information to be furnished ................................................................................ 11
c. Cost of Proposals ............................................................................................... 11
d.Language of Proposals ....................................................................................... 11
7. Proposal Validity Period ............................................................................................ 11
a. Validity Period................................................................................................... 11
b.Extension of Validity Period .............................................................................. 11
c. Substitution of Key Experts at Validity Extension.............................................. 12
d.Sub-Consulting .................................................................................................. 12
e. Delayed Contract Signing .................................................................................. 12
8. Clarification and Amendments of RFP....................................................................... 12
a. Clarification of RFP ........................................................................................... 12
b.Pre-Proposal Conference.................................................................................... 13
c. Amendment of RFP ........................................................................................... 13
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ITC(A)-2 Section I. Option A: QBS – Instructions to Consultants
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-3
Instructions to Consultants
A. General Provisions
1. Definitions 1.1 The following words and expressions shall have the
meanings hereby assigned to them.
(a) “Affiliate(s)” means an individual or a firm that
directly or indirectly controls, is controlled by, or is
under common control with the Consultant.
(b) “Applicable Guidelines” means the Guidelines for the
Employment of Consultants under Japanese ODA
Loans, specified in the Data Sheet (DS), governing
the selection and Contract award process as set forth in
this RFP.
(c) “Borrower” means the Government, Government
agency or other entity that signs the Loan Agreement
with JICA.
(d) “Client” means the entity as specified in the DS 2.1
that signs the Contract for the Services with the
selected Consultant.
(e) “Consultant” means any firm or a JV that may provide
or provides the Services to the Client under the
Contract.
(f) “Contract” means a legally binding written agreement
signed between the Client and the Consultant and
includes all the attached documents listed in paragraph
1 of the Form of Contract.
(g) “Data Sheet” or “DS” (Section II of the RFP) means
an integral part of the RFP that is used to reflect
specific country and assignment conditions to
supplement, or amend the provisions of the ITC.
(h) “day” means calendar day.
(i) “Experts” means, collectively, Key Experts, Non-Key
Experts, or any other professional personnel of the
Consultant, Subconsultant or JV member(s).
(j) “firm” means a private entity, a state-owned enterprise
or institution.
(k) “Government” means the government of the Client’s
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ITC(A)-4 Section I. Option A: QBS – Instructions to Consultants
country.
(l) “Instructions to Consultants” or “ITC” (this Section I
of the RFP) means an integral part of the RFP that
provides the shortlisted Consultants with all
information needed to prepare and submit their
Proposals.
(m) “JICA” means the Japan International Cooperation
Agency.
(n) “Joint Venture” or “JV” means any combination of
two or more firms in the form of a joint venture,
consortium, association or other unincorporated
grouping under an existing agreement or with the
intention to enter into such an agreement supported by
a formal letter of intent.
(o) “Key Expert(s)” means an individual professional
whose skills, qualifications, knowledge and experience
are critical to the performance of the Services under
the Contract and whose Curricula Vitae (CV) is taken
into account in the technical evaluation of the
Consultant’s Proposal.
(p) “LOI” means the Letter of Invitation which is sent by
the Client to the shortlisted Consultants, attaching the
RFP.
(q) “Non-Key Expert(s)” means an individual professional
provided by the Consultant or its Subconsultant and
who is assigned to perform the Services or any part
thereof under the Contract and whose CVs are not
evaluated individually.
(r) “ODA” means Official Development Assistance.
(s) “Proposal” means the Technical Proposal or the
Financial Proposal of the Consultant, or both, as
appropriate.
(t) “Provisional Sum” means an amount of money
allocated in the Contract to allow for the cost of any
future service or expense, which may be needed during
the course of the assignment. Provisional Sum may be
allocated or designated under the Specified Provisional
Sum and/or Provisional Sum for Contingency
Allowance, as appropriate.
(u) “Provisional Sum for Contingency Allowance” means
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-5
2. Introduction
a. Scope of 2.1 In connection with the LOI specified in the DS, the Client
Proposal as specified in the DS located in the country, as specified in
the DS, issues this RFP for the assignment of consultancy
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ITC(A)-6 Section I. Option A: QBS – Instructions to Consultants
e. Local 2.6 The Consultant shall familiarize themselves with the local
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-7
f. Project Data 2.7 The inputs, relevant project data, and reports as specified in
and Reports the DS are provided with this RFP at no cost for the
preparation of the Consultant’s Proposal.
3. Conflict of Interest
a. Impartiality 3.1 The Consultant is required to provide professional,
objective, and impartial advice, at all times holding the
Client’s interests paramount, strictly avoiding conflicts with
other assignments or its own corporate interests, and acting
without any consideration for future work.
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ITC(A)-8 Section I. Option A: QBS – Instructions to Consultants
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-9
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ITC(A)-10 Section I. Option A: QBS – Instructions to Consultants
5. Eligibility 5.1 The Consultant may be a single firm or a JV. In the case of a
JV:
(a) all members shall be jointly and severally liable for the
execution of the Contract in accordance with the Contract
terms,
B. Preparation of Proposals
6. Preparation of
Proposals
a. Completeness 6.1 Unless obtained directly from the Client, the Client is not
of RFP responsible for the completeness of the RFP, responses to
requests for clarification, the minutes of the pre-proposal
conference (if any), or addenda to the RFP in accordance
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-11
c. Cost of 6.3 The Consultant shall bear all costs associated with the
Proposals preparation and submission of its Proposal and contract
negotiation. The Client is not bound to accept any proposal,
and reserves the right to annul the selection process at any
time prior to Contract award, without thereby incurring any
liability to the Consultant.
7. Proposal Validity
Period
a. Validity 7.1 The Consultant’s Proposal must remain valid for a period
Period specified in the DS after the Proposal submission deadline.
7.2 During this period, the Consultant shall maintain its original
Proposal without any change, including the availability of the
Key Experts, the proposed rates and the total price.
7.3 If it is established that any Key Expert nominated in the
Consultant's Proposal was not scheduled at the time of
Proposal submission to be available or was named in the
Proposal without confirmation of his/her availability, such
Proposal shall be disqualified and rejected from further
evaluation.
b. Extension of 7.4 The Client will make its best effort to complete negotiations
Validity within this period. However, should the need arise, the Client
Period may request, in writing, all Consultants to extend the validity
period of their Proposals. Consultants who agree to such
extension shall confirm that they maintain the availability of
the Key Experts named in the Proposal subject to the
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ITC(A)-12 Section I. Option A: QBS – Instructions to Consultants
d. Sub- 7.8 The Consultant shall not propose Subconsultants for the
Consulting whole of the Services.
e. Delayed 7.9 If the contract signing is delayed by a period exceeding fifty-
Contract six (56) days beyond the expiry of the initial period of
Signing proposal validity, the amounts payable under the Contract
shall be determined as follows:
(a) In the case of fixed price contracts, the amounts payable
under the Contract shall be the price of the Financial
Proposal adjusted by the factor specified in the DS.
(b) In the case of adjustable price contracts, no adjustment
shall be made.
In any case, evaluation shall be based on the price of the
Financial Proposal without taking into consideration the
applicable correction from those indicated above.
8. Clarification and
Amendments of
RFP
a. Clarification 8.1 The Consultant requiring any clarification of the RFP shall
of RFP contact the Client in writing at the Client’s address specified
in the DS or raise its enquiries during the pre-proposal
conference if provided for in accordance with ITC 8.2. The
Client will respond in writing to any request for clarification,
at least fourteen (14) days before the deadline for submission
of Proposal provided that such request is received no later
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-13
c. Amendment 8.3 At any time prior to the Proposal submission deadline, the
of RFP Client may amend the RFP by issuing an addendum in
writing in sufficient time before the submission of Proposals.
The addendum shall be sent to all shortlisted Consultants and
will be binding on them. The Consultants shall acknowledge
receipt of all amendments. To give the Consultants
reasonable time in which to take an amendment into account
in their Proposals, the Client may, if the amendment is
substantial, extend the Proposal submission deadline.
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ITC(A)-14 Section I. Option A: QBS – Instructions to Consultants
9. Preparation of 9.1 While preparing the Proposal, the Consultant must give
Proposals – particular attention to the following:
Specific
Considerations (a) For the purpose of submitting a Proposal, a shortlisted
Consultant may enhance its expertise for the assignment
either by:
(i) associating with other firms or individuals as
Subconsultants, in which case such other firms or
individuals shall not be liable for the Contract,
and/or
(ii) forming a JV with other firms which substantially
perform the Services and/or have experience
contributing to the enhancement of the expertise
of the JV, in which case the shortlisted
Consultant shall be the lead member, shall
execute a major portion of the assignment, and
have the authority to conduct all businesses for
and on behalf of any and all of its members. Each
member of the JV is liable under the Contract as
provided in ITC 5.1(a).
(b) If the Consultant has been shortlisted through an
Expression of Interest, any change in the structure or
formation of the Consultant including Subconsultants
named in the application in the Expression of Interest
after being invited to submit a Proposal shall be subject
to the written approval of the Client prior to the
Proposal submission deadline. Any such change shall
be submitted to the Client not later than twenty-one (21)
days before the Proposal submission deadline.
10. Technical Proposal 10.1 The Technical Proposal shall comprise the following:
Format and
Content (a) completed Technical Proposal Forms, in accordance with
ITC 10.2;
(b) Power of Attorney, authorizing the signatory of the
Proposal to commit the Consultant, in accordance with
ITC 12.4;
(c) copy of the JV Agreement, or a formal letter of intent to
enter into a JV in the case of a Proposal submitted by a
JV in accordance with ITC 5.1; and
(d) any other document required in the DS.
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-15
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ITC(A)-16 Section I. Option A: QBS – Instructions to Consultants
Proposal.
(d) Forms TECH-4 & TECH-8:
A description of the approach, methodology and work
plan for performing the assignment.
Guidance on the content of this section of the Technical
Proposals is provided in Form TECH-4. The work plan
shall be consistent with the Work Schedule as indicated
in Form TECH-8, which will show in the form of a bar
chart the timing proposed for each activity.
(e) Form TECH-5:
The list of the proposed team by area of expertise, the
position that would be assigned to each team member,
their tasks and a summary of essential CV information in
Form TECH-5, duly completed considering the
following:
(i) The Consultants shall not propose alternative
Key Experts. Only one CV shall be submitted for
each Key Expert position except as permitted
under sub-paragraph (ii) below. Failure to
comply with this requirement will make the
Proposal non-responsive.
(ii) The Consultant may, where appropriate, propose
two or more Key Experts to act jointly for one
Key Expert position.
(f) Form TECH-6:
CVs of the Key Experts signed by the Key Experts
themselves or by the authorized representative submitting
Form TECH-6. In case of CVs signed by the authorized
representative, should the firm be ranked first, copies of
the same CVs signed by the Key Experts must be
submitted to the Client prior to commencement of
contract negotiations.
(g) Form TECH-7:
Estimates (man-months) of the Experts needed to carry
out the assignment in Form TECH-7. The man-months
input shall be indicated separately for home work and
field work.
(h) Form TECH-9:
The Acknowledgement of Compliance with the
Guidelines for Employment of Consultants as Form
TECH-9. The Consultant’s authorized representative
shall sign and date this Form on behalf of the Consultant.
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-17
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ITC(A)-18 Section I. Option A: QBS – Instructions to Consultants
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-19
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ITC(A)-20 Section I. Option A: QBS – Instructions to Consultants
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-21
Costs;
b. be excluded from the evaluation of the
Financial Proposal; and
c. be included in the Contract Price.
(iii) Local Indirect Taxes to be paid by the Client on
behalf of the Consultant
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ITC(A)-22 Section I. Option A: QBS – Instructions to Consultants
hand.
a. Format and 12.2 The Consultant shall prepare one original of the Technical
Signing of Proposal and one original of the Financial Proposal (if
Proposals required under ITC 2.5) as described in ITC 10 and ITC 11
respectively, and clearly mark them “TECHNICAL PROPOSAL -
ORIGINAL” and “FINANCIAL PROPOSAL - ORIGINAL”, as
appropriate.
12.3 In addition, the Consultant shall submit copies of the
Technical and Financial Proposals, in the number specified in
the DS and clearly mark each of them “TECHNICAL PROPOSAL
- COPY”, “FINANCIAL PROPOSAL - COPY”, as appropriate.
In the event of any discrepancy between the original and the
copies, the original shall prevail.
12.4 The original of the Proposal shall be typed or written in
indelible ink and shall be signed by a person duly authorized to
sign on behalf of the Consultant. The authorization shall be in
the form of a Power of Attorney included in the Technical
Proposal. All pages of the Proposal where entries or
amendments have been made shall be signed or initialed by the
person signing the Proposal. Any interlineation, erasures, or
overwriting shall be valid only if they are signed or initialed by
the person signing the Proposal.
A Proposal submitted by a JV shall be signed by an
authorized representative of the JV accompanied by a Power
of Attorney from each member of the JV giving that
authorized representative the power to sign on their behalf
and legally bind them all. Such power shall also be given by
a person duly authorized to do so on behalf of each member
evidenced by a Power of Attorney.
12.5 The Consultants shall clearly mark “CONFIDENTIAL” any
information which they regard as confidential to their
business. Such information may include proprietary
information, trade secrets or commercial or financially
sensitive information.
b. Sealing and 12.6 The Consultant shall enclose:
Marking of
Proposals (a) in a sealed envelope, duly marked as “TECHNICAL
PROPOSAL - ORIGINAL”, all documents comprising the
Technical Proposal, as described in ITC 10;
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-23
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ITC(A)-24 Section I. Option A: QBS – Instructions to Consultants
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-25
14. Proposal 14.1 The Consultant is not permitted to alter or modify its
Evaluation Proposal in any way after the Proposal submission deadline
except as permitted under ITC 7.6.
14.2 For the purpose of evaluation of the Proposal, the Client shall
appoint an Evaluation Committee comprising of the persons
competent for such purpose as its members.
The members of such evaluation committee shall conduct the
evaluation solely on the basis of the submitted Technical and
Financial Proposals. They shall have no access to the
Financial Proposals until the technical evaluation is
concluded.
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ITC(A)-26 Section I. Option A: QBS – Instructions to Consultants
a. Availability of 15.3 The invited Consultant shall confirm the availability of all
Key Experts Key Experts included in the Proposal as a pre-requisite to the
negotiations, or, if applicable, a replacement in accordance
with ITC 7.6. Failure to confirm the Key Experts’ availability
may result in the rejection of the Consultant’s Proposal and
the Client will proceed to negotiate the Contract with the
next-ranked Consultant.
15.4 Notwithstanding the above, the substitution of Key Experts at
the negotiations may be considered if due solely to
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-27
16. Conclusion of the 16.1 Successful negotiations shall conclude with a review of the
Negotiations agreed draft Contract. To complete the negotiations, the
Client and the Consultant will initial the agreed draft
Contract.
16.2 If in the opinion of the Client, the negotiations are not
successful, then, upon consultation with JICA, the Client may
terminate the negotiations informing the Consultant of the
reasons for doing so and invite the next-ranked Consultant to
negotiate a Contract. Once the Client commences
negotiations with the next-ranked Consultant, the Client shall
not reopen the earlier negotiations.
17. Signing of 17.1 Upon conclusion of the Contract negotiations, the Client shall
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ITC(A)-28 Section I. Option A: QBS – Instructions to Consultants
18. Notification to 18.1 After the signing of the Contract with the selected Consultant,
Unsuccessful the Client shall notify all Consultants who have submitted
Consultants and Proposals but not selected, the result of the selection and that
Debriefing they were unsuccessful.
18.2 After receipt of the Client’s notification pursuant to ITC 18.1
above, the unsuccessful Consultants (including those rejected
on the grounds of their Technical Proposals not being
substantially responsive to the key aspects of the RFP and/or
failed to achieve the minimum Technical Score) may request
a debriefing in writing or in a meeting with the Client,
seeking an explanation of the grounds on which their
proposals were not selected.
18.3 The Client shall promptly respond in writing to any
unsuccessful Consultants who request a debriefing in
accordance with ITC 18.2 above.
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Section I. Option A: QBS – Instructions to Consultants ITC(A)-29
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Section II. Option A: QBS - Data Sheet
This Section contains information that are specific to each selection and that supplement
Section I, Instructions to Consultants.
This Section shall be filled in by the Client before issuance of the Request for Proposals. The
Client shall specify in the Data Sheet (DS) only the information that the ITC requires to be
specified in the DS. All information shall be provided; no clause shall be left blank.
To facilitate the preparation of the DS, its clauses are numbered with the same numbers as the
corresponding ITC clauses.
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Section II. Option A: QBS - Data Sheet DS(A)-1
Data Sheet
A. General
ITC 1.1(b) The Applicable Guidelines are those published in [insert date of issuance of
the Guidelines applicable to this Contract (April 2012, March 2009 or
October 1999)].
ITC 2.1 The Letter of Invitation: [insert reference number of the letter of Invitation]
The Client is: [insert name of Client] located in [insert name of country of
Client/ Borrower].
The number of the JICA Loan Agreement is: [insert JICA Loan Agreement
number].
The amount of a Japanese ODA Loan is: [insert amount in Japanese Yen].
The signed date of the Loan Agreement is: [insert signed date of the Loan
Agreement].
ITC 2.7 The following inputs, project data, reports, etc. are provided to facilitate the
preparation of the Proposals: [insert list of inputs, project data, reports, etc. if
there is none, state “N/A”]
ITC 4.1(b) The list of ineligible firms and individuals is available at the JICA’s website:
www.jica.go.jp/english/our_work/compliance
ITC 4.1(c) The list of debarred firms and individuals is available at the World Bank’s
website: www.worldbank.org/debarr
B. Preparation of Proposals
ITC 6.4 Language of the Proposals: [insert one of the following, as appicable:
Japanese, English, French, or Spanish]
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DS(A)-2 Section II. Option A: QBS - Data Sheet
ITC 7.1 Proposals must remain valid [insert number: normally 90 days] days after the
Proposal submission deadline date, i.e. until: [insert date]
ITC 7.9(a) [Insert the following only in case of fixed price contract. Delete it in its
entirety in case of adjustable price contracts, and state “This DS 7.9(a) is not
applicable.”.]
The local and foreign currency portions of the Price of the Financial Proposal
shall be adjusted by using the following formula:
Where:
“BPA” is the local (or foreign) curency portion of the Price of the Financial
Proposal as adjusted for the delay in signing of the Contract.
“BPO” is the local (or foreign) currency portion of the Price of the Financial
Proposal as stated in the Financial Proposal Submission Form.
“AF” is:
(a) in case of the local currency, the average annual consumer inflation of
the Clients’ country, calculated from the data officially released by the
relevant authority of the Client’s country, responsible for release of
such data, considering the period of past three (3) years from the date,
one (1) month prior to the Contract signing date.
(b) in case of the foreign currency, the average annual consumer inflation
of the country of the foreign currency, calculated from the data
officially released by the relevant authority of that country, responsible
for release of such data, considering the period of past three (3) years
from the date, one (1) month prior to the Contract signing date.
ITC 8.1 For clarification purposes only, the Client’s address is:
Attention: [insert full name of person, if applicable]
Mailing Address: [insert mailing address]
Email: [insert email address(es), if applicable]
Responses to any request for clarification, if any, [select “will” or “will not”,
as appropriate] be published on the Client’s web page indicated below.
Web Page: [Insert the Client’s web page if responses to requests for
clarifications will be published on the Client’s web page; Otherwise insert
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Section II. Option A: QBS - Data Sheet DS(A)-3
“N/A”.]
ITC 8.2 A pre-proposal conference [insert “will” or “will not”, as appropriate] take
place at the following date, time and place:
[If a pre-proposal conference will take place, insert the date, time, place
information, the contact details of Client’s representative in charge of the
conference, in the spaces provided below. Otherwise insert “N/A” in the
spaces provided below for the date, time, place and the details of Client’s
representative below.]
Date :
Time :
Place :
ITC 10.1(d) The Consultant shall submit the following additional documents in its
Technical Proposal:
[List any additional document not already listed in ITC 10.1 that must be
submitted with the Technical Proposal. If there is no additional document,
state “none”.]
ITC 11.1 Estimated numbers of man-months for Experts that must be shown on the
Expert schedule are:
- International Experts: [insert number of man-months] man-months.
- Local Experts : [insert number of man-months] man-months.
- Total : [insert number of man-months] man-months.
ITC 11.1(a)(ii) [Insert a list of the applicable Reimbursable expenses in foreign and in local
currencies. All assignment-related costs other than the Consultant's
remuneration shall be listed below. Any items of expenses indicated as
Specified Provisional Sums shall not be included in the list.
A sample list is provided below for guidance. Item no. 9 shall be included
when the Client allows an option for the Consultant to include the cost of
procuring a professional liability insurance as a Reimbursable Expense in
accordance with Sub-Clause SCC 3.5 (b). Items that are not applicable shall
be deleted, while other items may be added where applicable.]
(1) a per diem allowance in respect of Experts of the Consultant for every
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DS(A)-4 Section II. Option A: QBS - Data Sheet
day in which the Experts shall be absent from their home office;
(2) cost of necessary international and local air travel of Experts by the most
appropriate means of transport and the most direct practicable route;
(3) cost of office accommodation, including overheads and back-stop
support;
(4) land transportation including vehicle rental;
(5) cost of international or local communications such as the use of
telephone and facsimile required for the purpose of the Services;
(6) cost, rental and freight of any equipment required to be provided by the
Consultants for the purposes of the Services;
(7) cost of printing and dispatching of the reports to be produced for the
Services;
(8) miscellaneous administrative and support costs including office
operations, support personnel and translation; and
(9) cost of procuring the professional liability insurance in accordance with
Sub-Clause SCC 3.5(b).
ITC 11.1(b) [An appropriate amount of Provisional Sum for Contingency Allowance
(ii) allows the Client to cope with additional expenses in accordance with the
Contract (e.g. price escalations) and any other increase in the amount to be
paid to the Consultant during the implementation of the Contract.
The Client, as per the guidance given above, may choose, either Option A
(i.e.: to insert a determined percentage) or Option B (i.e.: to insert a fixed
amount) below, as appropriate, and delete the other.
So as to make the relevant item in FIN-2 consistent with this ITC provision:
if option A is chosen, indicate the relevant percentage in the item
description, and if Option B is chosen, insert the relevant local and foreign
currency portions of the Amount in the respective ‘Amount’ columns.]
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Section II. Option A: QBS - Data Sheet DS(A)-5
[Option A]
[insert the applicable percentage] of the summation of the Sub-Total of the
Competitive Component and the specified Provisional Sums as indicated in
the Financial Proposal submitted by the Consultant, in the currency or
currencies in which the above summation is expressed.
[Option B]
[insert the applicable fixed amount in the applicable currency or currencies]
[The Client shall fill in the table below, Item No, Description, and Local and
Foreign currency portions of the Amount for each Provisional Sum as
indicated in the Financial Proposal.]
ITC 11.1(b)(v) The rates and prices quoted by the Consultant shall be: [Insert “subject to
adjustment” or “fixed; consequently, the Consultant is not required to furnish
the indices and coefficients for the price adjustment formulae in the Table of
Adjustment Data”, as appropriate.]
[Price adjustment is recommended for contracts with longer duration than 18
months or when local or foreign inflation is expected to be high.]
ITC 11.2(b) Information on the Consultant’s tax liabilities in the Client’s country can be
found [insert reference to the appropriate official source].
ITC 11.2(c) [This ITC 11.2(c) shall be consistent with Sub-Clause SCC 6.3(a) and (b).
The Client shall indicate clearly which taxes, duties and levies are exempted
and the relevant exemption categories (as described below), in accordance
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DS(A)-6 Section II. Option A: QBS - Data Sheet
with the Exchange of Notes between the Client’s country and the
Government of Japan, and under the law of the Client’s country.
If the liabilities as to taxes, duties and levies shall be solely borne by the
Consultant, delete all below and state “This DS 11.2(c) is not applicable.”.]
Exemptions from duties, taxes or levies which are described under this ITC
11.2(c) fall into two categories, namely:
- “No Pay” category: The Consultant shall be entitled to exemption from
tax liabilities falling into this category, without having to make any
payment arising from or out of or in connection with such liabilities.
(i) & (ii) duties, taxes and levies listed in the table below shall be exempted.
[The Client shall add or modify tax liabilities as appropriate and indicate the
exemption category of each of them in the table below.]
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Section II. Option A: QBS - Data Sheet DS(A)-7
(iii) duties, taxes and levies listed below shall be paid by the Client on
behalf of the Consultant:
[insert list of duties, taxes and levies]
[Indicate in the table below, any other tax exemptions available to the
Consultant in accordance with the law of the Client’s country. If there is
none, delete the paragraph below in its entirety.]
B. In addition to the above, in accordance with the law of the Client’s
country:
(i) & (ii) duties, taxes and levies listed in the table below shall be exempted.
No. Duty/ Tax/ Levy Exemption Category
1 [insert duty/ tax/ [indicate whether “No Pay” or “Pay
levy] & Reimburse”]
2 [insert duty/ tax/ [indicate whether “No Pay” or “Pay
levy] & Reimburse”]
3 [insert duty/ tax/ [indicate whether “No Pay” or “Pay
levy] & Reimburse”]
etc.
(iii) duties, taxes and levies listed below shall be paid by the Client on
behalf of the Consultant:
[insert list of duties, taxes and levies]
ITC 11.3 The currency(ies) of the Financial Proposal shall be as described below:
(a) the input to the Services that the Consultant expects to supply from
within the Client’s country shall be quoted in [insert the name of the
currency of the Client’s country], referred to as “the local currency”, to
[insert number of decimal places] decimal place(s); and
(b) the inputs to the Services that the Consultant expects to supply from
outside the Client’s county (referred to as “the foreign currency”), shall
be quoted in:
(i) Japanese Yen (JPY), with no decimal places; and/or
(ii) [other international trading currency or currencies, if any] to [insert
number of decimal places] decimal place(s).
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DS(A)-8 Section II. Option A: QBS - Data Sheet
ITC 12.7 For Proposal submission purposes only, the Client’s address is:
Attention: [insert full name of person, if applicable]
Mailing Address: [insert mailing address]
ITC 13.1 The opening of the Technical Proposals shall take place at:
Mailing Address: [insert mailing address]
Date: [insert day, month, and year, e.g., 15 June 2018]
Time: [insert time, and identify if a.m. or p.m., e.g. 10:30 a.m.]
[The date shall be the same as the one given for the proposal submission
deadline (ITC 12).]
ITC 14.3 The minimum Technical Score required to be achieved: [insert number of
points, usually 70] Points.
Criteria, sub-criteria, and point system for the evaluation are as follows:
Criteria/ Sub Criteria Points
(a) Experience of the Consultants relevant to the
assignment:
(i) Experience of international projects of [insert points]
comparable size, complexity and technical
specialty.
(ii) Experience in developing countries under [insert points]
comparable conditions
(iii) Experience in Japanese ODA projects [insert points]
Total points for criterion (a): [10 - 20]
[Considering circumstances particular to each individual project, the above
sub-criterion (a)(iii) may be given more points.]
(b) Adequacy of the proposed methodology and work
plan in responding to the Terms of Reference:
(i) Technical approach and methodology [insert points]
(ii) Work plan [insert points]
(iii) Organization and staffing [insert points]
Total points for criterion (b): [20 - 50]
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Section II. Option A: QBS - Data Sheet DS(A)-9
Total points for the all four criteria [(a) +(b)+(c)+(d)]: 100
ITC 17.2 The expected date and location for commencement of consulting services:
Date: [insert day, month, and year, e.g., 15 June 2018]
Mailing Address: [insert mailing address]
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Option B: Quality- and Cost-Based Selection (QCBS)
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Section I. Option B: QCBS - Instructions to Consultants
The use of the Standard Instructions to Consultants set forth in Section I of the Standard
Request for Proposals (hereafter referred to as “Standard ITC”) is required in all Request for
Proposals for the assignments financed by Japanese ODA Loans, and they shall be used
without modifications.
A copy of the Standard Instructions to Consultants shall be attached to the Request for
Proposals prepared by the Client. If the Instructions to Consultants in the Request for
Proposals contain modifications from the Standard Instructions to Consultants, JICA will not
consider them valid and will require the Client to modify the Request for Proposals so that the
Standard Instructions to Consultants, as defined above, shall apply.
Any necessary changes, acceptable to JICA, to address specific country, project and
assignment issues shall be introduced only through the Data Sheet.
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-1
Table of Clauses
ITC(B)
A. General Provisions ............................................................................................................3
1. Definitions...................................................................................................................3
2. Introduction .................................................................................................................5
a. Scope of Proposal ................................................................................................5
b.Interpretation .......................................................................................................6
c. Source of Funds ...................................................................................................6
d.Method of Selection.............................................................................................6
e. Local Conditions..................................................................................................6
f. Project Data and Reports......................................................................................7
3. Conflict of Interest.......................................................................................................7
a. Impartiality ..........................................................................................................7
b.Conflict of Interest ...............................................................................................7
4. Corrupt and Fraudulent Practices .................................................................................8
5. Eligibility .................................................................................................................. 10
B. Preparation of Proposals .................................................................................................. 10
6. Preparation of Proposals ............................................................................................ 10
a. Completeness of RFP......................................................................................... 10
b.Information to be furnished ................................................................................ 11
c. Cost of Proposals ............................................................................................... 11
d.Language of Proposals ....................................................................................... 11
7. Proposal Validity Period ............................................................................................ 11
a. Validity Period................................................................................................... 11
b.Extension of Validity Period .............................................................................. 11
c. Substitution of Key Experts at Validity Extension.............................................. 12
d.Sub-Consulting .................................................................................................. 12
e. Delayed Contract Signing .................................................................................. 12
8. Clarification and Amendments of RFP....................................................................... 12
a. Clarification of RFP ........................................................................................... 12
b.Pre-Proposal Conference.................................................................................... 13
c. Amendment of RFP ........................................................................................... 13
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ITC(B)-2 Section I. Option B: QCBS - Instructions to Consultants
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-3
Instructions to Consultants
A. General Provisions
1. Definitions 1.1 The following words and expressions shall have the
meanings hereby assigned to them.
(a) “Affiliate(s)” means an individual or a firm that
directly or indirectly controls, is controlled by, or is
under common control with the Consultant.
(b) “Applicable Guidelines” means the Guidelines for the
Employment of Consultants under Japanese ODA
Loans, specified in the Data Sheet (DS), governing
the selection and Contract award process as set forth in
this RFP.
(c) “Borrower” means the Government, Government
agency or other entity that signs the Loan Agreement
with JICA.
(d) “Client” means the entity as specified in the DS 2.1,
that signs the Contract for the Services with the
selected Consultant.
(e) “Consultant” means any firm or a JV that may provide
or provides the Services to the Client under the
Contract.
(f) “Contract” means a legally binding written agreement
signed between the Client and the Consultant and
includes all the attached documents listed in paragraph
1 of the Form of Contract.
(g) “Data Sheet” or “DS” (Section II of the RFP) means
an integral part of the RFP that is used to reflect
specific country and assignment conditions to
supplement, or amend the provisions of the ITC.
(h) “day” means calendar day.
(i) “Experts” means, collectively, Key Experts, Non-Key
Experts, or any other professional personnel of the
Consultant, Subconsultant or JV member(s).
(j) “firm” means a private entity, a state-owned enterprise
or institution.
(k) “Government” means the government of the Client’s
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ITC(B)-4 Section I. Option B: QCBS - Instructions to Consultants
country.
(l) “Instructions to Consultants” or “ITC” (this Section I
of the RFP) means an integral part of the RFP that
provides the shortlisted Consultants with all
information needed to prepare and submit their
Proposals.
(m) “JICA” means the Japan International Cooperation
Agency.
(n) “Joint Venture” or “JV” means any combination of
two or more firms in the form of a joint venture,
consortium, association or other unincorporated
grouping under an existing agreement or with the
intention to enter into such an agreement supported by
a formal letter of intent.
(o) “Key Expert(s)” means an individual professional
whose skills, qualifications, knowledge and experience
are critical to the performance of the Services under
the Contract and whose Curricula Vitae (CV) is taken
into account in the technical evaluation of the
Consultant’s Proposal.
(p) “LOI” means the Letter of Invitation which is sent by
the Client to the shortlisted Consultants, attaching the
RFP.
(q) “Non-Key Expert(s)” means an individual professional
provided by the Consultant or its Subconsultant and
who is assigned to perform the Services or any part
thereof under the Contract and whose CVs are not
evaluated individually.
(r) “ODA” means Official Development Assistance.
(s) “Proposal” means the Technical Proposal or the
Financial Proposal of the Consultant, or both, as
appropriate.
(t) “Provisional Sum” means an amount of money
allocated in the Contract to allow for the cost of any
future service or expense, which may be needed during
the course of the assignment. Provisional Sum may be
allocated or designated under the Specified Provisional
Sum and/or Provisional Sum for Contingency
Allowance, as appropriate.
(u) “Provisional Sum for Contingency Allowance” means
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-5
2. Introduction
a. Scope of 2.1 In connection with the LOI specified in the DS, the Client
Proposal as specified in the DS located in the country, as specified in
the DS, issues this RFP for the assignment of consultancy
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ITC(B)-6 Section I. Option B: QCBS - Instructions to Consultants
e. Local 2.6 The Consultant shall familiarize themselves with the local
Conditions conditions relevant to the Services and take them into
account in preparing their Proposal, including attending a
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-7
f. Project Data 2.7 The inputs, relevant project data, and reports as specified in
and Reports the DS are provided with this RFP at no cost for the
preparation of the Consultant’s Proposal.
3. Conflict of Interest
a. Impartiality 3.1 The Consultant is required to provide professional,
objective, and impartial advice, at all times holding the
Client’s interests paramount, strictly avoiding conflicts with
other assignments or its own corporate interests, and acting
without any consideration for future work.
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ITC(B)-8 Section I. Option B: QCBS - Instructions to Consultants
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-9
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ITC(B)-10 Section I. Option B: QCBS - Instructions to Consultants
5. Eligibility 5.1 The Consultant may be a single firm or a JV. In the case of a
JV:
(a) all members shall be jointly and severally liable for the
execution of the Contract in accordance with the Contract
terms,
B. Preparation of Proposals
6. Preparation of
Proposals
a. Completeness 6.1 Unless obtained directly from the Client, the Client is not
of RFP responsible for the completeness of the RFP, responses to
requests for clarification, the minutes of the pre-proposal
conference (if any), or addenda to the RFP in accordance
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-11
c. Cost of 6.3 The Consultant shall bear all costs associated with the
Proposals preparation and submission of its Proposal and contract
negotiation. The Client is not bound to accept any proposal,
and reserves the right to annul the selection process at any
time prior to Contract award, without thereby incurring any
liability to the Consultant.
7. Proposal Validity
Period
a. Validity 7.1 The Consultant’s Proposal must remain valid for a period
Period specified in the DS after the Proposal submission deadline.
7.2 During this period, the Consultant shall maintain its original
Proposal without any change, including the availability of the
Key Experts, the proposed rates and the total price.
7.3 If it is established that any Key Expert nominated in the
Consultant's Proposal was not scheduled at the time of
Proposal submission to be available or was named in the
Proposal without confirmation of his/her availability, such
Proposal shall be disqualified and rejected from further
evaluation.
b. Extension of 7.4 The Client will make its best effort to complete negotiations
Validity within this period. However, should the need arise, the Client
Period may request, in writing, all Consultants to extend the validity
period of their Proposals. Consultants who agree to such
extension shall confirm that they maintain the availability of
the Key Experts named in the Proposal subject to the
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ITC(B)-12 Section I. Option B: QCBS - Instructions to Consultants
d. Sub- 7.8 The Consultant shall not propose Subconsultants for the
Consulting whole of the Services.
e. Delayed 7.9 If the contract signing is delayed by a period exceeding fifty-
Contract six (56) days beyond the expiry of the initial period of
Signing proposal validity, the amounts payable under the Contract
shall be determined as follows:
(a) In the case of fixed price contracts, the amounts payable
under the Contract shall be the price of the Financial
Proposal adjusted by the factor specified in the DS.
(b) In the case of adjustable price contracts, no adjustment
shall be made.
In any case, evaluation shall be based on the price of the
Financial Proposal without taking into consideration the
applicable correction from those indicated above.
8. Clarification and
Amendments of
RFP
a. Clarification 8.1 The Consultant requiring any clarification of the RFP shall
of RFP contact the Client in writing at the Client’s address specified
in the DS or raise its enquiries during the pre-proposal
conference if provided for in accordance with ITC 8.2. The
Client will respond in writing to any request for clarification,
at least fourteen (14) days before the deadline for submission
of Proposal provided that such request is received no later
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-13
c. Amendment 8.3 At any time prior to the Proposal submission deadline, the
of RFP Client may amend the RFP by issuing an addendum in
writing in sufficient time before the submission of Proposals.
The addendum shall be sent to all shortlisted Consultants and
will be binding on them. The Consultants shall acknowledge
receipt of all amendments. To give the Consultants
reasonable time in which to take an amendment into account
in their Proposals the Client may, if the amendment is
substantial, extend the Proposal submission deadline.
9. Preparation of 9.1 While preparing the Proposal, the Consultant must give
Proposals –
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ITC(B)-14 Section I. Option B: QCBS - Instructions to Consultants
10. Technical Proposal 10.1 The Technical Proposal shall comprise the following:
Format and
Content (a) completed Technical Proposal Forms, in accordance with
ITC 10.2;
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-15
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ITC(B)-16 Section I. Option B: QCBS - Instructions to Consultants
Proposal.
(d) Forms TECH-4 & TECH-8:
A description of the approach, methodology and work
plan for performing the assignment.
Guidance on the content of this section of the Technical
Proposals is provided in Form TECH-4. The work plan
shall be consistent with the Work Schedule as indicated
in Form TECH-8, which will show in the form of a bar
chart the timing proposed for each activity.
(e) Form TECH-5:
The list of the proposed team by area of expertise, the
position that would be assigned to each team member,
their tasks and a summary of essential CV information in
Form TECH-5, duly completed considering the
following:
(i) The Consultants shall not propose alternative
Key Experts. Only one CV shall be submitted for
each Key Expert position except as permitted
under sub-paragraph (ii) below. Failure to
comply with this requirement will make the
Proposal non-responsive.
(ii) The Consultant may, where appropriate, propose
two or more Key Experts to act jointly for one
Key Expert position.
(f) Form TECH-6:
CVs of the Key Experts signed by the Key Experts
themselves or by the authorized representative submitting
Form TECH-6. In case of CVs signed by the authorized
representative, should the firm be ranked first, copies of
the same CVs signed by the Key Experts must be
submitted to the Client prior to commencement of
contract negotiations.
(g) Form TECH-7:
Estimates (man-months) of the Experts needed to carry
out the assignment in Form TECH-7. The man-months
input shall be indicated separately for home work and
field work.
(h) Form TECH-9:
The Acknowledgement of Compliance with the
Guidelines for Employment of Consultants as Form
TECH-9. The Consultant’s authorized representative
shall sign and date this Form on behalf of the Consultant.
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-17
b. Volume 10.4 The contents of the Technical Proposal and the recommended
number of pages are indicated in the table below. A page is
considered to be one printed side of A4 (210mm × 297mm).
If other sizes of paper are used, the number of pages is
determined on a pro-rata basis (e.g.: one (1) A3 page is
equivalent to two (2) A4 pages.). Excessively voluminous
Technical Proposals at the discretion of the Client may not be
evaluated.
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ITC(B)-18 Section I. Option B: QCBS - Instructions to Consultants
11. Financial Proposal 11.1 The Financial Proposal shall comprise the following which
Format and shall be prepared using the Forms provided in Section IV,
Content Financial Proposal Forms to be completed as described in
subparagraphs (a) through (c) below. The forms shall be
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-19
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ITC(B)-20 Section I. Option B: QCBS - Instructions to Consultants
a. Duties, Taxes 11.2 All duties, Taxes and levies arising out of the Contract shall
and Levies be considered and included in the Financial Proposal:
(a) unless otherwise stated in the DS 11.2(c), the
Consultant (including all members of a Consultant JV),
all Subconsultants, and all Experts shall be responsible
for meeting all liabilities in respect of duties, taxes and
levies arising out of the Contract, both in the Client’s
country and abroad.
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-21
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ITC(B)-22 Section I. Option B: QCBS - Instructions to Consultants
a. Format and 12.2 The Consultant shall prepare one original of the Technical
Signing of Proposal and one original of the Financial Proposal as
Proposals described in ITC 10 and ITC 11 respectively, and clearly
mark them “TECHNICAL PROPOSAL - ORIGINAL” and
“FINANCIAL PROPOSAL - ORIGINAL”, as appropriate.
12.3 In addition, the Consultant shall submit copies of the
Technical and Financial Proposals, in the number specified in
the DS and clearly mark each of them “TECHNICAL PROPOSAL
- COPY”, “FINANCIAL PROPOSAL - COPY”, as appropriate.
In the event of any discrepancy between the original and the
copies, the original shall prevail.
12.4 The original of the Proposal shall be typed or written in
indelible ink and shall be signed by a person duly authorized to
sign on behalf of the Consultant. The authorization shall be in
the form of a Power of Attorney included in the Technical
Proposal. All pages of the Proposal where entries or
amendments have been made shall be signed or initialed by the
person signing the Proposal. Any interlineation, erasures, or
overwriting shall be valid only if they are signed or initialed by
the person signing the Proposal.
A Proposal submitted by a JV shall be signed by an
authorized representative of the JV accompanied by a Power
of Attorney from each member of the JV giving that
authorized representative the power to sign on their behalf
and legally bind them all. Such power shall also be given by
a person duly authorized to do so on behalf of each member
evidenced by a Power of Attorney.
12.5 The Consultants shall clearly mark “CONFIDENTIAL” any
information which they regard as confidential to their
business. Such information may include proprietary
information, trade secrets or commercial or financially
sensitive information.
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-23
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ITC(B)-24 Section I. Option B: QCBS - Instructions to Consultants
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-25
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ITC(B)-26 Section I. Option B: QCBS - Instructions to Consultants
b. Financial 14.5 The Evaluation Committee will review the detailed content
Proposals of each Financial Proposal and the compatibility of the
Technical and Financial Proposal. Financial Proposals will be
reviewed to ensure that they are:
(a) complete (i.e., whether the Consultant has priced all
items of the corresponding Technical Proposal);
(i) Any arithmetical errors will be corrected as
follows: in case of discrepancy between a partial
amount (sub-total) and the total amount; or
between the amount derived by multiplication of
unit price with quantity and the total price; or
between words and figures; the former will prevail.
(ii) In case of discrepancy between the Technical and
Financial Proposals in indicating quantities of
input, the Technical Proposal prevails and the
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-27
where:
Aad: Amount adjusted
Mmin: Minimum number of man-months as
specified in DS 11.1
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ITC(B)-28 Section I. Option B: QCBS - Instructions to Consultants
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Section I. Option B: QCBS - Instructions to Consultants ITC(B)-29
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ITC(B)-30 Section I. Option B: QCBS - Instructions to Consultants
16. Conclusion of the 16.1 Successful negotiations shall conclude with a review of the
Negotiations agreed draft Contract. To complete the negotiations, the
Client and the Consultant will initial the agreed draft
Contract.
16.2 If in the opinion of the Client, the negotiations are not
successful, then, upon consultation with JICA, the Client may
terminate the negotiations informing the Consultant of the
reasons for doing so and invite the next-ranked Consultant to
negotiate a Contract. Once the Client commences
negotiations with the next-ranked Consultant, the Client shall
not reopen the earlier negotiations.
17. Signing of 17.1 Upon conclusion of the Contract negotiations, the Client shall
Contract invite the selected Consultant for signing of the Contract.
18. Notification to 18.1 After the signing of the Contract with the selected
Unsuccessful Consultant, the Client shall notify all Consultants who have
Consultants and submitted Proposals but not selected, the result of the
Debriefing selection and that they were unsuccessful.
18.2 After receipt of the Client’s notification pursuant to ITC 18.1
above, the unsuccessful Consultants (including those rejected
on the grounds of their Technical Proposals not being
substantially responsive to the key aspects of the RFP and/or
failed to achieve the minimum Technical Score) may request
a debriefing in writing or in a meeting with the Client,
seeking an explanation of the grounds on which their
proposals were not selected.
18.3 The Client shall promptly respond in writing to any
unsuccessful Consultants who request a debriefing in
accordance with ITC 18.2 above.
- 94 -
Section I. Option B: QCBS - Instructions to Consultants ITC(B)-31
- 95 -
- 96 -
Section II. Option B: QCBS - Data Sheet
This Section contains information that are specific to each selection and that supplement
Section I, Instructions to Consultants.
This Section shall be filled in by the Client before issuance of the Request for Proposals. The
Client shall specify in the Data Sheet (DS) only the information that the ITC requires to be
specified in the DS. All information shall be provided; no clause shall be left blank.
To facilitate the preparation of the DS, its clauses are numbered with the same numbers as the
corresponding ITC clauses.
- 97 -
- 98 -
Section II. Option B: QCBS - Data Sheet DS(B)-1
Data Sheet
A. General
ITC 1.1(b) The Applicable Guidelines are those published in [insert date of issuance of
the Guidelines applicable to this Contract (April 2012, March 2009 or
October 1999)].
ITC 2.1 The Letter of Invitation: [insert reference number of the letter of Invitation]
The Client is: [insert name of Client] located in [insert name of country of
Client/ Borrower].
The number of the JICA Loan Agreement is: [insert JICA Loan Agreement
number].
The amount of a Japanese ODA Loan is: [insert amount in Japanese Yen].
The signed date of the Loan Agreement is: [insert signed date of the Loan
Agreement].
ITC 2.7 The following inputs, project data, reports, etc. are provided to facilitate the
preparation of the Proposals: [insert list of inputs, project data, reports, etc. if
there is none, state “N/A”]
ITC 4.1(b) The list of ineligible firms and individuals is available at the JICA’s website:
www.jica.go.jp/english/our_work/compliance
ITC 4.1(c) The list of debarred firms and individuals is available at the World Bank’s
website: www.worldbank.org/debarr
B. Preparation of Proposals
ITC 6.4 Language of the Proposals: [insert one of the following, as appicable:
Japanese, English, French, or Spanish]
ITC 7.1 Proposals must remain valid [insert number: normally 90 days] days after the
Proposal submission deadline date, i.e. until: [insert date]
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DS(B)-2 Section II. Option B: QCBS - Data Sheet
ITC 7.9(a) [Insert the following only in case of fixed price contract. Delete it in its
entirety in case of adjustable price contracts, and state “This DS 7.9(a) is not
applicable.”.]
The local and foreign currency portions of the Price of the Financial Proposal
shall be adjusted by using the following formula:
Where:
“BPA” is the local (or foreign) currency portion of the Price of the Financial
Proposal as adjusted for the delay in signing of the Contract.
“BPO” is the local (or foreign) currency portion of the Price of the Financial
Proposal as stated in the Financial Proposal Submission Form.
“AF” is:
(a) in case of the local currency, the average annual consumer inflation of
the Clients’ country, calculated from the data officially released by the
relevant authority of the Client’s country, responsible for release of
such data, considering the period of past three (3) years from the date,
one (1) month prior to the Contract signing date.
(b) in case of the foreign currency, the average annual consumer inflation
of the country of the foreign currency, calculated from the data
officially released by the relevant authority of that country, responsible
for release of such data, considering the period of past three (3) years
from the date, one (1) month prior to the Contract signing date.
ITC 8.1 For clarification purposes only, the Client’s address is:
Attention: [insert full name of person, if applicable]
Mailing Address: [insert mailing address]
Email: [insert email address(es), if applicable]
Responses to any request for clarification, if any, [select “will” or “will not”,
as appropriate] be published on the Client’s web page indicated below.
Web Page: [insert the Client’s web page if responses to requests for
clarifications will be published on the Client’s web page; Otherwise insert
“N/A”.]
- 100 -
Section II. Option B: QCBS - Data Sheet DS(B)-3
ITC 8.2 A pre-proposal conference [insert “will” or “will not”, as appropriate] take
place at the following date, time and place:
[If a pre-proposal conference will take place, insert the date, time, place
information, the contact details of Client’s representative in charge of the
conference, in the spaces provided below. Otherwise insert “N/A” in the
spaces provided below for the date, time, place and the details of Client’s
representative below.]
Date :
Time :
Place :
ITC 10.1(d) The Consultant shall submit the following additional documents in its
Technical Proposal:
[List any additional document not already listed in ITC 10.1 that must be
submitted with the Technical Proposal. If there is no additional document,
state “none”.]
ITC 11.1 Minimum numbers of man-months for Experts that must be shown on the
Expert schedule are:
- International Experts: [insert number of man-months] man-months.
- Local Experts : [insert number of man-months] man-months.
- Total : [insert number of man-months] man-months.
ITC 11.1(a)(ii) [Insert a list of the applicable Reimbursable expenses in foreign and in local
currencies. All assignment-related costs other than the Consultant's
remuneration shall be listed below. Any items of expenses indicated as
Specified Provisional Sums shall not be included in the list.
A sample list is provided below for guidance. Item no. 9 shall be included
when the Client allows an option for the Consultant to include the cost of
procuring a professional liabilty insurance as a Reimbursable Expense in
accordance with Sub-Clause SCC 3.5 (b). Items that are not applicable shall
be deleted, while other items may be added where applicable.]
(1) a per diem allowance in respect of Experts of the Consultant for every
day in which the Experts shall be absent from their home office;
(2) cost of necessary international and local air travel of Experts by the most
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DS(B)-4 Section II. Option B: QCBS - Data Sheet
The Client, as per the guidance given above, may choose, either Option A
(i.e.: to insert a determined percentage) or Option B (i.e.: to insert a fixed
amount) below, as appropriate, and delete the other.
So as to make the relevant item in FIN-2 consistent with this ITC provision:
if option A is chosen, indicate the relevant percentage in the item
description, and if Option B is chosen, insert the relevant local and foreign
currency portions of the Amount in the respective ‘Amount’ columns.]
- 102 -
Section II. Option B: QCBS - Data Sheet DS(B)-5
[Option A]
[insert the applicable percentage] of the summation of the Sub-Total of the
Competitive Component and the specified Provisional Sums as indicated in
the Financial Proposal submitted by the Consultant, in the currency or
currencies in which the above summation is expressed.
[Option B]
[insert the applicable fixed amount in the applicable currency or currencies]
[The Client shall fill in the table below, Item No, Description, and Local and
Foreign currency portions of the Amount for each Provisional Sum as
indicated in the Financial Proposal.]
ITC 11.1(b)(v) The rates and prices quoted by the Consultant shall be: [Insert “subject to
adjustment” or “fixed; consequently, the Consultant is not required to furnish
the indices and coefficients for the price adjustment formulae in the Table of
Adjustment Data”, as appropriate]
[Price adjustment is recommended for contracts with longer duration than 18
months or when local or foreign inflation is expected to be high.]
ITC 11.2(b) Information on the Consultant’s tax liabilities in the Client’s country can be
found [insert reference to the appropriate official source].
ITC 11.2(c) [This ITC 11.2(c) shall be consistent with Sub-Clause SCC 6.3(a) and (b).
The Client shall indicate clearly which taxes, duties and levies are exempted
and the relevant exemption categories (as described below), in accordance
with the Exchange of Notes between the Client’s country and the
Government of Japan, and under the law of the Client’s country.
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DS(B)-6 Section II. Option B: QCBS - Data Sheet
If the liabilities as to taxes, duties and levies shall be solely borne by the
Consultant, delete all below and state “This DS 11.2(c) is not applicable.”.]
Exemptions from duties, taxes or levies which are described under this ITC
11.2(c) fall into two categories, namely:
(i) & (ii) duties, taxes and levies listed in the table below shall be exempted.
[The Client shall add or modify tax liabilities as appropriate and indicate the
exemption category of each of them in the table below.]
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Section II. Option B: QCBS - Data Sheet DS(B)-7
[Indicate in the table below, any other tax exemptions available to the
Consultant in accordance with the law of the Client’s country. If there is
none, delete the paragraph below in its entirety.]
B. In addition to the above, in accordance with the law of the Client’s
country:
(i) & (ii) duties, taxes and levies listed in the table below shall be exempted.
No. Duty/ Tax/ Levy Exemption Category
1 [insert duty/ tax/ [indicate whether “No Pay” or “Pay
levy] & Reimburse”]
2 [insert duty/ tax/ [indicate whether “No Pay” or “Pay
levy] & Reimburse”]
3 [insert duty/ tax/ [indicate whether “No Pay” or “Pay
levy] & Reimburse”]
etc.
(iii) duties, taxes and levies listed below shall be paid by the Client on
behalf of the Consultant:
[insert list of duties, taxes and levies.]
ITC 11.3 The currency(ies) of the Financial Proposal shall be as described below:
(a) the input to the Services that the Consultant expects to supply from
within the Client’s country shall be quoted in [insert the name of the
currency of the Client’s country], referred to as “the local currency”, to
[insert number of decimal places] decimal place(s); and
(b) the inputs to the Services that the Consultant expects to supply from
outside the Client’s county (referred to as “the foreign currency”), shall
be quoted in:
(i) Japanese Yen (JPY), with no decimal places; and/or
(ii) [other international trading currency or currencies, if any] to [insert
number of decimal places] decimal place(s).
ITC 12.7 For Proposal submission purposes only, the Client’s address is:
Attention: [insert full name of person, if applicable]
- 105 -
DS(B)-8 Section II. Option B: QCBS - Data Sheet
ITC 13.1 The opening of the Technical Proposals shall take place at:
Mailing Address: [insert mailing address]
Date: [insert day, month, and year, e.g., 15 June 2018]
Time: [insert time, and identify if a.m. or p.m., e.g. 10:30 a.m.]
[The date shall be the same as the one given for the proposal submission
deadline (ITC 12).]
ITC 13.7 The opening of the Financial Proposals is expected to take place at:
Mailing Address: [insert mailing address]
Date: [insert month, and year, e.g., June 2018]
ITC 14.3 The minimum Technical Score required to be achieved: [insert number of
points, usually 70] Points.
Criteria, sub-criteria, and point system for the evaluation are as follows:
Criteria/ Sub Criteria Points
(a) Experience of the Consultants relevant to the
assignment:
(i) Experience of international projects of [insert points]
comparable size, complexity and technical
specialty.
(ii) Experience in developing countries under [insert points]
comparable conditions
(iii) Experience in Japanese ODA projects [insert points]
Total points for criterion (a): [10 - 20]
[Considering circumstances particular to each individual project, the
above sub-criterion (a) (iii) may be given more points.]
(b) Adequacy of the proposed methodology and work
plan in responding to the Terms of Reference:
(i) Technical approach and methodology [insert points]
(ii) Work plan [insert points]
(iii) Organization and staffing [insert points]
Total points for criterion (b): [20 - 50]
(c) Key Experts’ qualifications and competence for the
assignment:
(i) Team Leader [insert points]
(ii) [insert position title and/or discipline as [insert points]
appropriate]
- 106 -
Section II. Option B: QCBS - Data Sheet DS(B)-9
Total points for the all four criteria [(a) +(b)+(c)+(d)]: 100
ITC 14.6 The currency that shall be used for Proposal evaluation and comparison
purposes to convert all proposed Prices expressed in various currencies into a
single currency is: [insert Japanese Yen or another single currency, as
appropriate.]
The source of exchange rate shall be: [insert name of the source of exchange
rates (e.g., the Central Bank in the Client’s country).]
The date for the exchange rate shall be: [insert day, month and year, e.g. 15
June 2018, the date not earlier than thirty (30) days prior to, nor later than,
the date of opening of the Technical Proposals specified in ITC 13.1.]
- 107 -
DS(B)-10 Section II. Option B: QCBS - Data Sheet
ITC 17.2 The expected date and location for commencement of consulting services:
Date: [insert day, month, and year, e.g., 15 June 2018]
Mailing Address: [insert mailing address]
- 108 -
Section III. Technical Proposal Forms
Italicized notes containing guidance and instruction are given solely for the Consultants as to
which data to be filled in the respective form and they shall not be filled in or modified by the
Client. The “Notes for the Consultants” contained in this Section III shall be included in the
actual RFP to be issued to the Consultants.
- 109 -
- 110 -
Section III. Technical Proposal Forms TPF-1
TPF
Form TECH-1: Technical Proposal Submission Form .................................................................2
Form TECH-2: Consultant’s Organization and Experience..........................................................4
A - Consultant’s Organization............................................................................4
B - Consultant’s Experience...............................................................................5
Form TECH-3: Comments and Suggestions on the Terms of Reference and on Counterpart Staff
and Facilities to be Provided by the Client..........................................................6
A - On the Terms of Reference ..........................................................................6
B - On Counterpart Staff and Facilities ..............................................................7
Form TECH-4: Description of Approach, Methodology and Work Plan for Performing the
Assignment ........................................................................................................8
Form TECH-5: Team Composition, Task Assignments and Summary of CV Information ...........9
Form TECH-6: Curriculum Vitae (CV) for Proposed Key Experts ............................................10
Form TECH-7: Expert Schedule................................................................................................14
Form TECH-8: Work Schedule .................................................................................................16
Form TECH-9: Acknowledgement of Compliance with the Guidelines for Employment of
Consultants ......................................................................................................17
- 111 -
TPF-2 Section III. Technical Proposal Forms
We, the undersigned, offer to provide the consulting services for [insert name of assignment] in
accordance with your Request for Proposals dated [insert Date of LOI] and our Proposal.
We are hereby submitting our Proposal which includes [insert “this Technical Proposal, and a
Financial Proposal sealed in a separate envelope” or, “this Technical Proposal only” as
appropriate].
(a) All the information provided and statements made in this Proposal are true and we accept
that any misinterpretation or misrepresentation contained in this Proposal may lead to our
disqualification by the Client.
(b) Our Proposal shall be valid and remain binding upon us for the period of time specified in
Section II, Data Sheet (DS) 7.1.
- 112 -
Section III. Technical Proposal Forms TPF-3
(e) We undertake to negotiate a Contract on the basis of the proposed Key Experts. We accept
that the substitution of Key Experts for reasons other than those stated in ITC 7.6 and ITC
15.4 may lead to the termination of Contract negotiations.
(f) Our Proposal shall be binding upon us and subject to any modifications resulting from the
Contract negotiations, up to expiration of the validity period of the Proposal, i.e. before the
date indicated in DS 7.1.
(g) We understand that the Client is not bound to accept any Proposal that the Client receives.
(h) We hereby certify that we have taken steps to ensure that no person acting for us or on our
behalf will engage in any type of fraud and corruption.
We remain,
Yours sincerely,
Authorized Signature : [insert signature of the person duly authorised to sign the
Proposal, in full and initials]
Name and Title of Signatory : [insert full name and title of the person above]
Name of Consultant : [inset name of firm or JV, as appropriate]
In the capacity of : [insert position of the person signing above]
[Person signing the Proposal shall have the Power of Attorney given by the Client to be included
in the Technical Proposal.]
- 113 -
TPF-4 Section III. Technical Proposal Forms
[Provide here a brief (two pages for each firm comprising the Consultant) description of the
organization and general experience of the Consultant and, if applicable, each JV member for
this assignment.]
- 114 -
Section III. Technical Proposal Forms TPF-5
B - Consultant’s Experience
[Using the format below, provide information on each assignment for which your firm and each
JV member for this assignment, was legally contracted either individually as a single firm or as
a lead firm or one of the member of a JV, for carrying out consulting services similar to the ones
requested under this assignment. The experience of affiliated entities (such as the parent
company(ies), group company(ies), subsidiary(ies) or other affiliate(s)) shall not be included.
Use about 20 pages.]
Assignment name: Approx. value of the contract (in current US$ or Euro):
Firm’s Name:
- 115 -
TPF-6 Section III. Technical Proposal Forms
[Present and justify here any modifications or improvement to the Terms of Reference you are
proposing to enhance performance in carrying out the assignment (such as adding others, or
proposing a different phasing of the activities), if any.]
- 116 -
Section III. Technical Proposal Forms TPF-7
[Comment here on counterpart staff and facilities to be provided by the Client including:
administrative support, office space, local transportation, equipment, data, background reports,
etc., if any.]
- 117 -
TPF-8 Section III. Technical Proposal Forms
[Technical approach, methodology and work plan are key components of the Technical Proposal.
It is suggested that the Consultant presents its Technical Proposal (about 50 pages, inclusive of
charts and diagrams) divided into the following three chapters:
(a) Technical Approach and Methodology:
The Consultant shall explain its understanding of the objectives of the assignment, approach
to the services, methodology for carrying out the activities and obtaining the expected output,
and the degree of detail of such output.
The Consultant shall highlight the problems being addressed and their importance, and
explain the technical approach it would adopt to address them. The Consultant shall also
explain the methodologies it proposes to adopt and highlight the compatibility of those
methodologies with the proposed approach. Staffing for training shall also be explained, if so
required in the TOR. A simple repeat/copy of the TOR will not be appropriate.
A list of the final documents, including reports, drawings, and tables to be delivered as final
output, shall be included here. The work plan shall be consistent with the Work Schedule of
Form TECH-8.
(c) Organization and Staffing:
The Consultant shall propose the structure and composition of its team. The Consultant shall
list the main disciplines of the assignment, the Key Experts and Non-Key Experts, and
proposed technical and administrative support staff. The Consultant shall also specify if it
will be the lead firm in a JV or in an association with Subconsultants. In the case of a JV, a
copy of the JV Agreement or a formal letter of intent to form a JV must be included in the
Technical Proposal, as specified in Form TECH-1.]
- 118 -
Section III. Technical Proposal Forms TPF-9
Employment No. of
Key Education /
Family Status with years CV signature
Firm Area of Position Task Expert or Degree
Name, Nationality Firm (full- of relevant (by expert/by
Acronym Expertise Assigned Assigned Non-Key (Year /
First Name time, or project other)
Expert Institution)
other) experience
- 119 -
TPF-10 Section III. Technical Proposal Forms
1. General
Position Title and No. [e.g., K-1, TEAM LEADER] [Note: only one candidate shall
be nominated to each position.]
Name of Key Expert [Insert full name]
Name of the Firm proposing the
Key Expert
Date of Birth [day/month/year]
Nationality
Country of Citizenship/Residence
2. Education
[list college/university or other specialized education, giving names of educational
institutions, dates attended, degree(s)/diploma(s) obtained]
________________________________________________________________________
________________________________________________________________________
*Contact information for references is required only for assignments during the last 3 years.
- 120 -
Section III. Technical Proposal Forms TPF-11
________________________________________________________________________
- 121 -
TPF-12 Section III. Technical Proposal Forms
Funding Source :
Type of Service :
Position :
Description of :
work/ Assignment
[insert Name of Project No. ___]
Country :
Period :
Client :
Funding Source :
Type of Service :
Position :
Description of :
work/ Assignment
[insert Name of Project No.__]
Country :
Period :
Client :
Funding Source :
Type of Service :
Position :
Description of :
work/ Assignment
7. Certification:
I, the undersigned, certify to the best of my knowledge and belief that:
(a) this CV correctly describes my qualifications and my experience;
(b) In the absence of medical incapacity, I will undertake this assignment for the duration
and in terms of the inputs specified for me in the Expert Schedule in Form TECH-7
provided team mobilization takes place within the validity of this proposal or any agreed
extension thereof;
(c) I am committed to undertake the assignment within the validity of Proposal;
(d) I am not part of the team who wrote the terms of reference for this consulting services
assignment;
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Section III. Technical Proposal Forms TPF-13
(e) I am, pursuant to Clauses 3 and 4 of the Instructions to Consultants, eligible for
engagement.
I understand that any misstatement described herein may lead to my disqualification or dismissal,
if engaged.
Date:
[Signature of Key Expert or authorized representative of the firm]1 Day/Month/Year
- 123 -
TPF-14 Section III. Technical Proposal Forms
- 124 -
n
Subtotal
Non-Key Experts
[Home]
1
[Field]
Subtotal
Total
Continuous input
Intermittent input
Section III. Technical Proposal Forms TF-15
2. Months are counted from the start of the assignment. For each Expert, the input for home and field work shall be indicated
separately.
- 125 -
5. If a time-based contract form is included in the RFP, Working Days and Hours shall be as set forth in Clause 4.6 of the Conditions
of Contract.
TPF-16 Section III. Technical Proposal Forms
Months2
N° Activity1
1 2 3 4 5 6 7 8 9 10 11 12 n
1
2
3
4
5
- 126 -
n
The “the date of issuance of the Request for Proposals” under B) and B’) below shall be both revised
to:
(b) to "appointment", if a consultant is selected through the Single-Source Selection method; or
(c) “commencement of the actual selection process”, if the Borrower adopt a method other than
QCBS, QBS, or Single Source Selection.
The contact/ mailing address of JICA office in the project country shall be stated in E) (2). Such
address can be found in the webpage, URL of which has been given in E) (1). If there is no JICA
office available in the country, E) (2), shall be deleted in its entirety.
A) I, [insert name and position of authorized signatory] being duly authorized by [insert name
of Consultant/members of joint venture)(“JV”)] (hereinafter referred to as the “Consultant”)
to execute this Acknowledgement of Compliance with Guidelines for Employment of
Consultants under Japanese ODA Loans, hereby certify on behalf of the Consultant and
myself that:
(i) all information provided in the Technical and Financial Proposals (collectively
“Proposals”) submitted by the Consultant and its subconsultant for [insert name of the
Project, and name, number and identification of assignment as stated in DS 2.1]
(hereinafter called “the Project”) is true, correct and accurate to the best of the
Consultant’s and my knowledge and belief; and
(ii) the Consultant or any of its subconsultants has not, directly or indirectly, taken any
action which is or constitutes a corrupt or fraudulent practice and is not subject to any
conflict of interest as stipulated in the relevant section of the Guidelines and the Request
for Proposals.
<If debarment for more than one year by the World Bank Group is NOT imposed, use the following
sentence B).>
B) I certify that the Consultant has NOT been debarred by the World Bank Group for more
than one year since the date of issuance of the Request for Proposals.
<If debarment for more than one year by the World Bank Group has been imposed BUT three (3) years
have passed since the date of such debarment decision, use the following sentence B’).>
B’) I certify that the Consultant has been debarred by the World Bank Group for a period more
than one year BUT that on the date of issuance of the Request for Proposals at least three
(3) years had passed since the date of such debarment decision. Details of the debarment are
- 127 -
TPF-18 Section III. Technical Proposal Forms
as follows:
name of the debarred starting date of ending date of reason for debarment
firm debarment debarment
C) I certify that the Consultant will not enter into a subcontract with a firm or an individual
which has been debarred by the World Bank Group for a period more than one year, unless
on the date of the subcontract at least three (3) years have passed since the date of such
debarment decision.
D) I certify, on behalf of the Consultant and its subconsultants, that if selected to undertake
services in connection with the Contract, the Consultant and its subconsultants shall carry
out such services in continuing compliance with the terms and conditions of the Contract.
E) I further certify, on behalf of the Consultant and its subconsultants, that if the Consultant or
any of its subconsultants is requested, directly or indirectly, to engage in any corrupt or
fraudulent act or practice under any applicable law, such as the payment of a rebate, at any
time or any stage of a process of consultant selection such as negotiations, execution or
implementation of contract (including amendment thereof), the Consultant shall report all
relevant facts regarding such request to the relevant section in JICA (details of which are
specified below) in a timely manner.
JICA’s information desk on fraud and corruption (A report can be made to either of the
offices identified below.)
(1) JICA Headquarters: Legal Affairs Division, General Affairs Department
URL: https://www2.jica.go.jp/en/odainfo/index.php
Tel: +81 (0)3 5226 8850
(2) JICA XX office
Tel:
The Consultant acknowledges and agrees that the reporting obligation stated above shall
NOT in any way affect the Consultant’s responsibilities, obligations or rights, under relevant
laws, regulations, contracts, guidelines or otherwise, to disclose or report such request or
other information to any other person(s) or to take any other action, required to or allowed to,
be taken by the Consultant. The Consultant further acknowledges and agrees that JICA is
not involved in or responsible for the selection process in any way.
F) If any of the statements made herein is subsequently proven to be untrue or incorrect based
on facts subsequently determined, or if any of the warranties or covenants made herein is not
complied with, the Consultant will accept, comply with, and not object to any remedies
taken by the Client and any sanctions imposed by or actions taken by JICA.
- 128 -
Section III. Technical Proposal Forms TPF-19
Authorized Signatory
[insert name of signatory; title]
- 129 -
- 130 -
Section IV. Financial Proposal Forms
Financial Proposal Forms shall be completed in accordance with ITC 11.1. Table B of Form
FIN-3 shall be used only when the QBS method is adopted as specified in ITC 15.7, and FIN-5
shall be used only when price adjustments are allowed in the Contract as described in ITC
11.1(b)(v). The Client shall fill in all relevant details in FIN-5 in accordance with the guidance
and instructions provided therein. This Section IV includes also an Appendix providing
instructions on how to fill out each specific Form.
The “Boxed” notes indicated as “Notes for the Client” in FIN-3 and FIN-5 are not part of the
actual RFP, but contain guidelines and instructions for the Client and they shall be deleted from
the actual RFP issued to the Consultants. All other forms can be used without any modifications
to their contents or formats.
Italicised notes containing guidance and instruction are given solely for the Consultant as to
which data to be filled in in the respective form and they shall not be filled in or modified by
the Client. The “Notes for the Consultants” contained in this Section IV shall be included in the
actual RFP to be issued to the Consultants.
- 131 -
- 132 -
Section IV. Financial Proposal Forms FPF-1
FPF
Form FIN-1: Financial Proposal Submission Form..................................................................2
Form FIN-2: Summary of Costs ..............................................................................................3
Form FIN-3: Remuneration .....................................................................................................4
Form FIN-4: Reimbursable Expenses ......................................................................................6
Form FIN-5: Table of Adjustment Data...................................................................................7
Appendix: Instructions for Preparing Financial Proposal Forms ............................................. 11
- 133 -
FPF-2 Section IV. Financial Proposal Forms
We, the undersigned, offer to provide the consulting services for [insert name of assignment] in
accordance with your Request for Proposals dated [insert Date of LOI] and our Proposal.
We are hereby submitting our Financial Proposal for the sum of [insert amount(s) in words and
figures1].
(a) Our Financial Proposal shall be binding upon us subject to the modifications resulting from
Contract negotiations, up to expiration of the validity period of the Proposal, i.e. before the
date indicated in Section II, Data Sheet 7.1.
(b) We understand that the Client is not bound to accept any Proposal that the Client receives.
We remain,
Yours sincerely,
Authorized Signature : [insert signature of the person duly authorised to sign the
Proposal, in full and initials]
Name and Title of Signatory : [insert full name and title of the person above]
Name of Consultant : [inset name of firm or JV, as appropriate]
In the capacity of : [insert position of the person signing above]
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Section IV. Financial Proposal Forms FPF-3
Reimbursable Expenses
Sub-Total3
Non-Competitive Components:
______________________________________________________________________________
Specified Provisional Sum4
Sub-Total
Total
Notes for the Consultants
1. The Consultant shall indicate other international trading currency(ies), if any.
2. The Consultant shall indicate the local currency.
3. The Consultant shall indicate the aggregate costs, which shall be exclusive of any items
included in the Non-Competitive Components as indicated in the form, in each currency for
remuneration and reimbursable expenses. Such aggregate costs must coincide with the sum of
the relevant sub-totals indicated in Form FIN-3 and Form FIN-4 provided in the Financial
Proposal.
4. Specified Provisional Sum and Provisional Sum for Contingency Allowance shall be
indicated, in accordance with DS 11.1(b)(ii). Provisional Sum for Contingency Allowance
shall be, either the exact amount in the applicable currency(ies), or the amount equivalent to
the relevant percentage of the summation of the Sub-Total of the Competitive Component and
the Specified Provisional Sum in currency(ies) in which the above summation is expressed.
5. The estimated amount of the local indirect taxes shall be inserted as follows:
(a) Taxes to be excepted as “Pay & Reimburse” exemptions, under ITC 11.2(c)(ii).
(b) Taxes to be Paid by Client on behalf of Consultant, under ITC 11.2(c)(iii).
(c) Taxes payable by the Consultant, under ITC 11.2(c)(iv).
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FPF-4 Section IV. Financial Proposal Forms
Key Experts
Employment Home Office Rate Field Rate Sub-
Name of Expert
Position
International/Local Status 1 Currency (per month) Months (per month) Months Total
XXX
Civil Engineer
(International)
YYY
Community Development Specialist
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(International)
ZZZ
Irrigation Specialist
(International)
Non-Key Experts
Employment Home Office Rate Field Rate Sub-
Name of Expert
Position
International/Local Status 1 Currency (per month) Months (per month) Months Total
AAA
Irrigation Specialist
(Local)
EXPERT (a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Basic Monthly Social Overhead Sub-Total Fee Home Office Others5 Field Rate Multiplier Support
Salary Charges Rate Documents
Position Firm1 Type2 Employment Currency4 Amount Amount Amount Amount /Month Amount /Month
Full Name Status3 % of (a) % of (a) (a)+(b)+(c) % of (d) (d)+(e) % of (a) (f) + (g) (f) / (a)
- 137 -
INITIALS FIRM NAME CERTIFIED AS CORRECT
Name : ____________________________________________
Date : ____________________________________________
Per Diem
National Air Travel
Office Operations
Office Supplies
Supporting Staff
Etc.8
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Section IV. Financial Proposal Forms FPF-7
Column (iv) shall be left blank in the RFP, but shall be filled in with the relevant Base Values,
prior to contract signing, as stated in note 3 below.
Total 1.00
Reimbursable [Reimbursable Expenses [Unit] [insert Source of [insert Base Value] a: 0
1
Expense - Local] index]
2
b: 1
a: 0
b: 1
a: 0
b: 1
a: 0
b: 1
a: 0
b: 1
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FPF-8 Section IV. Financial Proposal Forms
Reimbursable Expenses may be left blank by the Consultant if they are not available prior to
submission of the Proposal, due to absence of the relevant publication. However, the
Consultant shall provide such Base Values prior to Contract signing.
4. The value of the fixed coefficient of the non-adjustable portion of each Reimbursable Expense,
represented by ‘a’ in table shall be equal to zero (), whereas the value of the fixed coefficient
of the adjustable portion of each Reimbursable Expense, represented by ‘b’ in table shall be
equal to one (1), as already indicated in the table.
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Section IV. Financial Proposal Forms FPF-9
Currency2: _________
Total 1.00
Reimbursable [Reimbursable Expenses [Unit] [insert Source of [insert Base Value] a: 0
Expense - Foreign] index]
b: 1
a: 0
b: 1
a: 0
b: 1
a: 0
b: 1
a: 0
b: 1
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FPF-10 Section IV. Financial Proposal Forms
6. The value of the fixed coefficient of the non-adjustable portion of each Reimbursable Expense,
represented by ‘a’ in table shall be equal to zero (), whereas the value of the fixed coefficient
of the adjustable portion of each Reimbursable Expense, represented by ‘b’ in table shall be
equal to one (1), as already indicated in the table.
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Section IV. Financial Proposal Forms FPF-11
1. Forms FIN-1 to FIN-5 must be completed and submitted to the Client in hard and soft copies,
if required, strictly in accordance with the instructions.
2. It is the Consultant’s responsibility to ensure the correct Financial Proposal format is used
for the selection method indicated in Section I, Data Sheet.
3. Form FIN-1 Financial Proposal Submission Form shall be filled in according to the
instructions provided in the Form.
4. Form FIN-2 Form FIN-2: Summary of Costs provides a summary of the elements of
estimated costs for implementation of the proposed Consultant services.
5. Form FIN-3
Table A: Summary of Remuneration
(a) The purpose of Table A of Form FIN-3 is to identify the monthly billing rates for each
Key Expert and Non-Key Expert to be fielded by the Consultant as part of its proposed
team of Experts. It shall be noted that, for purposes of computation of remuneration
payable to Experts, the following shall apply:
(i) payments for periods of less than one month shall be calculated on:
a. an hourly basis for actual time spent in the Consultant’s home office and
directly attributable to the Services (one hour being equivalent to 1/Xth of a
month, where X = number of working hours per day x number of working days
per month, usually 176 (i.e. 8 x 22)); and
b. on a calendar-day basis for time spent away from home office (one day being
equivalent to 1/30th of a month).
(ii) in case of an International Expert working away from the Consultant’s home
office, times spent for international travel between the Client’s country and his/her
country of residence shall be calculated as working days and it shall be added to
his working period.
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FPF-12 Section IV. Financial Proposal Forms
(c) When QCBS is used, support documents relating to remuneration are generally not
required.
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Section IV. Financial Proposal Forms FPF-13
(d) The Fee or profit to be earned by the Consultant is computed as a percentage of the
summation of the basic monthly salary, the social charges and the overhead cost.
(e) Other Allowances provide for inclusion of any other payment the Consultant is
obligated in accordance with the Consultant’s employment policies, to add to the
Expert’s home office basic monthly salary when the Expert is working outside its home
country. For such cases during contract negotiations the Consultant must provide a copy
of the Expert’s employment conditions showing the Consultant’s obligation to make this
payment. When this allowance is accepted by the Client, it is computed at a percentage
of the Expert’s basic salary and is not subject to social charges, overhead cost or fee
additions. The maximum allowance the Client will accept is limited to 20 percent of the
Expert’s basic salary.
(f) The Multiplier shows the ratio between the home office rate per month and the basic
monthly salary. These multipliers are subject to negotiation.
(g) Support Documentation in the form of contract of employment or other relevant
documents to be regarded as equivalent to the said documents to support basic salaries
shown by the Consultant in the Financial Proposal and a copy of the latest set of annual
statement of income and expense of the Consultant or lead firm or member firms of a JV
or Subconsultant firms will be required for review by the Client during contract
negotiations. Annual statement shall be a copy certified by an independent auditor.
6. Form FIN-4 Reimbursable Expenses
The purpose of Form FIN-4 is to identify all reimbursable expenses considered by the
Consultant necessary to carry out the assignment.
(a) Reimbursable expenses may be used in both Time-Based and Lump-sum contracts.
(b) If any Provisional Sum is allowed for any reimbursable expense(s) in any part of the
Financial Proposal, such expense shall not be included as or under any item in this form.
(c) Each reimbursable expense shall be included either in the “Foreign” portion or in the
“Local” portion based on in which currency type (i.e. foreign or local) such expense is
intended to be incurred by the Consultant.
(d) In accordance with Clause 6.2 of General Conditions of Contract, there are two
categories of reimbursable expenses, which can be used by the Consultants on the basis
of their intended method of reimbursement. In case of lump-sum contract, the
reimbursable expenses are not adjustable unless otherwise agreed to be paid based on the
actual costs or unit rates of reimbursable expenses in SCC 6.2 (b) of Section IX. (Option
B: Lump-Sum Contract). They are:
(i) Unit Rate Reimbursement (“URR”) which means the expenses which are
reimbursed by the Client based on the Contract unit rates as adjusted in
accordance with the Contract, upon incurring of such expense by the Consultant
or elapse of the relevant period or interval as indicated in the Contract (such as
months). For such reimbursements, submission of evidence of expenses incurred
(such as receipt, delivery records, tickets) is not required and the rates and/or
prices are subject to adjustment during the performance of the Contract.
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FPF-14 Section IV. Financial Proposal Forms
(ii) Actual Cost Reimbursement" (“ACR”) which means the expenses which are
reimbursed by the Client based on the actual cost incurred by the Consultant upon
incurring of such expense. For such reimbursements, submission of evidence of
expenses incurred (such as receipts, delivery records, tickets) is required, and the
rates and/or prices are not subject to adjustment during the performance of the
Contract.
(e) Per Diems: the daily rate (i.e., one rate for all locations) which shall be calculated as the
weighted average (cost per day), on the basis of 30 days per calendar month, considering
the cost of accommodation, meals and all other similar expenses, reasonably incurred by:
(i) an International Expert, when he/she works in a country other than his/ her
country of residence .
(ii) a Local Expert, when he/she works at an any place other than his/ her normal
place of work.
(f) International Travel: International travel costs will show the airfares needed by
International Experts to travel from their home office, or regular place of work, to the
field, by the most appropriate and the most direct practicable route. Air travel cost shall
be estimated by business class for senior experts (normally more than 18 years of
working experiences) except for short-distance (less than 8 hours) flights and economy
class for other experts.
For International Experts spending twenty-four (24) consecutive months or more in the
Client’s country, one extra round trip will be reimbursed for every twenty-four (24)
months of assignment in the Client’s country. International Experts will be entitled to
such extra round trip only if upon their return to the Client’s country. International
Experts are scheduled to serve for the purposes of the Project for a further period of not
less than six (6) consecutive months.
Air transport for dependents: the cost of transportation to and from the Client’s country
of eligible dependents who shall be the spouse and not more than two (2) unmarried
dependent children under eighteen (18) years of age of those of the International Experts
assigned to resident duty in the Client’s country for the purpose of the Services for
periods of six (6) consecutive months or longer, provided that the stay of such
dependents in the Client’s country shall have been for not less than three (3) consecutive
months duration. If the assignment period for resident staff of the International Experts
will be thirty (30) months or more, one extra economy class air trip for their eligible
dependents for every twenty-four (24)-month assignment will be reimbursed.
The number of round trips, the cost for each trip and destinations shall be shown under
“air travel”.
(g) Miscellaneous Travel Expenses: a separate item “Miscellaneous Travel Expenses” shall
be shown to cover a lump sum allowance per round trip for processing necessary travel
documents (passport, visas, travel permits), airport taxes, transport to and from airports,
inoculations, the cost of excess baggage up to twenty (20) kilograms per person, or the
equivalent in cost of unaccompanied baggage or air freight for each International Expert
and each eligible dependent, etc.
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Section IV. Financial Proposal Forms FPF-15
8. Provisional Sum
The following shall be noted with respect to the Provisional Sums:
(a) A Provisional Sum is an amount of money allocated in the contract to allow for the cost
of any future service or expense, which may be needed during the course of the
assignment. The inclusion of such Provisional Sums often facilitates budgetary approval
by avoiding the need to request periodic supplementary approvals as the future need
arises. Provisional Sums may be allocated or designated under one or both of the
following categories, as appropriate.
- 147 -
- 148 -
Section V. Eligible Source Countries ESC-1
- 149 -
- 150 -
PART 2 - TERMS OF REFERENCE
- 151 -
- 152 -
Section VI. Terms of Reference TOR-1
This Section shall not be used to modify or delete any provision in Section I and II above.
Any assistance which could be provided by the Client for the assignment such as staff, office
space, furniture and equipment are also included in this section.
The Terms of Reference prepared by the Client and agreed with JICA shall be inserted
hereunder.
- 153 -
- 154 -
PART 3 – CONDITIONS OF CONTRACT
AND CONTRACT FORMS
- 155 -
- 156 -
Option A: Time-Based Contract
- 157 -
- 158 -
Conditions of Contract and Contract Forms (Option A: Time-Based Contract)
The time-based contract is generally recommended for any assignment of Consultancy Services.
In particular, (i) when the scope of the Services cannot be established with sufficient precision, or
(ii) when the duration and quantity of Services depends on variables that are beyond the control
of the Consultant, the time-based contract is advisable.
Moreover, this type of Contract is appropriate for consulting services which includes construction
supervision. In the time-based contract, the Consultant provides Services on a timed basis, and
the cost of such Services is based on:
(a) the agreed unit rates for the Consultant’s staff multiplied by the actual time spent by the staff
in executing the assignment, and
(b) reimbursable expenses using either the actual expenses incurred and/or the agreed unit prices.
This type of Contract requires the Client to closely supervise the Consultant and to be involved in
the daily execution of the assignment.
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Conditions of Contract and Contract Forms (Option A: Time-Based Contract)
Table of Contents
- 160 -
Section VII. Form of Contract (Option A: Time-Based Contract)
The Form of contract shall be kept untouched during the proposal stage and it shall only be
completed prior to signing of the Contract, when the Consultant is selected, and all relevant
details are known.
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- 162 -
Section VII. Form of Contract (Option A: Time-Based Contract) FOC(A)-1
Form of Contract
TIME-BASED
This CONTRACT (hereinafter called the “Contract”) is made the [day] day of the month of
[month], [year], between, on the one hand, [name of Client] (hereinafter called the “Client”) and,
on the other hand, [name of Consultant] (hereinafter called the “Consultant”).
[Note: If the Consultant consists of more than one entity all of which are liable under the
contract, the above shall be partially amended to read as follows: …(hereinafter called the
“Client”) and, on the other hand, a Joint Venture consisting of the following entities, each of
which will be jointly and severally liable to the Client for all the Consultant’s obligations under
this Contract, namely, [name of member] and [name of member] (hereinafter collectively called
the “Consultant”).]
WHEREAS
(a) the Client has requested the Consultant to provide certain consulting services as
defined in this Contract (hereinafter called the “Services”);
(b) the Consultant, having represented to the Client that it has the required professional
skills, expertise and technical resources, has agreed to provide the Services on the
terms and conditions set forth in this Contract;
(c) by an Agreement dated [day, month, year] (hereinafter called the Loan Agreement)
between the [name of Borrower] (hereinafter called the Borrower) and the Japan
International Cooperation Agency (hereinafter called “JICA”), JICA has agreed to
make a loan to the Borrower for the purpose of financing [name of the Project]
(hereinafter called the Project);
1. The following documents attached hereto shall be deemed to form an integral part of this
Contract:
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FOC(A)-2 Section VII. Form of Contract (Option A: Time-Based Contract)
In the event of any ambiguity or conflict between the documents listed above, the order of
precedence shall be the order in which the documents are listed in this Clause 1.
2. The mutual rights and obligations of the Client and the Consultant shall be as set forth in
the Contract, in particular:
(a) the Consultant shall carry out the Services in accordance with the provisions of the
Contract; and
(b) the Client shall make payments to the Consultant in accordance with the provisions
of the Contract.
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their
respective names as of the day and year first above written.
[For a JV, only the lead member shall sign, in which case the 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 JV]
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
A copy of the Standard GCC shall be attached to the Request for Proposals/ Contract prepared
by the Client. If the General Conditions of Contract in the Request for Proposals/ Contract
prepared by the Client contain modifications from the Standard GCC, JICA will not consider
them valid and require the Client to modify the Request for Proposals/ Contract so that the
Standard GCC, as defined above, shall apply.
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- 166 -
Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-1
Contents
GCC(A)
1. General Provisions ............................................................................................................3
1.1 Definitions.................................................................................................................3
1.2 Relationship between the Parties ................................................................................5
1.3 Law Governing Contract............................................................................................5
1.4 Language...................................................................................................................5
1.5 Headings ...................................................................................................................5
1.6 Communications........................................................................................................5
1.7 Location ....................................................................................................................6
1.8 Authority of Lead Member ........................................................................................6
1.9 Authorized Representatives .......................................................................................6
1.10 Corrupt and Fraudulent Practices ...............................................................................6
1.11 Monitoring by JICA...................................................................................................6
1.12 Difference of Opinion................................................................................................7
1.13 Eligibility of Consultant.............................................................................................7
2. Commencement, Completion, Modification and Termination of Contract........................7
2.1 Effectiveness of Contract ...........................................................................................7
2.2 Termination of Contract for Failure to Become Effective...........................................7
2.3 Commencement of Services.......................................................................................8
2.4 Expiration of Contract ...............................................................................................8
2.5 Entire Agreement.......................................................................................................8
2.6 Modifications ............................................................................................................8
2.7 Force Majeure ......................................................................................................... 10
2.8 Suspension .............................................................................................................. 11
2.9 Termination ............................................................................................................. 12
3. Obligations of the Consultant ........................................................................................ 15
3.1 General.................................................................................................................... 15
3.2 Conflict of Interest................................................................................................... 15
3.3 Confidentiality......................................................................................................... 16
3.4 Liability of the Consultant ....................................................................................... 16
3.5 Insurance to be Taken Out by the Consultant ........................................................... 18
3.6 Accounting, Inspection and Auditing ....................................................................... 18
3.7 Reporting................................................................................................................. 18
3.8 Property of the Reports and Records ........................................................................ 19
3.9 Equipment, Vehicles and Materials Furnished by the Client..................................... 19
3.10 Equipment and Materials Provided by the Consultant .............................................. 19
4. Consultant’s Experts and Subconsultants....................................................................... 19
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GCC(A)-2 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
- 168 -
Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-3
1. GENERAL PROVISIONS
1.1 Definitions Unless the context otherwise requires, the following terms whenever
used in this Contract have the following meanings:
(b) “Applicable Law” means the laws and any other instruments
having the force of law in the Client’s country, or in such other
country as may be specified in the SCC, as they may be issued
and in force from time to time.
(c) “Base Date” means the date 28 days prior to the latest date for
submission of the Financial Proposal.
(j) “Effective Date” means the date on which this Contract comes
into force and effect pursuant to Clause GCC 2.1.
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GCC(A)-4 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
(t) “Party” means the Client or the Consultant, as the case may be,
and “Parties” means both of them.
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-5
(aa) “Third Party” means any person or entity other than the Client,
the Consultant or a Subconsultant.
1.3 Law Governing This Contract, its meaning and interpretation, and the relation
Contract between the Parties shall be governed by the Applicable Law.
1.4 Language This Contract shall be executed in the language specified in the
SCC, which shall be the binding and controlling language for all
matters relating to the meaning or interpretation of this Contract.
1.5 Headings The headings shall not limit, alter or affect the meaning of this
Contract.
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GCC(A)-6 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
1.7 Location The Services shall be performed at such locations as are specified in
Appendix A and, where the location of a particular task is not so
specified, at such locations, whether in the Client’s country or
elsewhere, as the Client may approve.
1.9 Authorized Any action required or permitted to be taken, and any document
Representatives required or permitted to be executed under this Contract by the
Client or the Consultant may be taken or executed by the
representatives specified in the SCC.
1.10 Corrupt and If the Client determines, based on reasonable evidence, that the
Fraudulent Consultant has engaged in corrupt or fraudulent practices, in
Practices competing for or in executing the Contract, then the Client may,
after giving 14 days’ notice to the Consultant, terminate the
Contract and expel the Consultant from the Project site, and the
provisions of Clause GCC 2.9 shall apply as if such termination had
been made under Clause GCC 2.9.1.
Should any Expert or Subconsultant of the Consultant be
determined, based on reasonable evidence, to have engaged in
corrupt or fraudulent practice during the execution of the work then
that Expert or Subconsultant shall be immediately removed and
replaced by a suitable Expert or Subconsultant in accordance with
Clauses GCC 4.4 and 4.5.
The Consultant is required to comply with JICA's policy in regard
to corrupt and fraudulent practices as declared in Appendix H.
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-7
and the Consultant. However, JICA shall not be liable in any way
for the performance of the Services by reason of such monitoring or
participation in discussions. Neither the Client nor the Consultant
shall be released from any responsibility of this Contract by reason
of JICA’s monitoring or participation in discussion.
1.12 Difference of In the case of a difference of opinion between the Client and the
Opinion Consultant on any important matters involving professional
judgment that might affect the proper evaluation or execution of the
Project, the Client shall allow the Consultant to submit promptly to
the Client a written report and, simultaneously, to submit a copy to
JICA. The Client shall forward the report to JICA with its comments
in time to allow JICA to study it and communicate with the Client
before any irreversible steps are taken in the matter. In cases of
urgency, the Consultant has the right to request the Client and/or
JICA that the matter be discussed immediately between the Client
and JICA.
1.13 Eligibility of The Consultant shall meet the requirements as to eligibility of the
Consultant Consultants as specified in Appendix I.
2.2 Termination of Unless a different period of time is otherwise specified in the SCC,
Contract for if this Contract has not become effective within four (4) months after
Failure to the date of the Contract signed by the Parties, the Consultant or the
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GCC(A)-8 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
Become Effective Client may, by not less than twenty-one (21) days written notice to
the other Party, declare this Contract to be null and void, and in the
event of such a declaration by either Party, neither Party shall have
any claim against the other Party with respect hereto.
2.3 Commencement With respect to the commencement of the Services, the following
of Services shall apply:
(a) Subject to Clause GCC 6.5(a), the Consultant shall commence
carrying out the Services not later than fourteen (14) days from
the receipt of the advance payment.
2.4 Expiration of Unless terminated earlier pursuant to Clause GCC 2.9, this Contract
Contract shall expire at the end of such time period, as specified in the SCC,
after the commencement of the Services specified in Clause GCC
2.3.
2.5 Entire This Contract contains all covenants, stipulations and provisions
Agreement agreed by the Parties. No agent or representative of either Party has
authority to make, and the Parties shall not be bound by or be liable
for, any statement, representation, promise or agreement not set forth
herein.
2.6 Modifications
2.6.1 Modifications (a) Any modification or variation of the terms and conditions of
or Variations this Contract, including any modification or variation of the
scope of the Services, may only be made by written agreement
between the Parties. However, each Party shall give due
consideration to any proposals for modification or variation
made by the other Party.
2.6.2 Extension If the Consultant has been delayed or impeded in the performance of
any of its obligations under this Contract by any of the reasons
specified in paragraphs (a) through (f) of this Clause GCC 2.6.2, the
contract term as set forth in Clause GCC 2.4 shall be extended by
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-9
2.6.3 Consultant’s (a) Except where otherwise provided elsewhere in this Contract,
Claims the Consultant shall submit to the Client a notice of a claim for
an extension of the contract term and/or adjustment in the
Contract Price, together with particulars of the event or
circumstance justifying such extension and adjustment, as soon
as reasonably practicable after the occurrence of such event or
circumstance. As soon as reasonably practicable after the
receipt of such notice and supporting particulars of the claim,
the Client and the Consultant shall agree upon the extended
period and/or the adjusted Contract Price.
2.6.4 Provisional (a) Each Provisional Sum shall only be used, in whole or in part, in
Sum accordance with the instructions of the Client which may
involve or relate to the services to be provided or expenditures
to be incurred in the course of the assignment.
(b) The total sum paid to the Consultant shall include only such
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GCC(A)-10 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
2.7.1 Definition (a) For the purposes of this Contract, “Force Majeure” means an
event which is beyond the reasonable control of a Party, is not
foreseeable, is unavoidable, and which makes a Party’s
performance of its obligations hereunder impossible or so
impractical as reasonably to be considered impossible in the
circumstances, and subject to those requirements, includes, but
is not limited to, war, riots, terrorism, civil disorder,
earthquake, fire, explosion, storm, flood or other adverse
weather conditions, strikes, lockouts or other industrial action,
confiscation or any other action by Government agencies.
(b) Force Majeure shall not include (i) any event which is caused
by the negligence or intentional action of a Party or such
Party’s Experts, Subconsultants or agents or employees, nor (ii)
any event which a diligent Party could reasonably have been
expected both to take into account at the time of the conclusion
of this Contract, and avoid or overcome in the carrying out of
its obligations hereunder.
2.7.2 No Breach of The failure of a Party to fulfill any of its obligations hereunder shall
Contract not be considered to be a breach of, or default under, this Contract
insofar as such inability arises from an event of Force Majeure,
provided that the Party affected by such an event has taken all
reasonable precautions, due care and reasonable alternative
measures, all with the objective of carrying out the terms and
conditions of this Contract.
2.7.3 Measures to be (a) A Party affected by an event of Force Majeure shall continue to
Taken perform its obligations under the Contract as far as is
reasonably practical and shall take all reasonable measures to
minimize the consequences of any event of Force Majeure.
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-11
2.8 Suspension
2.8.1 Suspension by (a) The Client may, by written notice of suspension to the
Client Consultant, suspend, in whole or part, the Services and such
suspension continues until the Client gives a written permission
or instruction to proceed.
(c) If the Project or the Services are suspended by the Client for
any reason other than those provided in Clause GCC 2.8.1 (b)
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GCC(A)-12 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
more than twenty-eight (28) days, over the term of this Contract,
the Consultant shall be paid for all services performed and
reimbursable expenses incurred prior to the receipt of a notice of
suspension.
2.9 Termination This Contract may be terminated by either Party as per provisions set
up below:
2.9.1 Termination by The Client may terminate this Contract in case of the occurrence of
Client any of the events specified in paragraphs (a) through (f) of this
Clause GCC 2.9.1. In such an occurrence the Client shall give at
least twenty-eight (28) days’ written notice of termination to the
Consultant in case of the events referred to in (a) through (e); and at
least fifty-six (56) days’ written notice in case of the event referred
to in (f):
(a) If the Consultant fails to remedy a failure in the performance of
its obligations hereunder, as specified in a notice of suspension
pursuant to Clause GCC 2.8.1 (b);
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-13
(f) If the Client, in its sole discretion and for any reason
whatsoever, decides to terminate this Contract.
2.9.2 Termination by The Consultant may terminate this Contract, by not less than twenty-
Consultant eight (28) days’ written notice to the Client, such notice to be given
if any of the events specified in paragraphs (a) through (f) of this
Clause GCC 2.9.2 occurs:
(a) If the Client fails to pay any money due to the Consultant
pursuant to this Contract and not subject to dispute pursuant to
Clause GCC 8 within forty-two (42) days after receiving
written notice from the Consultant that such payment is
overdue;
(c) If the Client fails to comply with any final decision reached as
a result of arbitration pursuant to Clause GCC 8;
(e) If the Services are suspended pursuant to Clause GCC 2.8.1 (c)
for more than eighty-four (84) days; and
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GCC(A)-14 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
2.9.3 Cessation of Upon termination of this Contract pursuant to Clauses GCC 2.2 or
Rights and GCC 2.9, or upon expiration of this Contract pursuant to Clause
Obligations GCC 2.4, all rights and obligations of the Parties hereunder shall
cease, except (i) such rights and obligations as may have accrued on
the date of termination or expiration, (ii) the obligation of
confidentiality set forth in Clause GCC 3.3, (iii) the Consultant’s
obligation to permit inspection, copying and auditing of their
accounts and records set forth in Clause GCC 3.6, and (iv) any right
which a Party may have under the Applicable Law.
2.9.4 Cessation of Upon termination of this Contract by notice of either Party to the
Services other pursuant to Clauses GCC 2.9.1 or GCC 2.9.2, the Consultant
shall, immediately upon dispatch or receipt of such notice, take all
necessary steps to bring the Services to a close in a prompt and
orderly manner and shall make every reasonable effort to keep
expenses for this purpose to a minimum. With respect to equipment,
vehicles and materials provided by the Client, the Consultant shall
proceed as provided by Clause GCC 3.9.
2.9.5 Payment upon Upon termination of this Contract pursuant to Clauses GCC 2.9.1 or
Termination GCC 2.9.2, the Client shall make the following payments to the
Consultant:
2.9.6 Disputes about If either Party disputes whether an event specified in paragraphs (a)
Events of through (e) of Clause GCC 2.9.1 or in Clause GCC 2.9.2 has
Termination occurred, such Party may, within forty-two (42) days after receipt of
notice of termination from the other Party, refer the matter for
dispute settlement in accordance with the procedures stated in Clause
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-15
3.1.1 Standard of (a) The Consultant shall perform the Services and carry out the
Performance Services with all due diligence, efficiency and economy, in
accordance with generally accepted professional standards and
practices, and shall observe sound management practices, and
employ appropriate technology and safe and effective
equipment, machinery, materials and methods. The Consultant
shall always act, in respect of any matter relating to this
Contract or to the Services, as faithful adviser to the Client, and
shall at all times support and safeguard the Client’s legitimate
interests in any dealings with the third parties.
(b) The Consultant shall employ and provide such qualified and
experienced Experts and Subconsultants as are required to carry
out the Services.
3.1.2 Law Applicable The Consultant shall perform the Services in accordance with the
to Services Contract and the Applicable Law and shall take all practicable steps
to ensure that any of its Experts and Subconsultants, comply with the
Applicable Law. The Client shall notify the Consultant in writing of
relevant local customs, and the Consultant shall, after such
notification, respect such customs.
3.2 Conflict of The Consultant shall hold the Client’s interests paramount, without
Interest any consideration for future work, and strictly avoid conflict with
other assignments or their own corporate interests.
3.2.1 Consultant Not (a) The payment to the Consultant pursuant to Clause GCC 6 shall
to Benefit from constitute the Consultant’s only payment in connection with
Commissions, this Contract and, subject to Clause GCC 3.2.2, the Consultant
Discounts, etc. shall not accept for its own benefit any trade commission,
discount or similar payment in connection with activities
pursuant to this Contract or in the discharge of its obligations
hereunder, and the Consultant shall use its best efforts to
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GCC(A)-16 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
3.2.2 Consultant, The Consultant agrees that, during the term of this Contract and after
and Affiliates its termination, the Consultant and any entity affiliated with the
Not to Engage Consultant as well as any Subconsultants and any entity affiliated
in Certain with such Subconsultants, shall be disqualified from providing
Activities goods, works or services or non-consulting services resulting from or
directly related to the Services for the preparation or implementation
of the Project.
3.2.3 Prohibition of The Consultant shall not engage, and shall cause its Experts as well
Conflicting as its Subconsultants not to engage, either directly or indirectly, in
Activities any business or professional activities that would conflict with the
activities assigned to them under this Contract.
3.2.4 Strict Duty to The Consultant has an obligation and shall ensure that its Experts
Disclose and Subconsultants shall have an obligation to disclose any situation
Conflicting of actual or potential conflict that impacts their capacity to serve the
Activities best interest of their Client, or that may reasonably be perceived as
having this effect. Failure to disclose said situations may lead to the
termination of the Contract.
3.3 Confidentiality Except with the prior written consent of the Client, the Consultant
and the Experts shall not at any time communicate to any person or
entity any confidential information acquired in the course of the
Services, nor shall the Consultant and the Experts make public the
recommendations formulated in the course of, or as a result of, the
Services.
3.4 Liability of the (a) The Consultant shall be responsible for and shall indemnify the
Consultant Client in respect of loss of or damage to equipment and
materials furnished by the Client, or purchased by the
Consultant in whole or in part with funds provided by the Client.
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-17
(c) The Consultant shall indemnify the Client from and against any
and all claims, liabilities, obligations, losses, damages, penalties,
actions, judgment, suits, proceedings, demands, costs, expenses
and disbursements of whatsoever nature that may be imposed
on, incurred by or asserted against the Client during or in
connection with the Services by reason of: (i) infringement or
alleged infringement by the Consultant of any patent or other
protected right; or (ii) plagiarism or alleged plagiarism by the
Consultant.
(d) The Consultant shall ensure that all goods and services
(including without limitation all computer hardware, software
and systems) procured by the Consultant out of funds provided
or reimbursed by the Client or used by the Consultant in the
carrying out of the Services do not violate or infringe any
industrial property or intellectual property right or claim of any
Third Party.
(e) The Consultant shall indemnify, protect and defend at their own
expense the Client, and its agents and employees from and
against any and all actions, claims, losses or damages arising out
of Consultant’s failure to exercise the skill and care required
under Clause GCC 3.1.1 provided, however:
(f) Upon request of the Client, the Consultant shall, at its own cost
and expense, re-perform the Services in the event of
Consultant’s failure to exercise the skill and care required under
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GCC(A)-18 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
3.5 Insurance to be The Consultant (i) shall take out and maintain, and shall cause any
Taken Out by the Subconsultants to take out and maintain, at its (or the
Consultant Subconsultants’, as the case may be) own cost, insurance against the
risks, and for the coverage specified in the SCC, and (ii) at the
Client’s request, shall provide evidence to the Client showing that
such insurance has been taken out and maintained and that the
current premiums therefore have been paid. The Consultant shall
ensure that such insurance is in place prior to commencing the
Services as stated in Clause GCC 2.3.
3.6 Accounting, The Consultant (i) shall keep accurate and systematic accounts and
Inspection and records in respect of the Services hereunder, in accordance with
Auditing internationally accepted accounting principles and in such form and
detail as will clearly identify all relevant time changes and costs, and
the bases thereof, and (ii) shall periodically permit the Client or its
designated representative, and up to five years from the expiration or
termination of this Contract, to inspect the same and make copies
thereof as well as to have them audited by auditors appointed by the
Client, if so required by the Client as the case may be.
3.7 Reporting
3.7.1 Reporting The Consultant shall submit to the Client the reports and documents
Obligations specified in Appendix A, in the form, in the numbers and within the
time periods set forth in the said Appendix.
3.7.2 Serious The Consultant shall report to the Client and JICA promptly the
Hindrances occurrence of any event or condition which might delay or prevent
completion of any significant part of the Project in accordance with
the schedules and to indicate what steps shall be taken to meet the
situation. When the Client receives such a report from the
Consultant, the Client shall immediately forward a copy of it to
JICA, together with its comments.
3.7.3 Accident Should any accident in relation to construction safety occur during
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-19
Reports the implementation of the Project, the Consultant shall assist the
Client in preparing and submitting a report on such an accident in a
form reasonably requested by JICA.
3.8 Property of the The Consultant retains the design rights and other intellectual
Reports and property rights and copyrights of all documents prepared by the
Records Consultant under this Contract. Unless otherwise stated in the
SCC, the Client shall be entitled to use them or copy them only for
the Project and the purpose for which they are intended, and need not
obtain the Consultant's permission to copy for such use.
3.9 Equipment, Any equipment, vehicles and materials made available to the
Vehicles and Consultant by the Client, or purchased by the Consultant wholly or
Materials partly with funds provided by the Client, shall be the property of the
Furnished by the Client and shall be marked accordingly. Upon termination or
Client expiration of this Contract, the Consultant shall make available to the
Client an inventory of such equipment, vehicles and materials and
shall dispose of such equipment, vehicles and materials in
accordance with 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 in an amount equal to their full replacement
value.
3.10 Equipment and Any equipment or materials brought into the Client’s country by the
Materials Consultant or its Experts and used either for the Project or personal
Provided by the use shall remain the property of the Consultant or the Experts
Consultant concerned, as applicable.
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GCC(A)-20 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
4.2 Replacement of (a) Except as the Client may otherwise agree in writing, no changes
Key Experts shall be made in the Key Experts.
4.3 Approval of (a) If during execution of the Contract, additional Key Experts are
Additional Key required to carry out the Services, the Consultant shall submit to
Expert the Client for review and approval a copy of their Curriculum
Vitae (CVs). If the Client does not object in writing (stating the
reasons for the objection) within twenty-one (21) days from the
date of receipt of such CVs, such additional Key Experts shall be
deemed to have been approved by the Client.
4.4 Removal of (a) If the Client finds that any of the Experts or Subconsultants has
Experts or committed serious misconduct or has been charged with having
Subconsultants committed a criminal action, the Consultant shall, at the Client’s
written request specifying the grounds, provide a suitable
replacement.
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-21
4.6.2 Overtime The Experts shall be entitled to be paid for overtime or to take paid
leaves (whether sick or vacation), if so specifically provided in the
Contract.
4.6.3 Leave Any taking of leave by Key Experts shall be subject to the prior
approval by the Consultant who shall ensure that absence for leave
purposes will not delay the progress and/or impact adequate
supervision of the Services.
(a) assist the Consultant with obtaining work permits and such
other documents as shall be necessary to enable the Consultant
to perform the Services.
(b) assist the Consultant with promptly obtaining, for the Experts
and, if appropriate, their eligible dependents, all necessary
entry and exit visas, residence permits, exchange permits and
any other documents required for their stay in the Client’s
country while carrying out the Services under the Contract.
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GCC(A)-22 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
5.2 Access to Project The Client warrants that the Consultant shall have, free of charge,
Site unimpeded access to the Project site in respect of which access is
required for the performance of the Services. The Client will be
responsible for any damage to the Project site or any property
thereon resulting from such access and will indemnify the
Consultant and each of the Experts in respect of liability for any
such damage, unless such damage is caused by the willful default or
negligence of the Consultant or any Subconsultants or the Experts
of either of them.
5.3 Change in the If, after the Base Date, there is any change in the Applicable Law in
Applicable Law the Client’s country, including the law with respect to taxes and
duties, which increases or decreases the cost incurred by the
Consultant in performing the Services, then the remuneration and
reimbursable expenses otherwise payable to the Consultant under
this Contract shall be increased or decreased accordingly by
agreement between the Parties hereto, and corresponding
adjustments shall be made to the Contract Price specified in Clause
GCC 6.1(a). If the Consultant has been delayed or impeded in the
performance of any of its obligations under the Contract because of
any change in the Applicable Law in the Client’s country, the
contract term shall be extended in accordance with the Clause GCC
2.6.2.
5.4 Services, (a) The Client shall make available to the Consultant and the
Facilities and Experts, for the purposes of the Services and free of any
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-23
(b) In case that such services, facilities and property shall not be
made available to the Consultant as and when specified in
Appendix A, the Parties shall agree on (i) any time extension
that it may be appropriate to grant to the Consultant for the
performance of the Services, (ii) the manner in which the
Consultant shall procure any such services, facilities and
property from other sources, and (iii) the additional payments,
if any, to be made by the Client to the Consultant as a result
thereof pursuant to Clause GCC 6.1 (b).
5.5 Counterpart (a) The Client shall make available to the Consultant free of
Personnel charge such professional and support counterpart personnel, to
be nominated by the Client with the Consultant’s advice, if
specified in Appendix A.
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GCC(A)-24 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-25
6.3 Duties, Taxes and (a) The Consultant, Subconsultants and Experts are responsible
Levies for meeting all liabilities with respect of duties, taxes and
levies arising out of the Contract, both in the Client’s country
and abroad, except as otherwise provided in the SCC.
6.4 Currency of Any payment under this Contract shall be made in the currency(ies)
Payment specified in the SCC.
6.5 Terms and Billings and payments in respect of the Services shall be made as
Conditions of follows:
Payment
(a) Within twenty-eight (28) days after the receipt of the advance
payment security and the invoice for advance payment, the
Client shall pay to the Consultant an advance payment, as an
interest-free loan for mobilization and cash flow support, as
specified in the SCC.
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GCC(A)-26 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
(b) As soon as practicable and not later than fourteen (14) days
after the end of each calendar month during the period of the
Services, or after the end of each time intervals otherwise
indicated in the SCC, the Consultant shall submit to the
Client, in duplicate, itemized invoices, accompanied by the
receipts or other appropriate supporting documents, of the
amounts payable pursuant to Clauses GCC 6.4 and GCC 6.5
for such interval, or any other period indicated in the SCC.
Separate invoices shall be submitted for expenses incurred in
foreign currency and in local currency. Each invoice shall
show remuneration and reimbursable expenses separately.
(c) The Client shall pay the Consultant’s invoices within fifty-six
(56) days after the receipt by the Client of such itemized
invoices with supporting documents. Only such portion of an
invoice that is not satisfactorily supported may be withheld
from payment. Should any discrepancy be found to exist
between actual payment and costs authorized to be incurred by
the Consultant, the Client may add or subtract the difference
from any subsequent payments.
(d) The Client shall pay the Consultant’s final invoices within
fifty-six (56) days after the approval by the Client to the final
report and the final invoice submitted by the Consultant. The
Services shall be deemed completed and finally accepted by
the Client and the final report and final invoice shall be
deemed approved by the Client as satisfactory eighty-four (84)
days after receipt of the final report and final invoice by the
Client unless the Client, within such eighty-four (84) day
period, gives written notice to the Consultant specifying in
detail deficiencies in the Services, the final report or final
invoice. The Consultant shall thereupon promptly make any
necessary corrections, and thereafter the foregoing process
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-27
(g) With the exception of the final payment under (d) above,
payments do not constitute acceptance of the Services nor
relieve the Consultant of any obligations hereunder.
6.6 JICA (a) Any payments payable from the proceeds of the Loan shall be
Disbursement made through the disbursement procedure as stated in the
Procedure SCC.
(b) Any Payment payable from any source of finance other than
the Loan Agreement shall be made directly by the Client.
6.7 Interest on If the Consultant does not receive payment in accordance with
Delayed Clause GCC 6.5 (c), the Consultant shall be entitled to receive
Payments financing charges compounded monthly on the amount unpaid
during the period of delay. This period shall commence on the date
for payment as specified in Clause GCC 6.5 (c).
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GCC(A)-28 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
6.8 Adjustment for Unless otherwise stated in the SCC, the amounts payable to the
Changes in Cost Consultant under Clause GCC 6.2 shall be adjusted for rises or falls
in the cost of Remuneration and Reimbursable Expenses, by the
addition or deduction of the amounts determined by the formulae
prescribed in this Clause.
For the purposes of this Clause, “table of adjustment data” means the
completed table of adjustment data for local and foreign currencies
included in Appendix F. If there is no such table of adjustment data,
this Clause shall not apply.
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Section VIII. General Conditions of Contract (Option A: Time-Based Contract) GCC(A)-29
8. SETTLEMENT OF DISPUTES
8.1 Amicable The Parties shall seek to resolve any dispute amicably by mutual
Settlement consultation.
8.2 Dispute Any dispute between the Parties as to matters arising pursuant to this
Resolution Contract that cannot be settled amicably according to Clause GCC
8.1 shall be submitted by either Party for settlement proceedings in
accordance with the following provisions:
(i) Mediation
The Parties may agree to submit any dispute or disagreement
that has not been settled amicably according to Clause GCC
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GCC(A)-30 Section VIII. General Conditions of Contract (Option A: Time-Based Contract)
(ii) Arbitration
If the dispute or disagreement cannot be settled amicably
pursuant to Clause GCC 8.1, or if, where the settlement
proceedings under Clause GCC 8.2(a)(i) are agreed, the
dispute or disagreement has not been settled pursuant to the
ICC ADR Rules within forty-two (42) days following the
filing of a Request for ADR or within such other period as
the Parties may agree in writing, such dispute or
disagreement shall be finally settled under international
arbitration (1) with proceedings administered by the
arbitration institution designated in the SCC, and conducted
under the rules of arbitration of such institution; or, if so
specified in the SCC, (2) with proceedings administered by
Japan Commercial Arbitration Association (JCAA) and
conducted under the arbitration rules of JCAA; or (3) if
neither an arbitration institution nor arbitration rules are
specified in the SCC, with proceedings administered by the
International Chamber of Commerce (ICC) and conducted
under the ICC Rules of Arbitration; by one or more
arbitrators appointed in accordance with the said arbitration
rules
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Section IX. Special Conditions of Contract (Option A: Time-Based Contract)
Clause numbers in the SCC correspond to those in the GCC. Whenever there is a conflict, the
provisions herein shall prevail over those in the GCC.
Clauses 1.1(f) & 1.6, 1.8, 1.9, 6.1(a), 6.4 and 6.5(e) shall be kept blank during the proposal
stage but shall be filled in with the relevant data prior to signing of the Contract, when such
data is known.
The “boxed” notes and italicized notes in this section are not part of the Request for Proposals,
but contain guidelines and instructions for the Client. They shall be deleted from the actual
Request for Proposals to be issued to the Consultants except for Clauses 1.8, 6.1(a) and 6.5(e)
which shall only be deleted when the relevant data is filled in prior to signing of the Contract.
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Section IX. Special Conditions of Contract (Option A: Time-Based Contract) SCC(A)-1
1.1 (a) The Applicable Guidelines are those published in [insert the date of
issuance of the Guidelines applicable to this Contract (April 2012, March
2009 or October 1999.)]
1.1 (b) The Contract shall be construed in accordance with the law of [insert
country name, if different from the law of the Client’s country. Otherwise,
state that “this Clause SCC 1.1(b) is not applicable.”]
1.1(e) & 1.6 Client’s name and address: [insert Client’s name, address and telephone
number]
1.1(f) & 1.6 Consultant’s name and address: [insert Consultant’s name, address and
telephone number]
1.4 The Contract shall be executed in: [insert one of the following: Japanese,
English, French, or Spanish]
[If the Consultant consists of a JV, then the name of the firm whose
address is specified in Clause SCC 1.6 shall be inserted here. If the
Consultant consists only of a single firm, then delete the above and state
“This Clause SCC 1.8 is not applicable.”]
2.1(c) The advance payment security and the invoice shall be submitted within
[insert number of days] days following the receipt of the notice.
[If the advance payment security and the invoice shall be submitted within
a period exceeding 14 days, indicate the period above. If the period is 14
days, delete the above and state “This Clause SCC 2.1(c) is not
applicable.”].
2.2 The time period shall be [insert time period if different from that stated in
Clause GCC 2.2. Otherwise delete the above and state “This Clause SCC
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SCC(A)-2 Section IX. Special Conditions of Contract (Option A: Time-Based Contract)
GCC Clause No. Amendments of, and Supplements to, GCC Clause
2.4 The time period shall be [insert time period, e.g.: thirty-six months].
3.4 (e) (i) The number of months shall be [insert number, if different from that stated
in Clause GCC 3.4 (e)(i); otherwise delete the above and state “This
Clause SCC 3.4 (e)(i) is not applicable”]
3.4 (e) (ii) The ceiling on Consultant’s liability shall be limited to the product of
[insert a multiplier, usually equivalent to 1.0 or less] multiplied by the
Contract Price.
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Section IX. Special Conditions of Contract (Option A: Time-Based Contract) SCC(A)-3
GCC Clause No. Amendments of, and Supplements to, GCC Clause
3.8 The Client is entitled to use the documents prepared by the Consultant
under this Contract for other projects, [insert “with” or “without” as
appropriate] prior written permission of the Consultant.
[If the Client is entitled to use the documents prepared by the Consultant
under this Contract for other projects, then choose the appropriate
wording above; otherwise delete the above and state “This Clause SCC
3.8 is not applicable.”.]
4.6.1 [The Client shall insert the all information below as appropriate and
complete the paragraph to describe working days and hours for the
assignment. The completed paragraph may be subject to minor
adjustments during the contract negotiations, depending on the internal
rules and regulations of the firm selected as the Consultant]
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SCC(A)-4 Section IX. Special Conditions of Contract (Option A: Time-Based Contract)
GCC Clause No. Amendments of, and Supplements to, GCC Clause
5.1 (a) through (f) [Insert list of any changes or additions to assistance and exceptions
specified in Clause GCC 5.1(a) to (f), consistent with the TOR. If none,
state “This Clause SCC 5.1(a) through (f) is not applicable.”]
6.1(a) The Contract Price is: [insert amount and currency for each currency, as
applicable].
6.3 (a) & (b) [All relevant information on the Consultant’s liabilities with respect of
duties, taxes and levies in this provision shall be consistent with DS
11.2(c).
The Client shall indicate clearly which taxes, duties and levies are
exempted and the relevant exemption categories (as described below), in
accordance with the Exchange of Notes between the Client’s country and
the Government of Japan, and under the law of the Client’s country.
If the liabilities as to taxes, duties and levies shall be solely borne by the
Consultant, delete all below and state “This SCC 6.3 (a) & (b) is not
applicable.”.]
Exemptions from duties, taxes or levies which are described under this
SCC 6.3 (a) & (b) fall into two categories, namely:
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Section IX. Special Conditions of Contract (Option A: Time-Based Contract) SCC(A)-5
GCC Clause No. Amendments of, and Supplements to, GCC Clause
(i) & (ii) duties, taxes and levies listed in the table below shall be
exempted.
[The Client shall add or modify tax liabilities as appropriate and indicate
the exemption category of each of them in the table below.]
No. Duty/ Tax/ Levy Exemption
Category
1. Corporate income tax, including [indicate whether
withholding tax, on any “No Pay” or “Pay
Japanese companies, operating & Reimburse”]
as a consultant, with respect to
the income accruing from the
supply of products and/or
services to be provided under
Japanese ODA Loans.
2. Personal income tax on Japanese [indicate whether
employees engaged in the “No Pay” or “Pay
implementation of the Project & Reimburse”]
for their personal income
derived from any Japanese
companies operating as a
consultant for the
implementation of the Project.
3. Custom duties and related fiscal [indicate whether
charges on any Japanese “No Pay” or “Pay
companies operating as a & Reimburse”]
consultant, with respect to the
import and re-export of their
own materials and equipment
needed for the implementation
of the Project.
(iii) duties, taxes and levies listed below shall be paid by the Client on behalf of the Con
[insert list of duties, taxes and levies]
[Indicate in the table below, any other tax exemptions available to the
Consultant in accordance with the law of the Client’s country. If there is
none, delete the paragraph below in its entirety.]
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SCC(A)-6 Section IX. Special Conditions of Contract (Option A: Time-Based Contract)
GCC Clause No. Amendments of, and Supplements to, GCC Clause
6.5(b) The Consultant shall submit to the Client itemized invoices at time
intervals of [insert number of months].
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Section IX. Special Conditions of Contract (Option A: Time-Based Contract) SCC(A)-7
GCC Clause No. Amendments of, and Supplements to, GCC Clause
(b) foreign currency, payable from the proceeds of the Loan shall be made
through [state the relevant disbursement procedure as set forth in the
Loan Agreement].
The brochures describing the JICA’s Disbursement Procedures above are
available at:
https://www.jica.go.jp/english/our_work/types_of_assistance/oda _loans
/oda_op_info/procedure/index.html.
6.8 [Insert the following if the Contract Price is not adjustable. Otherwise
delete the following.]
The Contract Price shall not be adjusted for rises and falls of cost of
Remuneration and Reimbursable Expenses.
[Insert the following if the Contract Price is adjustable, and the periods of
adjustment are different from: 12 months commencing from 13th calendar
month after the Contract signing date in the case of remuneration, and 3
months commencing from 4th calendar month after the Contract signing
date in the case of reimbursable expenses; otherwise delete the following
entirely.]
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SCC(A)-8 Section IX. Special Conditions of Contract (Option A: Time-Based Contract)
GCC Clause No. Amendments of, and Supplements to, GCC Clause
months and, the first time, being in the [insert number to indicate
the month]th calendar month after the Contract signing date.)
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Section X. Appendices (Option A: Time-Based Contract)
Section X. Appendices
The Appendices complement the Contract by describing the Services, specifying reporting
requirements, Expert schedule etc., and by providing cost data such as cost breakdowns, price
adjustment data.
The Appendices shall be finalized and completed during negotiations of Contract and shall be
attached to the Contract documents. They may be left unfilled during the proposal stage.
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Section X. Appendices (Option A: Time-Based Contract) APP(A)-1
Appendices
List of Appendices
APP(A)
- 209 -
APP(A)-2 Section X. Appendices (Option A: Time-Based Contract)
In accordance with Clause GCC3.7.1 Reporting Obligations, GCC 5.1, GCC 5.4(a) and GCC
5.5(a)), services, facilities, properties and counterpart personnel to be provided by the Client
and the timing and manner in which they shall be provided shall be described here.]
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Section X. Appendices (Option A: Time-Based Contract) APP(A)-3
“For the purposes of this Appendix B – Expert Schedule, the following shall apply:
1. Months are counted from the start of the assignment. For each Expert, the input for home and
field work shall be indicated separately.
2. Working days and hours shall be as set forth in SCC Clause 4.6.1.
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APP(A)-4 Section X. Appendices (Option A: Time-Based Contract)
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Section X. Appendices (Option A: Time-Based Contract) APP(A)-5
In addition, please include the following provisions, as appropriate, if the Remuneration Cost
Breakdown to be inserted as above does not contain such provisions.]
“For the Purposes of this Appendix D – Remuneration Cost Breakdown, the following shall
apply:
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APP(A)-6 Section X. Appendices (Option A: Time-Based Contract)
“For the Purposes of this Appendix E – Reimbursable Cost Estimates, the following shall apply:
(1) “Per Diem” means the daily rate (i.e., one rate for all locations) which shall be calculated as
the weighted average (cost per day), on the basis of 30 days per calendar month, considering
the cost of accommodation, meals and all other similar expenses, reasonably incurred by:
(a) an International Expert, when he/she works in a country other than his/ her country of
residence.
(b) a Local Expert, when he/she works at an any place other than his/ her normal place of
work.
(2) With respect of the international travel expenses, the following shall apply:
(a) International travel costs will show the airfares needed by International Experts to travel
from their home office, or regular place of work, to the field, by the most appropriate
and the most direct practicable route. Air travel cost shall be estimated by business class
for senior experts (normally more than 18 years of working experiences) except for
short-distance (less than 8 hours) flights and economy class for other experts.
(b) For International Experts spending twenty-four (24) consecutive months or more in the
Client’s country, one extra round trip will be reimbursed for every twenty-four (24)
months of assignment in the Client’s country. Such International Experts will be
entitled to such extra round trip only if upon their return to the Client’s country, such
International Experts are scheduled to serve for the purposes of the Project for a further
period of not less than six (6) consecutive months.
(c) Air transport for dependents: the cost of transportation to and from the Client’s country
of eligible dependents who shall be the spouse and not more than two (2) unmarried
dependent children under eighteen (18) years of age of those of the International Experts
assigned to resident duty in the Client’s country for the purpose of the Services for
periods of six (6) consecutive months or longer, provided that the stay of such
dependents in the Client’s country shall have been for not less than three (3) consecutive
months duration. If the assignment period for resident staff of the International Experts
will be thirty (30) months or more, one extra economy class air trip for their eligible
dependents for every twenty-four (24)-month assignment will be reimbursed.
(d) The number of round trips, the cost for each trip and destinations is shown under “air
travel”.
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Section X. Appendices (Option A: Time-Based Contract) APP(A)-7
(3) A separate item “Miscellaneous Travel Expenses” is shown to cover a lump sum allowance
per round trip for processing necessary travel documents (passport, visas, travel permits),
airport taxes, transport to and from airports, inoculations, the cost of excess baggage up to
twenty (20) kilograms per person, or the equivalent in cost of unaccompanied baggage or air
freight for each International Expert and each eligible dependent, etc.
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APP(A)-8 Section X. Appendices (Option A: Time-Based Contract)
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Section X. Appendices (Option A: Time-Based Contract) APP(A)-9
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APP(A)-10 Section X. Appendices (Option A: Time-Based Contract)
If the form given below is used, in the event of an extension of the time for completion of the
Contract, the Client would need to request an extension of this guarantee from the Guarantor.
Such request must be in writing and must be made prior to the expiration date established in the
guarantee.]
Date: __________________________________
We have been informed that [name of Consulting Firm or name of the Joint Venture, same as
appears in the signed Contract] (hereinafter called “the Consultants”) has entered into Contract No.
[reference number of the contract] dated [date] with you, for the provision of [brief description of
Services] (hereinafter called “the Contract”).
Furthermore, we understand that, according to the conditions of the Contract, an advance payment
in the sum of [amount in figures] ([amount in words]) is to be made against an advance payment
guarantee.
At the request of the Consultants, we [name of Bank] hereby irrevocably undertake to pay you any
sum or sums not exceeding in total an amount of [amount in figures] ([amount in words])1 upon
receipt by us of your first demand in writing accompanied by a written statement stating that the
Consultants are in breach of their obligation under the Contract because the Consultants have used
the advance payment for purposes other than toward providing the Services under the Contract.
1
The Guarantor shall insert an amount representing the amount of the advance payment and denominated either in
the currency(ies) of the advance payment as specified in the Contract, or in a freely convertible currency
acceptable to the Client.
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Section X. Appendices (Option A: Time-Based Contract) APP(A)-11
It is a condition for any claim and payment under this guarantee to be made that the advance
payment referred to above must have been received by the Consultants on their account number
_________________ at [name and address of Bank].
The maximum amount of this guarantee shall be progressively reduced by the amount of the
advance payment repaid by the Consultants as indicated in copies of your certified statements to
such effect which shall be presented to us by the Consultants. This guarantee shall expire, at the
latest, upon our receipt of the certified payment certificate issued by you indicating that the
Consultants have made full repayment of the amount of the advance payment, or on the ___ day of
[month] [year] 2 whichever is earlier. Consequently, any demand for payment 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, ICC Publication No. 758.
_____________________________
[signature(s)]
Note: All italicized text is to assist in preparing this form and shall be deleted from the completed
form submitted to the Client.
2
Insert the expected expiration date
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APP(A)-12 Section X. Appendices (Option A: Time-Based Contract)
[The completed Form TECH-9 in Section III, Technical Proposal Forms is used for this Appendix.]
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Section X. Appendices (Option A: Time-Based Contract) APP(A)-13
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- 222 -
Option B: Lump-Sum Contract
- 223 -
- 224 -
Conditions of Contract and Contract Forms (Option B: Lump-Sum Contract)
The lump-sum contract is normally used when definition of the tasks to be performed is clear
and unambiguous, when the commercial risk taken by the Consultant are relatively low, and
when therefore such Consultant are prepared to perform the assignment for an agreed
predetermined lump-sum price. However, delivery of services of intellectual and advisory
nature is contingent in many ways upon actions by the Client. Conditions justifying use of the
lump-sum contract (i.e. proper and timely actions by the Client) are not frequently met. This is
why, in practice, the lump-sum contract is rarely issued under Japanese ODA Loans.
Lump-sum price is arrived at on the basis of inputs of remuneration and reimbursable expenses
- including rates, where applicable - provided by the Consultant. The Client agrees to pay the
Consultant according to a schedule of payments linked to the delivery of certain outputs, for
example reports, drawings, or software programs.
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Conditions of Contract and Contract Forms (Option B: Lump-Sum Contract)
Table of Contents
- 226 -
Section VII. Form of Contract (Option B: Lump-Sum Contract) FOC(B)-1
The Form of contract shall be kept untouched during the proposal stage and it shall only be
completed prior to signing of the Contract, when the Consultant is selected, and all relevant
details are known.
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FOC(B)-2 Section VII. Form of Contract (Option B: Lump-Sum Contract)
Form of Contract
LUMP-SUM
This CONTRACT (hereinafter called the “Contract”) is made the [day] day of the month of
[month], [year], between, on the one hand, [name of Client] (hereinafter called the “Client”) and,
on the other hand, [name of Consultant] (hereinafter called the “Consultant”).
[Note: If the Consultant consists of more than one entity all of which are liable under the
contract, the above shall be partially amended to read as follows: …(hereinafter called the
“Client”) and, on the other hand, a Joint Venture consisting of the following entities, each of
which will be jointly and severally liable to the Client for all the Consultant’s obligations under
this Contract, namely, [name of member] and [name of member] (hereinafter collectively called
the “Consultant”).]
WHEREAS
(a) the Client has requested the Consultant to provide certain consulting services as
defined in this Contract (hereinafter called the “Services”);
(b) the Consultant, having represented to the Client that it has the required
professional skills, expertise and technical resources, has agreed to provide the
Services on the terms and conditions set forth in this Contract;
(c) by an Agreement dated [day, month, year] (hereinafter called the Loan Agreement)
between the [name of Borrower] (hereinafter called the Borrower) and the Japan
International Cooperation Agency (hereinafter called “JICA”), JICA has agreed to
make a loan to the Borrower for the purpose of financing [name of the Project]
(hereinafter called the Project);
1. The following documents attached hereto shall be deemed to form an integral part of this
Contract:
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Section VII. Form of Contract (Option B: Lump-Sum Contract) FOC(B)-3
In the event of any ambiguity or conflict between the documents listed above, the order of
precedence shall be the order in which the documents are listed in this Clause 1.
2. The mutual rights and obligations of the Client and the Consultant shall be as set forth in
the Contract, in particular:
(a) the Consultant shall carry out the Services in accordance with the provisions of
the Contract; and
(b) the Client shall make payments to the Consultant in accordance with the
provisions of the Contract.
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their
respective names as of the day and year first above written.
[For a JV, only the lead member shall sign, in which case the 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 JV]
- 229 -
- 230 -
Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
This Section contains the General Conditions of Contract (Standard GCC) which is required to
be used in the Request for Proposals for the Lump-Sum Contract of assignments financed by
JICA, and they shall be used without any modification.
A copy of the Standard GCC shall be attached to the Request for Proposals/Contract prepared
by the Client. If the General Conditions of Contract in the Request for Proposals/Contract
prepared by the Client contain modifications from the Standard GCC, JICA will not consider
them valid and require the Client to modify the Request for Proposals/Contract so that the
Standard GCC, as defined above, shall apply.
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-1
Contents
GCC(B)
1. General Provisions .............................................................................................................3
1.1 Definitions.................................................................................................................3
1.2 Relationship between the Parties ................................................................................5
1.3 Law Governing Contract............................................................................................5
1.4 Language...................................................................................................................5
1.5 Headings ...................................................................................................................5
1.6 Communications........................................................................................................5
1.7 Location ....................................................................................................................6
1.8 Authority of Lead Member ........................................................................................6
1.9 Authorized Representatives .......................................................................................6
1.10 Corrupt and Fraudulent Practices ...............................................................................6
1.11 Monitoring by JICA...................................................................................................6
1.12 Difference of Opinion................................................................................................7
1.13 Eligibility of Consultant.............................................................................................7
2. Commencement, Completion, Modification and Termination of Contract...........................7
2.1 Effectiveness of Contract ...........................................................................................7
2.2 Termination of Contract for Failure to Become Effective...........................................7
2.3 Commencement of Services.......................................................................................8
2.4 Expiration of Contract ...............................................................................................8
2.5 Entire Agreement.......................................................................................................8
2.6 Modifications ............................................................................................................8
2.7 Force Majeure ......................................................................................................... 10
2.8 Suspension .............................................................................................................. 11
2.9 Termination ............................................................................................................. 12
3. Obligations of the Consultant ........................................................................................... 15
3.1 General.................................................................................................................... 15
3.2 Conflict of Interest................................................................................................... 15
3.3 Confidentiality......................................................................................................... 16
3.4 Liability of the Consultant ....................................................................................... 16
3.5 Insurance to be Taken Out by the Consultant ........................................................... 18
3.6 Accounting, Inspection and Auditing ....................................................................... 18
3.7 Reporting................................................................................................................. 18
3.8 Property of the Reports and Records ........................................................................ 19
3.9 Equipment, Vehicles and Materials Furnished by the Client..................................... 19
3.10 Equipment and Materials Provided by the Consultant .............................................. 19
4. Consultant’s Experts and Subconsultants........................................................................... 19
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GCC(B)-2 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
- 234 -
Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-3
1. GENERAL PROVISIONS
1.1 Definitions Unless the context otherwise requires, the following terms whenever
used in this Contract have the following meanings:
(b) “Applicable Law” means the laws and any other instruments
having the force of law in the Client’s country, or in such other
country as may be specified in the SCC, as they may be issued
and in force from time to time.
(c) “Base Date” means the date 28 days prior to the latest date for
submission of the Financial Proposal.
(j) “Effective Date” means the date on which this Contract comes
into force and effect pursuant to Clause GCC 2.1.
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GCC(B)-4 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
(t) “Party” means the Client or the Consultant, as the case may be,
and “Parties” means both of them.
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-5
payment.
(aa) “Third Party” means any person or entity other than the, the
Client, the Consultant or a Subconsultant.
1.3 Law Governing This Contract, its meaning and interpretation, and the relation
Contract between the Parties shall be governed by the Applicable Law.
1.4 Language This Contract shall be executed in the language specified in the
SCC, which shall be the binding, and controlling language for all
matters relating to the meaning or interpretation of this Contract.
1.5 Headings The headings shall not limit, alter or affect the meaning of this
Contract.
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GCC(B)-6 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
1.7 Location The Services shall be performed at such locations as are specified in
Appendix A and, where the location of a particular task is not so
specified, at such locations, whether in the Client’s country or
elsewhere, as the Client may approve.
1.9 Authorized Any action required or permitted to be taken, and any document
Representatives required or permitted to be executed under this Contract by the
Client or the Consultant may be taken or executed by the
representatives specified in the SCC.
1.10 Corrupt and If the Client determines, based on reasonable evidence, that the
Fraudulent Consultant has engaged in corrupt or fraudulent practices, in
Practices competing for or in executing the Contract, then the Client may,
after giving 14 days’ notice to the Consultant, terminate the
Contract and expel the Consultant from the Project site, and the
provisions of Clause GCC 2.9 shall apply as if such termination had
been made under Clause GCC 2.9.1.
Should any Expert or Subconsultant of the Consultant be
determined, based on reasonable evidence, to have engaged in
corrupt or fraudulent practice during the execution of the work then
that Expert or Subconsultant shall be immediately removed and
replaced by a suitable Expert or Subconsultant in accordance with
Clauses GCC 4.4 and 4.5.
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-7
and the Consultant. However, JICA shall not be liable in any way
for the performance of the Services by reason of such monitoring or
participation in discussions. Neither the Client nor the Consultant
shall be released from any responsibility of this Contract by reason
of JICA’s monitoring or participation in discussion.
1.12 Difference of In the case of a difference of opinion between the Client and the
Opinion Consultant on any important matters involving professional
judgment that might affect the proper evaluation or execution of the
Project, the Client shall allow the Consultant to submit promptly to
the Client a written report and, simultaneously, to submit a copy to
JICA. The Client shall forward the report to JICA with its comments
in time to allow JICA to study it and communicate with the Client
before any irreversible steps are taken in the matter. In cases of
urgency, the Consultant has the right to request the Client and/or
JICA that the matter be discussed immediately between the Client
and JICA.
1.13 Eligibility of The Consultant shall meet the requirements as to eligibility of the
Consultant Consultants as specified in Appendix I.
2.2 Termination of Unless a different period of time is otherwise specified in the SCC,
Contract for if this Contract has not become effective within four (4) months
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GCC(B)-8 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
Failure to after the date of the Contract signed by the Parties, the Consultant or
Become Effective the Client may, by not less than twenty-one (21) days written notice
to the other Party, declare this Contract to be null and void, and in
the event of such a declaration by either Party, neither Party shall
have any claim against the other Party with respect hereto.
2.3 Commencement With respect to the commencement of the Services, the following
of Services shall apply:
(a) Subject to Clause GCC 6.5(b), the Consultant shall commence
carrying out the Services not later than fourteen (14) days from
the receipt of the advance payment.
2.4 Expiration of Unless terminated earlier pursuant to Clause GCC 2.9, this Contract
Contract shall expire at the end of such time period, as specified in the SCC,
after the commencement of the Services specified in Clause GCC
2.3.
2.5 Entire This Contract contains all covenants, stipulations and provisions
Agreement agreed by the Parties. No agent or representative of either Party has
authority to make, and the Parties shall not be bound by or be liable
for, any statement, representation, promise or agreement not set
forth herein.
2.6 Modifications
2.6.1 Modifications (a) Any modification or variation of the terms and conditions of
or Variations this Contract, including any modification or variation of the
scope of the Services, may only be made by written agreement
between the Parties. However, each Party shall give due
consideration to any proposals for modification or variation
made by the other Party.
2.6.2 Extension If the Consultant has been delayed or impeded in the performance of
any of its obligations under this Contract by any of the reasons
specified in paragraphs (a) through (f) of this Clause GCC 2.6.2, the
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-9
2.6.3 Consultant’s (a) Except where otherwise provided elsewhere in this Contract,
Claims the Consultant shall submit to the Client a notice of a claim for
an extension of the contract term and/or adjustment in the
Contract Price, together with particulars of the event or
circumstance justifying such extension and adjustment, as soon
as reasonably practicable after the occurrence of such event or
circumstance. As soon as reasonably practicable after the
receipt of such notice and supporting particulars of the claim,
the Client and the Consultant shall agree upon the extended
period and/or the adjusted Contract Price.
2.6.4 Provisional (a) Each Provisional Sum shall only be used, in whole or in part,
Sum in accordance with the instructions of the Client which may
involve or relate to the services to be provided or expenditures
to be incurred in the course of the assignment.
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GCC(B)-10 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
(b) The total sum paid to the Consultant shall include only such
amounts for services or expenditures to which the Provisional
Sum relates, as the Client shall have instructed. Each
Provisional Sum shall be used under Clause GCC 2.6.1 as a
modification or variation of the scope of Services, except for
the use of Provisional Sum for Contingency Allowance in
accordance with GCC 6.8.
2.7 Force Majeure
2.7.1 Definition (a) For the purposes of this Contract, “Force Majeure” means an
event which is beyond the reasonable control of a Party, is not
foreseeable, is unavoidable, and which makes a Party’s
performance of its obligations hereunder impossible or so
impractical as reasonably to be considered impossible in the
circumstances, and subject to those requirements, includes, but
is not limited to, war, riots, terrorism, civil disorder,
earthquake, fire, explosion, storm, flood or other adverse
weather conditions, strikes, lockouts or other industrial action,
confiscation or any other action by Government agencies.
(b) Force Majeure shall not include (i) any event which is caused
by the negligence or intentional action of a Party or such
Party’s Experts, Subconsultants or agents or employees, nor
(ii) any event which a diligent Party could reasonably have
been expected both to take into account at the time of the
conclusion of this Contract, and avoid or overcome in the
carrying out of its obligations hereunder.
2.7.2 No Breach of The failure of a Party to fulfill any of its obligations hereunder shall
Contract not be considered to be a breach of or default under, this Contract
insofar as such inability arises from an event of Force Majeure,
provided that the Party affected by such an event has taken all
reasonable precautions, due care and reasonable alternative
measures, all with the objective of carrying out the terms and
conditions of this Contract.
2.7.3 Measures to be (a) A Party affected by an event of Force Majeure shall continue
Taken to perform its obligations under the Contract as far as is
reasonably practical, and shall take all reasonable measures to
minimize the consequences of any event of Force Majeure.
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-11
2.8 Suspension
2.8.1 Suspension by (a) The Client may, by written notice of suspension to the
Client Consultant, suspend, in whole or part, the Services and such
suspension continues until the Client gives a written permission
or instruction to proceed.
(c) If the Project or the Services are suspended by the Client for
any reason other than those provided in Clause GCC 2.8.1 (b)
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GCC(B)-12 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
(d) During any suspension of the Services under Clause GCC 2.8.1
(c), the Consultant shall be compensated for any costs of
maintaining fixed assets, the costs of leases or other items
acquired for the Project, as well as all expenses reasonably
incurred by, including but not limited to, temporary
demobilization, reassignment of the Experts. In addition, upon
resumption of the Services, the Client shall compensate the
Consultant for expenses incurred as a result of the resumption
of its services, and the Consultant's schedules (Expert and other
relevant schedules) shall be appropriately adjusted.
2.9 Termination This Contract may be terminated by either Party as per provisions set
up below:
2.9.1 Termination by The Client may terminate this Contract in case of the occurrence of
Client any of the events specified in paragraphs (a) through (f) of this
Clause GCC 2.9.1. In such an occurrence the Client shall give at
least twenty-eight (28) days’ written notice of termination to the
Consultant in case of the events referred to in (a) through (e); and at
least fifty-six (56) days’ written notice in case of the event referred
to in (f):
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-13
compulsory or voluntary;
(f) If the Client, in its sole discretion and for any reason
whatsoever, decides to terminate this Contract.
2.9.2 Termination by The Consultant may terminate this Contract, by not less than
Consultant twenty-eight (28) days’ written notice to the Client, such notice to
be given if any of the events specified in paragraphs (a) through (f)
of this Clause GCC 2.9.2 occurs:
(a) If the Client fails to pay any money due to the Consultant
pursuant to this Contract and not subject to dispute pursuant to
Clause GCC 8 within forty-two (42) days after receiving
written notice from the Consultant that such payment is
overdue;
(c) If the Client fails to comply with any final decision reached as
a result of arbitration pursuant to Clause GCC 8;
(e) If the Services are suspended pursuant to Clause GCC 2.8.1 (c)
for more than eighty-four (84) days; and
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GCC(B)-14 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
2.9.3 Cessation of Upon termination of this Contract pursuant to Clauses GCC 2.2 or
Rights and GCC 2.9, or upon expiration of this Contract pursuant to Clause
Obligations GCC 2.4, all rights and obligations of the Parties hereunder shall
cease, except (i) such rights and obligations as may have accrued on
the date of termination or expiration, (ii) the obligation of
confidentiality set forth in Clause GCC 3.3, (iii) the Consultant’s
obligation to permit inspection, copying and auditing of their
accounts and records set forth in Clause GCC 3.6, and (iv) any right
which a Party may have under the Applicable Law.
2.9.4 Cessation of Upon termination of this Contract by notice of either Party to the
Services other pursuant to Clauses GCC 2.9.1 or GCC 2.9.2, the Consultant
shall, immediately upon dispatch or receipt of such notice, take all
necessary steps to bring the Services to a close in a prompt and
orderly manner and shall make every reasonable effort to keep
expenses for this purpose to a minimum. With respect to equipment,
vehicles and materials provided by the Client, the Consultant shall
proceed as provided by Clause GCC 3.9.
2.9.5 Payment upon Upon termination of this Contract pursuant to Clauses GCC 2.9.1 or
Termination GCC 2.9.2, the Client shall make the following payments to the
Consultant:
2.9.6 Disputes about If either Party disputes whether an event specified in paragraphs (a)
Events of through (e) of Clause GCC 2.9.1 or in Clause GCC 2.9.2 has
Termination occurred, such Party may, within forty-two (42) days after receipt of
notice of termination from the other Party, refer the matter for
dispute settlement in accordance with the procedures stated in
Clause GCC 8, and this Contract shall not be terminated on account
of such event, unless otherwise settled in accordance with GCC 8.
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-15
3.1.1 Standard of (a) The Consultant shall perform the Services and carry out the
Performance Services with all due diligence, efficiency and economy in
accordance with generally accepted professional standards and
practices, and shall observe sound management practices, and
employ appropriate technology and safe and effective
equipment, machinery, materials and methods. The Consultant
shall always act, in respect of any matter relating to this
Contract or to the Services, as faithful adviser to the Client, and
shall at all times support and safeguard the Client’s legitimate
interests in any dealings with the third parties.
(b) The Consultant shall employ and provide such qualified and
experienced Experts and Subconsultants as are required to
carry out the Services.
3.1.2 Law The Consultant shall perform the Services in accordance with the
Applicable to Contract and the Applicable Law and shall take all practicable steps
Services to ensure that any of its Experts and Subconsultants, comply with
the Applicable Law. The Client shall notify the Consultant in
writing of relevant local customs, and the Consultant shall, after
such notification, respect such customs.
3.2 Conflict of The Consultant shall hold the Client’s interests paramount, without
Interest any consideration for future work, and strictly avoid conflict with
other assignments or their own corporate interests.
3.2.1 Consultant Not (a) The payment to the Consultant pursuant to Clause GCC 6
to Benefit from shall constitute the Consultant’s only payment in connection
Commissions, with this Contract and, subject to Clause GCC 3.2.2, the
Discounts, etc. Consultant shall not accept for its own benefit any trade
commission, discount or similar payment in connection with
activities pursuant to this Contract or in the discharge of its
obligations hereunder, and the Consultant shall use its best
efforts to ensure that any Subconsultants, as well as the
Experts and agents of either of them, similarly shall not
receive any such additional payment.
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GCC(B)-16 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
3.2.2 Consultant and The Consultant agrees that, during the term of this Contract and
Affiliates Not after its termination, the Consultant and any entity affiliated with the
to Engage in Consultant as well as any Subconsultants and any entity affiliated
Certain with such Subconsultants, shall be disqualified from providing
Activities goods, works or services or non-consulting services resulting from
or directly related to the Services for the preparation or
implementation of the Project.
3.2.3 Prohibition of The Consultant shall not engage, and shall cause its Experts as well as
Conflicting its Subconsultants not to engage, either directly or indirectly, in any
Activities business or professional activities that would conflict with the
activities assigned to them under this Contract.
3.2.4 Strict Duty to The Consultant has an obligation and shall ensure that its Experts
Disclose and Subconsultants shall have an obligation to disclose any situation
Conflicting of actual or potential conflict that impacts their capacity to serve the
Activities best interest of their Client, or that may reasonably be perceived as
having this effect. Failure to disclose said situations may lead to the
termination of the Contract.
3.3 Confidentiality Except with the prior written consent of the Client, the Consultant and
the Experts shall not at any time communicate to any person or entity
any confidential information acquired in the course of the Services,
nor shall the Consultant and the Experts make public the
recommendations formulated in the course of, or as a result of, the
Services.
3.4 Liability of the (a) The Consultant shall be responsible for and shall indemnify the
Consultant Client in respect of loss of or damage to equipment and
materials furnished by the Client, or purchased by the
Consultant in whole or in part with funds provided by the
Client.
(c) The Consultant shall indemnify the Client from and against any
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-17
(d) The Consultant shall ensure that all goods and services
(including without limitation all computer hardware, software
and systems) procured by the Consultant out of funds provided
or reimbursed by the Client or used by the Consultant in the
carrying out of the Services do not violate or infringe any
industrial property or intellectual property right or claim of any
Third Party.
(e) The Consultant shall indemnify, protect and defend at their own
expense the Client, and its agents and employees from and
against any and all actions, claims, losses or damages arising
out of Consultant’s failure to exercise the skill and care required
under Clause GCC 3.1.1 provided, however:
(f) Upon request of the Client, the Consultant shall, at its own cost
and expense, re-perform the Services in the event of
Consultant’s failure to exercise the skill and care required under
Clause GCC 3.1.1.
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GCC(B)-18 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
3.5 Insurance to be The Consultant (i) shall take out and maintain, and shall cause any
Taken Out by the Subconsultants to take out and maintain, at its (or the
Consultant Subconsultants’, as the case may be) own cost, insurance against the
risks, and for the coverage specified in the SCC; and (ii) at the
Client’s request, shall provide evidence to the Client showing that
such insurance has been taken out and maintained and that the
current premiums therefore have been paid. The Consultant shall
ensure that such insurance is in place prior to commencing the
Services as stated in Clause GCC 2.3.
3.6 Accounting, The Consultant (i) shall keep accurate and systematic accounts and
Inspection and records in respect of the Services hereunder, in accordance with
Auditing internationally accepted accounting principles and in such form and
detail as will clearly identify all relevant time changes and costs, and
the bases thereof, and (ii) shall periodically permit the Client or its
designated representative, and up to five years from the expiration or
termination of this Contract, to inspect the same and make copies
thereof as well as to have them audited by auditors appointed by the
Client, if so required by the Client as the case may be.
3.7 Reporting
3.7.1 Reporting The Consultant shall submit to the Client the reports and documents
Obligations specified in Appendix A, in the form, in the numbers and within the
time periods set forth in the said Appendix.
3.7.2 Serious The Consultant shall report to the Client and JICA promptly the
Hindrances occurrence of any event or condition which might delay or prevent
completion of any significant part of the Project in accordance with
the schedules and to indicate what steps shall be taken to meet the
situation. When the Client receives such a report from the
Consultant, the Client shall immediately forward a copy of it to
JICA, together with its comments.
3.7.3 Accident Should any accident in relation to construction safety occur during
Reports the implementation of the Project, the Consultant shall assist the
Client in preparing and submitting a report on such an accident in a
form reasonably requested by JICA.
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-19
3.8 Property of the The Consultant retains the design rights and other intellectual
Reports and property rights and copyrights of all documents prepared by the
Records Consultant under this Contract. Unless otherwise stated in the
SCC, the Client shall be entitled to use them or copy them only for
the Project and the purpose for which they are intended, and need
not obtain the Consultant's permission to copy for such use.
3.9 Equipment, Any equipment, vehicles and materials made available to the
Vehicles and Consultant by the Client, or purchased by the Consultant wholly or
Materials partly with funds provided by the Client, shall be the property of the
Furnished by the Client and shall be marked accordingly. Upon termination or
Client expiration of this Contract, the Consultant shall make available to
the Client an inventory of such equipment, vehicles and materials
and shall dispose of such equipment, vehicles and materials in
accordance with 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 in an amount equal to their full replacement
value.
3.10 Equipment and Any equipment or materials brought into the Client’s country by the
Materials Consultant or its Experts and used either for the Project or personal
Provided by the use shall remain the property of the Consultant or the Experts
Consultant concerned, as applicable.
4.2 Replacement of (a) Except as the Client may otherwise agree in writing, no
Key Experts changes shall be made in the Key Experts.
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GCC(B)-20 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
4.3 Approval of (a) If during execution of the Contract, additional Key Experts are
Additional Key required to carry out the Services, the Consultant shall submit
Expert to the Client for review and approval a copy of their
Curriculum Vitae (CVs). If the Client does not object in
writing (stating the reasons for the objection) within twenty-
one (21) days from the date of receipt of such CVs, such
additional Key Experts shall be deemed to have been approved
by the Client.
4.4 Removal of (a) If the Client finds that any of the Experts or Subconsultants
Experts or has committed serious misconduct or has been charged with
Subconsultants having committed a criminal action, the Consultant shall, at
the Client’s written request specifying the grounds, provide a
suitable replacement.
4.5 Replacement/ Except as the Client may otherwise agree, the Consultant shall bear
Removal of all costs arising out of or incidental to any removal and/or
Experts-Impact replacement of such Experts.
on Payments
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-21
efforts to:
(a) assist the Consultant with obtaining work permits and such
other documents as shall be necessary to enable the Consultant
to perform the Services.
(b) assist the Consultant with promptly obtaining, for the Experts
and, if appropriate, their eligible dependents, all necessary
entry and exit visas, residence permits, exchange permits and
any other documents required for their stay in the Client’s
country while carrying out the Services under the Contract.
(c) facilitate prompt clearance through customs of any property
required for the Services and of the personal effects of the
Experts and their eligible dependents.
5.2 Access to Project The Client warrants that the Consultant shall have, free of charge,
Site unimpeded access to the Project site in respect of which access is
required for the performance of the Services. The Client will be
responsible for any damage to the Project site or any property
thereon resulting from such access and will indemnify the
Consultant and each of the Experts in respect of liability for any
such damage, unless such damage is caused by the willful default or
negligence of the Consultant or any Subconsultants or the Experts
of either of them.
5.3 Change in the If, after the Base Date, there is any change in the Applicable Law in
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GCC(B)-22 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
Applicable Law the Client’s country, including the law with respect to taxes and
duties, which increases or decreases the cost incurred by the
Consultant in performing the Services, then the remuneration and
reimbursable expenses otherwise payable to the Consultant under
this Contract shall be increased or decreased accordingly by
agreement between the Parties hereto, and corresponding
adjustments shall be made to the Contract Price specified in Clause
GCC 6.1 (a). If the Consultant has been delayed or impeded in the
performance of any of its obligations under the Contract because of
any change in the Applicable Law in the Client’s country, the
contract term shall be extended in accordance with the Clause GCC
2.6.2.
5.4 Services, (a) The Client shall make available to the Consultant and the
Facilities and Experts, for the purposes of the Services and free of any
Property of the charge, the services, facilities and property described in
Client Appendix A at the times and in the manner specified in said
Appendix A.
(b) In case that such services, facilities and property shall not be
made available to the Consultant as and when specified in
Appendix A, the Parties shall agree on (i) any time extension
that it may be appropriate to grant to the Consultant for the
performance of the Services, (ii) the manner in which the
Consultant shall procure any such services, facilities and
property from other sources, and (iii) the additional payments,
if any, to be made by the Client to the Consultant as a result
thereof pursuant to Clause GCC 6.1 (b).
5.5 Counterpart (a) The Client shall make available to the Consultant free of
Personnel charge such professional and support counterpart personnel, to
be nominated by the Client with the Consultant’s advice, if
specified in Appendix A.
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-23
6.2 Remuneration (a) The remuneration expenses shall be paid in accordance with
and the schedule under SCC 6.5 (a).
Reimbursable
Expenses (b) The reimbursable expenses shall be paid in accordance with
Sub-Clause SCC.
6.3 Duties, Taxes and (a) The Consultant, Subconsultants and Experts are responsible
Levies for meeting all liabilities with respect of duties, taxes and
levies arising out of the Contract, both in the Client’s country
and abroad, except as otherwise provided in the SCC.
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GCC(B)-24 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
documentation.
6.4 Currency of Any payment under this Contract shall be made in the currency(ies)
Payment specified in the SCC.
6.5 Terms and Billings and payments in respect of the Services shall be made as
Conditions of follows:
Payment (a) Payments shall be made according to the payment schedule
stated in the SCC.
(b) Unless otherwise stated in the SCC, the advance payment
shall be made after the receipt of the advance payment security
and the invoice for advance payment.
(c) All payments under this Contract shall be made to the accounts
of the Consultant specified in the SCC.
(d) Payments in respect of remuneration or reimbursable expenses,
which exceed the amounts for these items as set forth in
Appendices D and E, may be charged to the Provisional Sum
for Contingency Allowance, provided for foreign and local
currencies only if such expenses were approved by the Client
prior to being incurred.
(e) With the exception of the final payment specified in the SCC
6.5(a), payments do not constitute acceptance of the Services
nor relieve the Consultant of any obligations hereunder.
6.6 JICA (a) Any payments payable from the proceeds of the Loan shall be
Disbursement made through the disbursement procedure as stated in the
Procedure SCC.
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-25
(b) Any Payment payable from any source of finance other than
the Loan Agreement shall be made directly by the Client.
6.7 Interest on If the Consultant does not receive payment in accordance with
Delayed Clause SCC 6.5(a), the Consultant shall be entitled to receive
Payments financing charges compounded monthly on the amount unpaid
during the period of delay. This period shall commence on the date
for payment as specified in Clause SCC 6.5(a).
6.8 Adjustment for If so specified in the SCC, the amounts payable to the Consultant
Changes in Cost under Clause GCC 6.1(b) shall be adjusted for rises or falls in the
cost of Remuneration and Reimbursable Expenses, by the addition or
deduction of the amounts determined by the formulae prescribed in
this Clause. Otherwise this Sub-Clause shall not apply.
For the purposes of this Clause, “table of adjustment data” means the
completed table of adjustment data for local and foreign currencies
included in Appendix F. If there is no such table of adjustment data,
this Clause shall not apply.
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GCC(B)-26 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
8. SETTLEMENT OF DISPUTES
8.1 Amicable The Parties shall seek to resolve any dispute amicably by mutual
Settlement consultation.
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Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract) GCC(B)-27
writing within fourteen (14) days after receipt. If that Party fails to
respond within fourteen (14) days, or the dispute cannot be
amicably settled within fourteen (14) days following the response of
that Party, Clause GCC 8.2 shall apply.
8.2 Dispute Any dispute between the Parties as to matters arising pursuant to
Resolution this Contract that cannot be settled amicably according to Clause
GCC 8.1 shall be submitted by either Party for settlement
proceedings in accordance with the following provisions:
(i) Mediation
The Parties may agree to submit any dispute or disagreement
that has not been settled amicably according to Clause GCC
8.1 to settlement proceedings under the "ICC ADR Rules"
(Rules of Amicable Dispute Resolution of the International
Chamber of Commerce).
(ii) Arbitration
- 259 -
GCC(B)-28 Section VIII. General Conditions of Contract (Option B: Lump-Sum Contract)
- 260 -
Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract)
Clause numbers in the SCC correspond to those in the GCC. Whenever there is a conflict, the
provisions herein shall prevail over those in the GCC.
Clauses 1.1(f) & 1.6, 1.8, 1.9, 6.1(a), 6.4 and 6.5(a) shall be kept blank during the proposal
stage but shall be filled in with the relevant data prior to signing of the Contract, when such
data is known.
The “boxed” notes and italicized notes in this section are not part of the Request for Proposals,
but contain guidelines and instructions for the Client. They shall be deleted from the actual
Request for Proposals to be issued to the Consultants except for Clauses 1.8, 6.1(a) and 6.5(f)
which shall only be deleted when the relevant data is filled in prior to signing of the Contract.
The lump-sum contract is normally used when the definition of the task to be performed is
clear and unambiguous, when the commercial risks taken by the Consultant are relatively low
and when therefore the Consultant is paid according to a schedule of payment based on the
delivery of outputs under lump-sum payment.
While the lump-sum payment of the remuneration expenses allows the Consultant to mobilize
the Expert flexibly and efficiency in terms of the working environment, the lump-sum
payment of the reimbursable expenses may increase uncertainty due to the factor beyond the
control of the Consultant. Thus, it is option to pay the reimbursable expenses that are actually
and reasonably incurred by the Consultant in the performance of the Services. The instruction
for preparing the specific provisions to pay the reimbursable expenses in this method are
provided in the Guidance for preparing specific provisions for the Lump Sum Contract.
- 261 -
- 262 -
Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract) SCC(B)-1
1.1 (a) The Applicable Guidelines are those published in [insert the date of
issuance of the Guidelines applicable to this Contract (April 2012, March
2009 or October 1999.)]
1.1(b) The Contract shall be construed in accordance with the law of [insert
country name, if different from the law of the Client’s country. Otherwise
state that “this Clause SCC 1.1(b) is not applicable.”]
1.1(e) & 1.6 Client’s name and address: [insert Client’s name, address and telephone
number]
1.1(f) & 1.6 Consultant’s name and address: [insert Consultant’s name, address and
telephone number]
1.4 The Contract shall be executed in [insert one of the following Japanese,
English, French, or Spanish]
[If the Consultant consists of a JV, then the name of the firm whose address
is specified in Clause SCC 1.6 shall be inserted here. If the Consultant
consists only of a single firm, then delete the above and state “This Clause
SCC 1.8 is not applicable.”]
2.1(c) The advance payment security and the invoice shall be submitted within
[insert number of days] days following the receipt of the notice.
[If the advance payment security and the invoice shall be submitted within
a period exceeding 14 days, indicate the period above. If the period is 14
days, delete the above and state “This Clause SCC 2.1(c) is not
applicable.”]
2.2 The time period shall be [insert time period if different from that stated in
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SCC(B)-2 Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract)
Clause GCC 2.2. Otherwise delete the above and state “This Clause SCC
2.2 is not applicable”].
2.4 The time period shall be [insert time period, e.g.: thirty-six months].
3.4 (e) (i) The number of months shall be [insert number, if different from that stated
in Clause GCC 3.4(e)(i); otherwise delete the above and state “This Clause
SCC 3.4(e)(i) is not applicable”]
3.4 (e) (ii) The ceiling on Consultant’s liability shall be limited to the product of
[insert a multiplier, usually equivalent to 1.0 or less] multiplied by the
Contract Price.
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Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract) SCC(B)-3
3.8 The Client is entitled to use the documents prepared by the Consultant
under this Contract for other projects, [insert “with” or “without” as
appropriate] prior written permission of the Consultant.
[If the Client is entitled to use the documents prepared by the Consultant
under this Contract for other projects, then choose the appropriate
wording above; otherwise delete the above and state “This Clause SCC
3.8 is not applicable.”.]
5.1 (a) through [Insert list of any changes or additions to assistance and exceptions
(f) specified in Clause GCC 5.1(a) to (f), consistent with the TOR. If none,
state “This Clause SCC 5.1(a) through (f) is not applicable.”]
6.1(a) The Contract Price is: [insert amount and currency for each currency, as
applicable]
6.2(b) [When the reimbursable expenses shall be paid in the schedule under Sub-
Clause SCC 6.5(a), insert the following.]
The reimbursable expenses shall be paid in accordance with the schedule
under SCC 6.5 (a).
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SCC(B)-4 Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract)
[When the reimbursable expenses shall be paid on the basis actually and
reasonably incurred by the Consultant in the performance of the Services,
refer to Guidance for preparing Specific Provisions for the Lump-Sum
Contract.]
6.3 (a) & (b) [All relevant information on the Consultant’s liabilities with respect of
duties, taxes and levies in this provision shall be consistent with DS
11.2(c).
The Client shall indicate clearly which taxes, duties and levies are
exempted and the relevant exemption categories (as described below), in
accordance with the Exchange of Notes between the Client’s country and
the Government of Japan, and under the law of the Client’s country.
If the liabilities as to taxes, duties and levies shall be solely borne by the
Consultant, delete all below and state “This SCC 6.3 (a) & (b) is not
applicable.”.]
Exemptions from duties, taxes or levies which are described under this
SCC 6.3 (a) & (b) fall into two categories, namely:
(i) & (ii) duties, taxes and levies listed in the table below shall be
exempted.
[The Client shall add or modify tax liabilities as appropriate and indicate
the exemption category of each of them in the table below.]
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Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract) SCC(B)-5
(iii) duties, taxes and levies listed below shall be paid by the Client on behalf of the Consu
[insert list of duties, taxes and levies]
[Indicate in the table below, any other tax exemptions available to the
Consultant in accordance with the law of the Client’s country. If there is
none, delete the paragraph below in its entirety.]
B. In addition to the above, in accordance with the law of the Client’s
country:
(i) & (ii) duties, taxes and levies listed in the table below shall be
exempted.
No. Duty/ Tax/ Levy Exemption Category
1 [insert duty/ tax/ [indicate whether “No Pay” or “Pay
levy] & Reimburse”]
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SCC(B)-6 Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract)
6.5(a) [This provision shall be specifically drafted for each assignment. The
following is a sample provision and some guidance for the drafter. When
the reimbursable expenses shall be paid on the basis actually and
reasonable incurred by the Consultant, this SCC 6.5 (a) should be
prepared taking into account of Guidance for preparing Specific
Provisions for the Lump-Sum Contract.]
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Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract) SCC(B)-7
The payment for (b), (c) and (d) above can be withhold if the Client does
not approve the submitted deliverable(s) as satisfactory in which case the
Client shall provide comments to the Consultant within the same fifty-six
(56) days period. The Consultant shall thereupon promptly make any
necessary corrections, and thereafter the foregoing process shall be
repeated.
The payment for (e) above shall be deemed approved by the Client within
eighty-four (84) days after receipt of the final report by the Client unless
the Client, within such eighty-four (84) day period, gives written notice to
the Consultant specifying in detail deficiencies in the Services. The
Consultant shall thereupon promptly make any necessary corrections, and
thereafter the foregoing process shall be repeated.
[If the advance payment security shall be valid for a period different from
that specified in GCC, insert the following: Otherwise, delete this SCC.]
The advance payment security shall be valid until [insert the period].
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SCC(B)-8 Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract)
(b) foreign currency, payable from the proceeds of the Loan shall be made
through [state the relevant disbursement procedure as set forth in the
Loan Agreement].
The brochures describing the JICA’s Disbursement Procedures above are
available at:
https://www.jica.go.jp/english/our_work/types_of_assistance/oda _loans
/oda_op_info/procedure/index.html.
6.8 [Insert the following if the Contract Price is adjustable. Otherwise delete
this SCC entirely.]
The Contract Price shall be adjusted for rises and falls of cost of
Remuneration and Reimbursable Expenses.
[Insert the following if the Contract Price is adjustable, and the periods of
adjustment are different from: 12 months commencing from 13th calendar
month after the Contract signing date in the case of remuneration, and 3
months commencing from 4th calendar month after the Contract signing
date; otherwise delete the following entirety.]
- 270 -
Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract) SCC(B)-9
- 271 -
SCC(B)-10 Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract)
This guidance is intended to assist the writers of the project specific provisions by providing
options for certain Sub-Clauses where appropriate.
The lump-sum contract is normally used when the definition of the task to be performed is
clear and unambiguous, when the commercial risks taken by the Consultant are relatively
low and when therefore the Consultant is paid according to a schedule of payment based on
the delivery of outputs under lump-sum payment.
While the lump-sum payment of the remuneration expenses allows the Consultant to
mobilize the Expert flexibly and efficiency in terms of the location of the Services, the lump-
sum payment of the reimbursable expenses may increase uncertainty due to the factor
beyond the control of the Consultant. Thus, it is option to pay the reimbursable expenses that
are actually and reasonably incurred by the Consultant in the performance of the Services.
The instruction for preparing the specific provisions to pay the reimbursable expenses in this
method are provided in this Guidance.
“Guidance for preparing Project Specific Provisions for the Lump-Sum Contract” shall
be deleted from the actual RFP to be issued to the Consutants.
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Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract) SCC(B)-11
The Client shall pay to the Consultant reimbursable expenses on the basis of Unit
Rate Reimbursement (URR) or Actual Cost Reimbursement (ACR) described below.
The reimbursable expenses consist of:
(i) Unit Rate Reimbursement (URR) means the expenses which are reimbursed by
the Client based on the Contract unit rates as adjusted in accordance with the Clause
GCC 6.8, upon incurring of such expense by the Consultant or elapse of the relevant
interval or period indicated in the Contract (such as months). For this
reimbursements, submission of any evidence of expenses incurred (such as receipt,
delivery records, tickets) is not required in Clause SCC 6.5(a) and price adjustments
stipulated in Clause GCC 6.8 shall apply.
(ii) Actual Cost Reimbursement (ACR) means the expenses which are reimbursed
by the Client based on the actual cost incurred by the Consultant upon incurring of
such expense. For such reimbursements, submission of evidence of expenses incurred
(such as receipt, delivery records, tickets) is required, and price adjustments stipulated
in the Clause GCC 6.8 shall not apply.
6.5(a) [When the reimbursable expenses is paid on the basis actually and reasonably incurred
by the Consultant in the performance of the Services, SCC 6.5 (a) should be specifically
drafted for each assignment. The following descriptions are indicative only.]
[Remuneration expenses]
Payments of the remuneration portion of the Contract Price shall be made according
to the following schedule:
(a) Twenty (20) percent of the Sub-Total of remuneration portion of the Contract
Price shall be paid within twenty-eight (28) days after the receipt of the advance
payment security and the invoice for advance payment.
(b) Ten (10) percent of the Sub-Total of remuneration portion of the Contract Price
shall be paid within fifty-six (56) days after the receipt by the Client of the
inception report and the invoice.
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SCC(B)-12 Section IX. Special Conditions of Contract (Option B: Lump-Sum Contract)
(e) Twenty (20) percent of Sub-Total of remuneration portion of the Contract Price
shall be paid within eighty-four (84) days after the approval by the Client of the
final report and the invoice.
The payment for (b), (c) and (d) above can be withheld if the Client does not
approve the submitted deliverable(s) as satisfactory in which case the Client shall
provide comments to the Consultant within the same fifty-six (56) days period. The
Consultant shall thereupon promptly make any necessary corrections, and thereafter
the foregoing process shall be repeated.
The payment for (e) above shall be deemed approved by the Client within eighty-
four (84) days after receipt of the final report by the Client unless the Client, within
such eighty-four (84) day period, gives written notice to the Consultant specifying
in detail deficiencies in the Services. The Consultant shall thereupon promptly make
any necessary corrections, and thereafter the foregoing process shall be repeated.
[Reimbursable expenses]
The Consultant is entitled to request payment for the reimbursable expenses which
has already incurred at the time the respective remuneration expenses in (b), (c), (d)
and (e) above has been requested. The payment of reimbursable expenses can be
withheld when the corresponding payment of the remuneration is withhold.
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Section X. Appendices (Option B: Lump-Sum Contract) APP(B)-1
Section X. Appendices
The Appendices complement the Contract by describing the Services, specifying reporting
requirements, Expert schedule etc., and by providing cost data such as cost breakdowns,
price adjustment data.
The Appendices shall be finalized and completed during negotiations of Contract and shall
be attached to the Contract documents. They may be left unfilled during the proposal stage.
- 275 -
APP(B)-2 Section X. Appendices (Option B: Lump-Sum Contract)
Appendices
List of Appendices
APP(B)
Appendix A – Description of Services ...............................................................................3
Appendix B – Expert Schedule ..........................................................................................4
Appendix C – Summary of Cost Breakdown .....................................................................5
Appendix D – Remuneration Cost Breakdown ..................................................................6
Appendix E – Reimbursable Cost Breakdown ...................................................................7
Appendix F – Table of Adjustment Data............................................................................9
Appendix G – Form of Advance Payment Security.......................................................... 11
Appendix H – Acknowledgment of Compliance with Guidelines for the Employment of
Consultants under Japanese ODA Loan ..................................................................... 13
Appendix I – Eligible Source Countries of Japanese ODA Loans .................................... 14
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Section X. Appendices (Option B: Lump-Sum Contract) APP(B)-3
In accordance with Clause GCC3.7.1 Reporting Obligations, GCC 5.1, GCC 5.4(a) and GCC
5.5(a)), services, facilities properties and counterpart personnel to be provided by the Client and
the timing and manner in which they shall be provided shall be described here.]
- 277 -
APP(B)-4 Section X. Appendices (Option B: Lump-Sum Contract)
“For the purposes of this Appendix B – Expert Schedule, the following shall apply:
1. Months are counted from the start of the assignment. For each Expert, the input for home and
field work shall be indicated separately.
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Section X. Appendices (Option B: Lump-Sum Contract) APP(B)-5
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APP(B)-6 Section X. Appendices (Option B: Lump-Sum Contract)
In addition, please include the following provisions, as appropriate, if the Remuneration Cost
Breakdown to be inserted as above does not contain such provisions.]
“For the Purposes of this Appendix D – Remuneration Cost Breakdown, the following shall
apply:
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Section X. Appendices (Option B: Lump-Sum Contract) APP(B)-7
“For the Purposes of this Appendix E – Reimbursable Cost Estimates, the following shall apply:
(1) “Per Diem” means the daily rate (i.e., one rate for all locations) which shall be calculated as
the weighted average (cost per day), on the basis of 30 days per calendar month, considering
the cost of accommodation, meals and all other similar expenses, reasonably incurred by:
(a) an International Expert, when he/she works in a country other than his/ her country of
residence.
(b) a Local Expert, when he/she works at an any place other than his/ her normal place of
work.
(2) With respect of the international travel expenses, the following shall apply:
(a) International travel costs will show the airfares needed by International Experts to travel
from their home office, or regular place of work, to the field, by the most appropriate
and the most direct practicable route. Air travel cost shall be estimated by business class
for senior experts (normally more than 18 years of working experiences) except for
short-distance (less than 8 hours) flights and economy class for other experts.
(b) For International Experts spending twenty-four (24) consecutive months or more in the
Client’s country, one extra round trip will be reimbursed for every twenty-four (24)
months of assignment in the Client’s country. Such International Experts will be
entitled to such extra round trip only if upon their return to the Client’s country, such
International Experts are scheduled to serve for the purposes of the Project for a further
period of not less than six (6) consecutive months.
(c) Air transport for dependents: the cost of transportation to and from the Client’s country
of eligible dependents who shall be the spouse and not more than two (2) unmarried
dependent children under eighteen (18) years of age of those of the International
Experts assigned to resident duty in the Client’s country for the purpose of the Services
for periods of six (6) consecutive months or longer, provided that the stay of such
dependents in the Client’s country shall have been for not less than three (3) consecutive
months duration. If the assignment period for resident staff of the International Experts
will be thirty (30) months or more, one extra economy class air trip for their eligible
dependents for every twenty-four (24)-month assignment will be reimbursed.
(d) The number of round trips, the cost for each trip and destinations is shown under “air
travel”.
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APP(B)-8 Section X. Appendices (Option B: Lump-Sum Contract)
(3) A separate item “Miscellaneous Travel Expenses” is shown to cover a lump sum allowance
per round trip for processing necessary travel documents (passport, visas, travel permits),
airport taxes, transport to and from airports, inoculations, the cost of excess baggage up to
twenty (20) kilograms per person, or the equivalent in cost of unaccompanied baggage or air
freight for each International Expert and each eligible dependent, etc.
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Section X. Appendices (Option B: Lump-Sum Contract) APP(B)-9
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APP(B)-10 Section X. Appendices (Option B: Lump-Sum Contract)
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Section X. Appendices (Option B: Lump-Sum Contract) APP(B)-11
If the form given below is used, in the event of an extension of the time for completion of the
Contract, the Client would need to request an extension of this guarantee from the Guarantor.
Such request must be in writing and must be made prior to the expiration date established in the
guarantee.]
Date: __________________________________
We have been informed that [name of Consulting Firm or name of the Joint Venture, same as
appears in the signed Contract] (hereinafter called “the Consultants”) has entered into Contract No.
[reference number of the contract] dated [date] with you, for the provision of [brief description of
Services] (hereinafter called “the Contract”).
Furthermore, we understand that, according to the conditions of the Contract, an advance payment
in the sum of [amount in figures] ([amount in words]) is to be made against an advance payment
guarantee.
At the request of the Consultants, we [name of Bank] hereby irrevocably undertake to pay you any
sum or sums not exceeding in total an amount of [amount in figures] ([amount in words])1 upon
receipt by us of your first demand in writing accompanied by a written statement stating that the
Consultants are in breach of their obligation under the Contract because the Consultants have used
the advance payment for purposes other than toward providing the Services under the Contract.
1
The Guarantor shall insert an amount representing the amount of the advance payment and denominated either in
the currency(ies) of the advance payment as specified in the Contract, or in a freely convertible currency
acceptable to the Client.
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APP(B)-12 Section X. Appendices (Option B: Lump-Sum Contract)
It is a condition for any claim and payment under this guarantee to be made that the advance
payment referred to above must have been received by the Consultants on their account number
_________________ at [name and address of Bank].
This guarantee shall expire, at the latest, upon our receipt of the certified payment certificate issued
by you indicating that the total payments have reached fifty (50) percent of the Contract Price, or on
the ___ day of [month] [year] 3 whichever is earlier. Consequently, any demand for payment 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, ICC Publication No. 758.
_____________________________
[signature(s)]
Note: All italicized text is to assist in preparing this form and shall be deleted from the completed
form submitted to the Client.
3
Insert the expected expiration date.
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Section X. Appendices (Option B: Lump-Sum Contract) APP(B)-13
[The completed Form TECH-9 in Section III, Technical Proposal Forms is used for this Appendix.]
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APP(B)-14 Section X. Appendices (Option B: Lump-Sum Contract)
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