F

REPUBLIC OF MALAWI

NORTHERN REGION WATER BOARD

Request for Proposals

Consulting Services

Procurement of: NRWB/RFP/C/11

RFP No: NRWB/RU/C/11

Consulting Services for: Implementation of ERP for Customer Services
Improvement
Client: Northern Region Water Board
Country: Malawi
Issued on: 29th April 2025
 1

Table of Contents

Part I .............................................................................................................................................................. 7
Section 1. Request for Proposal Letter ............................................................................................... 7
Section 2. Instructions to Consultants and Data Sheet ................................................................ 13
A. General Provisions ............................................................................................................................ 13
1. Definitions ........................................................................................................................... 13
2. Introduction ........................................................................................................................ 15
3. Conflict of Interest ............................................................................................................ 15
4. Unfair Competitive Advantage .................................................................................... 16
5. Fraud and Corruption...................................................................................................... 16
6. Eligibility ............................................................................................................................... 17
B. Preparation of Proposals................................................................................................................. 19
7. General Considerations .................................................................................................. 19
8. Cost of Preparation of Proposal .................................................................................. 19
9. Language ............................................................................................................................. 19
10. Documents Comprising the Proposal ....................................................................... 19
11. Only One Proposal ........................................................................................................... 19

13. Clarification and Amendment of RFP ........................................................................ 21

14. Preparation of Proposals Specific Considerations ................................................ 21
15. Technical Proposal Format and Content .................................................................. 23
16. Financial Proposal ............................................................................................................. 23
C. Submission, Opening and Evaluation ......................................................................................... 24
17. Submission, Sealing, and Marking of Proposals.................................................... 24
18. Confidentiality .................................................................................................................... 25
19. Opening of Technical Proposals.................................................................................. 25
20. Proposals Evaluation ....................................................................................................... 26
21. Evaluation of Technical Proposals .............................................................................. 26
22. Financial Proposals for QBS .......................................................................................... 26
23. Public Opening of Financial Proposals (for QCBS, FBS, and LCS methods). 27
24. Correction of Errors.......................................................................................................... 28
25. Taxes ...................................................................................................................................... 28
26. Conversion to Single Currency .................................................................................... 29
27. Combined Quality and Cost Evaluation.................................................................... 29
D. Negotiations and Award................................................................................................................. 29
28. Negotiations ....................................................................................................................... 29
29. Conclusion of Negotiations .......................................................................................... 31
30. Standstill Period ................................................................................................................ 31
31. Notification of Intention to Award ............................................................................. 31
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32. Notification of Award ...................................................................................................... 32

33. Debriefing by the Client ................................................................................................. 33
34. Signing of Contract .......................................................................................................... 33
35. Procurement Related Complaint ................................................................................. 33

Section 2. Instructions to Consultants .............................................................................................. 34

Section 3. Technical Proposal – Standard Forms .......................................................................... 45
Checklist of Required Forms ................................................................................................................ 45
Form TECH-1 ............................................................................................................................................ 47
Form TECH-2 ............................................................................................................................................ 50
Form TECH-3 ............................................................................................................................................ 52
Form TECH-4 ............................................................................................................................................ 53
Form TECH-4 ............................................................................................................................................ 54
Form TECH-5 ............................................................................................................................................ 55
Form TECH-6 ............................................................................................................................................ 56

Section 4. Financial Proposal - Standard Forms ........................................................................... 61

Section 5. Eligible Countries ............................................................................................................... 73
Section 6. Fraud and Corruption ....................................................................................................... 75
Section 7. Terms of Reference............................................................................................................ 79

PART II ...................................................................................................................................................... 131

Section 8. Conditions of Contract and Contract Forms ............................................................. 131
Time-Based Form of Contract ........................................................................................................... 133
Preface..................................................................................................... Error! Bookmark not defined.
Contract for Consulting Services - Time-Based .......................... Error! Bookmark not defined.
I. Form of Contract .............................................................................. Error! Bookmark not defined.
II. General Conditions of Contract.................................................... Error! Bookmark not defined.
A. GENERAL PROVISIONS ........................................................................ Error! Bookmark not defined.
1. Definitions ...................................................................... Error! Bookmark not defined.
2. Relationship between the Parties........................... Error! Bookmark not defined.
3. Law Governing Contract ............................................ Error! Bookmark not defined.
4. Language ........................................................................ Error! Bookmark not defined.
5. Headings ......................................................................... Error! Bookmark not defined.
6. Communications .......................................................... Error! Bookmark not defined.
7. Location ........................................................................... Error! Bookmark not defined.
8. Authority of Member in Charge ............................. Error! Bookmark not defined.
9. Authorized Representatives ..................................... Error! Bookmark not defined.
10. Fraud and Corruption; and Eligibility .................... Error! Bookmark not defined.
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B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT ............... Error!

Bookmark not defined.
11. Effectiveness of Contract ........................................... Error! Bookmark not defined.
12. Termination of Contract for Failure to Become Effective Error! Bookmark not
defined.
13. Commencement of Services .................................... Error! Bookmark not defined.
14. Expiration of Contract ................................................ Error! Bookmark not defined.
15. Entire Agreement ......................................................... Error! Bookmark not defined.
16. Modifications or Variations ...................................... Error! Bookmark not defined.
17. Force Majeure ............................................................... Error! Bookmark not defined.
18. Suspension ..................................................................... Error! Bookmark not defined.
19. Termination .................................................................... Error! Bookmark not defined.
C. OBLIGATIONS OF THE CONSULTANT .................................................. Error! Bookmark not defined.
20. General............................................................................. Error! Bookmark not defined.
21. Conflict of Interest ....................................................... Error! Bookmark not defined.
22. Confidentiality ............................................................... Error! Bookmark not defined.
23. Liability of the Consultant ......................................... Error! Bookmark not defined.
24. Insurance to be taken out by the Consultant .... Error! Bookmark not defined.
25. Accounting, Inspection and Auditing ................... Error! Bookmark not defined.
26. Reporting Obligations ................................................ Error! Bookmark not defined.
27. Proprietary Rights of the Client in Reports and Records Error! Bookmark not
defined.
28. Equipment, Vehicles and Materials ....................... Error! Bookmark not defined.
D. CONSULTANT’S EXPERTS AND SUB-CONSULTANTS ......................... Error! Bookmark not defined.
29. Description of Key Experts ........................................ Error! Bookmark not defined.
30. Replacement of Key Experts .................................... Error! Bookmark not defined.
31. Approval of Additional Key Experts ...................... Error! Bookmark not defined.
32. Removal of Experts or Sub-consultants ............... Error! Bookmark not defined.
33. Replacement/ Removal of Experts – Impact on Payments .... Error! Bookmark
not defined.
34. Working Hours, Overtime, Leave, etc. .................. Error! Bookmark not defined.
E. OBLIGATIONS OF THE CLIENT.............................................................. Error! Bookmark not defined.
35. Assistance and Exemptions ...................................... Error! Bookmark not defined.
36. Access to Project Site ................................................. Error! Bookmark not defined.
37. Change in the Applicable Law Related to Taxes and Duties . Error! Bookmark
not defined.
38. Services, Facilities and Property of the Client .... Error! Bookmark not defined.
39. Counterpart Personnel ............................................... Error! Bookmark not defined.
40. Payment Obligation .................................................... Error! Bookmark not defined.
F. PAYMENTS TO THE CONSULTANT ....................................................... Error! Bookmark not defined.
41. Ceiling Amount ............................................................. Error! Bookmark not defined.
42. Remuneration and Reimbursable Expenses ....... Error! Bookmark not defined.
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43. Taxes and Duties .......................................................... Error! Bookmark not defined.

44. Currency of Payment .................................................. Error! Bookmark not defined.
45. Mode of Billing and Payment .................................. Error! Bookmark not defined.
46. Interest on Delayed Payments ................................ Error! Bookmark not defined.
G. FAIRNESS AND GOOD FAITH .............................................................. Error! Bookmark not defined.
47. Good Faith ...................................................................... Error! Bookmark not defined.
H. SETTLEMENT OF DISPUTES.................................................................. Error! Bookmark not defined.
48. Amicable Settlement................................................... Error! Bookmark not defined.
49. Dispute Resolution ...................................................... Error! Bookmark not defined.

Attachment 1-Fraud and Corruption.............................................. Error! Bookmark not defined.

Attachment 2-Eligible Countries...................................................... Error! Bookmark not defined.
III. Special Conditions of Contract ................................................ Error! Bookmark not defined.
IV. Appendices .................................................................................... Error! Bookmark not defined.
Appendix A – Terms of Reference ................................ Error! Bookmark not defined.
Appendix B - Key Experts ................................................ Error! Bookmark not defined.
Appendix C – Remuneration Cost Estimates ............ Error! Bookmark not defined.
Appendix D – Reimbursable Expenses Cost Estimates .......... Error! Bookmark not
defined.
Appendix E - Form of Advance Payments Guarantee ............ Error! Bookmark not
defined.

Lump-Sum Form of Contract............................................................................................................. 133

Preface...................................................................................................................................................... 137
Contract for Consultant’s Services - Lump-Sum .......................................................................... 138
I. Form of Contract ............................................................................................................................... 139
II. General Conditions of Contract .................................................................................................... 143
A. GENERAL PROVISIONS ......................................................................................................................... 143
1. Definitions ........................................................................................................................ 143
2. Relationship between the Parties............................................................................. 145
3. Law Governing Contract .............................................................................................. 145
4. Language .......................................................................................................................... 145
5. Headings ........................................................................................................................... 145
6. Communications ............................................................................................................ 145
7. Location ............................................................................................................................. 145
8. Authority of Member in Charge ............................................................................... 145
9. Authorized Representatives ....................................................................................... 146
10. Fraud and Corruption; and Eligibility ...................................................................... 146
B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT ................... 147
11. Effectiveness of Contract ............................................................................................. 147
 5

12. Termination of Contract for Failure to Become Effective ................................ 147

13. Commencement of Services ...................................................................................... 147
14. Expiration of Contract .................................................................................................. 147
15. Entire Agreement ........................................................................................................... 147
16. Modifications or Variations ........................................................................................ 147
17. Force Majeure ................................................................................................................. 147
18. Suspension ....................................................................................................................... 149
19. Termination ...................................................................................................................... 149
C. OBLIGATIONS OF THE CONSULTANT ................................................................................................... 152
20. General............................................................................................................................... 152
21. Conflict of Interest ......................................................................................................... 153
22. Confidentiality ................................................................................................................. 154
23. Liability of the Consultant ........................................................................................... 154
24. Insurance to be taken out by the Consultant ...................................................... 154
25. Accounting, Inspection and Auditing ..................................................................... 154
26. Reporting Obligations .................................................................................................. 155
27. Proprietary Rights of the Client in Reports and Records................................. 155
28. Equipment, Vehicles and Materials ......................................................................... 156
D. CONSULTANT’S EXPERTS AND SUB-CONSULTANTS .......................................................................... 156
29. Description of Key Experts .......................................................................................... 156
30. Replacement of Key Experts ...................................................................................... 156
31. Removal of Experts or Sub-consultants ................................................................. 156
E. OBLIGATIONS OF THE CLIENT............................................................................................................... 157
32. Assistance and Exemptions ........................................................................................ 157
33. Access to Project Site ................................................................................................... 158
34. Change in the Applicable Law Related to Taxes and Duties........................... 158
35. Services, Facilities and Property of the Client ...................................................... 158
36. Counterpart Personnel ................................................................................................. 158
37. Payment Obligation ...................................................................................................... 159
F. PAYMENTS TO THE CONSULTANT ........................................................................................................ 159
38. Contract Price .................................................................................................................. 159
39. Taxes and Duties ............................................................................................................ 159
40. Currency of Payment .................................................................................................... 159
41. Mode of Billing and Payment .................................................................................... 159
42. Interest on Delayed Payments .................................................................................. 161
G. FAIRNESS AND GOOD FAITH ............................................................................................................... 161
43. Good Faith ........................................................................................................................ 161
H. SETTLEMENT OF DISPUTES................................................................................................................... 161
44. Amicable Settlement..................................................................................................... 161
45. Dispute Resolution ........................................................................................................ 161
III. Special Conditions of Contract .................................................................................................... 167
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IV. Appendices ....................................................................................................................................... 177

Appendix A – Terms of Reference .................................................................................. 177
Appendix B - Key Experts .................................................................................................. 177
Appendix C – Breakdown of Contract Price ................................................................ 177
Appendix D - Form of Advance Payments Guarantee ............................................ 180

Part III ....................................................................................................................................................... 182

Section 9. Notification of Intention to Award and Beneficial Ownership Forms ................ 182
Notification of Intention to Award ................................................................................................... 183
Section 1. Request for Proposal Letter 7

Part I
Section 1. Request for Proposal Letter
Section 1. Request for Proposal Letter 8

Request for Proposal Letter

Consulting Services

Name of Assignment: Implementation of ERP for Customer Services Improvement.

RFP Reference No.: NRWB/RU/C/11
Loan No./Credit No./ Grant No.: P-MW-E00-013
Country: Malawi
Date: 28th April 2025

[insert: Name and Address of Consultant. In case of a Joint Venture (JV), full name of
the JV and the names of each member as in the submitted Expression of Interest1shall
be used]

Dear Mr. /Ms.:

1. The Government of Malawi (the Recipient) has been allocated grant funds (the
“Grant”) from the African Development Fund which are administered by the African
Development Bank (the “Bank”) and executed by the Northern Region Water Board
(“the Client”). The Client intends to apply the funds to eligible payments under the
contract for which this Request for Proposals is issued. Payments by the Bank will
be made only at the request of the Government of Malawi and upon approval by
the Bank, and will be subject, in all respects, to the terms and conditions of the
grant agreement. The grant agreement prohibits a withdrawal from the grant
account for the purpose of any payment to persons or entities, or for any import
of goods, if such payment or import, to the knowledge of the Bank, is prohibited
by a decision of the United Nations Security council taken under Chapter VII of the
Charter of the United Nations. No party other than the Recipient shall derive any
rights from the grant agreement or have any claims to the proceeds of the grant:
“For this contract, the Borrower shall process the payments using the Direct Payment
disbursement method, as defined in the Bank’s Disbursement Guidelines for
Investment Project Financing.”]

2. The Client now invites proposals to provide the following consulting services
(hereinafter called “Services”): Implementation of ERP for Customer Services

1
[While seeking” Expressions of Interest“(EOI) all interested parties may be informed about provisions under ITC 12.9 and
14 about limitations, exceptions and any mandatory requirements with respect to JVs, sub-contractors and individuals in
order for them to submit EOI keeping such requirements in view as well as provisions under ITC 23.5 for information of
those who wish to attend the Public Opening of Financial Proposals].
Section 1. Request for Proposal Letter 9

Improvement. More details on the Services are provided in the Terms of Reference
(Section 7).

3. This Request for Proposals (RFP) has been addressed to the following shortlisted
Consultants:

a. Arab Soft (Tunisia)

b. Indra Soluciones Tecnologías de la Información S.L.U (Spain)
c. Green4Digital, Engineering Design and Management Systems (EDAMS) and
Payspace (Malawi)
d. Impax Business Solutions Limited, & Wonderkid Multimedia Limited and
Tech Edge ICT Solutions Partnership (Kenya)
e. Ernst and Young Global (Malawi)

4. It is not permissible to transfer this RFP to any other firm.

5. A firm will be selected under Quality and Cost-Based Selection (QCBS) procedures
and in a Full Technical Proposal (FTP) format as described in this RFP, in accordance
with the Bank’s “Procurement Framework for Borrowers” AfDB Procurement
Framework dated October 2015 (“Procurement Framework”), which can be found at
the following website: www.afdb.org. The RFP includes the following documents:

Section 1 – Request for Proposals Letter

Section 2 - Instructions to Consultants and Data Sheet
Section 3 - Technical Proposal (FTP) - Standard Forms
Section 4 - Financial Proposal - Standard Forms
Section 5 – Eligible Countries
Section 6 – Fraud and Corruption
Section 7 - Terms of Reference
Section 8 - Standard Forms of Contract (Time-Based)
Section 9 – Notification of Intention to Award and Beneficial Ownership Forms

6. Please inform us by 5th May 2025, in writing at

The IPDC Chairperson
Northern Region Water Board
Bloemwater Street
Kawiluwilu House
Private Bag 94
Mzuzu
Malawi
or by E-mail [email protected] ; [email protected]

(a) that you have received this Request for Proposals;

Section 1. Request for Proposal Letter 10

(b) whether you intend to submit a proposal alone or intend to enhance your
experience by requesting permission to associate with other firm(s) (if
permissible under Section 2, Instructions to Consultants (ITC), Data Sheet
14.1.1);
(c) except where Consultant shortlisted has obtained Client’s permission for any
change in composition of the Consultant prior to the deadline for submission
of proposals, any proposal received from a Consultant with a different
composition other than that shortlisted under paragraph 3 shall be rejected.
This rule is applicable for any change effected by addition into or removal
from the Consultant shortlisted (e.g. a JV member or a sub-consultant) as
well as changes resulting from their liability or responsibilities e.g. from joint
venture proposed previously requesting to change to sub-consultancy and
vice-versa among firms named within such shortlisted Consultant. As such,
any request for change must be made in time as per paragraph (d) below;
and
(d) pursuant to 6 (b) and (c) above, all requests for permission must be received
by the Client not later than 14 days from the date of issue of this Request for
Proposal letter. The Client shall consider all relevant implications of any
changes which have been requested before granting or refusing the
permission which will be promptly notified to the Consultant. For any
changes in composition within the shortlisted Consultant, the Consultant
should note that it risks being declared unqualified for the shortlist which
may result in its removal from the shortlist if in the opinion of the Client,
which will be final, that it would adversely affect economy, efficiency and
competition, and/or the Consultant’s qualification.

7. Attention is drawn to the Procurement Framework requiring the Borrower to disclose

information on the successful Consultant’s beneficial ownership, as part of the
Contract Award Notice, using the Beneficial Ownership Disclosure Form as included
in the Request for Proposals.”]

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

Yours sincerely,

Northern Region Water Board

Eng. C.B. Mwafulirwa, IPDC Chairperson
Bloemwater Street
Kawiluwilu House
Private Bag 94
Section 1. Request for Proposal Letter 11

Mzuzu
Malawi
+265 994 060 591
+265 1 310 082
[email protected]
[email protected]
[email protected]
[email protected]
Section 2. Instructions to Consultants (ITC) 13

Section 2. Instructions to Consultants and Data Sheet

A. General Provisions

1. Definitions

(a) “Affiliate(s)” means an individual or an entity that directly or indirectly controls,

is controlled by, or is under common control with the Consultant.

(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
Data Sheet, as they may be issued and in force from time to time.

(c) “Bank” means the specific financing institution named in the Data Sheet

(d) “Borrower” means the Government, Government agency or other entity that
signs the grant agreement with the Bank.

(e) “Client” means the implementing agency that signs the Contract for the
Services with the selected Consultant.

(f) “Consultant” means a legally-established professional consulting firm or an

entity that may provide or provides the Services to the Client under the
Contract.

(g) “Contract” means a legally binding written agreement signed between the
Client and the Consultant and includes all the attached documents listed in its
Clause 1 (the General Conditions of Contract (GCC), the Special Conditions of
Contract (SCC), and the Appendices).

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

(i) “Day” means a calendar day, unless otherwise specified as “Business Day”. A
Business Day is any day that is an official working day of the Borrower. It
excludes the Borrower’s official public holidays.

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

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

(l) “in writing” means communicated in written form (e.g. by mail, e-mail, fax,
including, if specified in the Data Sheet, distributed or received through the
electronic-procurement system used by the Client) with proof of receipt;
Section 2. Instructions to Consultants (ITC) 14

(m) “Joint Venture (hereinafter called JV)” means an association with or without a
legal personality distinct from that of its members, of more than one Consultant
where one member has the authority to conduct all business for and on behalf
of any and all the members of the JV, and where the members of the JV are
jointly and severally liable to the Client for the performance of the Contract
unless otherwise specified elsewhere in the Instructions to Consultants. If an
exception to joint and several liability is allowed for a contract, the exception
shall apply throughout including during the implementation of the contract
and shall be deemed to be applicable wherever joint and several liability
requirements has been specified even if the exception has not been repeated
or highlighted therein.

(n) “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 CV is taken into account in the technical evaluation of
the Consultant’s proposal. Any specific requirements regarding “Key Experts”
as applicable to this contract are specified in the Data Sheet.

(o) “ITC” (this Section 2 of the RFP) means the Instructions to Consultants that
provides the shortlisted Consultants with all information needed to prepare
their Proposals.

(p) “Non-Key Expert(s)” means an individual professional provided by the

Consultant or its Sub-consultant and who is assigned to perform the Services
or any part thereof under the Contract and whose CVs are not evaluated
individually.

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

(r) “RFP” means the Request for Proposals to be prepared by the Client for the
selection of Consultants, based on the SBD – RFP.

(s) “SBD – RFP” means the Standard Bidding Document – Request for Proposals,
which must be used by the Client as the basis for the preparation of the RFP.

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

(u) “Sub-consultant” means an entity to whom the Consultant intends to

subcontract any part of the Services while the Consultant remains responsible
to the Client during the whole performance of the Contract.

(v) “Terms of Reference (TORs)” (this Section 7 of the RFP) means the Terms of
Reference that explains the objectives, scope of work, activities, and tasks to be
performed, respective responsibilities of the Client and the Consultant, and
expected results and deliverables of the assignment.
Section 2. Instructions to Consultants (ITC) 15

(w) “ESHS” means environmental, social (including sexual exploitation and abuse
(SEA) and Sexual Harassment.

2. Introduction

2.1 The Client named in the Data Sheet intends to select a Consultant from those
listed in the Request for Proposals (RFP), in accordance with the method of
selection specified in the Data Sheet.

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

2.3 The Consultants should familiarize themselves with the local conditions and
take them into account in preparing their Proposals, including attending a pre-
proposal conference if one is specified in the Data Sheet. Attending any such
pre-proposal conference is optional and is at the Consultants’ expense.

2.4 The Client will timely provide, at no cost to the Consultants, the inputs, relevant
project data, and reports required for the preparation of the Consultant’s
Proposal as specified in the Data Sheet.

3. Conflict of Interest

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.

3.2 The Consultant has an obligation to disclose to the Client any situation of actual
or potential conflict that impacts its capacity to serve the best interest of its
Client. Failure to disclose such situations may lead to the disqualification of the
Consultant or the termination of its Contract and/or sanctions by the Bank.

3.2.1 Without limitation on the generality of the foregoing, the Consultant

shall not be hired under the circumstances set forth below:

a. Conflicting Activities
(i) Conflict between consulting activities and procurement of goods, works
or non-consulting services: a firm that has been engaged by the Client to
provide goods, works, or non-consulting services for a project, or any of
its Affiliates, shall be disqualified from providing consulting services
resulting from or directly related to those goods, works, or non-
consulting services. Conversely, a firm hired to provide consulting
Section 2. Instructions to Consultants (ITC) 16

services for the preparation or implementation of a project, or any of its

Affiliates, shall be disqualified from subsequently providing goods or
works or non-consulting services resulting from or directly related to the
consulting services for such preparation or implementation.

b. Conflicting Assignments
(ii) Conflict among consulting assignments: a Consultant (including its
Experts and Sub-consultants) or any of its Affiliates shall not be hired for
any assignment that, by its nature, may be in conflict with another
assignment of the Consultant for the same or for another Client.

c. Conflicting Relationships
(iii) Relationship with the Client’s staff: a Consultant (including its Experts and
Sub-consultants) that has a close business or family relationship with a
professional staff of the Borrower (or of the Client, or of implementing
agency, or of a recipient of a part of the Bank’s financing) who are directly
or indirectly involved in any part of (i) the preparation of the Terms of
Reference for the assignment, (ii) the selection process for the Contract,
or (iii) the supervision of the Contract, may not be awarded a Contract,
unless the conflict stemming from this relationship has been resolved in
a manner acceptable to the Bank throughout the selection process and
the execution of the Contract.

4. Unfair Competitive Advantage

4.1 Fairness and transparency in the selection process require that the Consultants
or their Affiliates competing for a specific assignment do not derive a
competitive advantage from having provided consulting services related to the
assignment in question. To that end, the Client shall indicate in the Data Sheet
and make available to all shortlisted Consultants together with this RFP all
information that would in that respect give such Consultant any unfair
competitive advantage over competing Consultants.

5. Fraud and Corruption

5.1 The Bank requires compliance with the Bank’s Integrity Framework comprising
the African Development Bank Group’s Sanctions Procedures, the Bank’s
Whistleblowing and Complaints Policy, the Bank’s Procurement Policy under
the Procurement Framework and any other applicable Policies and Procedures
including their updates in regard to corrupt and fraudulent practices, as set
forth in Section 6.

5.2 In further pursuance of this policy, Consultants shall permit and shall cause
their agents (where declared or not), subcontractors, subconsultants, service
providers, suppliers, and their personnel, to permit the Bank to inspect all
Section 2. Instructions to Consultants (ITC) 17

accounts, records and other documents relating to any shortlisting process,

Proposal submission, and contract performance (in the case of award), and to
have them audited by auditors appointed by the Bank.

6. Eligibility

6.1 The Bank requires that all parties constituting the Consultant including any
individuals and firms, subcontractors (subconsultants) or suppliers, joint
ventures, consortiums, or association (JV), and their individual members for the
purpose of any part of the Contract, have the nationality of an eligible country
of the Bank in accordance with the Bank’s Procurement Policy for the Bank
Group Funded Operation described under the Bank’s Procurement Framework,
and as listed in Section 5, Eligible Countries to offer consulting services for
Bank-financed projects.

6.2 Furthermore, it is the Consultant’s responsibility to ensure that its Experts, joint
venture members, Sub-consultants, agents (declared or not), sub-contractors,
service providers, suppliers and/or their employees meet the eligibility
requirements as established by the Bank in the applicable Bank Procurement
Framework and as described under 6.1 above.

6.3 As an exception to the foregoing ITC 6.1 and ITC 6.2 above:

a. Sanctions
6.3.1 A Consultant that has been sanctioned by the Bank, pursuant to the
Bank’s Integrity Framework and in accordance with its prevailing
sanctions policies and procedures as set forth in the Bank’s Integrity
Framework as described in Section 6, Fraud and Corruption, paragraph
2.2 d., shall be ineligible to be shortlisted for, submit proposals for, or be
awarded a Bank-financed contract or benefit from a Bank-financed
contract, financially or otherwise, during such period of time as the Bank
shall have determined. The list of debarred firms and individuals is
available at the electronic address specified in the Data Sheet.

b. Prohibitions
6.3.2 Firms and individuals of a country or goods manufactured in a country
may be ineligible if so indicated in Section 5 (Eligible Countries) and:

(a) as a matter of law or official regulations, the Borrower’s country

prohibits commercial relations with that country, provided that the
Bank is satisfied that such exclusion does not preclude effective
competition for the provision of Services required; or

(b) by an act of compliance with a decision of the United Nations

Security Council taken under Chapter VII of the Charter of the United
Section 2. Instructions to Consultants (ITC) 18

Nations, the Borrower’s Country prohibits any import of goods from

that country or any payments to any country, person, or entity in that
country.

c. Restrictions for State-Owned Enterprises

6.3.3 State-owned enterprises or institutions in the Borrower’s country may
be eligible to compete and be awarded a contract only if they can
establish, in a manner acceptable to the Bank, that they: (i) are legally
and financially autonomous, (ii) operate under commercial law, and (iii)
are not under supervision of the Client.

d. Restrictions for Public Employees

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

(i) the services of the government official or civil servant are of a

unique and exceptional nature, or their participation is critical to
project implementation;
(ii) they are on leave of absence without pay;
(iii) they are not being hired by the agency they were working for,
unless a reasonable period, which will not be less than 12
months, between such former agency employment and any
proposed engagement has elapsed; and
(iv) their hiring would not create a conflict of interest, including any
conflict with employment or other laws, regulations, or policies
of the Borrower.

e. Borrower Debarment
6.3.5 A firm that is under a sanction of debarment by the Borrower from
being awarded a contract is eligible to participate in this procurement,
unless the Bank, at the Borrower’s request, is satisfied that the
debarment; (a) relates to fraud or corruption, and (b) followed a judicial
or administrative proceeding that afforded the firm adequate due
process.
Section 2. Instructions to Consultants (ITC) 19

B. Preparation of Proposals

7. General Considerations

7.1 In preparing the Proposal, the Consultant is expected to examine the RFP in
detail. Material deficiencies in providing the information requested in the RFP
may result in rejection of the Proposal.

8. Cost of Preparation of Proposal

8.1 The Consultant shall bear all costs associated with the preparation and
submission of its Proposal, and the Client shall not be responsible or liable for
those costs, regardless of the conduct or outcome of the selection process. 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.

9. Language

9.1 The Proposal, as well as all correspondence and documents relating to the
Proposal exchanged between the Consultant and the Client, shall be written in
the language(s) specified in the Data Sheet.

10. Documents Comprising the Proposal

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

10.2 If specified in the Data Sheet, the Consultant shall include a statement of an
undertaking of the Consultant to observe, in competing for and executing a
contract, the Client country’s laws against fraud and corruption (including
bribery).

10.3 The Consultant shall furnish information on commissions, gratuities, and fees,
if any, paid or to be paid to agents or any other party relating to this Proposal
and, if awarded, Contract execution, as requested in the Financial Proposal
submission form (Section 4).

11. Only One Proposal

11.1 The Consultant (including the individual members of any Joint Venture) shall
submit only one Proposal, either in its own name or as part of a Joint Venture
in another Proposal. If a Consultant, including any Joint Venture member,
submits or participates in more than one proposal, all such proposals shall be
disqualified and rejected. This does not, however, preclude a Sub-consultant,
or the Consultant’s staff from participating as Key Experts and Non-Key
Section 2. Instructions to Consultants (ITC) 20

Experts in more than one Proposal when circumstances justify and if stated in
the Data Sheet.

12. Proposal Validity

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

12.2 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.

12.3 If it is established that any Key Expert nominated in the Consultant’s Proposal
was not available either at the time of Proposal submission or availability was
not assured for the entire duration for which the Key expert has been proposed
or was included in the Proposal without his/her confirmation, such Proposal
shall be disqualified and rejected for further evaluation, and may be subject to
sanctions in accordance with ITC 5.

a. Extension of Validity Period

12.4 The Client will make its best effort to complete the negotiations and award the
contract within the proposal’s validity period. However, should the need arise,
the Client may request, in writing, all Consultants who submitted Proposals
prior to the submission deadline to extend the Proposals’ validity.

12.5 If the Consultant agrees to extend the validity of its Proposal, it shall be done
without any change in the original Proposal and with the confirmation of the
availability of the Key Experts, except as provided in ITC 12.7.

12.6 The Consultant has the right to refuse to extend the validity of its Proposal in
which case such Proposal will not be further evaluated.

b. Substitution of Key Experts at Validity Extension

12.7 If any of the Key Experts become unavailable for the extended validity period,
the Consultant shall seek to substitute another Key Expert. The Consultant shall
provide a written adequate justification and evidence satisfactory to the Client
together with the substitution request. In such case, a substitute Key Expert
shall have equal or better qualifications and experience than those of the
originally proposed Key Expert. The technical evaluation score, however, will
remain to be based on the evaluation of the CV of the original Key Expert.

12.8 If the Consultant fails to provide a substitute Key Expert with equal or better
qualifications, or if the provided reasons for the replacement or justification are
unacceptable to the Client, such Proposal will be rejected with the prior Bank’s
no objection.
Section 2. Instructions to Consultants (ITC) 21

c. Sub-Contracting
12.9 The Consultant shall not subcontract the whole of the Services. The Consultant
may propose subcontracting up to the percentage of total value of contract as
specified in the Data Sheet.

13. Clarification and Amendment of RFP

13.1 The Consultant may request a clarification of any part of the RFP during the
period indicated in the Data Sheet before the Proposals’ submission deadline.
Any request for clarification must be sent in writing, or by standard electronic
means, to the Client’s address indicated in the Data Sheet. The Client will
respond in writing, or by standard electronic means, and will send written
copies of the response (including an explanation of the query but without
identifying its source) to all shortlisted Consultants. Should the Client deem it
necessary to amend the RFP as a result of a clarification, it shall do so following
the procedure described below:

13.1.1 At any time before the proposal submission deadline, the Client may
amend the RFP by issuing an amendment in writing or by standard
electronic means. The amendment shall be sent to all shortlisted
Consultants and will be binding on them. The shortlisted Consultants
shall acknowledge receipt of all amendments in writing.

13.1.2 If the amendment is substantial, the Client may extend the proposal
submission deadline to give the shortlisted Consultants reasonable
time to take an amendment into account in their Proposals.

13.2 The Consultant may submit a modified Proposal or a modification to any part
of it at any time prior to the proposal submission deadline. No modifications
to the Technical or Financial Proposal shall be accepted after the deadline.

14. Preparation of Proposals Specific Considerations

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

14.1.1 (i) If a shortlisted Consultant considers that it may enhance its expertise
for the assignment by associating with other consultants in the form of
a Joint Venture or as Sub-consultants, it may do so with either (a) non-
shortlisted Consultant(s), or (b) shortlisted Consultants if permitted in
the Data Sheet. In all such cases a shortlisted Consultant must obtain
the written approval of the Client prior to the submission of the
Proposal; (ii) The maximum number of members proposed in a JV shall
not exceed the number specified in the BDS, or the number derived
from the percentage specified under ITC 14.1.1 (iii) whichever is smaller
unless both are equal, in which case anyone shall apply; (iii)
Section 2. Instructions to Consultants (ITC) 22

Participation by value of the contract as share of each of the JV

members shall not be less than the percentage specified in the Data
Sheet. In case of any inconsistency between ITC 14.1.1 (ii) and ITC
14.1.1 (iii) such that both cannot be applied simultaneously, the latter
shall prevail; (iv) When associating with non-shortlisted firms in the
form of a joint venture or a sub-consultancy, the shortlisted Consultant
shall be a lead member. If shortlisted Consultants associate with each
other, any of them can be a lead member; and (v) Unless otherwise
specified in the Data Sheet, all members of the JV shall be jointly and
severally liable for the execution of the entire Contract in accordance
with the Contract terms.

14.1.2. The Client may indicate in the Data Sheet the estimated Key Experts’
time input (expressed in person-month) or the Client’s estimated total
cost of the assignment, but not both. This estimate is indicative and
the Proposal shall be based on the Consultant’s own estimates for the
same. However, when the Bank agrees with the Client, for mandating
associations between firms as an exception under certain special
circumstances and conditions such as development of national
capacity, assignments where transfer of technology is critical and a key
component of the assignment, or other considerations of equity, and
Bank is satisfied that such provision does not adversely affect economy,
efficiency and competitiveness, and adequate number of qualified
national experts with required expertise are available, the Client, may
mandate inclusion of a minimum time or cost input, but not both, of
national key experts in the proposal as estimated by the Client and
specified in the Data Sheet. Consultant’s proposal failing to comply
with this requirement may be treated as non-responsive and rejected.

14.1.3 If stated in the Data Sheet, the Consultant shall include in its Proposal
at least the same time input (in the same unit as indicated in the Data
Sheet) of Key Experts, failing which the Financial Proposal will be
adjusted for the purpose of comparison of proposals and decision for
award in accordance with the procedure in the Data Sheet. If the Client
mandates inclusion of national key experts along the lines indicated
under 14.1.2, the Data Sheet shall specify the details. Consultant’s
proposal failing to comply with this requirement may be treated as
non-responsive and rejected.

14.1.4 For assignments under the Fixed-Budget selection method, the

estimated Key Experts’ time input is not disclosed. Total available
budget, with an indication whether it is inclusive or exclusive of taxes,
is given in the Data Sheet, and the Financial Proposal shall not exceed
this budget. If the Client mandates inclusion of national key experts
Section 2. Instructions to Consultants (ITC) 23

along the lines indicated under 14.1.2, the Data Sheet shall specify the
details. Consultant’s proposal failing to comply with this requirement
may be treated as non-responsive and rejected.

15. Technical Proposal Format and Content

15.1 The Technical Proposal shall be prepared using the Standard Forms provided
in Section 3 of the RFP and shall comprise the documents listed in the Data
Sheet. The Technical Proposal shall not include any financial information. A
Technical Proposal containing material financial information shall be declared
non-responsive.

15.1.1 Consultant shall not propose alternative Key Experts. Only one CV shall
be submitted for each Key Expert position. Failure to comply with this
requirement will make the Proposal non-responsive.

15.2 Depending on the nature of the assignment, the Consultant is required to

submit a Full Technical Proposal (FTP), or a Simplified Technical Proposal (STP)
as indicated in the Data Sheet and using the Standard Forms provided in
Section 3 of the RFP.

16. Financial Proposal

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

a. Price Adjustment
16.2 For assignments with a duration exceeding 18 months, a price adjustment
provision for foreign and/or local inflation for remuneration rates applies if
so stated in the Data Sheet.

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

c. Currency of Proposal
16.4 The Consultant may express the price for its Services in the currency or
currencies as stated in the Data Sheet. If indicated in the Data Sheet, the
portion of the price representing local cost shall be stated in the national
currency.

d. Currency of Payment
Section 2. Instructions to Consultants (ITC) 24

16.5 Payment under the Contract shall be made in the currency or currencies in
which the payment is requested in the Proposal.

C. Submission, Opening and Evaluation

17. Submission, Sealing, and Marking of Proposals

17.1 The Consultant shall submit a signed and complete Proposal comprising the
documents and forms in accordance with ITC 10 (Documents Comprising
Proposal). Consultants shall mark as “CONFIDENTIAL” information in their
Proposals which is confidential to their business. This may include proprietary
information, trade secrets or commercial or financially sensitive information.
The submission can be done by mail or by hand. If specified in the Data Sheet,
the Consultant has the option of submitting its Proposals electronically.

17.2 An authorized representative of the Consultant shall sign the original

submission letters in the required format for both the Technical Proposal and,
if applicable, the Financial Proposal and shall initial all pages of both. The
authorization shall be in the form of a written power of attorney attached to
the Technical Proposal.

17.2.1 A Proposal submitted by a Joint Venture shall be signed by all

members so as to be legally binding on all members, or by an authorized
representative who has a written power of attorney signed by each member’s
authorized representative.

17.3 Any modifications, revisions, interlineations, erasures, or overwriting shall be

valid only if they are signed or initialed by the person signing the Proposal.

17.4 The signed Proposal shall be marked “ORIGINAL”, and its copies marked “COPY”
as appropriate. The number of copies is indicated in the Data Sheet. All copies
shall be made from the signed original. If there are discrepancies between the
original and the copies, the original shall prevail.

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

17.6 Similarly, the original Financial Proposal (if required for the applicable selection
method) and its copies shall be placed inside of a separate sealed envelope
clearly marked “FINANCIAL PROPOSAL” “[Name of the Assignment]“, [reference
number], [name and address of the Consultant], and with a warning “DO NOT
OPEN WITH THE TECHNICAL PROPOSAL.”
Section 2. Instructions to Consultants (ITC) 25

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

17.8 If the envelopes and packages with the Proposal are not sealed and marked as
required, the Client will assume no responsibility for the misplacement, loss, or
premature opening of the Proposal.

17.9 The Proposal or its modifications must be sent to the address indicated in the
Data Sheet and received by the Client no later than the deadline indicated in
the Data Sheet, or any extension to this deadline. Any Proposal or its
modification received by the Client after the deadline shall be declared late
and rejected, and promptly returned unopened.

18. Confidentiality

18.1 From the time the Proposals are opened to the time the Contract is awarded,
the Consultant should not contact the Client on any matter related to its
Technical and/or Financial Proposal. Information relating to the evaluation of
Proposals and award recommendations shall not be disclosed to the
Consultants who submitted the Proposals or to any other party not officially
concerned with the process, until the Notification of Intention to Award the
Contract. Exceptions to this ITC are where the Client notifies Consultants of the
results of the evaluation of the Technical Proposals.

18.2 Any attempt by shortlisted Consultants or anyone on behalf of the Consultant

to influence improperly the Client in the evaluation of the Proposals or
Contract award decisions may result in the rejection of its Proposal, and may
be subject to the application of prevailing Bank’s sanctions procedures.

18.3 Notwithstanding the above provisions, from the time of the Proposals’
opening to the time of Contract award publication, if a Consultant wishes to
contact the Client or the Bank on any matter related to the selection process,
it shall do so only in writing.

19. Opening of Technical Proposals

19.1 The Client’s evaluation committee shall conduct the opening of the Technical
Proposals in the presence of the shortlisted Consultants’ authorized
representatives who choose to attend (in person, or online if this option is
offered in the Data Sheet). The opening date, time and the address are stated
in the Data Sheet. The envelopes with the Financial Proposal shall remain
Section 2. Instructions to Consultants (ITC) 26

sealed and shall be securely stored with a reputable public auditor or

independent authority until they are opened in accordance with ITC 23.

19.2 At the opening of the Technical Proposals the following shall be read out: (i)
the name and the country of the Consultant or, in case of a Joint Venture, the
name of the Joint Venture, the name of the lead member and the names and
the countries of all members; (ii) the presence or absence of a duly sealed
envelope with the Financial Proposal; (iii) any modifications to the Proposal
submitted prior to proposal submission deadline; and (iv) any other
information deemed appropriate or as indicated in the Data Sheet.

20. Proposals Evaluation

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

20.2 The Consultant is not permitted to alter or modify its Proposal in any way after
the proposal submission deadline except as permitted under ITC 12.7. While
evaluating the Proposals, the Client will conduct the evaluation solely on the
basis of the submitted Technical and Financial Proposals.

21. Evaluation of Technical Proposals

21.1 The Client’s evaluation committee shall evaluate the Technical Proposals on
the basis of their responsiveness to the Terms of Reference and the RFP,
applying the evaluation criteria, sub-criteria, and point system specified in the
Data Sheet. Each responsive Proposal will be given a technical score. A
Proposal shall be rejected at this stage if it does not respond to important
aspects of the RFP or if it fails to achieve the minimum technical score indicated
in the Data Sheet.

22. Financial Proposals for QBS

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

22.2 If Financial Proposals were invited together with the Technical Proposals, only
the Financial Proposal of the technically top-ranked Consultant is opened by
the Client’s evaluation committee. All other Financial Proposals are returned
unopened after the Contract negotiations are successfully concluded and the
Contract is signed.
Section 2. Instructions to Consultants (ITC) 27

23. Public Opening of Financial Proposals (for QCBS, FBS, and LCS methods)

23.1 After the technical evaluation is completed and the Bank has issued its no
objection (if applicable), the Client shall notify those Consultants whose
Proposals were considered non-responsive to the RFP and TOR or did not meet
the minimum qualifying technical score, advising them the following:

(i) their Proposal was not responsive to the RFP and TOR or did not meet
the minimum qualifying technical score;

(ii) provide information relating to the Consultant’s overall technical score,

as well as scores obtained for each criterion and sub-criterion;

(iii) their Financial Proposals will be returned unopened after completing the
selection process and Contract signing; and

(iv) notify them of the date, time and location of the public opening of the
Financial Proposals and invite them to attend.

23.2 The Client shall simultaneously notify in writing those Consultants whose
Proposals were considered responsive to the RFP and TOR, and that have
achieved the minimum qualifying technical score, advising them the following:

(i) their Proposal was responsive to the RFP and TOR and met the minimum
qualifying technical score;

(ii) provide information relating to the Consultant’s overall technical score,

as well as scores obtained for each criterion and sub-criterion;

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

(iv) notify them of the date, time and location of the public opening and
invite them for the opening of the Financial Proposals.

23.3 The opening date should allow the Consultants sufficient time to make
arrangements for attending the opening and shall be no less than seven (7)
Business Days from the date of notification of the results of the technical
evaluation, described in ITC 23.1 and 23.2.

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

23.5 The Financial Proposals shall be opened publicly by the Client’s evaluation
committee in the presence of the representatives of the Consultants and
anyone else who chooses to attend. Any interested party who wishes to attend
this public opening should contact the client and in order to enable the party
Section 2. Instructions to Consultants (ITC) 28

to do so, the text indicated in the Data Sheet should be published in the
advertisement seeking expressions of interest. Alternatively, a notice of the
public opening of Financial Proposals may be published on the Client’s website,
if available. At the opening, the names of the Consultants, and the overall
technical scores, including the break-down by criterion, shall be read aloud.
The Financial Proposals will then be inspected to confirm that they have
remained sealed and unopened. These Financial Proposals shall be then
opened, and the total prices read aloud and recorded. Copies of the record
shall be sent to all Consultants who submitted Proposals and to the Bank.

24. Correction of Errors

24.1 Activities and items described in the Technical Proposal but not priced in the
Financial Proposal, shall be assumed to be included in the prices of other
activities or items, and no corrections are made to the Financial Proposal.

a. Time-Based Contracts
24.1.1 If a Time-Based contract form is included in the RFP, the Client’s
evaluation committee will (a) correct any computational or arithmetical
errors, and (b) adjust the prices if they fail to reflect all inputs included
for the respective activities or items included in the Technical Proposal.
In case of discrepancy between (i) a partial amount (sub-total) and the
total amount, or (ii) between the amount derived by multiplication of
unit price with quantity and the total price, or (iii) between words and
figures, the former will prevail. In case of discrepancy between the
Technical and Financial Proposals in indicating quantities of input, the
Technical Proposal prevails and the Client’s evaluation committee shall
correct the quantification indicated in the Financial Proposal so as to
make it consistent with that indicated in the Technical Proposal, apply
the relevant unit price included in the Financial Proposal to the
corrected quantity, and correct the total Proposal cost.

b. Lump-Sum Contracts
24.1.2 If a Lump-Sum contract form is included in the RFP, the Consultant is
deemed to have included all prices in the Financial Proposal, so neither
arithmetical corrections nor price adjustments shall be made. The total
price, net of taxes understood as per ITC 25, specified in the Financial
Proposal (Form FIN-1) shall be considered as the offered price. Where
there is a discrepancy between the amount in words and the amount
figures, the amount in words shall prevail.

25. Taxes
Section 2. Instructions to Consultants (ITC) 29

25.1 The Client’s evaluation of the Consultant’s Financial Proposal shall exclude taxes
and duties in the Client’s country in accordance with the instructions in the Data
Sheet.

26. Conversion to Single Currency

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

27. Combined Quality and Cost Evaluation

a. Quality and Cost-Based Selection (QCBS)

27.1 In the case of QCBS, the total score is calculated by weighting the technical
and financial scores and adding them as per the formula and instructions in
the Data Sheet. The Consultant with the Proposal, which is the Proposal that
achieves the highest combined technical and financial scores, will be invited
for negotiations.

b. Fixed-Budget Selection (FBS)

27.2 In the case of FBS, those Proposals that exceed the budget indicated in ITC
14.1.4 of the Data Sheet shall be rejected.

27.3 The Client will select the Consultant with the Proposal, which is the highest-
ranked Technical Proposal that does not exceed the budget indicated in the
RFP, and invite such Consultant to negotiate the Contract.

c. Least-Cost Selection
27.4 In the case of Least-Cost Selection (LCS), the Client will select the Consultant
with the Proposal, which is the Proposal with the lowest evaluated total price
among those Proposals that achieved the minimum qualifying technical score
and invite such a Consultant to negotiate the Contract.

D. Negotiations and Award

28. Negotiations

28.1 The negotiations will be held at the date and address indicated in the Data
Sheet with the Consultant’s representative(s) who must have written power of
attorney to negotiate and sign a Contract on behalf of the Consultant.

28.2 The Client shall prepare minutes of negotiations that are signed by the Client
and the Consultant’s authorized representative.

a. Availability of Key Experts

Section 2. Instructions to Consultants (ITC) 30

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

28.4 Notwithstanding the above, the substitution of Key Experts at the negotiations
may be considered if due solely to circumstances outside the reasonable
control of and not foreseeable by the Consultant, including but not limited to
death or medical incapacity. In such case, the Consultant shall offer a substitute
Key Expert within the period of time specified in the letter of invitation to
negotiate the Contract, who shall have equivalent or better qualifications and
experience than the original candidate.

b. Technical Negotiations
28.5 The negotiations include discussions of the Terms of Reference (TORs), the
proposed methodology, the Client’s inputs, the special conditions of the
Contract, and finalizing the “Description of Services” part of the Contract. These
discussions shall not substantially alter the original scope of services under the
TOR or the terms of the contract, lest the quality of the final product, its price,
or the relevance of the initial evaluation be affected.

c. Financial Negotiations
28.6 The negotiations include the clarification of the Consultant’s tax liability in the
Client’s country and how it should be reflected in the Contract.

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

28.8 In the case of a Time-Based contract, unit rates negotiations shall not take
place, except when the offered Key Experts and Non-Key Experts’
remuneration rates are much higher than the typically charged rates by
consultants in similar contracts. In such case, the Client may ask for
clarifications and, if the fees are very high, ask to change the rates after
consultation with the Bank. The format for (i) providing information on
remuneration rates in the case of Quality Based Selection; and (ii) clarifying
remuneration rates’ structure under this Clause, is provided in Appendix A to
the Financial Form FIN-3: Financial Negotiations – Breakdown of Remuneration
Rates.
Section 2. Instructions to Consultants (ITC) 31

29. Conclusion of Negotiations

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

29.2 If the negotiations fail, the Client shall inform the Consultant in writing of all
pending issues and disagreements and provide a final opportunity to the
Consultant to respond. If disagreement persists, the Client shall terminate the
negotiations informing the Consultant of the reasons for doing so. After having
obtained the Bank’s no objection, the Client will invite the next-ranked
Consultant to negotiate a Contract. Once the Client commences negotiations
with the next-ranked Consultant, the Client shall not reopen the earlier
negotiations.

30. Standstill Period

30.1 The Contract shall not be awarded earlier than the expiry of the Standstill
Period. The Standstill Period shall be ten (10) Business Days unless extended
in accordance with ITC 33. The Standstill Period commences the day after the
date the Client has transmitted to each Consultant (that has not already been
notified that it has been unsuccessful) the Notification of Intention to Award
the Contract. Where only one Proposal is submitted, or if this contract is in
response to an emergency situation recognized by the Bank, the Standstill
Period shall not apply.

31. Notification of Intention to Award

31.1 The Client shall send to each Consultant (that has not already been notified
that it has been unsuccessful) the Notification of Intention to Award the
Contract to the successful Consultant. The Notification of Intention to Award
shall contain, at a minimum, the following information:

a) the name and address of the Consultant with whom the client successfully
negotiated a contract;
b) the contract price of the successful Proposal;
c) the names of all Consultants included in the short list, indicating those
that submitted Proposals;
d) where the selection method requires, the price offered by each
Consultant as read out and as evaluated;
e) the overall technical scores and scores assigned for each criterion and
sub-criterion to each Consultant;
f) the final combined scores and the final ranking of the Consultants;
Section 2. Instructions to Consultants (ITC) 32

g) a statement of the reason(s) why the recipient’s Proposal was

unsuccessful, unless the combined score in (f) above already reveals the
reason;
h) the expiry date of the Standstill Period; and
i) instructions on how to request a debriefing and/or submit a complaint
during the Standstill Period.
32. Notification of Award

32.1 Upon expiry of the Standstill Period, specified in ITC 30.1 or any extension
thereof, and upon satisfactorily addressing any complaint that has been filed
within the Standstill Period, the Client shall, send a notification of award to
the successful Consultant, confirming the Client’s intention to award the
Contract to the successful Consultant and requesting the successful
Consultant to sign and return the draft negotiated Contract within eight (8)
Business Days from the date of receipt of such notification. If specified in the
Data Sheet, the client shall simultaneously request the successful Consultant
to submit, within eight (8) Business Days, the Beneficial Ownership Disclosure
Form.
Contract Award Notice
Within ten (10) Business Days from the date of notification of award such
request, the Client shall publish the Contract Award Notice which shall
contain, at a minimum, the following information:
(a) name and address of the Client;
(b) name and reference number of the contract being awarded, and the
selection method used;
(c) names of the consultants that submitted proposals, and their proposal
prices as read out at financial proposal opening, and as evaluated;
(d) names of all Consultants whose Proposals were rejected or were not
evaluated, with the reasons therefor;
(e) the name of the successful consultant, the final total contract price, the
contract duration and a summary of its scope; and.
(f) successful Consultant’s Beneficial Ownership Disclosure Form, if
specified in Data Sheet ITC 32.1.
32.2 The Contract Award Notice shall be published on the Client’s website with
free access if available, or in at least one newspaper of national circulation in
the Client’s Country, or in the official gazette. The Client shall also publish the
contract award notice in UNDB online.
Section 2. Instructions to Consultants (ITC) 33

33. Debriefing by the Client

33.1 On receipt of the Client’s Notification of Intention to Award referred to in ITC

31.1, an unsuccessful Consultant has three (3) Business Days to make a
written request to the Client for a debriefing. The Client shall provide a
debriefing to all unsuccessful Consultants whose request is received within
this deadline.

33.2 Where a request for debriefing is received within the deadline, the Client shall
provide a debriefing within five (5) Business Days, unless the Client decides,
for justifiable reasons, to provide the debriefing outside this timeframe. In
that case, the standstill period shall automatically be extended until five (5)
Business Days after such debriefing is provided. If more than one debriefing
is so delayed, the standstill period shall not end earlier than five (5) Business
Days after the last debriefing takes place. The Client shall promptly inform,
by the quickest means available, all Consultants of the extended standstill
period

33.3 Where a request for debriefing is received by the Client later than the three
(3)-Business Day deadline, the Client should provide the debriefing as soon
as practicable, and normally no later than fifteen (15) Business Days from the
date of publication of Public Notice of Award of contract. Requests for
debriefing received outside the three (3)-day deadline shall not lead to
extension of the standstill period.

33.4 Debriefings of unsuccessful Consultants may be done in writing or verbally.

The Consultants shall bear their own costs of attending such a debriefing
meeting

34. Signing of Contract

34.1 The Contract shall be signed prior to the expiration of the Proposal Validity
Period and promptly after expiry of the Standstill Period, specified in ITC 30.1
or any extension thereof, and upon satisfactorily addressing any complaint
that has been filed within the Standstill Period.
34.2 The Consultant is expected to commence the assignment on the date and at
the location specified in the Data Sheet.

35. Procurement Related Complaint

35.1 The procedures for making a Procurement-related Complaint are as specified

in the Data Sheet.
Section 2. Instructions to Consultants - Data Sheet 34

Section 2. Instructions to Consultants

Data Sheet

ITC
Reference
A. General

1 (c) The Bank: ADF.

2.1 Name of the Client: Northern Region Water Board

Method of selection: Quality and Cost-Based Selection as per
the Procurement Framework (available on www.afdb.org)

2.2 Financial Proposal to be submitted together with Technical Proposal:

Yes
The name of the assignment is: Implementation of ERP for Customer
Services Improvement

2.3 A pre-proposal conference will be held: Virtually on 15th May 2025 (A

link for the meeting will be sent to all shortlisted Consultants)

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

6.3.1 A list of debarred firms and individuals is available at the Bank’s external
website:
https://www.afdb.org/en/projects-operations/debarment-and-
sanctions-procedures

B. Preparation of Proposals

9.1 This RFP has been issued in the English language.

Proposals shall be submitted in English language.]
All correspondence exchange shall be in English language.
Section 2. Instructions to Consultants - Data Sheet 35

10.1 The Proposal shall comprise the following:

For FULL TECHNICAL PROPOSAL (FTP):
1st Inner Envelope with the Technical Proposal:
(1) Power of Attorney to sign the Proposal
(2) TECH-1
(3) TECH-2
(4) TECH-3
(5) TECH-4
(6) TECH-5
(7) TECH-6
AND
2nd Inner Envelope with the Financial Proposal
(1) FIN-1
(2) FIN-2
(3) FIN-3
(4) FIN-4
(5) Statement of Undertaking

10.2 Statement of Undertaking is required.

Yes

11.1 Participation of Sub-consultants, Key Experts and Non-Key Experts in

more than one Proposal is permissible.
Yes

12.1 Proposals must remain valid for 126 days after the proposal submission
deadline.

12.9 (c) Consultant’s proposed sub-consulting (subcontracting): Maximum

percentage of sub-consulting permitted is: 30% of the total contract
amount.
Section 2. Instructions to Consultants - Data Sheet 36

13.1 Clarifications may be requested no later than 14 days prior to the

submission deadline.
The contact information for requesting clarifications is:
The Project Coordinator
Rumphi Water and Sanitation Services Improvement Project
Northern Region Water Board
Private Bag 94
Mzuzu
MALAWI
E-mail: [email protected], [email protected]

14.1.1 (i) Shortlisted Consultants may associate with

(a) non-shortlisted consultant(s): Yes
Or
(b) other shortlisted Consultants: No

14.1.1 (ii) Maximum Limit of number of members in a JV: Yes

If “Yes” Maximum number is: 3

14.1.1 (iii) Minimum share of a member of Joint Venture, Consortium or

Association (JV) in the contract shall not be less than 30 percent of the
total value of the contract

14.1.1 (v) i) The firms in a Joint Venture, (JV) shall be jointly and severally liable.

14.1.2 Estimated input of Key Experts’ time-input: 30 person-months.

No. Position Total

a) Position K-1: Project Manager 8

b) Position K-2: ERP System Expert 7
c) Position K-3: Software Developer 7
d) Position K-4: Database Expert 3
e) Position K-5: Quality Assurance Engineer 3
f) Position K-6: Training Expert 2
Total points for criterion (iii): 30

Mandating input of National Key Experts: No

Section 2. Instructions to Consultants - Data Sheet 37

If specified “Yes”: Minimum National Key Expert’s Time-Input: N/A

person months

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

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

16.1 (1) a per diem allowance, including hotel, for experts for every day of
absence from the home office for the purposes of the Services;
(2) cost of travel 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) communications costs;
(5) cost of purchase or rent or freight of any equipment required to be
provided by the Consultants;
(6) cost of reports production (including printing) and delivering to the
Client;

16.2 A price adjustment provision applies to remuneration rates:

No

16.3 The Client has obtained an exemption for the Consultant from payment
of local indirect taxes, in the Client’s country as per Ministry of Finance
and Malawi Revenue Authority (MRA).

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

Consultant may express the price for their Services in any currency,
singly or in combination of up to three foreign currencies.
The Financial Proposal should state local costs in the Client’s country
currency (local currency): No

C. Submission, Opening and Evaluation

Section 2. Instructions to Consultants - Data Sheet 38

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

17.4 The Consultant must submit:

(a) Technical Proposal: one (1) original and 3 copies; plus (1 electronic
copy in a flash drive)
(b) Financial Proposal: one (1) original.

17.7 and The Proposals must be submitted no later than:

17.9 Date: 10th June 2025
Time: 14: 00 Malawi Time

The Proposal submission address is:

The IPDC Chairperson
Northern Region Water Board
Bloemwater Street
Kawiluwilu House
Reception, Tender Box
Private Bag 94
Mzuzu
Malawi

19.1 An online option of the opening of the Technical Proposals is offered:

No
The opening shall take place at:
Northern Region Water Board
Bloemwater Street
Kawiluwilu House
Boardroom
Private Bag 94
Mzuzu
Malawi
Date: same as the submission deadline indicated in 17.7.
Time: 14: 00 Malawi Time
Section 2. Instructions to Consultants - Data Sheet 39

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

21.1 Criteria, sub-criteria, and point system for the evaluation of the Full
Technical Proposals:
[for FTP]
Points
(i) Specific experience of the Consultant (as a firm) relevant to the
Assignment: 10
ii) Adequacy and quality of the proposed methodology, and work
plan in responding to the Terms of Reference (TORs):
30
a. Technical approach and methodology - 20
b. Work plan and delivery schedule - 5
c. Organization and staffing - 5

[Notes to Consultant: the Client will assess whether the proposed

methodology is clear, responds to the TORs, work plan is realistic
and implementable; overall team composition is balanced and has
an appropriate skills mix; and the work plan has right input of
Experts]

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

[Notes to Consultant: each position number corresponds to the
same for the Key Experts in Form TECH-6 to be prepared by the
Consultant]

No. Position Total

a) Position K-1: Project Manager 15
b) Position K-2: ERP System Expert 15
c) Position K-3: Software Developer 10
d) Position K-4: Database Expert 7.5
Position K-5: Quality Assurance
e) 7.5
Engineer
f) Position K-6: Training Expert 5
Total points for criterion (iii): 60
The number of points to be assigned to each of the above positions
shall be determined considering the following three sub-criteria and
relevant percentage weights:
Section 2. Instructions to Consultants - Data Sheet 40

1) General qualifications (general education, training, and

experience): 20%
2) Adequacy for the Assignment (relevant education, training,
experience in the sector/similar assignments 70%]
3) Relevant experience in the region (working level fluency in local
language(s)/knowledge of local culture or administrative
system, government organization, etc 10 %
Total weight: 100%

(iv) Transfer of knowledge (training) program (relevance of approach

and methodology):
Total points for criterion (iv): 5]

(v) Participation by nationals among proposed Key Experts 5

Calculated as a ratio of the national Key Experts’ time-input (in
person-months) to the total number of Key Experts’ time-input (in
person-months) in the Consultant’s Technical Proposal]

Total points for the five criteria: 100

The minimum technical score (St) required to pass is: 75

23.4 Public Opening of Financial Proposals

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

23.5 Following the completion of the evaluation of the Technical Proposals,

the Client will notify all Consultants of the location, date and time of
the public opening of Financial Proposals.
Any interested party who wishes to attend the public opening of
financial proposal should contact Eng. C.B. Mwafulirwa,
[email protected], [email protected] +265 994 060 591
and request to be notified of the location, date and time of the public
opening of Financial Proposals. The request should be received within
10 days from the date of this publication.
Alternatively, a notice of the public opening of Financial Proposals may
be published on the Client’s website, if available.
Section 2. Instructions to Consultants - Data Sheet 41

25.1 For the purpose of the evaluation, the Client will exclude: (a) all local
identifiable indirect taxes such as sales tax, excise tax, VAT, or similar
taxes levied on the contract’s invoices; and (b) all additional local
indirect tax on the remuneration of services rendered by non-resident
experts in the Client’s country. If a Contract is awarded, at Contract
negotiations, all such taxes will be discussed, finalized (using the
itemized list as a guidance but not limiting to it) and added to the
Contract amount as a separate line, also indicating which taxes shall be
paid by the Consultant and which taxes are withheld and paid by the
Client on behalf of the Consultant.

26.1 The single currency for the conversion of all prices expressed in various
currencies into a single one is US$
The official source of the selling (exchange) rate is: Reserve Bank of
Malawi
The date of the exchange rate is: 5th June 2025

27.1 The lowest evaluated Financial Proposal (Fm) is given the maximum
(QCBS only) financial score (Sf) of 100.
The formula for determining the financial scores (Sf) of all other
Proposals is calculated as following:
Sf = 100 x Fm / F, in which “Sf” is the financial score, “Fm” is the lowest
price, and “F” the price of the proposal under consideration.
The weights given to the Technical (T) and Financial (P) Proposals are:
T = 0.8, and
P = 0.2
Proposals are ranked according to their combined technical (St) and
financial (Sf) scores using the weights (T = the weight given to the
Technical Proposal; P = the weight given to the Financial Proposal; T +
P = 1) as following: S = St x T% + Sf x P%.

D. Negotiations and Award

28.1 Expected date and address for contract negotiations:

Date: 25th August 2025
Address:
Section 2. Instructions to Consultants - Data Sheet 42

Northern Region Water Board

Kawiluwilu House
Off Bloemwater Street
Mzuzu
Malawi

32.1 The successful Consultant shall submit the Beneficial Ownership

Disclosure Form.

34.2 Expected date for the commencement of the Services:

Date: 8th September 2025 at: Kawiluwilu House, Mzuzu

35.1 The procedures for making a Procurement-related Complaint are

detailed in the Part B of the Operations Procurement Manual under the
Procurement Framework of the African Development Bank. If a Bidder
wishes to make a Procurement-related Complaint, the Bidder shall
submit its complaint following these procedures to the employer, in
writing (by the quickest means available, such as by email in accordance
with the following:

For the attention: Francis E.D. Munthali

Title/position: Chief Executive Officer
Agency: Northern Region Water Board
Email address: [email protected], [email protected]
In summary, a Procurement-related Complaint may challenge any of
the following:
a) the terms of the Bidding Documents;
b) the Client’s decision to exclude a Consultant from the selection
process prior to the award of contract; and
c) the Client’s decision to award the contract.

The Bank’s Procurement Framework stipulates that bidders may send

copies of their communications with the Borrowers to the Bank or write
to the Bank directly when, Borrowers do not respond promptly, any
questions on any issues regarding the implementation of Bank funded
projects, or when the communication is a complaint against the
Borrower. In this regard, if a bidder wishes to protest against a decision
made by a Borrower or the Bank with regards to the procurement
process or wishes to inform the Bank that the Bank’s procurement rules
Section 2. Instructions to Consultants - Data Sheet 43

and/or provisions of the bidding documents have not been complied

with, an email can be sent to the following address:

Email: [email protected]
Section 3. Technical Proposal – Standard Forms 45

Section 3. Technical Proposal – Standard Forms

[Notes to Consultant shown in brackets [ ] throughout Section 3 provide guidance
to the Consultant to prepare the Technical Proposal; they should not appear on the
Proposals to be submitted.]

CHECKLIST OF REQUIRED FORMS

Required for Page Limit

FTP or STP FORM DESCRIPTION

FTP STP
  TECH-1 Technical Proposal Submission Form.
TECH-1 If the Proposal is submitted by a joint
 If
Attachment venture, attach a letter of intent or a copy
applicable
of an existing agreement.
Power of No pre-set format/form. In the case of a
Attorney Joint Venture, several are required: a power
of attorney for the authorized
 If
representative of each JV member, and a
applicable
power of attorney for the representative of
the lead member to represent all JV
members
TECH-2 Consultant’s Organization and Experience.


 TECH-2A A. Consultant’s Organization

 TECH-2B B. Consultant’s Experience

TECH-3 Comments or Suggestions on the Terms of

 Reference and on Counterpart Staff and
Facilities to be provided by the Client.
 TECH-3A A. On the Terms of Reference
 TECH-3B B. On the Counterpart Staff and Facilities
TECH-4 Description of the Approach, Methodology,
  and Work Plan for Performing the
Assignment
TECH-5 Work Schedule and Planning for
 
Deliverables
TECH-6 Team Composition, Key Experts Inputs, and
 
attached Curriculum Vitae (CV)

All pages of the original Technical and Financial Proposal shall be initialed by the
same authorized representative of the Consultant who signs the Proposal.
Section 3. Technical Proposal – Standard Forms 46
Section 3. Technical Proposal – Standard Forms 47

FORM TECH-1

TECHNICAL PROPOSAL SUBMISSION FORM

{Location, Date}

To: Northern Region Water Board

Bloemwater Street
Kawiluwilu House
Private Bag 94
Mzuzu
Malawi

Dear Sirs:

We, the undersigned, offer to provide the consulting services for [Insert title of
assignment] in accordance with your Request for Proposals (RFP) dated [Insert Date]
and our Proposal. [Select appropriate wording depending on the selection method
stated in the RFP: “We are hereby submitting our Proposal, which includes this
Technical Proposal and a Financial Proposal sealed in a separate envelope” or, if only
a Technical Proposal is invited “We hereby are submitting our Proposal, which
includes this Technical Proposal only in a sealed envelope.”].

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

[OR

If the Consultant’s Proposal includes Sub-consultants, insert the following: We are

submitting our Proposal with the following firms as Sub-consultants: [Insert a list
with full name and address of each Sub-consultant.]

We hereby declare that:

(a) All the information and statements made in this Proposal are true and
we accept that any misinterpretation or misrepresentation contained
Section 3. Technical Proposal – Standard Forms 48

in this Proposal may lead to our disqualification by the Client and/or

may be sanctioned by the Bank.

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

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

(d) We, all parties constituting the Consultant, including any individuals
and firms, subcontractors (subconsultants) or suppliers, joint ventures,
consortiums, or association (JV), and their individual members for the
purpose of any part of the Contract meet the eligibility requirements
as stated in ITC 6, and we confirm our understanding of our obligation
to abide by the Bank’s policy in regard to Fraud and Corruption as per
ITC 5.

(e) We, along with any of our sub-consultants, subcontractors, suppliers,

or service providers for any part of the contract, are not subject to,
and not controlled by any entity or individual that is subject to, a
temporary suspension or a debarment imposed by the African
Development Bank or a debarment imposed by the African
Development Bank in accordance with the Agreement for Mutual
Enforcement of Debarment Decisions between the African
Development Bank and other development banks. Further, we are not
ineligible under the Client’s country laws or official regulations or
pursuant to a decision of the United Nations Security Council;

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

(g) Except as stated in the Data Sheet, ITC 12.7, 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 12 and ITC 28.4 may lead to the termination of Contract
negotiations.

(h) Our Proposal is binding upon us and subject to any modifications

resulting from the Contract negotiations.

We undertake, if our Proposal is accepted and the Contract is signed, to initiate the
Services related to the assignment no later than the date indicated in ITC 34.2 of
the Data Sheet.
Section 3. Technical Proposal – Standard Forms 49

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

We remain,

Yours sincerely,

_________________________________________________________________
Signature (of Consultant’s authorized representative) [In full and initials]:

Full name: [insert full name of authorized representative]

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

{For a joint venture, either all members shall sign or only the lead member, in which
case the power of attorney to sign on behalf of all members shall be attached}
Section 3. Technical Proposal – Standard Forms 50

FORM TECH-2 (FOR FULL TECHNICAL PROPOSAL ONLY)

CONSULTANT’S ORGANIZATION AND EXPERIENCE

Form TECH-2: a brief description of the Consultant’s organization and an outline of

the recent experience of the Consultant that is most relevant to the assignment. In
the case of a joint venture, information on similar assignments shall be provided for
each partner. For each assignment, the outline should indicate the names of the
Consultant’s Key Experts and Sub-consultants who participated, the duration of the
assignment, the contract amount (total and, if it was done in a form of a joint
venture or a sub-consultancy, the amount paid to the Consultant), and the
Consultant’s role/involvement.

A - Consultant’s Organization

1. Provide here a brief description of the background and organization of your

company, and – in case of a joint venture – of each member for this assignment.

2. Include organizational chart, a list of Board of Directors, and beneficial

ownership. [If required under Data Sheet ITC 32.1, the successful Consultant shall
provide additional information on beneficial ownership, using the Beneficial
Ownership Disclosure Form.]

B - Consultant’s Experience

3. List only previous similar assignments successfully completed in the last 10 years.
4. List only those assignments for which the Consultant was legally contracted by
the Client as a company or was one of the joint venture members. Assignments
completed by the Consultant’s individual experts working privately or through
other consulting firms cannot be claimed as the relevant experience of the
Consultant, or that of the Consultant’s partners or sub-consultants, but can be
claimed by the Experts themselves in their CVs. The Consultant should be
prepared to substantiate the claimed experience by presenting copies of
relevant documents and references if so requested by the Client.
Section 3. Technical Proposal – Standard Forms 51

Name of Approx. Contract

Assignment name/&
Client & value
Duration brief description of Role on the
Country of (in US$ equivalent)
main Assignment
Assignment / Amount paid to
deliverables/outputs
your firm

{e.g., {e.g., “Improvement {e.g., Ministry {e.g., US$1 {e.g., Lead

Jan.2017– quality of...............”: of ......, mill/US$0.5 mill} partner in a
Apr.2018} designed master plan country} JV A&B&C}
for rationalization of
........;}

{e.g., Jan- {e.g., “Support to {e.g., {e.g., US$0.2 {e.g., sole

May 2018} sub-national municipality mil/US$0.2 mil} Consultant}
government.....” : of.........,
drafted secondary country}
level regulations
on..............}
Section 3. Technical Proposal – Standard Forms 52

FORM TECH-3 (FOR FULL TECHNICAL PROPOSAL)

COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE, COUNTERPART STAFF,

AND FACILITIES TO BE PROVIDED BY THE CLIENT

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

A - On the Terms of Reference

[improvements to the Terms of Reference, if any]

B - On Counterpart Staff and Facilities

[comments on counterpart staff and facilities to be provided by the Client. For

example, administrative support, office space, local transportation, equipment, data,
background reports, etc., if any]
Section 3. Technical Proposal – Standard Forms 53

FORM TECH-4 (FOR FULL TECHNICAL PROPOSAL ONLY)

DESCRIPTION OF APPROACH, METHODOLOGY, AND WORK PLAN IN RESPONDING TO

THE TERMS OF REFERENCE

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

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

a) Technical Approach and Methodology

b) Work Plan
c) Organization and Staffing]

a) Technical Approach and Methodology. {Please explain your understanding

of the objectives of the assignment as outlined in the Terms of Reference
(TORs), the technical approach, and the methodology you would adopt for
implementing the tasks to deliver the expected output(s), and the degree of
detail of such output. Please do not repeat/copy the TORs in here.}

b) Work Plan. {Please outline the plan for the implementation of the main
activities/tasks of the assignment, their content and duration, phasing and
interrelations, milestones (including interim approvals by the Client), and
tentative delivery dates of the reports. The proposed work plan should be
consistent with the technical approach and methodology, showing your
understanding of the TOR and ability to translate them into a feasible
working plan. A list of the final documents (including reports) to be delivered
as final output(s) should be included here. The work plan should be
consistent with the Work Schedule Form.}

c) Organization and Staffing. {Please describe the structure and composition of

your team, including the list of the Key Experts, Non-Key Experts and relevant
technical and administrative support staff.}
Section 3. Technical Proposal – Standard Forms 54

FORM TECH-4 (FOR SIMPLIFIED TECHNICAL PROPOSAL ONLY)

DESCRIPTION OF APPROACH, METHODOLOGY, AND WORK PLAN FOR PERFORMING

THE ASSIGNMENT

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

[Suggested structure of your Technical Proposal]

a) Technical Approach, Methodology, and Organization of the Consultant’s
team. [Please explain your understanding of the objectives of the assignment
as outlined in the Terms of Reference (TOR), the technical approach, and the
methodology you would adopt for implementing the tasks to deliver the
expected output(s); the degree of detail of such output; and describe the
structure and composition of your team. Please do not repeat/copy the TORs
in here.]
b) Work Plan and Staffing. [Please outline the plan for the implementation of
the main activities/tasks of the assignment, their content and duration,
phasing and interrelations, milestones (including interim approvals by the
Client), and tentative delivery dates of the reports. The proposed work plan
should be consistent with the technical approach and methodology, showing
understanding of the TOR and ability to translate them into a feasible
working plan and work schedule showing the assigned tasks for each expert.
A list of the final documents (including reports) to be delivered as final
output(s) should be included here. The work plan should be consistent with
the Work Schedule Form.]
c) Comments (on the TOR and on counterpart staff and facilities)
[Your suggestions should be concise and to the point, and incorporated in
your Proposal. Please also include comments, if any, on counterpart staff and
facilities to be provided by the Client. For example, administrative support,
office space, local transportation, equipment, data, background reports, etc.]
 Section 3 – Technical Proposal – Standard Forms

FORM TECH-5 (FOR FTP AND STP)

WORK SCHEDULE AND PLANNING FOR DELIVERABLES

Months
N° Deliverables 1 (D-..)
1 2 3 4 5 6 7 8 9 ..... n TOTAL
D-1 {e.g., Deliverable #1: Report A
1) data collection
2) drafting
3) inception report
4) incorporating comments
5) delivery of final report to Client}

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

1 List the deliverables with the breakdown for activities required to produce them and other benchmarks such as the Client’s approvals. For phased
assignments, indicate the activities, delivery of reports, and benchmarks separately for each phase.
2 Duration of activities shall be indicated in a form of a bar chart.
3. Include a legend, if necessary, to help read the chart.

55 | P a g e
Section 3. Technical Proposal – Standard Forms 56

FORM TECH-6 (FOR FTP AND STP)

TEAM COMPOSITION, ASSIGNMENT, AND KEY EXPERTS’ INPUTS

Total time-input
Expert’s input (in person/month) per each Deliverable (listed in TECH-5)
N° Name (in Months)
Position D-1 D-2 D-3 ........ D-... Home Field Total
KEY EXPERTS
{e.g., Mr. Abbbb} [Home] [2 [1.0] [1.0]
[Team
K-1 Leader]
month]
[Field] [0.5 m] [2.5] [0]

K-2

Subtotal
NON-KEY EXPERTS
[Home]
N-1
[Field]

N-2

Subtotal
Total
Section 3. Technical Proposal – Standard Forms 57

1 For Key Experts, the input should be indicated individually for the same positions as required under the Data Sheet ITC21.1.
2 Months are counted from the start of the assignment/mobilization. One (1) month equals twenty-two (22) working (billable) days. One working
(billable) day shall be not less than eight (8) working (billable) hours.
3 “Home” means work in the office in the expert’s country of residence. “Field” work means work carried out in the Client’s country or any other
country outside the expert’s country of residence.

Full time input

Part time input
Section 3. Technical Proposal – Standard Forms 58

FORM TECH-6
(CONTINUED)

CURRICULUM VITAE (CV)

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

Name of Expert: {Insert full name}

Date of Birth: {day/month/year}

Country of Citizenship/Residence

Education: {List college/university or other specialized education, giving names of

educational institutions, dates attended, degree(s)/diploma(s) obtained}
________________________________________________________________________

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

Period Employing organization and Country Summary of

your title/position. Contact activities performed
information for references relevant to the
Assignment
[e.g., May [e.g., Ministry of ……,
2005- advisor/consultant to…
present]
For references: Tel…………/e-
mail……; Mr. Hbbbbb, deputy
minister]

Membership in Professional Associations and Publications:

______________________________________________________________________

Language Skills (indicate only languages in which you can work): ______________
Section 3. Technical Proposal – Standard Forms 59

Adequacy for the Assignment:

Detailed Tasks Assigned on Reference to Prior Work/Assignments

Consultant’s Team of Experts: that Best Illustrates Capability to
Handle the Assigned Tasks
{List all deliverables/tasks as in TECH-
5 in which the Expert will be involved)

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

Certification:
I, the undersigned, certify that to the best of my knowledge and belief, this CV
correctly describes myself, my qualifications, and my experience, and I am available,
as and when necessary, to undertake the assignment in case of an award. I
understand that any misstatement or misrepresentation described herein may lead
to my disqualification or dismissal by the Client, and/or sanctions by the Bank.

{day/month/year}

Name of Expert Signature Date

{day/month/year}

Name of authorized Signature Date

Representative of the Consultant
(the same who signs the Proposal)
Section 4. Financial Proposal – Standard Forms 61

Section 4. Financial Proposal - Standard Forms

[Notes to Consultant shown in brackets { } provide guidance to the Consultant to
prepare the Financial Proposals; they should not appear on the Financial Proposals
to be submitted.]

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

FIN-1 Financial Proposal Submission Form

FIN-2 Summary of Costs

FIN-3 Breakdown of Remuneration, including Appendix A “Financial

Negotiations - Breakdown of Remuneration Rates” in the case of QBS
method

FIN-4 Reimbursable expenses

Section 4. Financial Proposal – Standard Forms 62

FORM FIN-1
FINANCIAL PROPOSAL SUBMISSION FORM

{Location, Date}

To: Northern Region Water Board

Bloemwater Street
Kawiluwilu House
Private Bag 94
Mzuzu
Malawi

Dear Sirs:

We, the undersigned, offer to provide the consulting services for [Insert title of
assignment] in accordance with your Request for Proposal dated [Insert Date] and
our Technical Proposal.

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

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

Commissions and gratuities paid or to be paid by us to an agent or any third party

relating to preparation or submission of this Proposal and Contract execution, paid
if we are awarded the Contract, are listed below:

Name and Address Amount and Purpose of Commission

of Agents Currency or Gratuity
Section 4. Financial Proposal – Standard Forms 63

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

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

We remain,

Yours sincerely,

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

Full name: {insert full name of authorized representative}

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

{For a joint venture, either all members shall sign or only the lead
member/consultant, in which case the power of attorney to sign on behalf of all
members shall be attached}
Section 4. Financial Proposal – Standard Forms 64

FORM FIN-2 SUMMARY OF COSTS

Cost
{Consultant must state the proposed Costs in accordance with ITC 16.4 of the Data Sheet;
delete columns which are not used}
Item
{Insert
{Insert Foreign {Insert Foreign
{Insert Foreign Local Currency, if used
Currency # 2, if Currency # 3, if
Currency # 1} used} used}
and/or required (16.4
Data Sheet}
Cost of the Financial Proposal

Including:

(1) Remuneration

(2) Reimbursables

Total Cost of the Financial Proposal:

{Should match the amount in Form FIN-1}
Indirect Local Tax Estimates – to be discussed and finalized at the negotiations if the Contract is awarded

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

tax}
(ii) {e.g., income tax on non-resident
experts}
(iii) {insert type of tax}

Total Estimate for Indirect Local Tax:

Footnote: Payments will be made in the currency(ies) expressed above (Reference to ITC 16.4).
Section 4. Financial Proposal – Standard Forms 65

FORM FIN-3 BREAKDOWN OF REMUNERATION

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

A. Remuneration

No. Person-month Time Input in {Currency {Currency {Local

Position (as {Currency# 3-
Name Remuneration Person/Month # 1- as in # 2- as in Currency-
in TECH-6) as in FIN-2}
Rate (from TECH-6) FIN-2} FIN-2} as in FIN-2}

Key Experts

K-1 [Home]
[Field]
K-2

Non-Key Experts
N-
[Home]
1
N-
[Field]
2
Section 4. Financial Proposal – Standard Forms 66

Total Costs
Section 4. Financial Proposal – Standard Forms 67

Appendix A. Financial Negotiations - Breakdown of

Remuneration Rates
(i) Review of Remuneration Rates

a. The remuneration rates are made up of salary or a base fee,

social costs, overheads, profit, and any premium or allowance
that may be paid for assignments away from headquarters or a
home office. An attached Sample Form can be used to provide
a breakdown of rates.

b. If the RFP requests submission of a technical proposal only, the

Sample Form is used by the selected Consultant to prepare for
the negotiations of the Contract. If the RFP requests submission
of the financial proposal, the Sample Form shall be completed
and attached to the Financial Form-3. Agreed (at the
negotiations) breakdown sheets shall form part of the
negotiated Contract and included in its Appendix D or C.

c. At the negotiations the firm shall be prepared to disclose its

audited financial statements for the last three years, to
substantiate its rates, and accept that its proposed rates and
other financial matters are subject to scrutiny. The Client is
charged with the custody of government funds and is expected
to exercise prudence in the expenditure of these funds.

d. Rate details are discussed below:

1. Salary is the gross regular cash salary or fee paid to the individual in the
firm’s home office. It shall not contain any premium for work away from
headquarters or bonus (except where these are included by law or
government regulations).

2. Bonuses are normally paid out of profits. To avoid double counting, any
bonuses shall not normally be included in the “Salary” and should be
shown separately. Where the Consultant’s accounting system is such
that the percentages of social costs and overheads are based on total
revenue, including bonuses, those percentages shall be adjusted
downward accordingly. Where national policy requires that 13 months’
pay be given for 12 months’ work, the profit element need not be
adjusted downward. Any discussions on bonuses shall be supported by
audited documentation, which shall be treated as confidential.
Section 4. Financial Proposal – Standard Forms 68

3. Social Charges are the costs of non-monetary benefits and may include,
inter alia, social security (including pension, medical, and life insurance
costs) and the cost of a paid sick and/or annual leave. In this regard, a
paid leave during public holidays or an annual leave taken during an
assignment if no Expert’s replacement has been provided is not
considered social charges.

4. Cost of Leave. The principles of calculating the cost of total days leave
per annum as a percentage of basic salary is normally calculated as
follows:

total days leave x 100

Leave cost as percentage of salary =
[365 - w - ph - v - s]
Where w = weekends, ph = public holidays, v = vacation, and s = sick leave.

Please note that leave can be considered as a social cost only if the
Client is not charged for the leave taken.

5. Overheads are the Consultant’s business costs that are not directly
related to the execution of the assignment and shall not be reimbursed
as separate items under the Contract. Typical items are home office
costs (non-billable time, time of senior Consultant’s staff monitoring the
project, rent of headquarters’ office, support staff, research, staff
training, marketing, etc.), the cost of Consultant’s personnel not
currently employed on revenue-earning projects, taxes on business
activities, and business promotion costs. During negotiations, audited
financial statements, certified as correct by an independent auditor and
supporting the last three years’ overheads, shall be available for
discussion, together with detailed lists of items making up the
overheads and the percentage by which each relates to basic salary. The
Client does not accept an add-on margin for social charges, overhead
expenses, etc. for Experts who are not permanent employees of the
Consultant. In such case, the Consultant shall be entitled only to
administrative costs and a fee on the monthly payments charged for
sub-contracted Experts.

6. Profit is normally based on the sum of the Salary, Social costs, and
Overheads. If any bonuses paid on a regular basis are listed, a
corresponding reduction shall be made in the profit amount. Profit shall
not be allowed on travel or any other reimbursable expenses.

7. Away from Home Office Allowance or Premium or Subsistence

Allowances. Some Consultants pay allowances to Experts working away
Section 4. Financial Proposal – Standard Forms 69

from headquarters or outside of the home office. Such allowances are

calculated as a percentage of salary (or a fee) and shall not draw
overheads or profit. Sometimes, by law, such allowances may draw
social costs. In this case, the amount of this social cost shall still be
shown under social costs, with the net allowance shown separately.

UNDP standard rates for the particular country may be used as reference
to determine subsistence allowances.
Section 4. Financial Proposal – Standard Forms 70

Sample Form

Consultant: Country:
Assignment: Date:

Consultant’s Representations Regarding Costs and Charges

We hereby confirm that:

(a) the basic fees indicated in the attached table are taken from the firm’s payroll
records and reflect the current rates of the Experts listed which have not been
raised other than within the normal annual pay increase policy as applied to all
the Consultant’s Experts;

(b) attached are true copies of the latest pay slips of the Experts listed;

(c) the away- from- home office allowances indicated below are those that the
Consultant has agreed to pay for this assignment to the Experts listed;

(d) the factors listed in the attached table for social charges and overhead are based
on the firm’s average cost experiences for the latest three years as represented by
the firm’s financial statements; and

(e) said factors for overhead and social charges do not include any bonuses or other
means of profit-sharing.

[Name of Consultant]

Signature of Authorized Representative Date

Name:

Title:
Section 4. Financial Proposal – Standard Forms 71

Consultant’s Representations Regarding Costs and Charges

(Model Form I)

(Expressed in {insert name of currency*})

Personnel 1 2 3 4 5 6 7 8
Basic Away from
Proposed Fixed Proposed Fixed
Remuneration Social 2 Home
Name Position Overhead1 Subtotal Profit Rate per Working Rate per Working
Rate per Working Charges1 Office
Month/Day/Hour Month/Day/Hour1
Month/Day/Year Allowance
Home Office

Client’s Country

{* If more than one currency is used, use additional table(s), one for each currency}
1. Expressed as percentage of 1
2. Expressed as percentage of 4
Section 4. Financial Proposal – Standard Forms 72

FORM FIN-4 BREAKDOWN OF REIMBURSABLE EXPENSES

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

B. Reimbursable Expenses

Unit {Currency # 1- {Currency # 2- {Currency# 3- {Local Currency- as

N° Type of Reimbursable Expenses Unit Quantity
Cost as in FIN-2} as in FIN-2} as in FIN-2} in FIN-2}
{e.g., Per diem allowances**} {Day}
{e.g., International flights} {Ticket}

{e.g., In/out airport transportation} {Trip}

{e.g., Communication costs between

Insert place and Insert place}
{ e.g., reproduction of reports}
{e.g., Office rent}
....................................
{Training of the Client’s personnel –
if required in TOR}
Total Costs

Legend:
“Per diem allowance” is paid for each night the expert is required by the Contract to be away from his/her usual place of residence.
Client can set up a ceiling.
Section 5. Eligible Countries 73

Section 5. Eligible Countries

Eligibility for the Provision of Consulting Services in Bank Group Financed
Procurement

For the purpose of ITC 6.1,

The proceeds of any Bank financing shall be used to cover services provided by
“Consultants” from Eligible Countries. For the purpose of eligibility, “Consultants”
shall mean firms or entities or their joint ventures (JVs), including any individuals or
experts or sub-consultants offered by them in providing required services.

“Eligible Countries” shall mean: (a) in the case of the African Development Bank
(ADB) and the Nigerian Trust Fund (NTF), the member countries of the African
Development Bank; and (b) in the case of the African Development Fund (ADF), any
country.

Consultants (firms or JVs), including individuals and experts, and sub-consultants

offered by the Consultant in providing services shall be nationals of or registered in,
“Eligible Countries” ax may be the case. If not, their services shall not be eligible,
even if they offer services from “Eligible Countries”. Any waiver to this rule will be
in accordance with the Articles 17 (1) (d) of the Agreement Establishing the African
Development Bank and 4.1 of the Agreement Establishing the Nigeria Trust Fund.
List of Eligible Countries can be found in African Development Bank’s website:

https://www.afdb.org/en/about-us/corporate-information/members/

In reference to ITC 6.3.2, for the information of shortlisted Consultants, at the

present time firms, goods and services from the following countries are excluded
from this selection:

Under the ITC 6.3.2 (a): None

Under the ITC 6.3.2 (b): None]

Section 6. Fraud and Corruption 75

Section 6. Fraud and Corruption

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

1. Purpose
1.1 The Bank’s Integrity Framework and this annex apply with respect to
procurement under Bank Investment Project Financing operations.

2. Requirements

2.1 The Bank requires that Borrowers (including beneficiaries of Bank financing);
bidders (applicants), consultants, contractors and suppliers; any sub-
contractors, sub-consultants, service providers or suppliers; any agents
(whether declared or not); and any of their personnel, observe the highest
standard of ethics during the procurement process, selection and contract
execution of Bank-financed contracts, and refrain from Fraud and Corruption1.

2.2 To this end, the Bank:

(a) Defines, for the purposes of this provision, the terms set forth below as
follows:
i. “corrupt practice” is the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence improperly the
actions of another party2;
ii. “fraudulent practice” is any act or omission, including
misrepresentation, that knowingly or recklessly misleads, or attempts
to mislead, a party3 to obtain financial or other benefit or to avoid an
obligation;
iii. “collusive practice” is an arrangement between two or more parties
designed to achieve an improper purpose, including to influence
improperly the actions of another party;
iv. “coercive practice” is impairing or harming, or threatening to impair
or harm, directly or indirectly, any party or the property of the party
to influence improperly the actions of a party;

1 In this context, any action to influence the procurement process or contract execution for undue advantage is improper.
2 For the purpose of this sub-paragraph, “another party” refers to a public official acting in relation to the procurement
process or contract execution, including Bank staff and employees of other organizations taking or reviewing
procurement decisions.
3 For the purpose of this sub-paragraph, “party” refers to a public official, including Bank staff and employees of other
organizations taking or reviewing procurement decisions.; the terms “benefit” and “obligation” relate to the procurement
process or contract execution; and the “act or omission” is intended to influence the procurement process or contract
execution.”
Section 6. Fraud and Corruption 76

v. “obstructive practice” is:

a) deliberately destroying, falsifying, altering, or concealing of
evidence material to the investigation or making false
statements to investigators in order to materially impede a Bank
investigation into allegations of a corrupt, fraudulent, coercive,
or collusive practice; and/or threatening, harassing, or
intimidating any party to prevent it from disclosing its
knowledge of matters relevant to the investigation or from
pursuing the investigation; or
b) acts intended to materially impede the exercise of the Bank’s
inspection and audit rights provided for under paragraph 2.2 e.
below.
(b) Rejects a proposal for award if the Bank determines that the firm or
individual recommended for award, any of its personnel, or its agents, or
its sub-consultants, sub-contractors, service providers, suppliers and/ or
their employees, has, directly or indirectly, engaged in corrupt, fraudulent,
collusive, coercive, or obstructive practices in competing for the contract in
question;
(c) In addition to the legal remedies set out in the relevant Legal Agreement,
may take other appropriate actions, including declaring misprocurement, if
the Bank determines at any time that representatives of the Borrower or of
a recipient of any part of the proceeds of the loan engaged in corrupt,
fraudulent, collusive, coercive, or obstructive practices during the
procurement process, selection and/or execution of the contract in
question, without the Borrower having taken timely and appropriate action
satisfactory to the Bank to address such practices when they occur,
including by failing to inform the Bank in a timely manner at the time they
knew of the practices;
(d) Pursuant to the Bank’s Integrity Framework and in accordance with the
Bank’s prevailing sanctions policies and procedures, may sanction a firm or
individual, either indefinitely or for a stated period of time, including by
publicly declaring such firm or individual ineligible (i) to be awarded or
otherwise benefit from a Bank-financed contract, financially or in any other
manner;4 (ii) to be a nominated5 sub-contractor, consultant, manufacturer

4 For the avoidance of doubt, a sanctioned party’s ineligibility to be awarded a contract shall include, without limitation,
(i) applying for pre-qualification, expressing interest in a consultancy, and bidding, either directly or as a nominated
sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service provider, in respect
of such contract, and (ii) entering into an addendum or amendment introducing a material modification to any existing
contract.
5 A nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service
provider (different names are used depending on the particular bidding document) is one which has been: (i) included
by the bidder in its pre-qualification application or bid because it brings specific and critical experience and know-
how that allow the bidder to meet the qualification requirements for the particular bid; or (ii) appointed by the Borrower.
Section 7. Terms of Reference 77

or supplier, or service provider of an otherwise eligible firm being awarded

a Bank-financed contract; and (iii) to receive the proceeds of any loan made
by the Bank or otherwise to participate further in the preparation or
implementation of any Bank-financed project;
(e) Requires that a clause be included in bidding/request for proposals
documents and in contracts financed by a Bank loan, requiring (i) bidders
(applicants),, consultants, contractors, and suppliers, and their sub-
contractors, sub-consultants, service providers, suppliers, agents
personnel, permit the Bank to inspect6 all accounts, records and other
documents relating to the procurement process, selection and/or contract
execution, and to have them audited by auditors appointed by the Bank.

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

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Section 7. Terms of Reference 79

Section 7. Terms of Reference

Consultancy Services for

Implementation of ERP for Customer Services Improvement

Background Information

The Northern Region Water Board (herein referred to as the Client) was established under
the Waterworks Act No. 17 of 1995 as a parastatal organization responsible for provision
of water supply and waterborne sanitation services in the urban centres of the Northern
Region of Malawi. The NRWB currently manages ten (10) water supply schemes, namely,
Mzuzu, Ekwendeni, Mzimba, Rumphi, Nkhatabay, Chintheche, Chilumba, Karonga,
Songwe and Chilumba.

The Northern Region Water Board is implementing Rumphi Water and Sanitation Services
Improvement Project (RWSSIP) with financing from the African Development Bank (AfDB)
and the Government of Malawi (GoM). The project development objective is to increase
access to reliable and sustainable potable water supply and improved sanitation services
for the socio-economic growth and development of Rumphi Town and the country.

The Project has three (3) components, namely:

1. Resilient Water Supply Infrastructure Development.

2. Resilient Sanitation Infrastructure and Hygiene Promotion.
3. Institutional Capacity Strengthening and Project Management

Component 3 will support project management services, monitoring and evaluation, and
auditing services to ensure that the project is implemented in time and that project
objectives are achieved efficiently and effectively. It will also support institutional capacity
building activities such as training of NRWB staff to improve customer service skills,
increase productivity and foster a culture of learning and collaboration. The component
will further support the improvement of service delivery and operational efficiency
through the procurement of the Enterprise Resource Planning (ERP) system.

79 | P a g e
Section 6. Fraud and Corruption 80

Existing Systems

NRWB currently uses Microsoft Dynamics AX as its ERP solution for managing its financial
and operational processes. However, the Microsoft Dynamics AX system is a legacy ERP
solution which is outdated and no longer receives support or security updates.
Furthermore, the system has security vulnerabilities, limited reporting, inefficient
integration with other systems and inadequate scalability.

In addition to the ERP, NRWB also has the following systems:

1. Prepaid billing system - Lapis

2. Post Paid Billing system – Eldorado
3. Pre-Paid Meter system with Integrated Prepaid Meters - Lapis
4. On Spot Billing system - Utility Master
5. Datawarehouse Reporting system – MS-SQL
6. Payroll system – Aruti
7. Geographical Information System – QGIS

The systems above are not comprehensively integrated with the existing ERP.

It is against this background that the NRWB intends to apply part of the proceeds of the
financing from AfDB and GoM for payments under the contract for Consultancy Services
for the procurement of an ERP solution with integration capabilities for existing and
emerging systems.

Objectives of the Assignment

These Terms of Reference have been developed for the Client to recruit a Consultant to
provide an ERP System that will be able to fully integrate with existing systems, improve
operational efficiency and customer service delivery.

The specific objectives include: -

a) Implement a web-based Enterprise Resource Planning (ERP) system to automate,

integrate all the NRWB’s operations/processes and enforce necessary controls.
b) Provide a system with dashboard capabilities to facilitate accurate and timely
reporting and informed strategic management decisions.
c) Improve customer service delivery by providing an online contact point, improving
access to customer information, improved fault reporting and tracking.
Section 7. Terms of Reference 81

d) Improve organisational productivity through the reduction of time spent on

managing documents among others.
e) Provide periodical and ad hoc reports.
Scope of Services, Tasks (Components) and Expected Deliverables

a. Scope of Services
The Consultant shall be required to implement an ERP system with the following desirable
modules listed in the table below. The Consultant is expected to develop provide a
complete system of modules that must integrate seamlessly as part of the core ERP
including but not limited to Billing, On Spot Billing, Cash Collection and Operations
Management. The table also provide the licensing requirements for the ERP.

Item No. Description Number of Licenses (Users)

1. Enterprise Resource Planning System 808
2. Web Portal Unlimited

Module
2. Finance Management
3. Stores Management
4. Human Resource Management
5. Asset Management
6. Payroll Management
7. Procurement Management
8. Billing and Cash Collection
9. On Spot Billing
10. Customer Service Management
11. Operations Management
12. Projects Management and Accounting
13. Internal Audit Management
14. Risk Management
15. IT Administration

8
80 concurrent users. The system should auto logout idle users to free idle licenses.

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Section 6. Fraud and Corruption 82

a. Tasks (Components)
The activities to implement the ERP shall include but not be limited to:

1. Requirements definition & mapping

2. Data Conversion and Evaluation
3. System customization, setup & configuration
4. System acceptance
5. System installation & training
6. Post-implementation support

1. Requirements definition & mapping

• Understanding, reviewing, and assessing the existing systems environment,
including job descriptions, business processes and procedures, integrations
required.
• Analysis and appropriate recommendations regarding the gaps between current
business processes, best practices and the systems offered by the Consultant,
• Analysis of existing reports and forms and design of reports and forms to
accommodate the proposed systems.

2. Data Migration
• Data migration routines should be established where required and tested, and data
should be migrated from legacy system (Microsoft Dynamix AX) prior to going live
with the new system.
• Prior to migration certain data capture might be required. Capturing data refers to
data not available in digital format. If such data is required for the proposed
systems to be operated effectively, the Utility will provide personnel to carry out
data capturing. The Consultant must coordinate and supervise this activity and
must provide suitable software utilities to enable the capture. Data capture of live
data must be coordinated to allow for data that has changed during the data
capturing activity.
• In performing data migration from the legacy system, the system should produce
discrepancy reports such as (1) Orphan transactions, (2) Inconsistent Customer
balances vs. transaction totals and (3) Customers without transactions. Such
discrepancies will be investigated by the Utility prior to going live with the system.
Section 7. Terms of Reference 83

3. System customization, integration, setup & configuration

• Based on the findings of 4.1.1 the Consultant is expected to draw up specifications
and proceed with customizing the software to cope with all the requirements.
• The system will be configured and set up and reports and forms customized in
accordance with the requirements as defined under Activity 1. Interfaces to related
and 3rd party products must be developed, implemented and tested.
• This activity will be carried out in parallel with 4.1.2.
• The Consultant MUST perform the Internal and external Integration Services and
provide APIs from the ERP to internal and external systems. Internal Systems
include Postpaid billing system, prepaid billing system, GIS system, Integrated
Management Information System (IMIS). External Systems such as Banking
Systems, Mobile Money Systems (such as Mpamba, Airtel money), Malawi Revenue
Authority (MRA) Systems.

4. System acceptance testing

• Prior to system acceptance testing the Consultant must submit an acceptance
testing plan for approval. System functionality must be tested and accepted, prior
to deployment. This activity also involves the testing of data conversion routines
and interfaces with other applications.

5. System Installation and Training

• Ensure system infrastructure is in place and tested for all necessary
communications.
• Installation and final setting up of the complete system, including database
management systems and related, on the Utility’s actual servers, workstations and
networks and at outlaying offices and remote sites where required.
• Users and management must be trained in all facets of the systems, and training
for system administrators must be provided. Training should be adapted to include
training on the operational procedures and job descriptions.

6. System post-implementation support

• General: The Consultant shall provide a warranty of one [1] year. The Consultant
shall also provide support services for a period of five [5] years.
• Software Maintenance: The consultant must ensure Software Maintenance with
software manufacturer for the entire support contract duration entitling the Utility
free upgrades and software related 3rd level support.
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• 1st Level Support: 1st Level support to systems operational personnel will be
provided by the Utility’s support engineer seconded to the Consultant from
commencement of contract, suitably trained and certified by the software supplier
as expert user of the system. 1st level support is essential for proper system
operation and should include the following services:

a. System administration functions

b. Supervise and execute new customized reports when required.
c. Assist in the production of operational and management reports & queries.
d. Supervise the implementation of predetermined workflow procedures.
e. Provide ongoing user and management training.
f. Assist with the appointment and training of additional or replacement
system personnel.
g. Provide on-going user support to Utility personnel.
h. Implement system upgrades.
i. Report to 2nd level support personnel problems they cannot resolve.

• 2nd Level support: The Consultant must also provide 2nd level support through
suitably qualified personnel, through regular visits as well as back-office support,
including the following activities:

a. Supervise and execute changes in system configuration when required.

b. Provide training to 1st level support personnel on new system upgrades
when they become available.
c. Assist 1st level support personnel in resolving operational problems they
cannot cope with.
d. Evaluate the nature of reported problems and in case of defects forward
through to software manufacturer.
e. Report to software manufacturers operational problems they need software
solutions for resolving.
f. Assist NRWB in identifying new system requirements and in overall
coordination of problem resolution.

• Training: The Consultant must see that the NRWB personnel are always properly
trained in operating the system and ensure that all new personnel receive
appropriate training.
Section 7. Terms of Reference 85

b. Deliverables
No. Deliverable Due date Number of
(No. of months from Copies
commencement date)
1. Inception Report 1.0 Electronic copy
2. Requirement Definition and 3.0 Electronic copy
Mapping Report
3. System Design, customization, 6.0 Electronic copy
setup & configuration Report
4. System Acceptance Report 8.0 Electronic copy
5. ERP Deployment and User 10.0 4 Hard Copies
Training Report and Electronic
copy

Team Composition and Qualification Requirements for the Key Experts

The Consultant shall provide a team of experts all of whom shall be adequately qualified
and experienced in their respective fields. The following is the minimum qualification and
number of personnel:

a) Project Manager [1] – shall have at least a Master’s degree in ICT, Computer
Science, Engineering, Project Management, Business Administration or
equivalent and professional experience in management and coordination of
project teams and resources. The Project Manager shall have at least ten [10]
years relevant experience of which at least five [5] years shall be as a Project
Manager on similar projects.

b) ERP System Expert [1] – shall have at least a Bachelor’s degree in ICT, Computer
Science, Accounting, Engineering or equivalent and professional experience in
business systems development, implementation, maintenance and support. The
ERP System Expert shall have at least eight [8] years relevant experience of which
at least five [5] years shall be as ERP System Expert on similar assignments.

c) Software Developer [1] – shall have at least a Bachelor’s degree in ICT,

Computer Science, Computer Engineering or equivalent and professional
experience in software development and system integration. The Developer shall
have eight [8] years professional experience in carrying out similar assignments.

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d) Database Expert [1] - shall have at least a Bachelor’s degree in ICT, Computer
Science, Computer Engineering or equivalent and professional experience in
database systems and security protocols. The Developer shall have eight [8] years
professional experience in carrying out similar assignments.

e) Quality Assurance Engineer [1] - shall have at least a Bachelor’s degree in ICT,
Computer Science, Computer Engineering or equivalent and professional
experience in system testing and acceptance. The Quality Assurance shall have
eight [8] years professional experience in carrying out similar assignments.

f) Training Expert [1] - shall have at least a Bachelor’s degree in ICT, Computer
Science, Computer, Engineering or equivalent and professional experience in
providing training and support for business systems. The training expert shall
have eight [8] years professional experience in carrying out similar assignments.

An overall 30 man-months effort is estimated for the assignment.

Reporting Requirements and Time Schedule for Deliverables

c. Assignment Duration and Required Input

The total duration of the assignment is 10 months and the estimated Key Experts’ time
input in man-months for the assignment is 30.

The Consultant is free to include the input of other man months deemed relevant to
perform this assignment as per the requirements set in the tasks to be carried out.

Note: Man-months include equivalent staff-months for technical and administrative

support staff

d. Reporting
The Consultant will be responsible to the Chief Executive Officer of the Northern Region
Water Board for the successful implementation of the project. However, for carrying out
day to day operational activities he shall interact with the Project Coordinator and the
Director of Infrastructure Development while contractual issues shall be reported directly
to the Chief Executive Officer.

The Consultant will be required to prepare reports during the implementation of the
project. All reports and documents will be in English.

The reports shall be submitted to:

Section 7. Terms of Reference 87

The Chief Executive Officer

Northern Region Water Board
Off Mzuzu-Lilongwe Road
Bloemwater Street
Kawiluwilu House
Private Bag 94
Mzuzu
MALAWI

Client’s Input and Counterpart Personnel

The Client may second staff to the Consultant. The Consultant shall provide on-job
training to these personnel so that they provide useful contribution as part of the
Consultant. All the costs related to the assignment of the seconded staff will be the
responsibility of the Client.

Failure of the Board to provide such staff shall not relieve the Consultant of his
responsibility to fulfil the whole or part of this Assignment.

Obligation of the Consultant

The Consultant shall have a physical place of operation (an office) conveniently located in
Mzuzu during the implementation of the Project.

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System Specifications

e. General

7. User Friendly
The system must make use of the latest advances in IT supporting industry standards such
as Windows 10 and 11, object-oriented programming web-enabling, report generators,
dashboards, cloud and open client-server and multi-tiered architecture. The systems must
employ a modular software design, enabling phased implementation and employ
distributed and scalable system architecture that allowing any system size and
configuration, whether in standalone mode, or in a multi-user and multi-tiered distributed
fashion.

8. Extensibility & integration

All proposed software modules must share the same data model covering the entire range
of core ERP modules and modules developed for operations functions.

9. Audit Trail
The system should be configured to monitor a detailed audit trail analysis showing who,
what and when something has been updated or deleted in the database.

10. Authorization Control

The system must provide parameterizable user access rights to system functions. The user
must be able to define: authorization access to each module, a specific form or even a
specific field or operation per post; Username and encrypted Password for each employee
and Audit trail criteria to record changes to the database and trace changes to users. A
strong password policy can be defined such that will include various attributes like
enforcing alphanumeric passwords, of certain minimum length, expiry period etc.

11. System Maintenance

a) General: The system must provide a set of tools to perform maintenance tasks on
the database. Special exception reports must be provided to isolate specific
inconsistencies between tables or data contained in tables.
b) "Ad-hoc Backup & Restore": The system should be able to backup and restore a
database on ad-hoc basis in a few steps using a wizard.
c) Scheduled Backups: The system must allow scheduling of daily backups of the
database and auto-compression of backup files.
Section 7. Terms of Reference 89

d) Repair Database objects: The system should be able to re-index tables, re-create
database users’ triggers and views to improve database performance and/or fix
any database object.
12. Enquiries & Reports
a) Reporting should include queries, graphical templates, thematic mapping,
dashboards and Numerical Reports. A selection of common reports should be
provided as standard reports, whilst the user should be able to make custom-made
reports. The system should allow Enquiries using any of the data fields.
13. Security
a) The system should have the option to authenticate users against active directory
or switch and use its own user authentication mechanism.
b) Authorization access codes: The system should be deployed with parameterizable
various user access rights to all system functions.
c) The system should have the ability to track successful and unsuccessful attempts
to modify/delete audit logs.
d) The System internal audit logs should also be audited for changes to them
modifications/deletions to them.
Licensing Costs
e) The Consultant shall include the cost of all needed licenses and hosting hardware
requirements (including servers where applicable) for implementation of the ERP
for a period of at least 2 years.

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f. Finance

14. General
• The system should make provision for the management of financial transactions
other than regular consumption and service transactions. It should have easy menu
navigation and validation checks should be in place to ensure accurate and easy
data entry. Authorization control should be based on user level and allow for
review and authorization of applications by supervising officers. Authorization level
should be scalable depending on the amount of the financial transaction. It must
make sure that a financial application cannot be authorized by the same user who
has started it.
• Users should be able to design the workflow to be followed in all types of
Applications such that they follow Organization’s business processes. Users can
define additional workflows if required.

15. Specific Requirements

Financial Management
a) The system should have the ability to set up all the accounts needed in the chart
of accounts and add more whenever necessary.
b) The system should have the ability to define fiscal year as beginning on any date
and divide it into accounting periods
c) The system should have the ability to view continually updated balances and net
changes.
d) The system should have the ability to create budgets in a matrix window, for a day,
week, month, quarter, year, or any accounting period. Make budgets based on
department, project, or business unit.
e) The system should have the ability to use Analysis Views to investigate
relationships between dimensions and monitor performance.
f) The system should have the ability to attach an infinite number of dimensions to
each budget entry.
g) The system should have the ability to use default dimensions effectively to avoid a
lot of manual data entry and ensure that the desired dimensions data is always
posted.
h) The system should be able to customize journals according to function modules.
Section 7. Terms of Reference 91

i) The system should have the ability to support auto reverse of posted journal
entries upon approvals.
j) The system should have the ability to drill down from GL entries into supporting
documentation/transactions (may be multi-level drill down) to see original entry
k) The system should allow authorized users to post transactions to the current, future
and previous periods throughout the system, with the appropriate approval and
audit trails.
l) The system should provide workflow capabilities for authorizations on transaction
processing, journals, asset transfers, exception reports, etc.
m) The system should provide flexible mechanisms for allocation of organizational
costs to specified cost centres.
n) The system should have ability to perform year end closing procedures.
Chart of Accounts
a) The system should have the ability to support segmented accounts with user
defined lengths.
b) The system should have the ability to provide at least three account segments to
distinguish transactions per department and cost centre.
c) The system should have the ability to tag accounts as active or inactive and prevent
capturing to the inactive accounts.
d) The system should have the ability to prevent posting to inactive Accounts.
e) The system should have the ability to support alphanumeric account codes.
f) The system should have the ability to support accounts grouping into liability and
other liabilities, asset and other assets, equity/fund, income and other income and
expenses accounts and other expenses
g) The system should have the ability to summarize detail accounting information
into multiple summary levels as needed.
h) The system should have the ability to restrict access to specific accounts as per pre-
defined rules.
Cash Management
b) The system should have ability to integrate with third parties for automatic
Customer Payments update.
c) The system should have the ability to be integrated with Electronic Funds Transfer.
d) The system should have the ability to manage Multiple and Multi currency Bank
Accounts.

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e) System should have the ability to do bank Reconciliation.

Fixed Assets
a) The system should have the ability to define information for an asset in a number
of ways, for example, number, description, class code, location code, amount and
serial number.
b) The system should have the ability to indicate whether a fixed asset to be procured
was budgeted for at requisition level.
c) The system should have the ability to record information that is used for tracking
the maintenance and insurance status of fixed assets.
d) The system should have the ability to determine the level of detail needed in fixed
assets reporting and statistics, for example, set up asset as a single entity or as a
set of components.
e) The system should have the ability to define an unlimited number of depreciation
books for each fixed asset and describe the required depreciation conditions.
f) The system should have the ability to choose from several standard depreciation
methods: straight-line, reducing balance and accelerated methods according to
financial management policy.
g) The system should have the ability to define periods for production of an asset
movement schedule.
Payables
a) The system should have the ability to define flexible payment terms, discount
periods, and payment methods.
b) The system should have the ability to define flexible payment application policies
including payment tolerance amounts, payment discount grace periods, and cross-
currency application rounding limits.
c) The system should have the ability to define an unlimited number of finance charge
terms.
a) The system should have the ability to reverse vendor transactions posted manually
in journals, including all related ledger entries, VAT entries, and bank account
entries.
b) The system should have the ability to define a default currency for vendors; and
invoice and accept payment in an unlimited number of currencies.
c) The system should have the ability to view vendor statistics per currency, detailed
transaction history, and aging balance reports.
Section 7. Terms of Reference 93

d) The system should have the ability to merge accounts

e) The system should have the ability to accommodate cash advance liquidation.
f) The system should have the ability to automate suggestion of vendor payments
based on due dates, dimension values, vendor priority, and discount availability
g) The system should have the ability to use VAT posting groups to automatically
calculate VAT for vendors.
h) The system should have the ability to specify whether unit prices on purchase lines
should include or exclude VAT.
i) The system should have the ability to check that VAT/Withholding tax registration
numbers aren’t incorrectly duplicated for another vendor in the database.
j) The system should reject at requisition level if the tax button for non-zero-rated
items is not selected.
k) The system should capture payment terms such as payment discount conditions
and penalty conditions
l) The system must be able to interface with the online banking platforms for
uploading approved payments and notifications from the bank (accepted/rejected
payments)
Petty Cash Management
a) The system must allow capturing of petty cash payments.
b) Staff must be able to apply for petty cash request in the system with the defined
limits and notified after approval.
c) System must have a workflow for processing approved petty cash requests
d) The system should automatically track petty cash balance for purposes of
replenishment.
e) The system should provide for definition of petty cash float limits. The system must
reject when the limits are exceeded.
f) The system should enable posting of petty cash transactions to the GL.
Accounts Receivables
a) The system should have the ability to receive notices informing if a customer
exceeds their credit limit, has been blocked from further transactions, or has an
overdue balance.
b) The system should have the ability to send statements or reminders to customers
with overdue balances.
c) The system should produce proforma invoice for customers

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d) The system must be able to update Customer payment immediately when the
payment is made,
e) The system should allow posting to general ledger according bank deposit slip
f) The system should be able to integrate with other mobile operators’ systems and
banks.
g) The System should generate receipts for other income.
h) The system should be able to allow reprinting of customer receipts
Bank Reconciliation
i) The system should provide for automatic bank reconciliation and domestic
borrowing reconciliation.
j) The system should provide for matching and reconciling entries in the cashbook
with those on the bank statements by Bank generated reference number, cheque
numbers, electronic funds transfer etc.
k) The system should provide for creation of journal transactions to record bank direct
payments and receipts.
1. Reports
General
a) The system should allow Customization of reports for ad hoc reporting.
b) The system should have the ability to Produce Aged debtors listing reports.
c) The system should have the ability to provide Invoice reports based on different
parameters for example, Customer, Date range etc.
d) The system should have the ability to provide receipt reports based on different
parameters for example customer, and date range.
Inventory Reports
a) Inventory value report.
b) Inventory quantity report.
c) Inventory aging report and should be by Scheme, Zone and the entire NRWB.
d) Inventory Usage report.
e) Inventory history report-Movement.
f) Inventory by warehouse.
g) Categorized inventory report by inventory group.
Receivables reports
a) Cashiers’ daily collection report
b) Categorised customer payments report per Zone, Area, Scheme and Class.
Section 7. Terms of Reference 95

c) Categorised debtors report per Zone, Scheme, Area and Class.

d) Categorised aged debtors reports per Zone, Area, Scheme and Class.
e) Categorised Sales reports per Zone, Area, Scheme and Class.
f) Debtors reports according to active and disconnected status.
g) Categorised debtor days reports per Zone, Area, Scheme and Class.
Fixed Assets Reports
a) Depreciation reports.
b) Asset group reports.
c) Asset valuation reports.
d) Asset registers by allocation.
e) Fixed Asset movement report:
f) Additions.
g) Disposals.
h) Fixed Asset mid quarter applicability.
i) Fixed Asset Insurance.
j) Fixed Asset Statement.
k) Future Value Fixed Assets Reports.
l) Fixed assets listing.
m) Fixed assets bar code.
n) Fixed assets Register for all, for assets group, for asset category.
Bank Reconciliation Reports
a) Payments Summary by date.
b) Unreconciled bay transactions.
c) Bank payments by vendor.
d) Deposits Summary by date/customer.
e) Bank reconciliation summary.
f) Bank facility report.
g) Cash and bank balance summary.
Accounts Payable Reports
a) Accounts Payable Aging Report: Shows outstanding invoices grouped by age (e.g.,
0-30 days, 31-60 days, 61+ days).
b) Vendor Ledger Report: Displays detailed transactions and balances for each
vendor.

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c) Invoice Register Report: Lists all invoices received, including date, amount, and
status.
d) Payment Register Report: Records all payments made to vendors.
e) Outstanding Checks Report: Reveals checks / EFT Batches issued but not yet
cleared.
f) Accounts Payable Reconciliation Report: Verifies Accounts Payable ledger balances.
g) Vendor Analysis Report: Provides insights into vendor performance and payment
history.
h) Detailed Accounts Payable Report: Shows all AP transactions, including invoices,
payments and credits.
i) Credit Memo Report: Displays vendor credits.
j) Debit Memo Report: Shows vendor debits.
k) Accounts Payable Forecasting Report: Predicts
Management Reports
a) Trial Balance.
b) Income Expenditure statement/ Profit & Loss Statement.
c) Balance Sheet (Statement of Financial Position).
d) Cash Flow Statement.
e) Statement of Net Assets
f) Statistical analysis and presentation
g) Monthly Management Report- This should be a financial report for each vote in
the ledger for the purpose of budget monitoring.
h) The system should have the ability to compare financial reports such as Income
and expenditure and Balance sheet against budget, across periods e.g., month,
year to date, previous years.
i) The system should have the ability to export reports to MS Excel.
j) The system should have the ability to generate management accounts and
statutory accounts off the ledger. Also, for Tax computation and analysis purposes.
k) The system should have automatic re-categorization of accounts for balance sheet
reporting purposes, depending on whether the balance is debit or credit.
l) A rich set of graphics, mapping, and mash-up tools.
m) The power and stability of Business Intelligence.
n) Near-real-time analytics.
o) Easy integration with other enterprise applications.
Section 7. Terms of Reference 97

g. Procurement Management

2. General
• Should fully integrate with the general ledger (Finance Module).
• Ability to interface with and support E-Procurement (e- tendering, e-quotes
amongst others) through an Extranet.
• The system should have the ability to scan and attach documents.
• All the processes all go through an online workflow process where there should be
online approval of each process. All these system processes are inter-linked and
have a flow where there should be a connection between documents such as the
Requisition, Request for Quotation, Quotation, LPO, Invoice and GRN.
• The system should provide a linked timeline of all the activities related to a
particular purchase request from the time the user raises the requisition to the
point the supplier gets payment where there are any deviations from the ideal
process flow, the system should keep a record of this.

3. Specific Requirements
a) System to send notifications once items are ready for collection from stores.
b) Automatic updating of inventory levels and balances after issuance/reception of
inventory (stocked items and services).
c) Ability to define a procurement plan that is linked to the detailed budget
d) Ability to analyse status of procurement plan, Implementation and also cater for review
of procurement plan.
e) Ability to capture supplier, consultant, contractor and subcontractor details.
f) Ability to track start and end dates of the contract in addition to milestone dates,
contract signing dates and other relevant dates.
g) Ability to display the contract status.
h) The system to keep a copy of all the different versions of a contract once it has been
setup.
i) There should be a record of the necessitating reason for change between each version
of a contract.

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j) Automatic generation and communication of alerts to parties to a contract to pre –

determined trigger points such as renewals through emails, dashboard messages
among others.
k) A full log of changes to any part of the contract such as who, when (day and time),
from where (was it remote or within LAN) among others.
l) System should keep necessary supplier information such as:
i. Name
ii. Supplier code
iii. Business Location
iv. TPIN No.
v. Supplier Type (service, goods or works)
vi. Contact persons
vii. Email address
viii. P.O. Box Number
m) The system should have a database of suppliers and should be able to automatically
generate list of suppliers that can be issued specific RFQs.
n) Should enable supplier information to be accessed by different user categories with
respective privileges.
o) Ability to blacklist suppliers based on a predefined criterion of performance.
p) Ability for end users to anonymously evaluate supplier performance, manage
suppliers, provide alerts for supplier who have not been rated, send letters of the
results of the rating to suppliers via emails and give quarterly reports
q) Create store/purchase requisitions for stocked items, non- stocked items and fixed
assets.
r) Generation of purchase orders should be linked to the contract management.
s) Goods/services inspection form to be filled by the Inspection Team and a report
generated. The system should generate GRN.
t) All user requisitions creation should be online.
u) Online approvals for requisitions.
v) System should not allow requisition of items without a corresponding budget.
w) Purchase requisition should provide details such as: Item number
i. Unit of Measure
Section 7. Terms of Reference 99

ii. Item description

iii. Expected date
iv. Department/Section requisition
v. Estimated cost
vi. Source of budget (as dropdown from an already approved budget.
vii. Date requisition is made
viii. Delivery location
ix. Notes for approver
x) Ability to enquire on number of RfQ issued to a supplier within a certain period and
how many LPOs have been issued to a supplier.
y) Before payments are made by the Finance department, the Inspection Team and the
procurement department must approve the payment (after confirming goods/services
delivered are as per their request).
z) Ability to capture invoices from suppliers (with a mandatory field to upload the
invoice). Once the invoice, the head of department then approves with comments.
aa) The system should automatically update the inventory once the inspection committee
has recorded successful delivery of items.
bb)The system should produce all statutory reports required by Malawian laws and
regulations.
cc) The system should support automatic computation of Malawian statutory deductions
and report generation.

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h. Operations

4. General
The system should be able:
a) To allow importation and exportation of data in MS excel, pdf, csv.
b) To give alerts on critical issues as defined.
c) Support workflows for implementing processes as well as associated approvals.
d) Provide customized general and customized communication thus identify and target customer segments for
personalized communication.
e) Bill non-customers and other services
f) Capture details for disconnection and reconnection.
g) Should be web-based ERP.
h) Walk routes for billing should be in alignment with the situation on the ground.
i) Should allow meter management from the stores issuing to the installation of the meter in the field.
j) Manage online applications for all services
5. Mobile Application
The system should integrate with a mobile application (to be developed and provided by the same Consultant who will
provide the system) that will interact with the system in order to capture and view data in a number of areas including:
a) Water quality.
b) Bulk meter reading.
c) Job cards – for Maintenance and New Water Connection (NWC) works.
6. Integration with other systems
The ERP should seamlessly integrate with other systems such as:
a) Prepaid metering
b) Smart metering
 Section 7. Terms of Reference 101

c) On spot billing (to be developed and provided by the same Consultant who will provide the system)
d) Customer Services Module and web-portal (to be developed and provided by the same Consultant who will provide
the ERP system)
e) e-billing
f) SMS billing
g) Company website
h) Any approved third-party systems
7. Specific requirements
Specifically, the ERP should be able to capture the following data and assist in implementing the following processes:
Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional
Operation by information
Raw Water Name of the source Once
Source of raw water
Type of the source Predefined: Once
of raw water Either river,
lake, dam,
borehole
Design capacity of m3/day Once
the source
Operational Once
procedure of the
source Plant
Bulk water meter m3 Daily Supervisor
readings
Water levels at masl Daily
intake
Water Treatment Name of water Once
Plant (WTP) treatment works

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Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
Location of water Coordinates Once
treatment works
Supply location of Once
treated water
Design capacity of m3/day Once
water treatment
works Plant
Operational Once Operator
procedure of the
water treatment
plant
Number of pumps Once
installed
Number of pumps Daily
in working
condition
Design capacity of m3/hour Once
pumps
Actual capacity of m3/hour Daily
pumps
Clear Water Tank m Daily
Level
Bulk water meter m3 Daily
readings – Outlet of
the WTP
Bulk water meter m3 Daily
readings –
Backwash
 Section 7. Terms of Reference 103

Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
Status of Treatment Daily
Units
Chemicals Usage Chlorine -kgs Daily
Coagulant -
Litres
Electricity
Units Balance MWK Daily Both Solar and National
Grid from Electricity
Supply Company of
Malawi (ESCOM)
Power kVA and kWh Daily
Usage
Residual Chlorine ppm Hourly
Power Outage Hours Daily
Pump Running Hours Daily
Hours
Unit Downtime Hours Daily
Plant Downtime Hours Daily
Plant Visits
Booster Station Name of Booster Once
Station
Booster Station Once
unique ID
Location of the Coordinates Once
Booster Station
Number of pumps Once
installed

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Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
Number of pumps Daily Plant
in working Operator
condition
Design capacity of m3/hour Once
pumps
Actual m3/hour Daily
flow/capacity of
pumps
Actual head m daily
delivery of pumps
Reservoirs unique Once
ID
Type of reservoirs Predefined: Once
either steel,
concrete
Location of the Coordinates Once
reservoirs
Design capacity of m3 Once
the reservoirs
Service Tank Level m Daily
Bulk water meter m3 Daily
readings -inlet
Bulk water meter m3 Daily
readings - outlet
Chemicals Usage
Kgs Daily
Chlorine
Coagulant Litres Daily
Electricity
 Section 7. Terms of Reference 105

Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
Units MWK Daily Both Solar and ESCOM
Balance
Power kVA Daily
Usage
Power kWh Daily
Usage
Residual Chlorine ppm Hourly
Power Outage Hours Daily
Pump Running Hours Daily
Hours
Unit Downtime Hours Daily
Plant Downtime Hours Daily
Station Visits
Storage/ service Name of storage/ Once
tanks service tank
Tank unique ID Once
Location of the Coordinates Once
storage/ service
tank
Type of reservoirs Predefined: Once
either steel,
concrete
Location of the Coordinates Once
reservoirs
Design capacity of m3 Once Plant
the reservoirs Operator/
Tank water level m Daily Tank monitor
Bulk water meter m3 Daily
readings -inlet

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Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
Bulk water meter m3 Daily
readings - outlet
DMA Name of DMA Once Plumber
Number of Bulk No.
Meters
DMA Boundaries
(Bulk meters,
Valves, etc.)
DMA Supply flow m3
Bulk water meter m3 Daily Develop an App to be
readings used to capture Bulk
meter readings while in
the field
Condition/Operatio Predefined Daily Stuck, Visual Not Clear,
nal status of bulk status Buried, Leaking
water meter
Location of bulk coordinates Once
meter
Serial number Once
Brand Once
Type Predefined: Once
Date of Once
manufacturing
Date of first Once
installation
Date of last service The ERP should create a
maintenance schedule
based on this information
Meter Type Once Plumber Postpaid/ Prepaid/Smart
 Section 7. Terms of Reference 107

Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
Meter Meter unique Once
Management number
(Meter Register) Meter Size mm Once
Date of Installation Date Once
Meter Number Once
Serial Number Once
Location (GIS) Coordinates Once
Make of meter Predefined Once Volumetric, Velocity or
Turbine
Meter material Predefined Once Plastic/ Brass
Customer Data Account number Plumber and
Account Name Customer
Location (GIS) Coordinates Service
Customer National Assistant
ID Number
Landlord Phone
Number
Landlord email
address
Category Predefined Class A, Class B, Class C,
Commercial or Institution
Meter Number
Pipe Location of Coordinates Plumber The ERP should include Develop an App to be
maintenance breakdown the workflow outlined in used to capture this
the job card in Appendix information while in the
A field
Nature of
breakdown
Name of customer Where applicable

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Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
Account number Where applicable
Phone number Where applicable
Materials Used Develop an App to be
Start time used to capture this
End time information while in the
Work force involved field
Meter Nature of Plumber The ERP should include ”
maintenance breakdown or issue the workflow outlined in
Meter number of the job card in Appendix ”
new meter A
NWC New Water As required by The ERP should include Develop an App with Job
Connection form the NWC the workflow outlined in Card in line with the NWC
Process the job card in Appendix form and process
A
Meter Removal Plumber and ERP to generate report of Develop an App to be
Stores meters to be removed used to capture this
Personnel in Scheme Coordinator (SC) information while in the
closing the job to select meters to be field
removed
ERP sends SMS to
customers
SC shares the list with
Plumber (PL) and
Plumbing Supervisor (PS)
Job Card created
PL indicates works
completed
The job card to be closed
by stores personnel after
 Section 7. Terms of Reference 109

Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
receiving the replaced
meter
Reconnection of Plumber and Payment to be accepted System to automatically
Long Plumbing on all platforms categorise a customer as
Disconnected Supervisor in LDA once they remain
Account (LDA) closing the job disconnected for 3
months
Payment alert to be sent
to PL copying SC and PS
Job Card generated for
the reconnection of LDA
Billing Billing officer to create
billing cycle
Sales Supervisor to check
if the route books are
correct
If route books are okay,
Sales Supervisor to
proceed assign walk
routes
SR to download the • System to flag various
assigned workbooks, and meter status: Stuck
proceed with meter meter, gate locked,
reading and billing fierce dogs, abnormal
reading, reversing
meter, meter visual
not clear, zero
consumption,

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Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
disconnected, Long
disconnected account
• System to flag
low/high bills
(formula to be
provided)
For meters with issues System to automatically
that require to be billed calculate customer
on estimate, system shall average based on
not produce a bill on the previous consumption
spot but flag in the
system for sales
supervisor action.
Sale supervisor to confirm
the exemptions and
approve for billing.
System to send a
notification to customer
through SMS on the
approved bills
System to bill temporary
connections made for
specific events
System to allow reading
of prepaid water meters
System to have an App The App to have a
that allows QR scanning confirmation tab for
of the meter to fetch customer details once
customer details meter is scanned
 Section 7. Terms of Reference 111

Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
Cash Collection Daily System to generate up to The debtors should be
date debtors and aged per sales rep area, per
debtors for disconnection category, per scheme, per
zone
Debtors to be sorted
according to amounts
System to send SMS,
email alert to customers
Payment plans to be
included i.e., should allow
capturing of customer
agreements and send
reminders once payment
has not been received on
the agreed date
Disconnection Account name Sales rep or
Plumber
Account number
Time of
disconnection
Date of
disconnection
Type of
disconnection
Cut-off readings
Reconnection of Account name Sales rep or The ERP should include
disconnected Plumber the workflow outlined in
account Account number

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Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
Time of the job card in Appendix
Reconnection A
Date of
Reconnection
Meter readings at
reconnection
Customer All the information The ERP should allow
database/ on the NWC categorization of
management application form to customers according to
be included their status in the society
History of account
Customer Fault and Customer Customer System to allow recording Once fault is reported
Service Details Service of the fault and should trigger other
Assistant or communicating the same modules i.e. pipe
Customer App to the relevant officer maintenance, meter
maintenance etc.
Location Coordinates System to automatically
record time of
completion once the job
card is closed
Fault Type Predefined System to have Pipe burst, Pipe Leaking,
capabilities to escalate Burst meter, Leaking
the issues once not meter, Leaking Ball cock,
completed within a Jammed valve
specified period
Time fault occurred System to prompt
plumbers to input the
nature of the breakdown
including pipe diameter.
 Section 7. Terms of Reference 113

Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
For pipe diameter greater
than 400mm the system
shall send notification to
Zone Manager (ZM) and
Director of Operations
(DOP)
Name of person
reporting a fault
Contact details of a
person reporting a
fault

The ERP should include

the workflow outlined in
the job card in Appendix
A
Meter self Meter reading m3 Customer It should be able to
reading capture meter images in
order to verify the
integrity of the meter
readings.
Picture of meter

Water Testing See Table 1 See Table 1 Develop an App to be

used to capture this
information while in the
field

Seedlings raised No. Annually

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Station/Area of Raw Data Units Frequency To be captured Process Remarks/ Additional

Operation by information
Tree planting Trees planted No. Annually Also include dates, name
and protection Survival rate % Annually of the catchment area,
Type of trees hectarage, area degraded
planted
Rainfall records mm daily
Workforce No. Annually
(labourers)
Firebreaks km Annually

Maintenance of Name of asset The ERP should include

assets Unique number of the workflow outlined in
asset the job card in Appendix
Type of asset A
Location Coordinates
Date of installation
Lifespan
Condition of asset
Initial value of asset

8. Required Reports from ERP

The following are some of the reports to be produced by the ERP:
a) Volume of water produced; per DMA, Scheme, Zone and entire NRWB.
b) Billing Report i.e. per DMA, per Scheme, per Zone and entire NRWB. This report should include volume billed, zero
consumptions, LDAs, low/high consumptions, billed/unbilled customers, read/unread meters, stuck meters, leaking
meters, leaking stopcocks/ballcocks, customers using water from alternative sources etc.
c) NRW report i.e. per DMA, per Scheme, per Zone and entire NRWB.
Section 7. Terms of Reference 115

d) NWC report i.e. per Sales Rep area, per DMA, per Scheme, per Zone and entire NRWB. This report should include the
number of new water connections made per given time, dates when the connections were made, customer category,
number of fully processed applications for which connections have not been made, type of meter installed, reading
of the meter when installed etc.
e) Water quality report per Scheme, Zone and entire NRWB. This report should include results of all water quality tests
conducted, dates of collecting samples and testing the samples, name of the laboratory as well as the person that
conducted the tests, based on the pre-set values, indicate whether the samples passed or failed etc.
f) Power Usage report i.e. per Station, per Scheme, per Zone and entire NRWB. This report should include the power
usage per day, per month and per week. The type of power and the time it was used should also be shown. The time
when power was not available should also be indicated etc.
g) Maintenance report i.e. per Scheme, per Zone and the entire NRWB. This report should include the number of
breakdowns maintained, materials used, the number of people involved in the maintenance works, period taken to
maintain a breakdown, maintenance cost per given time, dates of scheduled maintenance, due dates of replacing
assets etc.
h) Water units purchase by customers/non-purchase report i.e. per sales area, per Scheme, per Zone and entire NRWB.
This report should include dates and amounts purchased, date of last purchase, accounts whose purchase was zero
etc
i) Faults management report i.e. per plumber area, per Scheme, per Zone and entire NRWB. This report should include
the average time taken to maintain faults, time taken to maintain each type of faults, the number of each type of
faults, comparison of time taken to resolve similar faults in the previous time etc.
j) Cash collection report i.e. per sales rep area, per customer category, per Scheme, per Zone and entire NRWB. This
report should include current debtors, cash collected, debtors in the previous month, age of debtors etc.
k) Payment agreement status report. This report should show the dates and amounts agreed to be paid by customers,
customers who did not honor the agreements etc.

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l) Meter change report. This report should include the dates and reasons for replacing the meters, reading of the meter
at the time of replacing it, the previous and current users of the meters, NRWB staff who changed the meter, reading
of the previous meter when it was being replaced etc.
m) Condition of assets. This report should include maintenance cost for each asset, breakdown frequency for each asset,
projected replacement date for each asset and estimated replacement cost
n) Customer Information Report. This report should include account number, account name, location (GIS), customer
National ID number, landlord phone number, landlord email address, customer category, meter number, other NRWB
accounts held by the customer etc
o) Account Status Report. This report should include customer category, metering area, location (GIS), whether it is
active, disconnected, or long disconnected, meter is working correctly, or it is stuck, battery is fine or drained etc.
Note: For all the reports, the ERP should be able to compare current results to previous results e.g. current quarter to
previous quarter, current year to previous year, current quarter to similar quarter in the previous year

Table 1: Water Quality to be captured by the ERP

Parameter Frequency of Sample type Responsible person Checked

analysis/testing
Residue chlorine hourly Treated Plant Operators and WQ
technician/Assistant
• TDs Every two hours Raw and treated WQAs
• EC
• NTU
• pH
• Chloride Weekly Raw, Treated and WQAs/WQT
• Total distribution
hardness
• Calcium
hardness
Section 7. Terms of Reference 117

Parameter Frequency of Sample type Responsible person Checked

analysis/testing
• Magnesium
hardness
• Magnesium
ion
• Calcium ion
• Carbonates
• Bicarbonates
• Alkalinity
Microbiological: Twice a week for Raw Raw, treated and WQAs/WQT
• Heterotrophic and treated water distribution
Plate Count Once a week for
• Feacal distribution water
Coliforms
• Total
Coliforms
Heavy metals and Quarterly WQOs/WQT/WQAs
trace elements:
• Lead
• Arsenic
• Copper
• Zinc
• Aluminum
• Mercury
• Cadmium
• Nitrates
• Nitrite
• Iron
• Manganese
• Phosphates

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Parameter Frequency of Sample type Responsible person Checked

analysis/testing
• Sulphates
• Chromium
• Fluoride
• Asbestos
• Nickel
• Sodium
• Potassium

APPENDIX A - JOB CARDS AND WORKFLOWS

These will be provided to the successful Consultant

Section 7. Terms of Reference 119

i. Human Resources

9. General
• Integrated HR System and Payroll System: The system must integrate various HR
functionalities including recruitment, employee management, leaves, appraisals, and
payroll into a single platform. This integration should ensure seamless data flow and
consistency across all HR processes, enhancing operational efficiency and eliminating
the need for multiple disparate systems.
• Customization and Flexibility: The system should offer highly customizable workflows
that can be modified to meet specific organisational needs. It must include a simple
drag-and-drop interface that allows non-technical users to configure forms,
workflows, and reports without extensive coding, thus aligning the system with unique
operational requirements.
• Rule-Based Engine: The system must feature a rule-based engine for payroll
processing that automatically calculates salaries, considering various factors such as
overtime, bonuses, deductions, and country-specific tax regulations. This automation
should minimize manual errors and streamline payroll operations.

10. Specific Requirements

Company Details
a) Ability to capture company Name and TPIN.
b) Ability to capture Company's Postal Address, Telephone Number, Fax Number,
Email, Town, City.
c) Ability to Set company calendar to include all events/public holidays.
d) Ability to capture organization policies- rules and regulation.
Employee Profile
a) Ability to Employee Number and National ID.
b) Ability to Capture name, date of birth, religion, job position, job title, department,
gender, marital status.
c) Ability to capture staff post office number, mobile number, name of kin,
relationship, residential address.
d) Ability to capture spouse dependents, their dates of birth, next of kin and
beneficiaries.
e) Ability to Capture important dates (Date of Birth (D.O.B), Date of Appointment
(D.O.A), Date of Probation, date joined pension, medical termination dates.

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f) Ability to Capture each employee’s allocated assets list.

g) Captures qualifications- academic, year of graduation, years of experience,
professional and company- sponsored courses.
h) Ability to Capture employee contract type and terms; Permanent & Pensionable
Contract; other.
i) Ability to capture employee's Payment Details e.g., Bank Name, Bank Code, Bank
Branch code, Bank Account Number.
j) Ability to capture expiry date of Contract and date of exit.
k) Ability to Capture reason for exit (normal retirement, early retirement, Terminated,
resigned – Alternative employment, Death (including date of Death).
l) Ability to capture employee benefits – medical limits, mortgage, car, last expenses
and other benefits.
m) Ability to link employee to payroll as specified.
Recruitment, Selection and Training
a) Ability to capture all vacancies available in the organisation.
b) Approval and justification to fill the vacancy-linked to company info
(establishment).
c) Ability to Capture unsolicited job applicants’ details (name, age,
academic/professional qualification, years of experience)
d) Ability to capture requirements CV template-allow for adjustments depending on
vacancy.
e) Ability to shortlist as per requirements of the position.
f) Ability to provide automation of replying letters at different stages of
shortlists/interviews e.g., regrets, invitations, medical.
g) Ability to capture medical results for successful candidates.
h) Ability to Capture date of reporting
i) Ability to Capture details of advertising i.e., costs, media/agency used, dates of
adverts and actual advert drafts for various positions
j) Ability Capture recruitments turnaround time
k) Ability to Calculate and automatically alert confirmation dates when due- and
generate letters
l) Ability to capture key comments/views of selected candidates during interviews.
m) Allow linkage to training assessment/appraisal module.
n) Ability to attach and retrieve offer letter
o) Ability to attach and retrieve confirmation letter.
Section 7. Terms of Reference 121

p) Ability to generate a Shortlists results report of final interview.

q) Ability to generate the scorecard and produce draft report
Training and Development
a) Ability to Capture and hold records for different types of courses- internal or
external that are required or offered.
b) Ability to Capture and holds records of accredited training institutions
c) Ability to Capture and holds records for different types of courses- internal and
external already done in the financial year.
d) Ability to capture, update and link each staff record with corresponding training or
training attended.
e) Direct linkage with payroll system to update payroll on deductions relating to cost
sharing with employees.
f) Online leave request enabling branches to request training leave online.
g) Ability to Capture and hold links to websites that provide new courses in the
market, new guidelines on training in line with international standards.
h) Ability to capture induction training module and attendance.
i) Ability to capture and flag employees who have attended training more than twice
in the year.
j) Ability to Capture annual training budget/budget allocated to each department.
k) Ability to Capture actual individual costs on training.
l) Ability to Capture training needs as in appraisal.
m) Ability to match training needs online * (Coincide with the market / current trends).
n) Ability to make online request for training in between the year.
o) Ability to Capture training/courses attended per staff.
p) Ability to Create training schedules.
q) Ability to evaluate training impact to performance; action plans review.
r) Ability to Capture any other career development interventions.
s) Ability to capture education assistant / professional courses sponsored by the
organisation.
t) Ability to capture source of skills (i.e., if in-house training, seminar).
u) Ability to link to employee personal data.
v) Ability to link to performance management module.
w) Ability to link discipline and grievance module.

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Performance and Appraisal Management

a) Ability to define skills and initiate review and rating by an employee and manager
to evaluate.
b) Ability to Capture performance management template specific to the organization
(ability to define position objectives, key performance indicators, weighing
performance categorization, performance targets, job rotations level, points,
ratings and calculates salary increments)
c) Ability to Link to salary module for bonus/ awards; able to automatically compute
salary increments and awards.
d) Ability to Identify employees who need to be developed for higher responsibilities
e) Ability to Capture qualifications for each position.
f) Ability to Capture skills required and source for each position to be succeeded.
g) Ability to Identify key positions to the company and need to be filled almost
immediately in case they fall vacant for whatever reason.
h) Ability to Put together a plan to develop potential successors.
i) Allow staff access performance management templates for completion.
j) Reports.
k) Provide Summary of grading.
l) Allow Reporting of competences for analysis of all employees.
m) Ability to generate reports to enable Staff to review previous personal appraisals.
n) Provide a summary of appraisal scores.
o) Ability to classify recommendations from the appraisal.
Job Descriptions
a) Ability to capture job titles, job objective, Job grade and position reporting to.
b) Ability to capture key responsibilities and duties attached thereof.
c) Ability to Capture job specifications; academic, professional; experience; technical.
d) Ability to Capture working relationships; internal and external.
e) Ability to Capture personal attributes required.
f) Ability to generate Summary of all titles report.
Web based Leave Management
a) The system should have the ability to maintain employee history, current leaves,
due leaves, request /approvals
b) The system should have the ability to capture proposed leave roster at the
beginning of the year
Section 7. Terms of Reference 123

c) The system should have the ability to capture leave allowance

d) The system should have the ability to Capture types of Leave (annual,
compassionate, Urgent, maternity, Study Leave
e) The system should have the ability to Capture leave succession acting appointee.
f) The system should have the ability to record leave recall with a link to internal and
external email to serve as recall to employee
g) The system should have the ability to capture leave accumulated, -leave due, leave
taken during the year and leave balance
h) The system should have the ability to Capture leave requested: start date- end date
i) The system should have the ability to Capture sick leave
j) The system should have the ability allow staff to indicate proposed leave days and
to request for leave
k) The system should have the ability allow line managers to approve requested leave
l) The system should have the ability to provide Links to manpower for promotion
update
m) The system should have the ability to allow for online application, approval with a
link to email to serve as reminder to line managers.
Attendance, Discipline and Grievance, Welfare and Separation
a) The system should have the ability to capture and monitor staff login time and
logout time.
b) The system should have the ability to capture and monitor absence from
designated workstations.
c) The system should have the ability to capture actual overtime worked.
d) The system should have the ability to allow for approval of overtime worked.
e) The system should have the ability to capture and monitor actual work done.
f) The system should have the ability to capture number of written and verbal
cautions.
g) The system should have the ability to Capture termination.
h) The system should have the ability to capture disciplinary reason table.
i) The system should have the ability to ability to Capture misconduct.
j) The system should have the ability to capture poor performance.
k) The system should have the ability to capture insubordination.
l) The system should have the ability to capture dates of disciplinary action.
m) The system should have the ability to capture appeal details, pending cases, follow-
up and outcome details.

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n) The system Should have Links to performance appraisals.

o) The system should have the ability to capture annual social/company events- e.g.,
agricultural shows, field days; Dettol heart run, hunger walk, Mother’s Day (public
holidays).
p) The system should have the ability to capture birth dates- ability to send short
birthday messages.
q) The system should have the ability to capture annual family day out.
r) The system should have the ability to capture Christmas party, departmental
functions, farewell.
s) The system should have the ability to capture date of leaving and reason for
leaving.
t) The system should have the ability to capture results of exit interview.
u) Staff claims/ pension/Benefits and others.
v) The system should be able to collect pension contributions for remittance to
pension scheme and produce a list of new entrants and existing members.
w) The system should be able Produce letters of notification and terminal leave for
those eligible for retirement benefit and compute the amount.
x) The system should have a diary to maintain and highlight when letters are sent on
the retirement anniversary date to ask pensioners to certify their existence.
y) Ability to monitor payments to pensions.
z) Ability to pay lump sum pension payment, work out surrender value, update
account balance and produce statements.
aa) Should have an interface to the fixed assets database to be able to work out new
premiums and claims.
bb)System should be able to compute the surrender value of employees and
communicate to members their dues.
cc) System should have an interface to enable users access loans granted to staff
members and compute the requisite premium payable to insurers.
dd)The system should be able to facilitate processing of pensions payments through
bank online facilities i.e. (EFT) and an interface to update the GL.
ee) Ability to update employee claims/benefit record and update the payroll and
financial management system.
ff) Allow for Staff Insurance Capturing policy numbers, indicating specific covers, sum
insured per policy, premium payable, premium paid and balance.
Section 7. Terms of Reference 125

gg)Allow for Staff Insurance including list of brokers per policy, detailed schedule per
policy.
hh) Staff Insurance should capture list of underwriters.
ii) Staff Insurance should capture policy renewal rates.
jj) Staff Insurance should Capture all employee loan details (payroll module).
Employee Self-Service
a) The system MUST enable the users to view their pay slips and on-line for all the
processed payrolls.
b) The payment details for employees such as bank name, bank branch, account
number etc. MUST be visible to users and they must be able to modify the same.
Subject to verification and approval
c) The system MUST enable the users to maintain their personal data such as name,
address, telephone numbers, contacts, qualifications, school and colleges
attended; skills attained etc. subject to the supervisor’s verification.
d) The system MUST have a facility for the users to upload maintain their beneficiary
details and dependents information
e) The system MUST facilitate the users to maintain their emergency /next of kin
contact details. Subject to verification and approval
f) The system MUST have the leave request functionality, which would enable the
users to apply for leave.
g) The system MUST be able to display the leave balances, leaves taken and eligible
leaves for the users.
h) Allow employees to update their training information.
Payroll
a) The system should support integration with the HR module so that staff details
e.g., Names are captured once
b) The system should have the ability to accumulate deductions according to
deduction codes
c) The system should have the ability to accumulate earnings according to earning
codes
d) The system should produce all statutory reports required by Malawian laws and
regulations
e) The system should support automatic computation of Malawian statutory
deductions and report generation

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f) The system should maintain data up to statutory period of (7 years) without

downgrading the performance of the system.
g) The system should have the ability to support timed deductions, i.e., provide
deductions for a specific period.
h) The system should allow for unlimited number of loans in the system and support
multiple loans per employee.
i) The system should have the ability export data to office applications i.e., Excel and
word.
j) The system should have the ability to automate payroll entries to the GL.
k) The system should have the ability to administer involuntary deductions e.g.,
recovery of advances.
l) The system should have the ability to automatically calculate employee and
employer taxes.
m) The system should have the ability to make adjustments after payroll run with audit
trails.
n) The system should have the ability to distribute payroll processing throughout
payroll period, e.g., processing static data at beginning of period and making
adjustments at period end.
o) The system should have the ability to support Payroll exception reporting.
p) The system should have the ability to generate a payroll bank payment file for
electronic transfer of funds
q) The system should have the ability to compute annual leave allowance for each
staff
r) The system should have the ability to analyze payroll with incremental data and
exceptional information analyzed to their effects
s) The system should have the ability to process pension deductions through the
payroll
t) The system should have the ability to specify deductions for a specific period and
automatically stop the payment deductions when complete
u) Can be integrated with Time attendance devices or PDAs to enable fast data entry
of the field muster-roll
11. Reports
a) Ability to show a report of trainings attended per staff in a year.
b) Ability to Show cost of training per department and per staff.
Section 7. Terms of Reference 127

c) Ability to Show report on training assessment needs.

d) Ability to show a report of trainings attended per staff in a month.
e) Ability to show a report of trainings attended per staff in a quarter.
f) Ability to differentiate long (maximum of 84 months) and short term (0 to 6
months) trainings.
g) Provide Summary of grading.
h) Allow Reporting of competences for analysis of all employees.
i) Ability to generate reports to enable Staff to review previous personal appraisals.
j) Provide a summary of appraisal scores.
k) Ability to classify recommendations from the appraisal.
l) System should be able to generate Monthly leave slips per employee-indicating
anniversary, entitlement, accumulated, taken, cancellations, balance.
m) System should be able to generate monthly leave report for all staff-indicating
entitlement, accumulated, taken, actual balance cost of leave per employee.
n) System should be able to generate annual leave report for all staff.
o) System should be able to generate Sick leave report in the whole company, per
division, department and section giving the cost to the company and hours.
p) System should be able to generate leave roster report.
q) System should be able to generate Staff listing by leave balance.
r) System should be able to generate Employee absence report.
s) The system should have the ability to generate report of changes from previous
payroll.
t) The system should have the ability to produce pay slips and also reprint pay slips
from prior periods.
u) The system should have the ability to report on earnings by gender for different
salary bands.
v) The system should have the ability to maintain audit logs of changes to employee
records.
w) The system should allow Customization of reports for ad hoc reporting.
x) The system should provide standard payroll reports e.g., all deductions report, net
deductions reports, summary of statutory reports.
y) The system should have the ability to reprint reports for prior periods.
z) The law requires that after all deductions staff should receive at least 50% of their
gross salary. The system should have the ability to generate exception reports for
cases where this is not met.

127 | P a g e
Section 7. Terms of Reference 129

j. Project Management

12. General
• The system should be able to enhance the efficiency and effectiveness of
project management processes.
• The system should support comprehensive project planning, enable better
control and visibility over project portfolios, facilitate seamless project
coordination, and optimize resource management.
• The project management module should be integrated with the ERP to ensure
that financial and operational data flows seamlessly between systems,
providing a unified platform for project execution and reporting.

13. Specific requirements

The Project requirements include, but is not limited to, the following:

a) Deployment and configuration of Project Module to meet NRWB's specific

project management requirements.
b) Integration with ERP to ensure real-time data synchronization between
project management and ERP systems.
c) Utilize Project modules capabilities for detailed project planning, including
defining tasks, milestones, dependencies, and timelines.
d) Enable automated scheduling and tracking to ensure projects are executed
within the set timelines.
e) Implement portfolio management tools to prioritize projects, manage project
pipelines, and align projects with NRWB’s strategic goals.
f) Provide dashboards and reporting tools for real-time portfolio performance
monitoring.
g) Facilitate project team collaboration through integrated communication tools,
shared project sites, and centralized document management.
h) Enable real-time updates and collaboration across project teams, ensuring all
stakeholders are aligned.
i) Implement tools for resource allocation, capacity planning, and resource
tracking.
j) Integrate with ERP for real-time financial and resource data, ensuring that
resources are optimised, and costs are controlled.
k) Develop customized reports and dashboards to provide insights into project
performance, resource utilization, and financial status.
l) Ensure that all reporting capabilities are integrated with data warehouse and
other MIS systems for a unified view of project and operational data.
Section 7. Terms of Reference 130

m) Provide advanced Project Planning Tools such as Gantt charts, Kanban boards,
and task management tools for detailed project planning and tracking.
n) Enable Automated scheduling and timeline management to keep projects on
track.
o) Support Comprehensive Portfolio Management Tools for selecting,
prioritizing, and managing project portfolios. Provide Real-time dashboards
and analytics for monitoring portfolio performance.
p) Support Collaboration and Communication across NRWB through integrated
office 365 existing platforms
q) Deliver resource management and allocation tools for assigning resources to
tasks, tracking resource availability, and managing workloads.
r) Support Reporting and Business Intelligence with built-in reporting tools and
Datawarehouse integration for advanced analytics.
14. Reports
a) Project status report – progress vs project plan
b) Project health report – how well project is performing in terms of project's
scope, schedule, budget, resources, and quality.
c) Time tracking report.
d) Variance report.
e) Contract balances reports.
f) Committed/uncommitted Resources reports.
g) Budget per Category budget Reports.
h) Financier Loan/Grant Reports.
i) Disbursements report (per financier).
j) List of project contracts.
k) Contracts payment reports.
 Section 8. Conditions of Contract and Contract Forms 131

PART II

Section 8. Conditions of Contract and Contract Forms

Foreword

1. Lump-Sum Contract. This type of contract is used mainly for assignments in

which the scope and the duration of the Services and the required output of the
Consultant are clearly defined. Payments are linked to outputs (deliverables)
such as reports, drawings, bill of quantities, bidding documents, or software
programs. Lump-sum contracts are easier to administer because they operate
on the principle of a fixed price for a fixed scope, and payments are due on
clearly specified outputs and milestones. Nevertheless, quality control of the
Consultant’s outputs by the Client is paramount.
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 133

TIME-BASED FORM OF CONTRACT

-SUM FORM OF CONTRACT

Standard Form of Contract

Consulting Services
Lump-Sum
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 135

Contents

Preface ..................................................................................................................................................... 137

I. Form of Contract ............................................................................................................................... 139
II. General Conditions of Contract ................................................................................................... 143
A. GENERAL PROVISIONS......................................................................................................................... 143
2. Relationship between the Parties .............................................................................145
3. Law Governing Contract ..............................................................................................145
4. Language...........................................................................................................................145
5. Headings ...........................................................................................................................145
6. Communications ............................................................................................................145
7. Location .............................................................................................................................145
8. Authority of Member in Charge ...............................................................................145
9. Authorized Representatives .......................................................................................146
10. Fraud and Corruption and Eligibility .......................................................................146

B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT .................. 147

11. Effectiveness of Contract .............................................................................................147
12. Termination of Contract for Failure to Become Effective ................................147
13. Commencement of Services ......................................................................................147
14. Expiration of Contract...................................................................................................147
15. Entire Agreement ...........................................................................................................147
16. Modifications or Variations ........................................................................................147
17. Force Majeure..................................................................................................................147
18. Suspension .......................................................................................................................149
19. Termination ......................................................................................................................149

C. OBLIGATIONS OF THE CONSULTANT .................................................................................................. 152

20. General ...............................................................................................................................152
21. Conflict of Interest .........................................................................................................153
22. Confidentiality .................................................................................................................154
23. Liability of the Consultant ...........................................................................................154
24. Insurance to be taken out by the Consultant ......................................................154
25. Accounting, Inspection and Auditing .....................................................................154
26. Reporting Obligations ..................................................................................................155
27. Proprietary Rights of the Client in Reports and Records .................................155
28. Equipment, Vehicles and Materials .........................................................................156
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 136

D. CONSULTANT’S EXPERTS AND SUB-CONSULTANTS .......................................................................... 156

29. Description of Key Experts ..........................................................................................156
30. Replacement of Key Experts.......................................................................................156
31. Removal of Experts or Sub-consultants .................................................................156

E. OBLIGATIONS OF THE CLIENT .............................................................................................................. 157

32. Assistance and Exemptions ........................................................................................157
33. Access to Project Site....................................................................................................158
34. Change in the Applicable Law Related to Taxes and Duties ...........................158
35. Services, Facilities and Property of the Client ......................................................158
36. Counterpart Personnel .................................................................................................158
37. Payment Obligation ......................................................................................................159

F. PAYMENTS TO THE CONSULTANT ....................................................................................................... 159

38. Contract Price ..................................................................................................................159
39. Taxes and Duties ............................................................................................................159
40. Currency of Payment ....................................................................................................159
41. Mode of Billing and Payment ....................................................................................159
42. Interest on Delayed Payments ..................................................................................161

G. FAIRNESS AND GOOD FAITH .............................................................................................................. 161

43. Good Faith ........................................................................................................................161

H. SETTLEMENT OF DISPUTES .................................................................................................................. 161

44. Amicable Settlement .....................................................................................................161
45. Dispute Resolution ........................................................................................................161

III. Special Conditions of Contract ................................................................................................... 167

IV. Appendices ....................................................................................................................................... 177
Appendix A – Terms of Reference ..................................................................................177
Appendix B - Key Experts ...................................................................................................177
Appendix C – Breakdown of Contract Price ................................................................177
Appendix D - Form of Advance Payments Guarantee ............................................180
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 137

Preface

1. The standard Contract form consists of four parts: the Form of Contract to be
signed by the Client and the Consultant, the General Conditions of Contract
(GCC), including Attachment 1 - Fraud and Corruption; the Special Conditions of
Contract (SCC); and the Appendices.

2. The General Conditions of Contract, including Attachment 1, shall not be

modified. The Special Conditions of Contract that contain clauses specific to each
Contract intend to supplement, but not over-write or otherwise contradict, the
General Conditions.
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 138

Contract for Consultant’s Services

Lump-Sum

Project Name ___________________________

[Loan/Credit/Grant] No.____________________
Contract No. ____________________________
Assignment Title: _____________________________

between

[Name of the Client]

and

[Name of the Consultant]

Dated:
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 139

I. Form of Contract
LUMP-SUM

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

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

[If the Consultant consist of more than one entity, the above should be partially
amended to read as follows: “…(hereinafter called the “Client”) and, on the other
hand, a Joint Venture (name of the JV) consisting of the following entities, each
member of which will be 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 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) the Client has received [or has applied for] a loan [or credit or grant] from
the [insert as relevant, the specific Financing Institution e.g. ADB, ADF, NTF,
etc. as appropriate]]: toward the cost of the Services and intends to apply
a portion of the proceeds of this [loan/credit/grant] to eligible payments
under this Contract, it being understood that (i) payments by the Bank will
be made only at the request of the Client and upon approval by the Bank;
(ii) such payments will be subject, in all respects, to the terms and
conditions of the [loan/financing/grant] agreement, including prohibitions
of withdrawal from the [loan/credit/grant] account for the purpose of any
payment to persons or entities, or for any import of goods, if such payment
or import, to the knowledge of the Bank, is prohibited by the decision of
the United Nations Security council taken under Chapter VII of the Charter
of the United Nations; and (iii) no party other than the Client shall derive
any rights from the [loan/financing/grant] agreement or have any claim to
the [loan/credit/grant] proceeds;
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 140

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents attached hereto shall be deemed to form an

integral part of this Contract:

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

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

Appendix A: Terms of Reference

Appendix B: Key Experts
Appendix C: Breakdown of Contract Price
Appendix D: Form of Advance Payments Guarantee

In the event of any inconsistency between the documents, the following

order of precedence shall prevail: the Special Conditions of Contract; the
General Conditions of Contract, including Attachment 1; Appendix A;
Appendix B; Appendix C; Appendix D. Any reference to this Contract shall
include, where the context permits, a reference to its Appendices.

2. The mutual rights and obligations of the Client and the Consultant shall be
as set 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 and on behalf of [Name of Client]

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

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

[Authorized Representative of the Consultant – name and signature]

Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 141

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

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

[Name of the lead member]

[Authorized Representative on behalf of a Joint Venture]

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

 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 143

II. General Conditions of Contract

A. GENERAL PROVISIONS

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

a) “Applicable Law” means the laws and any other instruments

having the force of law in the Client’s country, or in such
other country as may be specified in the Special Conditions
of Contract (SCC), as they may be issued and in force from
time to time.

b) “Bank” means the name specified in the SCC.

c) “Borrower” means the Government, Government agency or

other entity that signs the financing agreement with the
Bank.

d) “Client” means the implementing agency that signs the

Contract for the Services with the Selected Consultant.

e) “Consultant” means a legally-established professional

consulting firm or entity selected by the Client to provide
the Services under the signed Contract.

f) “Contract” means the legally binding written agreement

signed between the Client and the Consultant and which
includes all the attached documents listed in its paragraph
1 of the Form of Contract (the General Conditions (GCC), the
Special Conditions (SCC), and the Appendices).

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

h) “Effective Date” means the date on which this Contract

comes into force and effect pursuant to Clause GCC 11.

i) “Experts” means, collectively, Key Experts, Non-Key Experts,

or any other personnel of the Consultant, Sub-consultant or
JV member(s) assigned by the Consultant to perform the
Services or any part thereof under the Contract.

j) “Foreign Currency” means any currency other than the

currency of the Client’s country.
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 144

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

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

country.

m) “Joint Venture (JV)” means an association with or without a

legal personality distinct from that of its members, of more
than one entity where one member has the authority to
conduct all businesses for and on behalf of any and all the
members of the JV, and where the members of the JV are
jointly and severally liable to the Client for the performance
of the Contract. Any other specific or different provisions
relating to “JV” as applicable to this contract are specified in
the SCC.

n) “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) was taken into account in the
technical evaluation of the Consultant’s proposal.

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

p) “Non-Key Expert(s)” means an individual professional

provided by the Consultant or its Sub-consultant to perform
the Services or any part thereof under the Contract.

q) “Party” means the Client or the Consultant, as the case may

be, and “Parties” means both of them.

r) “SCC” means the Special Conditions of Contract by which

the GCC may be amended or supplemented but not over-
written.

s) “Services” means the work to be performed by the

Consultant pursuant to this Contract, as described in
Appendix A hereto.

t) “Sub-consultants” (or “Sub-contractor” ) means an entity to

whom/which the Consultant subcontracts any part of the
Services while remaining solely liable for the execution of
the Contract. Any other specific provisions relating to “Sub-
Consultant” as applicable to this contract are specified in the
SCC.
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 145

u) “Third Party” means any person or entity other than the

Government, the Client, the Consultant or a Sub-consultant.

2. Relationship 2.1 Nothing contained herein shall be construed as

between the establishing a relationship of master and servant or of principal
Parties and agent as between the Client and the Consultant. The
Consultant, subject to this Contract, has complete charge of the
Experts and Sub-consultants, if any, performing the Services and
shall be fully responsible for the Services performed by them or
on their behalf hereunder.

3. Law Governing 3.1 This Contract, its meaning and interpretation, and the
Contract relation between the Parties shall be governed by the Applicable
Law.

4. Language 4.1 This Contract has been 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.

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

6. Communications 6.1 Any communication required or permitted to be given or

made pursuant to this Contract shall be in writing in the
language specified in Clause GCC 4. Any such notice, request or
consent shall be deemed to have been given or made when
delivered in person to an authorized representative of the Party
to whom the communication is addressed, or when sent to such
Party at the address specified in the SCC.

6.2 A Party may change its address for notice hereunder by

giving the other Party any communication of such change to the
address specified in the SCC.

7. Location 7.1 The Services shall be performed at such locations as are

specified in Appendix A hereto and, where the location of a
particular task is not so specified, at such locations, whether in
the Government’s country or elsewhere, as the Client may
approve.

8. Authority of 8.1 In case the Consultant is a Joint Venture, the members

Member in hereby authorize the member specified in the SCC to act on
Charge their behalf in exercising all the Consultant’s rights and
obligations towards the Client under this Contract, including
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 146

without limitation the receiving of instructions and payments

from the Client.

9. Authorized 9.1 Any action required or permitted to be taken, and any

Representatives document required or permitted to be executed under this
Contract by the Client or the Consultant may be taken or
executed by the officials specified in the SCC.

10. Fraud and 10.1. The Bank requires compliance with the Integrity
Corruption; and Framework comprising the African Development Bank Group’s
Eligibility Sanctions Procedures, the Bank’s Whistleblowing and
Complaints Policy, the Bank’s Procurement Policy under the
Procurement Framework and any other applicable Policies and
Procedures including their update, as set forth in Attachment 1
to the GCC.

10.2. Eligibility: The Bank requires that all parties constituting

the Consultant including any individuals and firms,
subcontractors (subconsultants) or suppliers, joint ventures,
consortiums, or association (JV), and their individual members
for the purpose of any part of the Contract, have the nationality
of an eligible country of the Bank in accordance with the Bank’s
Procurement Policy for the Bank Group Funded Operation
described under the Bank’s Procurement Framework, and as
listed in Attachment 2 to the General Conditions, Eligible
Countries to offer consulting services for Bank-financed
projects. Furthermore, it is the Consultant’s responsibility to
ensure that its Experts, joint venture members, Sub-consultants,
agents (declared or not), sub-contractors, service providers,
suppliers and/or their employees meet the eligibility
requirements as established by the Bank in the applicable Bank
Procurement Framework.

a. Commissions and 10.3. The Client requires the Consultant to disclose any
Fees commissions, gratuities or fees that may have been paid or are
to be paid to agents or any other party with respect to the
selection process or execution of the Contract. The information
disclosed must include at least the name and address of the
agent or other party, the amount and currency, and the purpose
of the commission, gratuity or fee. Failure to disclose such
commissions, gratuities or fees may result in termination of the
Contract and/or sanctions by the Bank.
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 147

B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF

CONTRACT

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

12. Termination of 12.1 If this Contract has not become effective within such time
Contract for period after the date of Contract signature as specified in the
Failure to Become SCC, either Party may, by not less than twenty two (22) days
Effective 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.

13. Commencement 13.1 The Consultant shall confirm availability of Key Experts
of Services and begin carrying out the Services not later than the number
of days after the Effective Date specified in the SCC.

14. Expiration of 14.1 Unless terminated earlier pursuant to Clause GCC 19

Contract hereof, this Contract shall expire at the end of such time period
after the Effective Date as specified in the SCC.

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

16. Modifications or 16.1 Any modification or variation of the terms and conditions
Variations of 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.

16.2 In cases of substantial modifications or variations, the

prior written consent of the Bank is required.

17. Force Majeure

a. Definition 17.1 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 makes a Party’s
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 148

performance of its obligations hereunder impossible or so

impractical as reasonably to be considered impossible under
the circumstances, and subject to those requirements, includes,
but is not limited to, war, riots, civil disorder, earthquake, fire,
explosion, storm, flood or other adverse weather conditions,
strikes, lockouts or other industrial action confiscation or any
other action by Government agencies.

17.2 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, Sub-consultants or agents or employees,
nor (ii) any event which a diligent Party could reasonably have
been expected to both take into account at the time of the
conclusion of this Contract, and avoid or overcome in the
carrying out of its obligations hereunder.

17.3 Force Majeure shall not include insufficiency of funds or

failure to make any payment required hereunder.

b. No Breach of 17.4 The failure of a Party to fulfill any of its obligations

Contract hereunder shall not be considered to be a breach of, or default
under, this Contract insofar as such inability arises from an
event of Force Majeure, provided that the Party affected by
such an event has taken all reasonable precautions, due care
and reasonable alternative measures, all with the objective of
carrying out the terms and conditions of this Contract.

c. Measures to be 17.5 A Party affected by an event of Force Majeure shall

Taken continue 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.

17.6 A Party affected by an event of Force Majeure shall notify

the other Party of such event as soon as possible, and in any
case not later than fourteen (14) calendar days following the
occurrence of such event, providing evidence of the nature and
cause of such event, and shall similarly give written notice of
the restoration of normal conditions as soon as possible.

17.7 Any period within which a Party shall, pursuant to this

Contract, complete any action or task, shall be extended for a
period equal to the time during which such Party was unable
to perform such action as a result of Force Majeure.
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 149

17.8 During the period of their inability to perform the

Services as a result of an event of Force Majeure, the
Consultant, upon instructions by the Client, shall either:

(a) demobilize, in which case the Consultant shall be

reimbursed for additional costs they reasonably and
necessarily incurred, and, if required by the Client, in
reactivating the Services; or
(b) continue with the Services to the extent reasonably
possible, in which case the Consultant shall continue to be
paid under the terms of this Contract and be reimbursed
for additional costs reasonably and necessarily incurred.

17.9 In the case of disagreement between the Parties as to the

existence or extent of Force Majeure, the matter shall be settled
according to Clauses GCC 44 & 45.

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

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

a. By the Client 19.1.1. The Client may terminate this Contract in

case of the occurrence of any of the events specified in
paragraphs (a) through (f) of this Clause. In such an
occurrence the Client shall give at least thirty (30)
calendar days’ written notice of termination to the
Consultant in case of the events referred to in (a) through
(d); at least sixty (60) calendar days’ written notice in case
of the event referred to in (e); and at least five (5)
calendar days’ written notice in case of the event referred
to in (f):

(a) If the Consultant fails to remedy a failure in the

performance of its obligations hereunder, as
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 150

specified in a notice of suspension pursuant to

Clause GCC 18;

(b) If the Consultant becomes (or, if the Consultant

consists of more than one entity, if any of its
members becomes) insolvent or bankrupt or enter
into any agreements with their creditors for relief of
debt or take advantage of any law for the benefit
of debtors or go into liquidation or receivership
whether compulsory or voluntary;

(c) If the Consultant fails to comply with any final

decision reached as a result of arbitration
proceedings pursuant to Clause GCC 45.1;

(d) If, as the result of Force Majeure, the Consultant is

unable to perform a material portion of the Services
for a period of not less than sixty (60) calendar days;

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

(f) If the Consultant fails to confirm availability of Key

Experts as required in Clause GCC 13.

19.1.2. Furthermore, if the Client determines that

the Consultant has engaged in Fraud and Corruption in
competing for or in executing the Contract, then the Client
may, after giving fourteen (14) calendar days written notice
to the Consultant, terminate the Consultant's employment
under the Contract.

b. By the Consultant 19.1.3. The Consultant may terminate this

Contract, by not less than thirty (30) calendar days’ written
notice to the Client, in case of the occurrence of any of the
events specified in paragraphs (a) through (d) of this
Clause.

(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 45.1 within forty-
five (45) calendar days after receiving written notice
from the Consultant that such payment is overdue.
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 151

(b) If, as the result of Force Majeure, the Consultant is

unable to perform a material portion of the Services
for a period of not less than sixty (60) calendar days.

(c) If the Client fails to comply with any final decision

reached as a result of arbitration pursuant to Clause
GCC 45.1.

(d) If the Client is in material breach of its obligations

pursuant to this Contract and has not remedied the
same within forty-five (45) days (or such longer period
as the Consultant may have subsequently approved in
writing) following the receipt by the Client of the
Consultant’s notice specifying such breach.

c. Cessation of 19.1.4. Upon termination of this Contract pursuant

Rights and to Clauses GCC 12 or GCC 19 hereof, or upon expiration of
Obligations this Contract pursuant to Clause GCC 14, 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 22, (iii) the
Consultant’s obligation to permit inspection, copying and
auditing of their accounts and records set forth in Clause
GCC 25 and to cooperate and assist in any inspection or
investigation, and (iv) any right which a Party may have
under the Applicable Law.

d. Cessation of 19.1.5. Upon termination of this Contract by

Services notice of either Party to the other pursuant to Clauses GCC
19a or GCC 19b, 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
expenditures for this purpose to a minimum. With respect
to documents prepared by the Consultant and equipment
and materials furnished by the Client, the Consultant shall
proceed as provided, respectively, by Clauses GCC 27 or
GCC 28.

e. Payment upon 19.1.6. Upon termination of this Contract, the

Termination Client shall make the following payments to the
Consultant:
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 152

(a) payment for Services satisfactorily performed prior to

the effective date of termination; and

(b) in the case of termination pursuant to paragraphs (d)

and (e) of Clause GCC 19.1.1, reimbursement of any
reasonable cost incidental to the prompt and orderly
termination of this Contract, including the cost of the
return travel of the Experts.

C. OBLIGATIONS OF THE CONSULTANT

20. General

a. Standard of 20.1 The Consultant shall perform the Services and carry out
Performance the 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 a 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.

20.2. The Consultant shall employ and provide such qualified

and experienced Experts and Sub-consultants as are required to
carry out the Services.

20.3. The Consultant may subcontract part of the Services to an

extent and with such Key Experts and Sub-consultants as may be
approved in advance by the Client. Notwithstanding such
approval, the Consultant shall retain full responsibility for the
Services.

b. Law Applicable to 20.4. The Consultant shall perform the Services in accordance
Services with the Contract and the Applicable Law and shall take all
practicable steps to ensure that any of its Experts and Sub-
consultants, comply with the Applicable Law.

20.5. Throughout the execution of the Contract, the

Consultant shall comply with the import of goods and services
prohibitions in the Client’s country when
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 153

(a) as a matter of law or official regulations, the Borrower’s

country prohibits commercial relations with that country;
or

(b) by an act of compliance with a decision of the United

Nations Security Council taken under Chapter VII of the
Charter of the United Nations, the Borrower’s Country
prohibits any import of goods from that country or any
payments to any country, person, or entity in that country.

20.6. The Client shall notify the Consultant in writing of relevant

local customs, and the Consultant shall, after such notification,
respect such customs.

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

a. Consultant Not to 21.1.1 The payment of the Consultant pursuant to

Benefit from GCC F (Clauses GCC 38 through 42) shall constitute the
Commissions, Consultant’s only payment in connection with this
Discounts, etc. Contract and, subject to Clause GCC 21.1.3, the
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 Sub-consultants, as well
as the Experts and agents of either of them, similarly shall
not receive any such additional payment.

21.1.2 Furthermore, if the Consultant, as part of

the Services, has the responsibility of advising the Client
on the procurement of goods, works or services, the
Consultant shall comply with the Bank’s Applicable
Procurement Framework, and shall at all times exercise
such responsibility in the best interest of the Client. Any
discounts or commissions obtained by the Consultant in
the exercise of such procurement responsibility shall be
for the account of the Client.

b. Consultant and 21.1.3 The Consultant agrees that, during the term
Affiliates Not to of this Contract and after its termination, the Consultant
Engage in Certain and any entity affiliated with the Consultant, as well as any
Activities Sub-consultants and any entity affiliated with such Sub-
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 154

consultants, shall be disqualified from providing goods,

works or non-consulting services resulting from or
directly related to the Consultant’s Services for the
preparation or implementation of the project.

c. Prohibition of 21.1.4 The Consultant shall not engage, and shall

Conflicting Activities cause its Experts as well as its Sub-consultants not to
engage, either directly or indirectly, in any business or
professional activities that would conflict with the activities
assigned to them under this Contract.

d. Strict Duty to 21.1.5 The Consultant has an obligation and shall

Disclose Conflicting ensure that its Experts and Sub-consultants shall have an
Activities obligation to disclose any situation of actual or potential
conflict that impacts their capacity to serve the best
interest of their Client, or that may reasonably be
perceived as having this effect. Failure to disclose said
situations may lead to the disqualification of the
Consultant or the termination of its Contract.

22. Confidentiality 22.1 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.

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

24. Insurance to be 24.1 The Consultant (i) shall take out and maintain, and shall
taken out by the cause any Sub-consultants to take out and maintain, at its (or the
Consultant Sub-consultants’, as the case may be) own cost but on terms and
conditions approved by the Client, 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 13.

25. Accounting, 25.1 The Consultant shall keep, and shall make all reasonable
Inspection and efforts to cause its Sub-consultants to keep, accurate and
Auditing systematic accounts and records in respect of the Services and
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 155

in such form and detail as will clearly identify relevant time

changes and costs.

25.2 Pursuant to paragraph 2.2 e. of Attachment 1 as

appendix to the General Conditions the Consultant shall permit
and shall cause its subcontractors and subconsultants to permit,
the Bank and/or persons appointed by the Bank to inspect the
Site and/or the accounts and records relating to the
performance of the Contract and the submission of the bid, and
to have such accounts and records audited by auditors
appointed by the Bank if requested by the Bank. The
Consultant’s and its Subcontractors’ and subconsultants’
attention is drawn to Sub-Clause 10.1 which provides, inter alia,
that acts intended to materially impede the exercise of the
Bank’s inspection and audit rights constitute a prohibited
practice subject to contract termination (as well as to a
determination of ineligibility pursuant to the Bank’s prevailing
sanctions procedures).

26. Reporting 26.1 The Consultant shall submit to the Client the reports and
Obligations documents specified in Appendix A, in the form, in the numbers
and within the time periods set forth in the said Appendix.

27. Proprietary Rights 27.1 Unless otherwise indicated in the SCC, all reports and
of the Client in relevant data and information such as maps, diagrams, plans,
Reports and databases, other documents and software, supporting records or
Records material compiled or prepared by the Consultant for the Client
in the course of the Services shall be confidential and become
and remain the absolute property of the Client. The Consultant
shall, not later than upon termination or expiration of this
Contract, deliver all such documents to the Client, together with
a detailed inventory thereof. The Consultant may retain a copy
of such documents, data and/or software but shall not use the
same for purposes unrelated to this Contract without prior
written approval of the Client.

27.2 If license agreements are necessary or appropriate

between the Consultant and third parties for purposes of
development of the plans, drawings, specifications, designs,
databases, other documents and software, the Consultant shall
obtain the Client’s prior written approval to such agreements, and
the Client shall be entitled at its discretion to require recovering
the expenses related to the development of the program(s)
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 156

concerned. Other restrictions about the future use of these

documents and software, if any, shall be specified in the SCC.

28. Equipment, 28.1 Equipment, vehicles and materials made available to the
Vehicles and Consultant by the Client, or purchased by the Consultant wholly
Materials or partly with funds provided by the Client, shall be the property
of the Client and shall be marked accordingly. Upon termination
or expiration of this Contract, the 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.

28.2 Any equipment or materials brought by the Consultant or

its Experts into the Client’s country for the use either for the
project or personal use shall remain the property of the
Consultant or the Experts concerned, as applicable.

D. CONSULTANT’S EXPERTS AND SUB-CONSULTANTS

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

30. Replacement of 30.1 Except as the Client may otherwise agree in writing, no
Key Experts changes shall be made in the Key Experts.

30.2 Notwithstanding the above, the substitution of Key

Experts during Contract execution may be considered only
based on the Consultant’s written request and due to
circumstances outside the reasonable control of the Consultant,
including but not limited to death or medical incapacity. In such
case, the Consultant shall forthwith provide as a replacement, a
person of equivalent or better qualifications and experience,
and at the same rate of remuneration.

31. Removal of Experts 31.1 If the Client finds that any of the Experts or Sub-
or Sub-consultants consultant has committed serious misconduct or has been
charged with having committed a criminal action, or if the
Client determines that a Consultant’s Expert or Sub-consultant
has engaged in Fraud and Corruption while performing the
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 157

Services, the Consultant shall, at the Client’s written request,

provide a replacement.

31.2 In the event that any of Key Experts, Non-Key Experts or

Sub-consultants is found by the Client to be incompetent or
incapable in discharging assigned duties, the Client, specifying
the grounds therefore, may request the Consultant to provide a
replacement.

31.3 Any replacement of the removed Experts or Sub-

consultants shall possess better qualifications and experience
and shall be acceptable to the Client.

31.4 The Consultant shall bear all costs arising out of or

incidental to any removal and/or replacement of such Experts.

E. OBLIGATIONS OF THE CLIENT

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

(d) Issue to officials, agents and representatives of the

Government all such instructions and information as may
be necessary or appropriate for the prompt and effective
implementation of the Services.

(e) Assist the Consultant and the Experts and any Sub-
consultants employed by the Consultant for the Services
with obtaining exemption from any requirement to register
or obtain any permit to practice their profession or to
establish themselves either individually or as a corporate
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 158

entity in the Client’s country according to the applicable

law in the Client’s country.

(f) Assist the Consultant, any Sub-consultants and the Experts

of either of them with obtaining the privilege, pursuant to
the applicable law in the Client’s country, of bringing into
the Client’s country reasonable amounts of foreign
currency for the purposes of the Services or for the
personal use of the Experts and of withdrawing any such
amounts as may be earned therein by the Experts in the
execution of the Services.

(g) Provide to the Consultant any such other assistance as may

be specified in the SCC.

33. Access to Project 33.1 The Client warrants that the Consultant shall have, free of
Site charge, 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 Sub-
consultants or the Experts of either of them.

34. Change in the 34.1 If, after the date of this Contract, there is any change in
Applicable Law the applicable law in the Client’s country with respect to taxes
Related to Taxes and duties which increases or decreases the cost incurred by the
and Duties 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 amount
specified in Clause GCC 38.1

35. Services, Facilities 35.1 The Client shall make available to the Consultant and the
and Property of the Experts, for the purposes of the Services and free of any charge,
Client the services, facilities and property described in the Terms of
Reference (Appendix A) at the times and in the manner specified
in said Appendix A.

36. Counterpart 36.1 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.
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 159

36.2 Professional and support counterpart personnel,

excluding Client’s liaison personnel, shall work under the
exclusive direction of the Consultant. If any member of the
counterpart personnel fails to perform adequately any work
assigned to such member by the Consultant that is consistent
with the position occupied by such member, the Consultant may
request the replacement of such member, and the Client shall
not unreasonably refuse to act upon such request.

37. Payment 37.1 In consideration of the Services performed by the

Obligation Consultant under this Contract, the Client shall make such
payments to the Consultant for the deliverables specified in
Appendix A and in such manner as is provided by GCC F below.

F. PAYMENTS TO THE CONSULTANT

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

38.2 Any change to the Contract price specified in Clause GCC

38.1 can be made only if the Parties have agreed to the revised
scope of Services pursuant to Clause GCC 16 and have amended
in writing the Terms of Reference in Appendix A.

39. Taxes and Duties 39.1 The Consultant, Sub-consultants and Experts are
responsible for meeting any and all tax liabilities arising out of
the Contract unless it is stated otherwise in the SCC.

39.2 As an exception to the above and as stated in the SCC, all

local identifiable indirect taxes (itemized and finalized at
Contract negotiations) are reimbursed to the Consultant or are
paid by the Client on behalf of the Consultant.

40. Currency of 40.1 Any payment under this Contract shall be made in the
Payment currency (ies) of the Contract.

41. Mode of Billing 41.1 The total payments under this Contract shall not exceed
and Payment the Contract price set forth in Clause GCC 38.1.

41.2 The payments under this Contract shall be made in lump-

sum installments against deliverables specified in Appendix A.
The payments will be made according to the payment schedule
stated in the SCC.

41.2.1 Advance payment: Unless otherwise

indicated in the SCC, an advance payment shall be made
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 160

against an advance payment bank guarantee acceptable

to the Client in an amount (or amounts) and in a currency
(or currencies) specified in the SCC. Such guarantee (i) is
to remain effective until the advance payment has been
fully set off, and (ii) is to be in the form set forth in
Appendix D, or in such other form as the Client shall have
approved in writing. The advance payments will be set off
by the Client in equal portions against the lump-sum
installments specified in the SCC until said advance
payments have been fully set off.

41.2.2 The Lump-Sum Installment Payments. The

Client shall pay the Consultant within sixty (60) days after
the receipt by the Client of the deliverable(s) and the
cover invoice for the related lump-sum installment
payment. The payment 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 sixty (60)
days period. The Consultant shall thereupon promptly
make any necessary corrections, and thereafter the
foregoing process shall be repeated.

41.2.3 The Final Payment. The final payment under

this Clause shall be made only after the final report have
been submitted by the Consultant and approved as
satisfactory by the Client. The Services shall then be
deemed completed and finally accepted by the Client. The
last lump-sum installment shall be deemed approved for
payment by the Client within ninety (90) calendar days
after receipt of the final report by the Client unless the
Client, within such ninety (90) calendar day period, gives
written notice to the Consultant specifying in detail
deficiencies in the Services, the final report. The Consultant
shall thereupon promptly make any necessary
corrections, and thereafter the foregoing process shall
be repeated.

41.2.4 All payments under this Contract shall be

made to the accounts of the Consultant specified in the
SCC.

41.2.5 With the exception of the final payment

under 41.2.3 above, payments do not constitute
 Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 161

acceptance of the whole Services nor relieve the

Consultant of any obligations hereunder.

42. Interest on Delayed 42.1 If the Client had delayed payments beyond fifteen (15)
Payments days after the due date stated in Clause GCC 41.2.2, interest shall
be paid to the Consultant on any amount due by, not paid on,
such due date for each day of delay at the annual rate stated in
the SCC.

G. FAIRNESS AND GOOD FAITH

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

H. SETTLEMENT OF DISPUTES

44. Amicable 44.1 The Parties shall seek to resolve any dispute amicably by
Settlement mutual consultation.

44.2 If either Party objects to any action or inaction of the

other Party, the objecting Party may file a written Notice of
Dispute to the other Party providing in detail the basis of the
dispute. The Party receiving the Notice of Dispute will consider
it and respond in 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 45.1 shall
apply.

45. Dispute Resolution 45.1 Any dispute between the Parties arising under or related
to this Contract that cannot be settled amicably may be referred
to by either Party to the adjudication/arbitration in accordance
with the provisions specified in the SCC.
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 163

II. General Conditions

Attachment 1
Fraud and Corruption
(Text in this Appendix shall not be modified)

1. Purpose
1.1 The Bank’s Integrity Framework and this annex apply with respect to
procurement under Bank Investment Project Financing operations.
2. Requirements
2.1 The Bank requires that Borrowers (including beneficiaries of Bank
financing); bidders (applicants/), consultants, contractors and suppliers; any
sub-contractors, sub-consultants, service providers or suppliers; any agents
(whether declared or not); and any of their personnel, observe the highest
standard of ethics during the procurement process, selection and contract
execution of Bank-financed contracts, and refrain from Fraud and Corruption1.
2.2 To this end, the Bank:
(a) Defines, for the purposes of this provision, the terms set forth below as
follows:
i. “corrupt practice” is the offering, giving, receiving, or soliciting, directly
or indirectly, of anything of value to influence improperly the actions of
another party2;
ii. “fraudulent practice” is any act or omission, including
misrepresentation, that knowingly or recklessly misleads, or attempts to
mislead, a party3 to obtain financial or other benefit or to avoid an
obligation;
iii. “collusive practice” is an arrangement between two or more parties
designed to achieve an improper purpose, including to influence
improperly the actions of another party;
iv. “coercive practice” is impairing or harming, or threatening to impair or
harm, directly or indirectly, any party or the property of the party to
influence improperly the actions of a party;

1 In this context, any action to influence the procurement process or contract execution for undue advantage is
improper.
2 For the purpose of this sub-paragraph, “another party” refers to a public official acting in relation to the procurement
process or contract execution, including Bank staff and employees of other organizations taking or reviewing
procurement decisions.
3 For the purpose of this sub-paragraph, “party” refers to a public official, including Bank staff and employees of other
organizations taking or reviewing procurement decisions.; the terms “benefit” and “obligation” relate to the
procurement process or contract execution; and the “act or omission” is intended to influence the procurement
process or contract execution.”
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 164

v. “obstructive practice” is:

a. deliberately destroying, falsifying, altering, or concealing of
evidence material to the investigation or making false statements
to investigators in order to materially impede a Bank investigation
into allegations of a corrupt, fraudulent, coercive, or collusive
practice; and/or threatening, harassing, or intimidating any party to
prevent it from disclosing its knowledge of matters relevant to the
investigation or from pursuing the investigation; or
b. acts intended to materially impede the exercise of the Bank’s
inspection and audit rights provided for under paragraph 2.2 e.
below.
(b) Rejects a proposal for award if the Bank determines that the firm or
individual recommended for award, any of its personnel, or its agents, or
its sub-consultants, sub-contractors, service providers, suppliers and/ or
their employees, has, directly or indirectly, engaged in corrupt, fraudulent,
collusive, coercive, or obstructive practices in competing for the contract in
question;
(c) In addition to the legal remedies set out in the relevant Legal Agreement,
may take other appropriate actions, including declaring misprocurement, if
the Bank determines at any time that representatives of the Borrower or of
a recipient of any part of the proceeds of the loan engaged in corrupt,
fraudulent, collusive, coercive, or obstructive practices during the
procurement process, selection and/or execution of the contract in
question, without the Borrower having taken timely and appropriate action
satisfactory to the Bank to address such practices when they occur,
including by failing to inform the Bank in a timely manner at the time they
knew of the practices;
(d) Pursuant to the Bank’s Integrity Framework and in accordance with the
Bank’s prevailing sanctions policies and procedures, may sanction a firm or
individual, either indefinitely or for a stated period of time, including by
publicly declaring such firm or individual ineligible (i) to be awarded or
otherwise benefit from a Bank-financed contract, financially or in any other
manner;4 (ii) to be a nominated5 sub-contractor, consultant, manufacturer

4 For the avoidance of doubt, a sanctioned party’s ineligibility to be awarded a contract shall include, without limitation,
(i) applying for pre-qualification, expressing interest in a consultancy, and bidding, either directly or as a nominated
sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service provider, in respect
of such contract, and (ii) entering into an addendum or amendment introducing a material modification to any existing
contract.
5 A nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service
provider (different names are used depending on the particular bidding document) is one which has been: (i) included
by the bidder in its pre-qualification application or bid because it brings specific and critical experience and know-
how that allow the bidder to meet the qualification requirements for the particular bid; or (ii) appointed by the
Borrower.
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 165

or supplier, or service provider of an otherwise eligible firm being awarded

a Bank-financed contract; and (iii) to receive the proceeds of any loan made
by the Bank or otherwise to participate further in the preparation or
implementation of any Bank-financed project;
(e) Requires that a clause be included in bidding/request for proposals
documents and in contracts financed by a Bank loan, requiring (i) bidders
(applicants/), consultants, contractors, and suppliers, and their sub-
contractors, sub-consultants, service providers, suppliers, agents personnel,
permit the Bank to inspect6 all accounts, records and other documents
relating to the procurement process, selection and/or contract execution,,
and to have them audited by auditors appointed by the Bank.

6 Inspections in this context usually are investigative (i.e., forensic) in nature. They involve fact-finding activities
undertaken by the Bank or persons appointed by the Bank to address specific matters related to
investigations/audits, such as evaluating the veracity of an allegation of possible Fraud and Corruption, through the
appropriate mechanisms. Such activity includes but is not limited to: accessing and examining a firm's or individual's
financial records and information, and making copies thereof as relevant; accessing and examining any other
documents, data and information (whether in hard copy or electronic format) deemed relevant for the
investigation/audit, and making copies thereof as relevant; interviewing staff and other relevant individuals;
performing physical inspections and site visits; and obtaining third party verification of information.
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 166

Attachment 2
Eligible Countries

Eligibility for the Provision of Consulting Services in Bank Group Financed

Procurement

The proceeds of any Bank financing shall be used to cover services provided by
“Consultants” from Eligible Countries. For the purpose of eligibility, “Consultants”
shall mean firms or entities or their joint ventures (JVs), including any individuals or
experts or sub-consultants offered by them in providing required services.

“Eligible Countries” shall mean: (a) in the case of the African Development Bank
(ADB) and the Nigerian Trust Fund (NTF), the member countries of the African
Development Bank; and (b) in the case of the African Development Fund (ADF), any
country.

Consultants (firms or JVs), including individuals and experts, and sub-consultants

offered by the Consultant in providing services shall be nationals of or registered
in, “Eligible Countries” ax may be the case. If not, their services shall not be eligible,
even if they offer services from “Eligible Countries”. Any waiver to this rule will be
in accordance with the Articles 17 (1) (d) of the Agreement Establishing the African
Development Bank and 4.1 of the Agreement Establishing the Nigeria Trust Fund.

List of Eligible Countries can be found in African Development Bank’s website:

https://www.afdb.org/en/about-us/corporate-information/members/

In reference to ITC 6.3.2, on Prohibitions for the information of Consultants, at the

present time firms, goods and services from the following countries are excluded
from this selection:

Under the ITC 6.3.2 (a) regarding Countries prohibited by Borrower: None.

Under the ITC 6.3.2 (b) regarding Prohibition applied under UNSC decision under
chapter VII of the UN Charter: None
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 167

III. Special Conditions of Contract

[Notes in brackets are for guidance purposes only and should be deleted in the
final text of the signed contract]

Number of GC Amendments of, and Supplements to, Clauses in the General

Clause Conditions of Contract

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

Malawi

1.1 (b) The Bank is: ADF

1.1 (m) Maximum Numbers of a Joint Venture, Consortium or Association

(JV): 3

1.1 (m) Minimum share of a member of Joint Venture, Consortium or

Association (JV): shall not be less than 30% percent of the total
value of the contract.

1.1 (m) Exclusion from Joint and Severable Liability:

Not applicable

1.1 (n) Mandating input of National Key Experts:

Not applicable

1.1 (n) Mandating input of National Key Experts

Not applicable

1.1 (n) Mandating input of National Key Experts:

Not applicable

1.1 (t) Sub-Consultant (Sub-Contractor):] Maximum aggregate

participation of all Sub-Consultants is 30% of the total contract
amount

4.1 The language is: English

Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 168

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

Client :

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

Consultant :

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

8.1 [If the Consultant consists only of one entity, state “N/A”;
OR
If the Consultant is a Joint Venture consisting of more than one
entity, the name of the JV member whose address is specified in
Clause SCC6.1 should be inserted here. ]
The Lead Member on behalf of the JV is _______________ [insert
name of the member]

9.1 The Authorized Representatives are:

For the Client: F.E.D. Munthali, Chief Executive Officer

For the Consultant: [name, title]

11.1 The effectiveness conditions are the following:

Effectiveness of the Bank [loan/credit/grant
Approval of the Contract by the Bank

12.1 Termination of Contract for Failure to Become Effective:

The time period shall be 2 months

13.1 Commencement of Services:

The number of days shall be 14

Confirmation of Key Experts’ availability to start the Assignment

shall be submitted to the Client in writing as a written statement
signed by each Key Expert.
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 169

14.1 Expiration of Contract:

The time period shall be 10 months

21 b. The Client reserves the right to determine on a case-by-case

basis whether the Consultant should be disqualified from
providing goods, works or non-consulting services due to a
conflict of a nature described in Clause GCC 21.1.3

Yes

23.1 The following limitation of the Consultant’s Liability towards the

Client can be subject to the Contract’s negotiations:

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

(a) Except in the case of gross negligence or willful misconduct

on the part of the Consultant or on the part of any
person or a firm acting on behalf of the Consultant in
carrying out the Services, the Consultant, with respect to
damage caused by the Consultant to the Client’s
property, shall not be liable to the Client:

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

and

(ii) for any direct loss or damage that exceeds [insert

a multiplier, two times the total value of the
Contract;

(b) This limitation of liability shall not

(i) affect the Consultant’s liability, if any, for damage to

Third Parties caused by the Consultant or any person or
firm acting on behalf of the Consultant in carrying out the
Services;

(ii) be construed as providing the Consultant with any

limitation or exclusion from liability which is prohibited by
the Applicable Law.

[Notes to the Client and the Consultant: Any suggestions made

by the Consultant in the Proposal to introduce
exclusions/limitations of the Consultant’s liability under the
Contract should be carefully scrutinized by the Client and
discussed with the Bank prior to accepting any changes to what
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 170

was included in the issued RFP. In this regard, the Parties should
be aware of the Bank’s policy on this matter which is as follows:

To be acceptable to the Bank, any limitation of the Consultant’s

liability should at the very least be reasonably related to (a) the
damage the Consultant might potentially cause to the Client, and
(b) the Consultant’s ability to pay compensation using its own
assets and reasonably obtainable insurance coverage. The
Consultant’s liability shall not be limited to less than a multiplier
of the total payments to the Consultant under the Contract for
remuneration and reimbursable expenses. A statement to the
effect that the Consultant is liable only for the re-performance of
faulty Services is not acceptable to the Bank. Also, the
Consultant’s liability should never be limited for loss or damage
caused by the Consultant’s gross negligence or willful
misconduct.

The Bank does not accept a provision to the effect that the Client
shall indemnify and hold harmless the Consultant against Third
Party claims, except, of course, if a claim is based on loss or
damage caused by a default or wrongful act of the Client to the
extent permissible by the law applicable in the Client’s country.]

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

(a) Professional liability insurance, with a minimum coverage of

equal to the contract price.

(b) Third Party motor vehicle liability insurance in respect of

motor vehicles operated in the Client’s country by the
Consultant or its Experts or Sub-consultants, with a
minimum coverage of USD 2,000;

(c) Third Party liability insurance, with a minimum coverage of

USD 1,000;

(d) employer’s liability and workers’ compensation insurance in

respect of the experts and Sub-consultants in accordance
with the relevant provisions of the applicable law in the
Client’s country, as well as, with respect to such Experts, any
such life, health, accident, travel or other insurance as may
be appropriate; and
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 171

(e) insurance against loss of or damage to (i) equipment

purchased in whole or in part with funds provided under this
Contract, (ii) the Consultant’s property used in the
performance of the Services, and (iii) any documents
prepared by the Consultant in the performance of the
Services.

27.1 N/A

27.2 [The Consultant shall not use these documents related to this
assignment for purposes unrelated to this Contract without the
prior written approval of the Client.]

38.1 The Contract price is: ____________________ [insert amount and

currency for each currency as applicable] [indicate: inclusive or
exclusive] of local indirect taxes.

Any indirect local taxes chargeable in respect of this Contract for

the Services provided by the Consultant shall [insert as
appropriate: “be paid” or “reimbursed”] by the Client [insert as
appropriate: “for“ or “to”] the Consultant.

The amount of such taxes is ____________________ [insert the

amount as finalized at the Contract’s negotiations on the basis of
the estimates provided by the Consultant in Form FIN-2 of the
Consultant’s Financial Proposal.

39.1 and 39.2 The Client warrants that

: “the Consultant, the Sub-consultants and the Experts shall be

exempt from any indirect taxes, duties, and other impositions
imposed, under the applicable law in the Client’s country, on the
Consultant, the Sub-consultants and the Experts in respect of:

(a) any payments whatsoever made to the Consultant, Sub-

consultants and the Experts (other than nationals or
permanent residents of the Client’s country), in connection
with the carrying out of the Services;

(b) any equipment, materials and supplies brought into the

Client’s country by the Consultant or Sub-consultants for the
purpose of carrying out the Services and which, after having
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 172

been brought into such territories, will be subsequently

withdrawn by them;

(c) any equipment imported for the purpose of carrying out the
Services and paid for out of funds provided by the Client and
which is treated as property of the Client;

(d) any property brought into the Client’s country by the

Consultant, any Sub-consultants or the Experts (other than
nationals or permanent residents of the Client’s country), or
the eligible dependents of such experts for their personal
use and which will subsequently be withdrawn by them upon
their respective departure from the Client’s country,
provided that:

(i) the Consultant, Sub-consultants and experts shall

follow the usual customs procedures of the Client’s
country in importing property into the Client’s country;
and

(ii) if the Consultant, Sub-consultants or Experts do not

withdraw but dispose of any property in the Client’s
country upon which customs duties and taxes have
been exempted, the Consultant, Sub-consultants or
Experts, as the case may be, (a) shall bear such customs
duties and taxes in conformity with the regulations of
the Client’s country, or (b) shall reimburse them to the
Client if they were paid by the Client at the time the
property in question was brought into the Client’s
country.

41.2 The payment schedule:

For Phase 1 (Lump-Sum amount)
Reporting Type %age of Lump sum amount
of Phase 1 of the Service
1. Inception Report 10%
2. Requirement Definition and 30%
Mapping Report
3. System Design, customization, 30%
setup & configuration Report
4. System Acceptance Report 20%
5. ERP Deployment and User Training 10%
Report
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 173

41.2.1 N/A

41.2.4 The accounts are:

for foreign currency: [insert account].

for local currency: [insert account].

42.1 The interest rate is:

for United States Dollar - the compounded Secured Overnight
Financing Rate (SOFR) published by the Federal Reserve Bank of
New York plus 1.5 % per annum, compounded daily.

for Malawi Kwacha (MWK), Reserve Bank of Malawi Prime Rate for
Local Currency.

for Great Britain Pound (GBP), Sterling Overnight Index Average

(SONIA).

for Japanese Yen (JPY), the Tokyo Overnight Average Rate

(TONA).

for Euro (EUR), Euro Interbank Offered Rate (EURIBOR).

and for any other foreign currency, that would be agreed on the
contract negotiations stage.

45.1 Disputes shall be settled by arbitration in accordance with the

following provisions:
1. Selection of Arbitrators. Each dispute submitted by a Party
to arbitration shall be heard by a sole arbitrator or an
arbitration panel composed of three (3) arbitrators, in
accordance with the following provisions:

(a) Where the Parties agree that the dispute concerns a

technical matter, they may agree to appoint a sole
arbitrator or, failing agreement on the identity of such
sole arbitrator within thirty (30) days after receipt by the
other Party of the proposal of a name for such an
appointment by the Party who initiated the
proceedings, either Party may apply to the Federation
Internationale des Ingenieurs-Conseil (FIDIC) of
Lausanne, Switzerland] for a list of not fewer than five
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 174

(5) nominees and, on receipt of such list, the Parties

shall alternately strike names therefrom, and the last
remaining nominee on the list shall be the sole
arbitrator for the matter in dispute. If the last
remaining nominee has not been determined in this
manner within sixty (60) days of the date of the list, the
Federation Internationale des Ingenieurs-Conseil
(FIDIC) shall appoint, upon the request of either Party
and from such list or otherwise, a sole arbitrator for the
matter in dispute.

(b) Where the Parties do not agree that the dispute

concerns a technical matter, the Client and the
Consultant shall each appoint one (1) arbitrator, and
these two arbitrators shall jointly appoint a third
arbitrator, who shall chair the arbitration panel. If the
arbitrators named by the Parties do not succeed in
appointing a third arbitrator within thirty (30) days after
the latter of the two (2) arbitrators named by the Parties
has been appointed, the third arbitrator shall, at the
request of either Party, be appointed by [the Secretary
General of the Permanent Court of Arbitration, The
Hague.

(c) If, in a dispute subject to paragraph (b) above, one

Party fails to appoint its arbitrator within thirty (30) days
after the other Party has appointed its arbitrator, the
Party which has named an arbitrator may apply to the
[name the same appointing authority as in said
paragraph (b)] to appoint a sole arbitrator for the
matter in dispute, and the arbitrator appointed
pursuant to such application shall be the sole arbitrator
for that dispute.

2. Rules of Procedure. Except as otherwise stated herein,

arbitration proceedings shall be conducted in accordance
with the rules of procedure for arbitration of the United
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 175

Nations Commission on International Trade Law (UNCITRAL)

as in force on the date of this Contract.

3. Substitute Arbitrators. If for any reason an arbitrator is

unable to perform his/her function, a substitute shall be
appointed in the same manner as the original arbitrator.

4. Nationality and Qualifications of Arbitrators. The sole

arbitrator or the third arbitrator appointed pursuant to
paragraphs 1(a) through 1(c) above shall be an
internationally recognized legal or technical expert with
extensive experience in relation to the matter in dispute and
shall not be a national of the Consultant’s home country [If
the Consultant consists of more than one entity, add: or of
the home country of any of their members or Parties] or of
the Government’s country. For the purposes of this Clause,
“home country” means any of:

(a) the country of incorporation of the Consultant [If the

Consultant consists of more than one entity, add: or of
any of their members or Parties]; or

(b) the country in which the Consultant’s [or any of their

members’ or Parties’] principal place of business is
located; or

(c) the country of nationality of a majority of the

Consultant’s [or of any members’ or Parties’]
shareholders; or

(d) the country of nationality of the Sub-consultants

concerned, where the dispute involves a subcontract.

5. Miscellaneous. In any arbitration proceeding hereunder:

(a) proceedings shall, unless otherwise agreed by the

Parties, be held at a place to be agreed;

(b) the English language shall be the official language for

all purposes; and

(c) the decision of the sole arbitrator or of a majority of the

arbitrators (or of the third arbitrator if there is no such
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 176

majority) shall be final and binding and shall be

enforceable in any court of competent jurisdiction, and
the Parties hereby waive any objections to or claims of
immunity in respect of such enforcement.
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 177

IV. Appendices

APPENDIX A – TERMS OF REFERENCE

[This Appendix shall include the final Terms of Reference (TORs) worked out by the
Client and the Consultant during the negotiations; dates for completion of various
tasks; location of performance for different tasks; detailed reporting requirements
and list of deliverables against which the payments to the Consultant will be made;
Client’s input, including counterpart personnel assigned by the Client to work on
the Consultant’s team; specific tasks or actions that require prior approval by the
Client.

Insert the text based on the Section 7 (Terms of Reference) of the ITC in the RFP and
modified based on the Forms TECH-1 through TECH-5 of the Consultant’s Proposal.
Highlight the changes to Section 7 of the RFP]

………………………………………………………………………………………………

APPENDIX B - KEY EXPERTS

[Insert a table based on Form TECH-6 of the Consultant’s Technical Proposal and
finalized at the Contract’s negotiations. Attach the CVs (updated and signed by the
respective Key Experts) demonstrating the qualifications of Key Experts.]

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

APPENDIX C – BREAKDOWN OF CONTRACT PRICE

[Insert the table with the unit rates to arrive at the breakdown of the lump-sum price.
The table shall be based on [Form FIN-3 and FIN-4] of the Consultant’s Proposal and
reflect any changes agreed at the Contract negotiations, if any. The footnote shall list
such changes made to [Form FIN-3 and FIN-4] at the negotiations or state that none
has been made.]

When the Consultant has been selected under Quality-Based Selection method, also
add the following:
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 178

“The agreed remuneration rates shall be stated in the attached Model Form I.
This form shall be prepared on the basis of Appendix A to Form FIN-3 of the
RFP “Consultants’ Representations regarding Costs and Charges” submitted
by the Consultant to the Client prior to the Contract’s negotiations.

Should these representations be found by the Client (either through

inspections or audits pursuant to Clause GCC 25.2 or through other means)
to be materially incomplete or inaccurate, the Client shall be entitled to
introduce appropriate modifications in the remuneration rates affected by
such materially incomplete or inaccurate representations. Any such
modification shall have retroactive effect and, in case remuneration has
already been paid by the Client before any such modification, (i) the Client
shall be entitled to offset any excess payment against the next monthly
payment to the Consultants, or (ii) if there are no further payments to be
made by the Client to the Consultants, the Consultants shall reimburse to the
Client any excess payment within thirty (30) days of receipt of a written claim
of the Client. Any such claim by the Client for reimbursement must be made
within twelve (12) calendar months after receipt by the Client of a final report
and a final statement approved by the Client in accordance with Clause GCC
45.1(d) of this Contract.”]
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 179

Model Form I
Breakdown of Agreed Fixed Rates in Consultant’s Contract

We hereby confirm that we have agreed to pay to the Experts listed, who will be involved in performing the Services, the basic fees
and away from the home office allowances (if applicable) indicated below:

(Expressed in [insert name of currency])*

Experts 1 2 3 4 5 6 7 8
Basic
Social Away from Agreed Fixed Rate Agreed Fixed Rate
Remuneration 2
Name Position Charges Overhead
1
Subtotal Profit Home Office per Working per Working
rate per Working 1 Allowance Month/Day/Hour Month/Day/Hour1
Month/Day/Year
Home Office

Work in the Client’s

Country

1 Expressed as percentage of 1
2 Expressed as percentage of 4
* If more than one currency, add a table

Signature Date

Name and Title:

Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 180

APPENDIX D - FORM OF ADVANCE PAYMENTS GUARANTEE

[See Clause GCC 41.2.1 and SCC 41.2.1]

{Guarantor letterhead or SWIFT identifier code}

Bank Guarantee for Advance Payment

Guarantor: [insert commercial Bank’s Name, and Address of Issuing Branch or Office]
Beneficiary: [insert Name and Address of Client]
Date: [insert date]
ADVANCE PAYMENT GUARANTEE No.: [insert number]

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

Furthermore, we understand that, according to the conditions of the Contract, an

advance payment in the sum of ___________ [insert amount in figures] ( )
[amount in words] is to be made against an advance payment guarantee.

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

(a) has failed to repay the advance payment in accordance with the Contract
conditions, specifying the amount which the Consultant has failed to repay;
(b) has used the advance payment for purposes other than toward providing the
Services under the 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 Consultant on
their account number ___________ at _________________ [name and address of bank].

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.
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 181

The maximum amount of this guarantee shall be progressively reduced by the amount
of the advance payment repaid by the Consultant as indicated in certified statements
or invoices marked as “paid” by the Client which shall be presented to us. This
guarantee shall expire, at the latest, upon our receipt of the payment certificate or paid
invoice indicating that the Consultant has 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 (URDG) 2010
revision, ICC Publication No. 758.

_____________________
[signature(s)]

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

2 Insert the expected expiration date. In the event of an extension of the time for completion of the Contract, 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. In preparing this guarantee, the Client might consider adding the
following text to the form, at the end of the penultimate paragraph: “The Guarantor agrees to a one-time extension of this
guarantee for a period not to exceed [six months][one year], in response to the Client’s written request for such extension,
such request to be presented to the Guarantor before the expiry of the guarantee.”
Section 9. Notification of Intention to Award and Beneficial Ownership Forms 182

Part III
Section 9. Notification of Intention
to Award and
Beneficial Ownership Forms
Section 9. Notification of Intention to Award and Beneficial Ownership Forms 183

Notification of Intention to Award

[This Notification of Intention to Award shall be sent to each Consultant whose
Financial Proposal was opened. Send this Notification to the authorized representative
of the Consultant].

For the attention of Consultant’s authorized representative

Name: [insert authorized representative’s name]
Address: [insert authorized representative’s address]
Telephone/Fax numbers: [insert authorized representative’s telephone/fax numbers]
Email Address: [insert authorized representative’s email address]

[IMPORTANT: insert the date that this Notification is transmitted to all Consultants.
The Notification must be sent to all Consultants simultaneously. This means on the
same date and as close to the same time as possible.]

DATE OF TRANSMISSION: This Notification is sent by: [email/fax] on [date] (local time)

Notification of Intention to Award

Client: [insert the name of the Client]
Contract title: [insert the name of the contract]
Country: [insert country where RFP is issued]
Loan No. /Credit No. /Grant No.: [insert reference number for loan/credit/grant]
RFP No: [insert RFP reference number from Procurement Plan]

This Notification of Intention to Award (Notification) notifies you of our decision to

award the above contract. The transmission of this Notification begins the Standstill
Period. During the Standstill Period you may:

1. request a debriefing in relation to the evaluation of your Proposal, and/or

2. submit a Procurement-related Complaint in relation to the decision to award

the contract.

• The successful Consultant

Name: [insert name of successful Consultant]

Address: [insert address of the successful Consultant]

Contract price: [insert contract price of the successful Consultant]

 Section 9. Notification of Intention to Award and Beneficial Ownership Forms 184

• Short listed Consultants [INSTRUCTIONS: insert names of all shortlisted

Consultants and indicate which Consultants submitted Proposals. Where the
selection method requires it, state the price offered by each Consultant as read
out, and as evaluated. Include overall technical scores and scores assigned for each
criterion and sub-criterion. Select Full Technical Proposal (FTP) or Simplified
Technical Proposal (STP) in the last column below.]

Evaluated
[use for STP] Financial Financial Combined
[use for FTP]
Name of Submitted Overall Proposal Proposal score and
Overall
Consultant Proposal technical price (if price ranking (if
technical scores
scores applicable) (if applicable)
applicable)
[insert [yes/no] Criterion (i): Criterion (i): [Proposal [evaluated Combined
name] [insert score] [insert score] price] price] Score:
Criterion (ii): Criterion (ii): [combined
[insert score] [insert score] score]
Criterion (iii): Sub- Ranking:
[insert score] criterion a: [ranking]
Sub-criterion a: [insert score]
1: [insert score] Sub-
2: [insert score] criterion b:
[insert score]
3: [insert score]
Sub-
Sub-criterion b:
criterion c:
1: [insert score]
[insert score]
2: [insert score]
Total score:
3: [insert score]
[insert
Sub-criterion c:
score]
1: [insert score]
2: [insert score]
3: [insert score]
Criterion (iv):
[insert score]
Criterion (v):
[insert score]
Total score:
[insert score]
Criterion (i): Combined
[insert [yes/no] Criterion (i): [Proposa [evaluated
[insert score] Score:
name] [insert score] l price] price]
Criterion (ii): [combined
Criterion (ii):
[insert score] score]
[insert score]
Ranking:
 Section 9. Notification of Intention to Award and Beneficial Ownership Forms 185

Evaluated
[use for STP] Financial Financial Combined
[use for FTP]
Name of Submitted Overall Proposal Proposal score and
Overall
Consultant Proposal technical price (if price ranking (if
technical scores
scores applicable) (if applicable)
applicable)
Criterion (iii): Sub-criterion [ranking]
[insert score] a: [insert
Sub-criterion a: score]
1: [insert score] Sub-criterion
2: [insert score] b: [insert
score]
3: [insert score]
Sub-criterion
Sub-criterion b:
c: [insert
1: [insert score]
score]
2: [insert score]
Total score:
3: [insert score]
[insert score]
Sub-criterion c:
1: [insert score]
2: [insert score]
3: [insert score]
Criterion (iv):
[insert score]
Criterion (v):
[insert score]
Total score:
[insert score]

[insert [yes/no] Criterion (i): Criterion (i): [Proposal [evaluated Combined

[insert score] [insert score] price] price] Score:
name]
Criterion (ii): Criterion (ii): [combined
[insert score] [insert score] score]
Criterion (iii): Sub- Ranking:
[insert score] criterion a: [ranking]
Sub-criterion a: [insert score]
1: [insert score] Sub-
2: [insert score] criterion b:
[insert score]
3: [insert score]
Sub-
Sub-criterion b:
criterion c:
1: [insert score]
[insert score]
2: [insert score]
Total score:
3: [insert score]
[insert
Sub-criterion c:
score]
1: [insert score]
2: [insert score]
3: [insert score]
 Section 9. Notification of Intention to Award and Beneficial Ownership Forms 186

Evaluated
[use for STP] Financial Financial Combined
[use for FTP]
Name of Submitted Overall Proposal Proposal score and
Overall
Consultant Proposal technical price (if price ranking (if
technical scores
scores applicable) (if applicable)
applicable)
Criterion (iv):
[insert score]
Criterion (v):
[insert score]
Total score:
[insert score]

[insert …
name]

… …
Section 8. Conditions of Contract and Contract Forms (Lump-Sum) 187

• Reason/s why your Proposal was unsuccessful [Delete if the combined score
already reveals the reason]

[INSTRUCTIONS; State the reason/s why this Consultant’s Proposal was unsuccessful.
Do NOT include: (a) a point by point comparison with another Consultant’s Proposal
or (b) information that is marked confidential by the Consultant in its Proposal.]

• How to request a debriefing [This applies only if your proposal was unsuccessful
as stated under point (3) above]

DEADLINE: The deadline to request a debriefing expires at midnight on [insert date]

(local time).
You may request a debriefing in relation to the results of the evaluation of your
Proposal. If you decide to request a debriefing your written request must be made
within three (3) Business Days of receipt of this Notification of Intention to Award.
Provide the contract name, reference number, name of the Consultant, contact
details; and address the request for debriefing as follows:
Attention: [insert full name of person, if applicable]
Title/position: [insert title/position]
Agency: [insert name of Client]
Email address: [insert email address]
Fax number: [insert fax number] delete if not used
If your request for a debriefing is received within the 3 Business Days deadline, we
will provide the debriefing within five (5) Business Days of receipt of your request.
If we are unable to provide the debriefing within this period, the Standstill Period
shall be extended by five (5) Business Days after the date that the debriefing is
provided. If this happens, we will notify you and confirm the date that the extended
Standstill Period will end.
The debriefing may be in writing, by phone, video conference call or in person. We
shall promptly advise you in writing how the debriefing will take place and confirm
the date and time.
If the deadline to request a debriefing has expired, you may still request a
debriefing. In this case, we will provide the debriefing as soon as practicable, and
normally no later than fifteen (15) Business Days from the date of publication of the
Contract Award Notice.

• How to make a complaint

Section 9. Notification of Intention to Award and Beneficial Ownership Forms 188

DEADLINE: The deadline for submitting a Procurement-related Complaint

challenging the decision to award the contract expires on midnight, [insert date]
(local time).
Provide the contract name, reference number, name of the Consultant, contact
details; and address the Procurement-related Complaint as follows:
Attention: [insert full name of person, if applicable]
Title/position: [insert title/position]
Agency: [insert name of Client]
Email address: [insert email address]
Fax number: [insert fax number] delete if not used
[At this point in the procurement process] [ Upon receipt of this notification] you
may submit a Procurement-related Complaint challenging the decision to award the
contract. You do not need to have requested, or received, a debriefing before
making this complaint. Your complaint must be submitted within the Standstill
Period and received by us before the Standstill Period ends.
Further information:
For more information see the Bank’s Procurement Framework“
In summary, there are four essential requirements:
1. You must be an ‘interested party’. In this case, that means a Consultant who has
submitted a Proposal in this selection process, and is the recipient of a
Notification of Intention to Award.
2. The complaint can only challenge the decision to award the contract.
3. You must submit the complaint within the deadline stated above.
4. You must include, in your complaint, all of the information required by the
Bank’s Procurement Framework.

• Standstill Period

DEADLINE: The Standstill Period is due to end at midnight on [insert date] (local
time).
The Standstill Period lasts ten (10) Business Days after the date of transmission of
this Notification of Intention to Award.
The Standstill Period may be extended. This may happen where we are unable to
provide a debriefing within the five (5) Business Day deadline. If this happens we
will notify you of the extension.
Section 9. Notification of Intention to Award and Beneficial Ownership Forms 189

If you have any questions regarding this Notification, please do not hesitate to
contact us.

On behalf of [insert the name of the Client]:

Signature: ______________________________________________

Name: ______________________________________________

Title/position: ______________________________________________

Telephone: ______________________________________________

Email: ______________________________________________
Section 9. Notification of Intention to Award and Beneficial Ownership Forms 190

Beneficial Ownership Disclosure Form

INSTRUCTIONS TO CONSULTANTS: DELETE THIS BOX ONCE YOU HAVE

COMPLETED THE FORM

This Beneficial Ownership Disclosure Form (“Form”) is to be completed by the successful

Consultant1. In case of joint venture, the Consultant must submit a separate Form for
each member. The beneficial ownership information to be submitted in this Form shall be
current as of the date of its submission.

For the purposes of this Form, a Beneficial Owner of a Consultant is any natural person
who ultimately owns or controls the Consultant by meeting one or more of the following
conditions:

(a) directly or indirectly holding 25% or more of the shares

(b) directly or indirectly holding 25% or more of the voting rights
(c) directly or indirectly having the right to appoint a majority of the board of
directors or equivalent governing body of the Consultant

Request for Proposal reference No.: [insert identification no]

Name of the Assignment: [insert name of the assignment]

To: [insert complete name of Client]

In response to your notification of award dated [insert date of notification of

award] to furnish additional information on beneficial ownership: [select one
option as applicable and delete the options that are not applicable]

(i) we hereby provide the following beneficial ownership information.

Details of beneficial ownership

Identity of Directly or indirectly Directly or Directly or
Beneficial Owner holding 25% or indirectly holding indirectly having
more of the shares 25 % or more of the right to
the Voting Rights appoint a majority
(Yes / No)
of the board of the
(Yes / No)
directors or an
equivalent
governing body of
the Consultant

(Yes / No)
Section 9. Notification of Intention to Award and Beneficial Ownership Forms 191

[include full name

(last, middle, first),
nationality, country
of residence]

OR

(ii) We declare that there is no Beneficial Owner meeting one or more of the
following conditions:

(a) directly or indirectly holding 25% or more of the shares

(b) directly or indirectly holding 25% or more of the voting rights
(c) directly or indirectly having the right to appoint a majority of the board of
directors or equivalent governing body of the Consultant

OR

(iii) We declare that we are unable to identify any Beneficial Owner meeting one or
more of the following conditions. [If this option is selected, the Consultant shall
provide explanation on why it is unable to identify any Beneficial Owner]
(d) directly or indirectly holding 25% or more of the shares
(e) directly or indirectly holding 25% or more of the voting rights
(f) directly or indirectly having the right to appoint a majority of the board of
directors or equivalent governing body of the Consultant]”

Name of the Consultant: *[insert complete name of the Consultant]_________

Name of the person duly authorized to sign the Proposal on behalf of the
Consultant: **[insert complete name of person duly authorized to sign the
Proposal]___________

Title of the person signing the Proposal: [insert complete title of the person
signing the Proposal]______

Signature of the person named above: [insert signature of person whose name
and capacity are shown above]_____

Date signed [insert date of signing] day of [insert month], [insert year]_____
Section 9. Notification of Intention to Award and Beneficial Ownership Forms 192

*
In the case of the Proposal submitted by a Joint Venture specify the name of the Joint Venture as
Consultant. In the event that the Consultant is a joint venture, each reference to “Consultant” in the
Beneficial Ownership Disclosure Form (including this Introduction thereto) shall be read to refer to
the joint venture member.
**
Person signing the Proposal shall have the power of attorney given by the Consultant. The power
of attorney shall be attached with the Proposal Schedules.