s Std Users Guide Consultancy Ver 2

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Ministry of Foreign AffairsDanida

Sample Standard Tender Document forLarger Consultancy Contracts

Users' Guide

November 2004


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Danida's SSTD for Larger Consultancy Contracts

Users' Guide Page3 of 44

November 2004

The purpose of this Users Guide is to provide brief guidance to the users of the Sample Standard

Tender Document for Larger Consultancy Contracts, the users being the Tender Committees

established by the Royal Danish Ministry of Foreign Affairs (Danida) or the Recipient, the

Consultant appointed to assist the Tender Committees, and the prospective Tenderers.

The explanations and guidelines given in this Users Guide shall not be used for interpretation ofthe contents of any Tender Dossier or Agreement prepared on the basis of the Sample Standard

Tender Dossier.


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TABLE OF CONTENTS

1 INTRODUCTION...................................................................................................................... 5

1.1 Background .................................................................................................................... 5

1.2 The FIDIC White Book.................................................................................................. 6

1.3 Procedures and formats to be used for selection of consultants ..................................... 7

1.4 Types of assignments where the SSTD may be used.....................................................7

1.5 Users of the SSTD.......................................................................................................... 8

1.6 Terminology ................................................................................................................... 8

1.7 Contents of the SSTD..................................................................................................... 9

2 THE TENDER PROCESS ....................................................................................................... 10

2.1 Principles for tendering of consultancy services .......................................................... 10

2.2 The Tender Committee................................................................................................. 12

2.3 Qualification requirements ........................................................................................... 12

2.4 Tendering...................................................................................................................... 14

2.4.1 Invitation .................................................................................................................. 14

2.4.2 Instructions to Tenderers .......................................................................................... 15

2.4.3 Appendix to Instructions to Tenderers: Criteria and Method of Evaluation ............ 21

2.4.4 Letter of Tender........................................................................................................ 24

2.4.5 Schedules of Tender ................................................................................................. 25

3 THE AGREEMENT................................................................................................................. 29

3.1 Form of Agreement ...................................................................................................... 29

3.2 Documents of the Agreement.......................................................................................29

3.2.1 Particular Conditions Part A - References from the General Conditions................. 30

3.2.2 Particular Conditions Part B - Additional Clauses ...................................................34

3.2.3 General Conditions................................................................................................... 34

3.2.4 Appendix A - Scope of Services .............................................................................. 34

3.2.5 Appendix B - Personnel, Equipment, Facilities and Services of Others to beprovided by the Client .............................................................................................................. 43

3.2.6 Appendix C.1 - Schedule of Prices...........................................................................43

3.2.7 Appendix C.2 - Terms of Remuneration..................................................................44

3.2.8 Appendix C.3 - Conditions for Personnel-Related Expenses................................... 44

3.2.9 Appendix C.4 - Terms of Payment........................................................................... 44


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1 INTRODUCTION

1.1 Background

The Sample Standard Tender Document (SSTD) for Larger Consultancy Contracts hasbeen developed for use in tendering and award of larger consultancy contracts by the

Danish Ministry of Foreign Affairs (Danida) in connection with the preparation and

implementation of development activities.

The Danish Government in February 2003 decided that all procurement financed by

Danida from 1 January 2004 (all procurement advertised 1 January 2004 and later) shall be

carried out in accordance with the European Council Directives ("the Council Directives")

for procurement of public services, public works, and supply contracts where these

directives are applicable.

This implies in practical terms that award of most contracts for services, works or goods,

where Danida is the Contracting Authority) and where the total contract sum is above

certain thresholds (for the years 2004 and 2005 approx. 1.1 m DKK for service and goodscontracts, and approx. 44.0 m DKK for works contracts) shall be carried out following the

requirements of the Council Directives.

Larger consultancy contracts under the SSTD are, therefore, defined as contracts with a

total contract sum above the threshold.

Tendering and award of such contracts shall take place in accordance with the Practical

Guide for Tendering and Award of Larger Contracts by Danida" and by Danida

headquarters assisted by the appointed Consultant. This guide covers all tendering and

award of contracts by Danida whether service contracts, works contracts or supply

contracts above the thresholds and comprises general rules governing all contracts and

specific rules governing service contracts, works contracts, and supply contracts.

The Practical Guide replaces a number of the present guidelines as

- Rules and Guidelines for Tenders for Danida Assignments, Danish Ministry of

Foreign Affairs ("Danida"), September 1994 (in the Danish language only)

- Rules and Guidelines for Procurement of Goods, Danida, September 1994

- Rules and Guidelines for the Role and Work of the Tender Committee in

connection with Prequalification and Tendering, Danida, August 1997

- Danida's Standard Prequalification Forms, Danida, August 1997 revised September

2001 (covering prequalification for long-term consultancy services).

Tendering and award of smaller consultancy contracts by Danida (contracts where the total

contract sum is below the threshold) shall be tendered and contracted in accordance withDanida's KR-rules or Danida's LC-Guidelines, Agreements on Local Consultancy Services.

Danida has, in connection with the updating of the Aid Management Guidelines, initiated

the development of a general Policy for Procurement and associated Policy Guidelines for

procurement of all service, works, and supply contracts, financed by Danida and carried out

by Danida headquarters, the local Danish Diplomatic Mission, or partners (Recipient,

NGOs, other donors, or any other party disbursing Danida funds).

This policy and these guidelines should be seen as an overall umbrella for the Practical

Guide for Tendering and Award of Larger Contracts by Danida as well as Danida's Sample

Standard Tender Dossiers (SSTD):

- SSTD for Larger Consultancy Contracts, Danida- SSTDs for Larger Contracts for Construction and for Plant and Design-Build,


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Danida

- Users' Guide and SSTD for Larger Contracts for Supply of Goods, Plant and

Equipment, Danida.

- Simplified SSTD for Contracts for Supply of Goods (being developed)

The SSTD for Larger Consultancy Contracts replaced, from 1 January 2004, Danida'sStandard Tender Dossier and Documents for Danidas long-term consultancy contracts

March 1996, based upon the IGRA 1979 D&S and IGRA 1980 PM model form

agreements.

1.2 The FIDIC White Book

The terms of the Client/Consultant Model Services Agreement, Third Edition 1998, (the

White Book) have been prepared by the Fdration Internationale des Ingnieurs-Conseils

(FIDIC). The terms are recommended in connection with most consultancy assignments as

pre-investment and feasibility studies, designs and administration of construction, project

management, provision of services as an independent task, and technical assistance (supply

of personnel to assist in preparation or administration of a project in an advisory capacity,

and provision of training).

The White Book is together with the World Bank document "Standard Request for

Proposals" July 1999, the main internationally recognised documents for contracting of

consultancy services (the European Commission's Practical Guide to Contract Procedures

includes both tender and contract procedures and formats, but is specifically developed for

use in connection with European Commission external aid contracts and as such not

generally applicable).

The White Book supersedes the International General Rules of Agreement between Client

and Consulting Engineer, IGRA 1979 for Pre-Investment Studies, IGRA 1979 for Design

and Supervision of Construction of Works, and IGRA 1980 for Project Management.

The General Conditions of the White Book provide general rules common to most

consultancy agreements. In line herewith, the term "Consulting Engineer" previously used

in the superseded IGRA Documents is now replaced by "Consultant".

In addition to the White Book, FIDIC has published the "White Book Guide" to assist those

drafting consultancy agreements, to explain the rationale for the White Book's provisions

and to give additional general notes on preparation of documents on consultancy

assignments.

A Consultancy Agreement in accordance with the White Book comprises the Agreement

naming the parties, the Services, and the documents deemed to form part of the Agreement:

- General Conditions (standard)- Particular Conditions, Part A - Data appropriate for the particular assignment,

necessary to complete the General Conditions

Particular Conditions Part B - Additional Clauses of a general and commercial

nature appropriate for the particular assignment (in this case as required for

assignments funded by Danida)

- Appendix A - Scope of Services (either the Terms of Reference plus the

Consultant's Technical Proposal as amended during finalisation of the Agreement,

or a common document incorporating the terms as finally agreed between the

parties)

- Appendix B - Personnel, Equipment, Facilities and Services of Others to be

provided by the Client


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- Appendix C - Remuneration and Payment (total price, breakdown of price, and

conditions of remuneration and payment).

1.3 Procedures and formats to be used for selection of consultants

It should be noted that the White Book and The White Book Guide only include formats

and guidance for the Agreement and the documents forming part of the Agreement, while

procedures, formats of documents, and guidance on the selection of consultants are only

discussed briefly and only where relevant to the documents of the Agreement.

This part of the SSTD has therefore been developed based on

- Danida's Standard Tender Dossier and Documents based on FIDIC IGRA 1979 for

Design and Supervision of Construction of Works, and IGRA 1980 for Project

Management. from March 1996,

- the format of Danida's new series of SSTDs and Users' Guides.

- EU Council Directive for award of service contractswith the required updates, simplifications, and revisions to suit both the Consultant

tendering for contracts (here called the "Tenderer") and the Contracting Authority (here

called "the Client") and to match the requirements of the Council Directive and an

Agreement in the White Book format.

In the development the following documents have been consulted

- World Bank's Guidelines for Selection and Employment of Consultants revised

May 2002,

- World Bank's Standard Request for Proposals, revised July 1999

- World Bank's Consulting Services Manual, December 2001,

- FIDIC's Client/Consultant Model Services Agreement, Third Edition 1998,

- FIDIC's The White Book Guide, Second Edition 2001,

- FIDIC's Guidelines for Selection of Consultants, draft,

- EU Council Directive 92/50/EEC of 18 June 1992 relating to the coordination of

procedures for the award of public service contracts, and the EU Council Directive

97/52/EC of 13 October 1997 amending 92/50/EEC.

In particular, care has been taken

- to maintain the documents forming the Agreement in the White Book format as a

stand alone, including the Scope of Services, Services of Others, and Remuneration

and Payment and

- to arrange the Invitation to Tender, the Instructions to Tenderers and the Method

and Criteria for Evaluation from the Agreement as a separate set of documents not

forming part of the Agreement and not referred to in the Agreement.

1.4 Types of assignments where the SSTD may be used

The SSTD is intended to be used for all the types of larger consultancy assignments 11

at

present funded by Danida, where

(i) the role of the Consultant may include providing specialists to assist and give

11 The term "consultancy assignments" is here used for professional services in the wider sense (legal, commercial,

engineering, environmental, sociological, training, education, etc.).


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advice, undertaking professional services resulting in certain outputs, being "the

Engineer", being project manager or combinations of these,

(ii) the Services may include secondment of staff for executive duties, studies and

project preparation, design, construction supervision, training, technical assistance

involving administration, institutional support and development, twinning,research, or combinations of these,

(iii) the environment, in which the assignment should be carried out, may include

- the project/component/sub-component being co-funded and carried out in

co-operation between several donors,

- the Recipient participating in the implementation or being the executive

agency,

- a large degree of flexibility and possibilities of adjustment in inputs,

activities and outputs,

- the role and responsibilities changing during the course of the assignment,and

- a certain interaction with permanent Danida advisers and the embassy

responsible.

1.5 Users of the SSTD

The users may on the Client side be

(i) Danida tendering and contracting internationally.

(ii) The Recipient tendering contracting locally or regionally.

(iii) The Recipient tendering and contracting internationally.

Tendering and contracting by the Recipient will require that the Recipient has the capacity

and staff with experience from procurement of consulting services or has assistance from a

specialist in procurement of consulting services.

Adaptation of the SSTD to local legislation and procurement regulations will require

assistance from legal and procurement specialists.

The users on the Consultant side may be sole consultants, partnerships, limited companies,

public or private research/service/training institutions and other enterprises undertaking

consultancy services, or joint ventures/consortia of these.

1.6 Terminology

In the following

- the term "SSTD" shall mean the Sample Standard Tender Document for Larger

Consultancy Contracts,

- the term "Tender Dossier" shall mean the documents issued to the Tenderers, and

- the term "Tender" or "Tender Document" shall mean the documents forming the

Tender and submitted by the Tenderer.

In this SSTD, the following principles have been adopted for the convenience of users:


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Square brackets "[ ]" enclosing text in

normal font indicate optional and/or

alternative wording. The [ ] must not

appear in the Tender Dossier.

Square brackets and the italicised text

within the [ ] are intended to assist the

writers of, and must not appear in, the

Tender Dossier.

Round brackets ( ) enclosing text in

normal font indicate text which is to be

included (within round brackets) in the

Tender Dossier.

Round brackets ( ) enclosing italicised

textare to be included (within round

brackets) in the Tender Dossier as notes for

the Tenderers.

1.7 Contents of the SSTD

The SSTD comprises the following documents:

Invitation1Letter of Acknowledgement

2

Instructions to Tenderers1

Appendix to Instructions to Tenderers: Criteria and Method of Evaluation1

Letter of Tender2

Schedules of Tender (Tenderer's Technical Schedules and Schedule of Prices)2

Agreement1, 3

General Conditions

Particular Conditions, Part A1, 3

Particular Conditions Part B

Appendices to the Agreement

- Appendix A - Terms of Reference1, 3

- Appendix B - Personnel, Equipment, Facilities and Services of Others

1

- Appendix C - Remuneration and Payment, including Schedule of Prices1, 2

, Terms

of Remuneration, Conditions for Personnel-related Expenses, and Terms of

Payment

1to be amended or filled in by the Client before issue to the Tenderers

2to be completed by the Tenderer

3to be completed by the parties to the Agreement


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requirements when the Recipient undertakes procurement, please refer to Danida's

Procurement Policy and Procurement Policy Guidelines, January 2004.

2.2 The Tender Committee

Prior to the commencement of the qualification and tender process, the Client shall

establish a Tender Committee who will be in charge of the whole process up to the signing

of the Agreement.

Where Danida is the Client, the Tender Committee will normally comprise:

- one member (who shall be the Chairperson) from Danida's Business Cooperation &

Technical Assistance,

- one member from the responsible Danish Diplomatic Mission,

- one member from Danida's Technical Advisory Service, and

- observers representing the Recipient (nominated by the government of the

Recipient Country).

An Independent Consultant (IC) will be appointed to advise the Tender Committee on all

matters related to the tender process and to assist the Tender Committee Chairperson and

be responsible for executing all decisions and related activities including finalisation of the

Contract.

The members of the Tender Committee and the IC shall ensure impartiality and

transparency in the work, and shall not during and after the tender process disclose any

information relating to examination, clarification, evaluation and finalisation of the

Contract.

Decisions of the Tender Committee should be reached by consensus. If consensus cannot

be reached, the matter should be resolved by reference to a higher authority.

For details of the duties and activities of the Tender Committee, including the qualification

tender procedure, please refer to the Practical Guide to Tendering and Award of Larger

Contracts by Danida.

2.3 Qualification requirements

Qualification (pre-qualification or post-qualification) should in accordance with the

Council Directive be based on applicants meeting certain requirements and minimum

conditions:

- Eligibility for tendering and award of larger contracts by Danida. Conditions hereof

include:

(a) The Candidate is established as consultants in a Member Country of the

European Union or any of the EEA countries.

(b) If the Candidate is an association as a joint venture, consortium or other

unincorporated grouping of two or more entities (here called a "joint

venture") the following shall apply:

(i) The qualification application shall be signed by all members.

(ii) The members shall attach to the qualification application a letter of

intent to form a JV signed by all members, including a definition

of the roles and percentage input in monetary terms of each

member of the JV.

(iii) The information related to the Candidate's eligibility (conditions


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(a), (c), (d), and (f)), legal position, economic and financial

standing, and technical capability shall be furnished and the

conditions met by each member of the JV.

(c) No grounds for exclusion (being bankrupt or wound up or subject of

proceedings for declaration of bankruptcy, convicted for an offenceconcerning professional conduct, grave professional misconduct, or

misrepresentation).

(d) Having a formulated code of ethics and a business integrity management

system,

(e) Having no potential conflict of interest.

- Authorisation/registration as required in the country of the Candidate.

- Economic and financial standing (to be detailed by the Tender Committee).

- Technical capability/capacity (to be detailed by the Tender Committee).

A joint venture shall attach to the application and later the Tender, a letter of intentincluding as a minimum

- a definition of the roles and percentage input in monetary terms of each member of

the joint venture,

- a statement that the members will undertake, jointly and severally, the obligations

under the Agreement, if awarded,

- a statement that the members of the joint venture appoint and authorise the lead

member (named) to bind the joint venture and to act on its behalf in all matters in

connection with or arising out of the Agreement, if awarded,

- a statement that the joint venture shall, upon award of the Agreement, submit for

the approval of the Client, a proper joint venture agreement detailing the role,

input, and responsibility of each member, as well as the administration and

financing of the joint venture,

- statement that the composition or constitution of the joint venture shall not be

altered without the prior written consent of Client, and

- a statement that for the purposes of the implementation of the Agreement, the joint

venture shall act as and be considered a single entity and in particular shall have a

joint bank account in its name, submit joint advance payment guarantees, joint

invoices and joint reports to the Client, and shall establish common quality

assurance and business integrity plans.

Please note that any criterion used as a basis for the selection of Candidates, cannot be usedlater as a basis for the award. This means e.g. that if the consultants' general or specific

experience is used as a selection criterion (qualification criterion) such experience cannot

be used as an award criterion (evaluation criterion).

For details of the qualification process (requirements and minimum conditions, formats,

time of dispatch and addresses) please refer to the Practical Guide to Tendering and Award

of Larger Contracts by Danida. This guide includes a.o. guidelines for preparation of

qualification information, Danida's recommended standard applications forms, and

templates for qualification and evaluation reports.


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2.4 Tendering

2.4.1 Invitation

The Client shall arrange for the Invitation to be filled in prior to issuance of the Tender

Dossier. Details shall be inserted and amendments made where marked [in italics inbrackets] and alternative wordings or options chosen where marked [in regular brackets].

The Tenderer invited to submit a Tender (the prospective Tenderer) shall be the legal entity

as prequalified.

The prequalified entity and prospective Tenderer may be:

- An individual consultant (usually only employed for short-term assignments),

- A firm of consultants (an individual, a partnership, or other incorporated entity)

with or without sub-consultants.

If an arrangement as a main consultant with one or more sub-consultants, the

main consultant will be fully liable to the Client for the tendering and if successfulfor the execution of the complete Services. The parties will have made an

agreement defining the activities and part of the Services undertaken by each party

and the required administrative arrangements.

Such an arrangement will require that the main consultant is responsible for the

management of the Services and has the largest part of the Services.

The arrangement will need the approval of the Client and the pre-contract

agreement shall be attached to the Tender for consideration by the Client.

If, in the opinion of the Client, the selection of sub-consultants locally or within

specific fields of expertise is limited, the Client may object to exclusive agreements

(agreements that prohibit the sub-consultant from entering into agreements with

other Tenderers).

- An association as a joint venture, consortium or other unincorporated grouping of

two or more legal entities (here called a joint venture), such joint venture shall

attach to the Tender a letter of intent with a content as outlined above.

The Invitation shall clearly and exactly specify the following information, which shall be

filled in before issue:

- Name, legal status, and address of the prospective Tenderer (if a joint venture

names, legal status, and addresses of all members) and contact person.

Unless named in the prequalification application, the selection of sub-consultants

by the prospective Tenderer may at this stage not be known by the Client andshould not be included in the Invitation.

- Name, legal entity, and address of all prospective Tenderers.

- Name of the Program, Component, or Project as specified in the appraisal report,

government agreement or similar.

- Name of the assignment outlining the type of services (e.g. technical assistance,

design, construction supervision, training, etc.) and the role of the Consultant (as

e.g. adviser, project manager, designer, the Engineer, etc.), with a reference to the

Terms of Reference for details (as specified in the Terms of Reference).

- If applicable, the maximum budget for this assignment (fees plus project-related

reimbursable costs plus personnel-related reimbursable costs) in DKK. The amountshall exclude contingencies, if any.


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It is therefore stressed that the information given in the Background Documents are made

available for information only and shall not form any part of the Tender or the Agreement

or any interpretation of these.

Clause 2. EligibilityThe name and legal status of the entity stated in the invitation shall be the same as for the

prequalified entity.

The invitation may also state any particular conditions or reservations to the selection (as

e.g. that the use of local sub-consultants is compulsory either in general or for certain parts

of the Services or that a certain sub-consultant is nominated). Such conditions and

reservations should, however, be used with care.

A Tenderer having been prequalified, shall be considered qualified to undertake the

assignment and its general qualifications, resources and experience shall not be included in

the Tender evaluation.

However, the Tenderer should also at the time of tendering meet the prequalificationrequirements and shall, on request of the Client or in the event of changes in the

information submitted for the purpose of prequalification, present updated and satisfactory

evidence of compliance with the criteria for prequalification. Such changes may include

- changes in the composition of a joint venture or of named sub-consultants,

- legal status and place of establishment of the Tenderer or members of a joint

venture,

- changes that would have lead to exclusion of the Tenderer or member of joint

venture (subject to proceedings for declaration or being bankrupt, convicted of an

offence concerning his professional conduct, proven misconduct or

misrepresentation),

- economic or financial situation,

- technical capability/capacity (affecting resources required for this assignment).

Please note that the Tenderer is, in his Tender, required to confirm that the information

submitted for qualification is still valid.

A Tenderer may wish to supplement his technical capabilities or his resources, in general,

within specific fields of expertise, or locally in the Recipient's Country or the region. The

Consultant should however, realise that the Client's consent to the choice of sub-

consultants is required (refer to Particular Conditions Clause 38 (iii)): In order to ensure the

Client's consent the Tenderer should therefore include in the Tender a pre-contract

agreement with sufficient details of the arrangement.If, in the opinion of the Client, the selection of sub-consultants locally or within specific

fields of expertise is limited and a proper competition cannot be achieved, the Client may

object to exclusive agreements (agreements that prohibit the sub-consultant from entering

into agreements with other Tenderers).

The Client requires that Consultants provide professional, objective, and impartial advice

and at all times hold the Client's interests paramount, without any consideration for future

work, and strictly avoid conflicts with other assignments or their own corporate interests.

Tenderers shall not be eligible for the assignment if this would conflict with their prior or

current obligations to other clients, or may place them in a position of not being able to

carry out the assignment in the best interest of the Client.

Conflict of prior or current obligations falls in three different groups:


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- Conflicting between consulting activities and procurement of goods, works or

services, e.g.:

A Tenderer engaged to provide goods, works or services for a project, or its

owners, affiliates, subsidiaries, or associates will not be eligible to provide

consulting services related to those goods, works and services.

Similarly a Tenderer engaged to provide services for a project, or its owners,

affiliates, subsidiaries, or associates will not be eligible to subsequently provide

goods, works or services for the project.

A Tenderer combining the functions of consulting firm with those of a contractor

or if the Tenderer owned by or affiliated to a contractor or a manufacturer

undertaking services as consultants, may not be eligible and should therefore

include information on such relationships in the Tender. In such a case, the

Tenderer would be required to submit a statement to the effect that the Tenderer

undertakes to limit its role to that of the Consultant for the project and disqualify

itself, its owners and affiliates for providing goods, works or services related to the

project.

- Conflict with other consulting assignments, e.g.:

A Tenderer or any of its associates (including their Key Personnel for the

assignment) having participated in preparation of a feasibility study for an

infrastructure project may not be eligible for the design of that project, or a

Tenderer having prepared Terms of Reference or an appraisal for an assignment

will not be eligible for the assignment.

- Conflict stemming from relationships with the Client's or Recipient's staff, e.g.:

A Tenderer (including its Key Personnel and sub-consultants) that have a business

or family relationship with a member of the Client's or Recipient's staff, or with the

Independent Consultant assisting the Client, unless the conflict stemming from this

relationship has been resolved in a manner acceptable to the Client throughout for

both selection process and the execution of the Agreement.

A Tenderer in circumstances which might be construed as a potential conflict of interest

should notify the Client in writing, whenever such circumstances arise.

A Tenderer having provided consulting services related to the assignment in question, even

if this would not disqualify it under the circumstances specified above, should not derive a

competitive advantage from this. To that end, the Client shall provide to all Tenderers all

available information that would in that respect give a Tenderer a competitive advantage

over the other Tenderers.

Clause 3. The Tender Dossier

The Tender Dossier shall comprise the documents as listed in Clause 1 and any

clarifications or addenda issued as described here in Clause 3.

Clarifications are explanations to certain parts of the Tender Dossier or answers to

questions raised by the Tenderers. Requests for clarifications shall be given by letter or at a

pre-tender conference, and in any case in writing. The clarification shall be issued in

writing to all Tenderers (by letter, fax or e-mail) and shall include the text of the question

without disclosing the identity of the Tenderer and the answer.

Addenda are amendments to the Tender Dossier (to the Instructions to Tenderers, the

Criteria and Evaluation Model or to the Contract Documents).

The clarifications and addenda will usually be issued by the Independent Consultant on


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behalf of the Client, and the Tenderers shall be required promptly to confirm receipt of

such clarification or addendum.

Clause 4. Field Visit

The detailed programme and practical arrangements for a joint field visit will usually beprepared by the IC and shall be issued 7 days before the visit. A typical programme may

include:

- A brief introduction meeting at the Clients or Recipients offices.

- Detailed meetings and visits to relevant locations, the site, or place of assignment,

and collection of background material.

- A final meeting where all questions raised and answers given during the visit are

recorded in minutes which, following approval of the Tender Committee, are

distributed to the Tenderers.

Key personnel of the Recipient, the Client and other parties should take part in the

meetings and visits as applicable to provide information as required and relevantfor the Tenderers.

- Details of logistical arrangements made by the Client or Recipient.

Individual meetings between representatives and key personnel of the Recipient, Client or

the Danish Diplomatic Mission should be avoided. If held, minutes shall be prepared and

issued to all Tenderers.

Any background material or information shall be given to all Tenderers.

Clause 5. Preparation of the Tender

The Tender Schedules to be prepared by the Tenderer shall be specified here by the Client

before issue to the Tenderers. The Schedules should normally comprise

Technical Schedules

- Schedule 1 - Comments to Appendix A - Terms of Reference (if any relevant) and

Comments to Appendix B - Personnel, Equipment, Facilities and Services of

Others (if any relevant).

- Schedule 2 - Description of Approach, Work Plan and Detailed Tasks (if

applicable), Reporting (if applicable), Organisation (if applicable), outline QA

Plan, and outline Business Integrity Management Plan.

- Schedule 3 - List of Key Personnel, Task Assignment Chart (if applicable), and

CV's for all Key Personnel and other professional personnel at the home office

assigned as Assignment Manager, Quality Manager and Auditor, Business Integrity

Manager, etc. for the implementation of the Services.

A letter of agreement shall be attached for Key Personnel not permanently

employed by the Tenderer, otherwise such personnel may not be considered in the

evaluation).

- Schedule 4.1 - Outline Implementation Plan (if applicable).

- Schedule 4.2 - Personnel Assignment Chart (if applicable).

Schedule of Prices

- Total Price calculated as the sum of fees, reimbursable Project-related Expenses

and Personnel-related Expenses (for each of the phases if applicable).

- Breakdown of Fees (for each phase if applicable).


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technical part shall be opened in the presence of the Tender Committee, and the

price parts examined to determine whether the price parts appear complete and

generally in order.

Again minutes of the opening shall be prepared recording those present, the

Tenders received, their condition and completeness.

Clause 8. Evaluation

The evaluation will comprise the following sequence of actions:

- Check of the technical part and determination of responsiveness. A Tender where

the technical part is not substantially responsive shall be rejected by the Client.

- Evaluation of the technical part including seeking clarifications from the Tenderers

where required.

- Interviews of specified Key Personnel, if provided for in Clause 8.4 of the

Instructions to Tenderers.

Interviews should be carried out by a professional body (the Committee or a

professional interviewer), and should take place at intervals close enough to permit

comparison and follow a standard format agreed beforehand and applied to all

specified Key Personnel.

Tenderers must be given at least 10 days advance notice of the date and time of

the interview. Where a Tenderer is prevented from attending an interview by force

majeure, another appointment will be given.

On completion of such interviews, the Tender Committee, without modifying the

composition or the weighting of the criteria for the technical evaluation, decides

whether it is necessary to adjust the rating of the persons interviewed. Any

adjustments must be substantiated and recorded in the Tender Evaluation Report.

Note that such interviews are costly both for Tenderers and for the Contracting

Authority and should be used with restraint.

- Opening of the price part of those Tenders where the technical part meets the

minimum requirements.

Review of price part, correction of arithmetical errors, and check that the price part

is substantially responsive including that the total price is within the maximum

budget stated in the Invitation. A Tender where the price part is not substantially

responsive shall be rejected by the Client.

- Evaluation of the price part.

- Overall evaluation with determination of the highest rated (economically most

advantageous) Tender.

Note that the evaluation of the Tenders shall be based upon the principles outlined in the

Evaluation Criteria and any sub-criteria annexed to the Instructions to Tenderers as decided

by the Committee prior to the issue of the Invitation.

The main sub-criteria as outlined in the annex should be maintained without substantial

changes, but the weights may be adjusted within the ranges indicated depending on the

category of services, the character and size of the assignment and the relative importance

for the success of the assignment.

Also note that the Tender Committee may ask any Tenderer for clarification of his Tender,

including breakdowns of unit rates and sums. The request for clarification and the responseshall be in writing. In requesting such clarifications it shall be stressed that no change in the


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price or substance of the Tender shall be sought, offered or permitted except as required to

confirm the correction of arithmetic errors discovered by the Client during the evaluation

of the tenders.

The invitation shall state whether alternative Tenders are permitted or not (as already

specified in the Contract Notice). If permitted only the alternative(s) submitted by theTenderer with the highest rated compliant Tender shall be considered as a basis for

finalising an Agreement.

Clause 9. Award of Contract

It may often be required to invite the preferred Tenderer for clarification of minor

operational issues as

- update of the commencement date and implementation schedule,

- update of the staffing schedule or selection of Key Personnel to suit the

implementation of the Program/Component/Project,

- modification of the interface with the Client's or the Recipient's organisation, or

- compilation, copying and signing of the Agreement.

Such clarifications may take place at meetings where agreed minutes are prepared by the

Client or by exchange of letters. These agreed minutes or exchange of letters constitute the

basis upon which the Agreement may be finalised.

The preferred Tenderer shall, within one week of the Client's invitation to finalise an

Agreement and at the latest at the first of such clarification meetings, submit the form of

Breakdown of Fee Rates properly filled in and on request of the Client provide

documentation of the components of these rates. Failure to comply with these requirements

will be considered a serious default and negotiations with this Tenderer may be terminated

by the Client.

2.4.3 Appendix to Instructions to Tenderers: Criteria and Method of Evaluation

The Client shall arrange that this Appendix is filled in prior to issuance of the Tender

Dossier. Details shall be inserted and amendments made where marked [in italics in

brackets] and alternative wordings or options chosen where marked [in regular brackets].

Award shall normally be made to the economically most advantageous Tender, with a

weight of 20%, not exceeding 30%, given to the "price". The "price" would usually be the

total price (fees plus the project-related and the personnel-related reimbursable expenses),

but in any case as specified in this Appendix to the Instructions to Tenderers. The weight

for the "price" shall be chosen, taking into account the complexity of the assignment andthe relative importance of quality.

Where the major part of the project-related expenses is defined and budgeted by the Client

(as official local transport, official travel, office accommodation, technical equipment,

facilities and services), these expenses may be excluded in the total "price" as specified in

detail in this Appendix to the Instructions to Tenderers.

Technical proposals for consulting services are intellectual products; their evaluation

cannot be reduced to a purely mathematical exercise but instead must be based on the

professional judgment of competent evaluators. The difficulty is to ensure that this

judgment is not exercised in an unreasonable or arbitrary manner. Evaluators may, either

consciously or unconsciously, manipulate the points awarded to specific factors in the

evaluation for a number of reasons, including inadequate experience in the field of theassignment or in evaluating Tenders of this nature.


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November 2004

Therefore, it is important that subjectivity be mitigated to achieve the required

transparency, consistency, and fairness, also where the members of the Tender Committee

may be competent in the technical field but lacking experience in evaluation of proposals.

One way of achieving this is by adopting a suitable evaluation model, evaluation criteria,

and weighting and rating system. Such a model, criteria, weighting and rating system havebeen developed by the World Bank for use by its borrowers, refined over many years and

applied successfully in a large number of cases.

This model, criteria, weighting and rating system is summarised in World Bank's

"Guidelines for Selection and Employment of Consultants revised May 2002", available on

http://web.worldbank.org/WBSITE/EXTERNAL/PROJECTS/PROCUREMENT/0,,content

MDK:20060656~menuPK:93977~pagePK:84269~piPK:60001558~theSitePK:84266,00.ht

ml

and described in detail in the WB publication "Consulting Services Manual,

Comprehensive Guide to Selection of Consultants December 2001" available on

http://siteresources.worldbank.org/PROCUREMENT/Resources/csm-final-ev3.pdf

The model, criteria, weighting and rating system used by Danida may be briefly described

as follows:

a.. It is the duty of the Tender Committee to establish, prior to the tendering, the

detailed evaluation criteria and weighting in accordance with the following:

- Technical quality (description of the methodology and work plan, measures

to ensure accordance with Danida principles, and organisation) (20-60%),

with the sub-criteria

- proposed methodology and work plan (25-60%),

- measures to ensure that the Services are carried out in accordancewith Danida's principles - Aid Management Guidelines,

Partnership 2000 and associated Policies, Strategies, Management

Tools, and Technical Guidelines (20-30%),

- proposed organisation including detailed measures to ensure

quality (quality management and quality assurance) and business

integrity in carrying out the assignment (20-30%),

- Qualifications and competence of the Key Personnel proposed for the

assignment (30-60%), with the weight for each person depending on the

importance of his input, and the sub-criteria for each person being

- general qualifications and experience achieved within the last 15years: general education and training, length of experience,

positions held, time with the consulting firm as staff, experience in

developing countries and so forth, weight usually 20-30%,

- specific qualifications and experience: education, training, and

experience in the specific sector, field, subject, and so forth,

relevant to the particular assignment, weight usually 50-60%, and

- experience in the region: knowledge of the local language, culture,

administrative system, government organisation, and so forth,

weight usually 10-20%.

and

- Transfer of knowledge (training), if required in the Terms of Reference,


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November 2004

weight usually 0-10%.

- National participation as reflected by nationals among Key Personnel

(proportion of nationals among key personnel), if required in the Terms of

Reference, weight usually 0-10%.

- Total weight of the technical part 100%.

The criterion technical quality and its sub-criteria shall be evaluated only on the

basis of their responsiveness to the Terms of Reference. The weight given to the

sub-criteria will depend very much on the type and character of the assignment:

- Where the assignment is purely technical assistance and fully programmed

in all details, the weight given to "technical quality" might be low with

- "adequacy of proposed methodology and work plan" given a low

weight,

- "measures to ensure that the Services are carried out in accordance

with Danida's principles" given a low weight, and- "organisation and detailed measures to ensure quality and business

integrity" given a high weight.

- Where the assignment is complex (e.g. a multidisciplinary study or design

assignment) the weight given "technical quality" might be high with

- "adequacy of proposed methodology and work plan" given a high

weight,

- "measures to ensure that the Services are carried out in accordance

with Danida's principles" given medium weight, and

- "organisation" including detailed measures to ensure quality and

business integrity" given a lower weight.

"Key Personnel" means any professional personnel as defined in Particular

Conditions Part B Clause 1 (xv).

The weight given to each of the Key Personnel will depend on the extent and

importance of his input. Likewise, the weight of the sub-criteria used will depend

on the relevance and importance of sub-criteria.

b. The level of responsiveness for each criterion and sub-criterion shall be rated on a

scale of 0-100 points using the following discrete grades (and only these)

- poor: 40 points

- satisfactory: 70 points

- good: 90 points

- very good: 100 points

The rating of each criterion and sub-criterion shall then be weighted and added to

give the total score for the technical part.

c. If provided for in the Instructions to Tenderers, the evaluation might be

supplemented by interviews of selected principal Key Personnel as e.g. the Team

Leader, Chief Adviser, and/or Resident Engineer.

Interviews should be carried out by a professional (the Committee possibly

assisted by an independent interviewer), and should take place at intervals closeenough to permit comparison and follow a standard format agreed beforehand and

applied to all Key Personnel.


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November 2004

The result of the interview shall not be rated under a separate criterion. On

completion of such interviews, the Tender Committee, without modifying the

composition or the weighting of the criteria for the technical evaluation, decides

whether it is necessary to adjust the rating of the persons interviewed. Any

adjustments must be substantiated and recorded in the Tender Evaluation Report.d. The technical part shall be considered unsuitable if not responding to important

aspects of the Terms of Reference or fails to achieve a minimum score of (usually

80) out of 100 points and the Tender rejected. The minimum score for the technical

part shall be determined by the Tender Committee prior to issuing the Tender

Dossier.

e. The Tender with the lowest price will be given a score for the price part of 100

points and the others' scores inversely proportional to their price.

f. The total score shall be calculated by adding the weighted scores of the technical

and price part.

The Tenderer with the Tender obtaining the highest total score shall be invited tofinalise the Agreement.

The detailed criteria and sub-criteria and their weighting should, to the extent possible, be

included in the Tender Dossier to enable the Tenderers to prepare Tenders responding to

the requirements of the assignment.

2.4.4 Letter of Tender

The Tenderer shall complete the Letter of Tender with

- name and address of the Client as specified in Clause 6.3 in the Instructions to

Tenderers,

- name of the assignment, and name of the Program/Component/Project, andRecipient all as specified in the Invitation,

- listing and identification of any Addenda, and

- the date of last day of the validity of the Tender,

1. The Tenderer is prequalified as a joint venture or consortium

If the Tenderer is prequalified as an association as a joint venture, consortium or other

unincorporated grouping of two or more legal entities, here called a Joint Venture, the

Tenderer shall insert/fill in the following text without any changes:

"With reference to Clause 1 (v) of the Conditions of Agreement the Tenderer is not a firm

but a Joint Venture composed of the following members:

- Lead Member: [name, legal status, and address]

- Member: [name, legal status and address]

- Member: [name, legal status, and address]

The members of the Joint Venture have authorised the Lead Member with authority to bind

the Joint Venture, and to act on its behalf in all matters in connection with or arising out of

the Tender.

The composition or constitution of the Joint Venture shall not be altered without prior

written consent by the Client.

The members of the Joint Venture shall be jointly and severally bound by this Tender and(if accepted) the Agreement.


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November 2004

A letter of intent (with the contents as specified in Clause 2.3.1 in this Users' Guide) to

enter into a joint venture is attached to the Tender."

2. The Tenderer is a main consultant associated with sub-consultants

If the prequalified Tenderer is a main consultant having associated or wishing to associatewith one or more named sub-consultants in order to include Key Personnel of these sub-

consultants in his Tender, signed pre-contract agreements with these sub-consultants shall

be attached to the Tender. Such pre-contract agreements shall indicate role, the input, and

the share of the sub-consultant.

Failure to include such pre-contract agreement will result in the sub-consultant being

disregarded in the evaluation.

Appointment of the proposed sub-consultants shall need the consent of the Client.

3. Changes since the prequalification application

Note Clause 2.2 of the Instructions to Tenderers:The Tenderer shall notify the Client, as soon as practicable, of any change in the

information submitted for the purpose of the prequalification, including changes in the

composition of the Tenderer or the legal status and place of establishment, no grounds for

exclusion, authorisation or membership of professional association, no potential conflict of

interest, economic and financial situation, and technical capability/capacity of the

Tenderer or its members.

Also note that the entity of the Tenderer (whether a main consultant with or without named

sub-consultants or a joint venture) shall be the one prequalified and invited to Tender,

otherwise the Tenderer shall be rejected as not eligible.

4. Tenderers Signatory

The Tender shall be signed by a person authorised to sign for and on behalf of the Tenderer

and proof of this authorisation shall be attached to the Tender (if the Tenderer is a Joint

Venture, authorisation by each of the members is required).

2.4.5 Schedules of Tender

Schedule 1 - Comments to the Appendix A - Terms of Reference and Appendix B -

Personnel, Equipment, Facilities and Services of Others

This schedule shall be prepared by the Tenderer and list all comments, suggestions, and

reservations (if any) to the Appendices A - Terms of Reference and to Appendix

B - Personnel, Equipment, Facilities and Services of Others.

Note that reservations may result in the Tender being considered not substantially

responsive.

Discussions of the "Consultant's understanding" or "Appreciation of the

program/component/project" should be avoided and will not be credited.

Schedule 2 - Description of Approach, Work Plan and Detailed Tasks, Reporting,

Organisation, outline QA Plan, and outline Business Integrity Management Plan

This schedule shall (if required in the Tender Dossier) be prepared by the Tenderer. The

schedule should expand on the Terms of Reference and detail the activities of the

Consultant's team in carrying out the Services. The schedule should not just repeat theTerms of Reference but include:


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November 2004

(i) A description of the proposed approach for

(a) implementation of the main components of the Services,

(b) project management and monitoring,

(c) proposed sub-consultants, their role, input and share of the services andresponsibilities,

(d) co-operation with the Recipient and Danida,

(e) local capacity building, institutional development, and training, and

(f) long term sustainability,

(ii) A description of the proposed work plan with a detailing of the activities and

outputs outlined in the Terms of Reference as well as any additional activities as

found required,

(a) a detailing of the reporting required in the Terms of Reference,

(b) the organisation proposed for the Consultant's team with interface to theClient's and the Recipient's organisation,

(iii) An outline plan describing the detailed measures applied to ensure quality in

carrying out this assignment including

(a) the contents of the final plan,

(b) names of the persons proposed for the quality management and monitoring,

and for auditing,

(c) timing of the audits.

Please note that person(s) proposed for quality auditing should be independent of

the Consultant's team carrying out the Services.

(iv) An outline plan describing the detailed measures applied to ensure business

integrity in carrying this assignment, including

(a) definitions of roles, responsibilities and authority in relation the measures

to be applied,

(b) business integrity procedures to be applied for acquiring, bidding,

negotiations and execution of assignments,

(c) accounting structures to be applied, and

(d) enforcement measures to be applied.

For further details, refer to "FIDIC: Guidelines for Business Integrity Managementin the Consulting Industry, Test Edition 2001".

The Business Integrity Management Plan should include measures to ensure

business integrity also of sub-consultants.

Please note that this Schedule should not include any reservations or comments to the

Terms of Reference. Reservations or comments which may be construed as reservations

may result in the Tender being considered not substantially responsive.

Schedule 3 - List of Key Personnel, Task Assignment Chart, and CV's for all Key

Personnel

This schedule shall be prepared by the Tenderer and include

(i) a list of the proposed positions and names of Key Personnel and other professional

personnel at the home office assigned as Assignment Manager, Quality Manager


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November 2004

3 THE AGREEMENT

3.1 Form of AgreementThe Form of Agreement shall not be filled in by the Tenderer.

The Client shall arrange for the Form of Agreement to be filled in prior to the signing by

the two parties. Details shall be inserted and amendments made where marked [in italics in


Signing by Recipient

In some cases, e.g. where the assignment is not based on an agreed program or component

of a program or where the Recipient will be the executing agency, it may be prudent to give

the Recipient the opportunity to review and give its formal consent to the Agreement.

It should, however, be stressed that there are only two parties to the Agreement, the Clientand the Consultant.

Effectiveness

The Agreement is effective on the date of the latest signature (of the two parties) necessary

to complete the Agreement. In accordance with General Conditions Clause 22, the Services

shall be commenced and completed at the times stated in the Particular Conditions.

3.2 Documents of the Agreement

Note that the Invitation or the Instructions to Tenderers are not part of the Agreement.

Also note that although the Agreement refers to the Consultant's proposal, neither theConsultant's Technical Schedules nor Schedule of Prices appear in the documents of the

Agreement. This is because both the technical proposal and the price proposal normally are

amended during the finalisation of the Agreement and it is better to use the documents as

finally agreed upon in the Agreement.

The documents to the Agreement comprise:

- Agreed minutes of finalisation meetings (if any).

- Particular Conditions

- Part A - References from Clauses in the General Conditions:

Including all information and data relevant for the particular assignment.

This shall be amended and partly filled in by the Client prior to the

tendering and shall be completed by the parties prior to finalisation of the

Agreement.

- Part B - Additional Clauses (Danida's amendments and additions to the

General Conditions and not further amended).

- General Conditions

- Appendix A - Scope of Services

For the purpose of tendering only comprising the original Terms of Reference. For

the purpose of the Agreement Appendix A will normally comprise the original

Terms of Reference (possibly amended) supplemented by the Consultant's

Technical Schedules all as finalised and agreed between the parties. The order of

precedence shall be


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November 2004

- Terms of Reference (possibly amended)

- Consultants Technical Schedules (possibly amended)

Schedule 1 - Comments to the Agreement, Appendix A - Terms of

Reference and Appendix B - Personnel, Equipment, Facilities and Servicesof Others

Schedule 2 - Description of Approach, Work Plan and Detailed Tasks,

Reporting, Organisation, outline QA plan, and outline Business Integrity

Management System

Schedule 3 - List of Personnel, Task Assignment Chart, and CV's for all

Key Personnel including those responsible for home office management,

quality management, monitoring and audits

Schedule 4.1: Outline Implementation Plan

Schedule 4.2: Personnel Assignment Chart

In some cases (e.g. where the Terms of Reference need substantial amendments orwhere a phasing is introduced during the finalisation of the Agreement) it might be

preferable to rewrite the Terms of Reference and the Consultant's Technical

Schedules into one consistent and agreed document.

- Appendix B - Personnel, Equipment, Facilities and Services of Others (to be

provided by the Client) is prepared by the Client prior to the tendering but may be

amended during the finalisation of the Agreement.

- Appendix C - Remuneration and Payment

For the purpose of tendering comprising

- C.1 - Schedule of Prices (blank but filled in by the Tenderer)

- C.2 - Terms of Remuneration

- C.3 - Conditions for Personnel-Related Expenses

- C.4 - Terms of Payment

and for the purpose of the Agreement comprising

- C.1- Schedule of Prices (possibly amended)

- C.2 - Terms of Remuneration (not amended)

- C.3 - Conditions for Personnel-Related Expenses (not amended)

- C.4 - Terms of Payment (not amended)

3.2.1 Particular Conditions Part A - References from the General Conditions

Particular Conditions Part A comprises details referred to in the Clauses in the General

Conditions and which are related to the particular assignment, Client and Consultant.

Part A shall be filled in by the Client partly prior to issuance of the Tender Dossier (data

related to the assignment and the Client) and completed by the Tenderer (data related to the

Consultant). Details shall be inserted or amendments made where marked [in italics in


The data include (the numbering refers to the clauses in Particular Conditions Part A):

1. (i) The "Project" (name of the Program/Component/Project):To be filled in by the Client prior to issue of the documents.


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November 2004

1. (v) The "Consultant" if a joint venture:

Composition of the Joint Venture and specific requirements to Joint Ventures to be

given exactly in the wording as specified in the Particular Conditions.

Information to be provided by the Consultant prior to finalisation of theAgreement.

Please note that arrangements where the Consultant is a firm with sub-consultant(s)

are not considered an association as a joint venture. In the event of such

arrangements, the Consultant shall fill in "N/A".

1. (vi) "Third Parties" (name, address, and representative of e.g. the Recipient or the

executing agency):

To be filled in by the Client prior to issue of the documents.

14. "Client's Representative" (name, address, and representative of the Client for

matters pertaining to the administration of the Agreement):

Normally the Danish Diplomatic Mission.


14. "Consultant's Representative" (name, address and representative of the Consultant):

A senior manager (the Assignment Manager) at the home office and the Team

Leader at the field office.

Information to be provided by the Consultant prior to finalisation of the

Agreement.

17. "Duration of Liability" of the Consultant:

Normally five years (or as decided by the Client).


18.1 "Limit of Compensation" payable by the Consultant:

Normally the Total Price as stated in the Schedule of Prices (or as decided by the

Client) - for assignments such as design and supervision of large infrastructure

projects, a sum corresponding to the amount of possible damages estimated by the

Client.


19. "Consultant's Liability Insurance" against professional liability:

Normally the Total Price as stated in the Schedule of Prices or as decided by the

Client and filled in prior to issue of the documents - for assignments as design and

supervision of large infrastructure projects, a sum corresponding to the amount of

possible damages estimated by the Client.


21. "Agreement becoming Effective":

The date of the latest signature necessary to complete the Agreement or as agreed

between the parties.

In the event of a phasing of the assignment the Client shall prior to the issue of the

documents add or amend the text as indicated.

22. "Commencement Date" (the date of commencement of the Services):

To be filled in by the Client prior to issue of the documents with either a specific


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date or a number of days after the effective date and confirmed by the parties

during the finalisation of the Agreement.

22. "Completion Date":

The date of completion of the Services given either as a specific date or as anumber of days or months after the Commencement Date.

To be filled in by the Client prior to issue of the documents. In the event of a

phasing of the assignment, the Client shall add or amend the text.

Note that the Services shall not be considered completed until acknowledged by the

Client's approval of the Consultant's Completion Report (cf. Appendix A).

30. (i) "Place of Payment":

Name and address of bank, bank registration number, account number and name of

DKK-account and account holder.

Information to be provided by the Consultant prior to the finalisation of the

Agreement.

31.(i) "Advance Payment" (amounts and conditions for payment of the advance

payment):

The amounts are normally 20% of the Ceiling Amount for Fees (or as decided by

the Client) and normally 40% of the Ceiling amounts for Reimbursable Expenses

(or as decided by the Client) with payment subject to effectiveness of the

Agreement and presentation of an advance payment security for the full amount.

To be filled in by the Client prior to issue of the documents. In the event of a

phasing of the assignment the Client shall add or amend the text.

31. (i) "Time for Payment" (by the Client):

Payment will normally take place as advance payment, quarterly progress

payments, and final payment as specified in the Appendix C.4 - Terms of Payment:

Amounts due for advance payment, normally 30 days of the date of effectiveness

of the Agreement, presentation of an advance payment security and receipt of

invoice, whichever is the latest.

Amounts due for quarterly progress payments, normally 30 days (or as decided by

the Client) within receipt of invoice.

Amounts due for final payment, normally 45 days (or as decided by the Client)

within receipt of invoice, and the audited final statement of accounts, and the

Client's approval of the Consultant's Completion Report.To be filled in by the Client prior to issue of the documents.

31. (ii) "Compensation for late Payment" (to the Consultant):

Normally 2 per cent point (or as decided by the Client) above the discount rate of

the Danish National Bank.


31. (iii) "Cash Flow Estimate":

If required, the Client shall prior to issue of the documents include and amend the

text indicated.

32. "Currency of the Agreement":

DKK.


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November 2004

36. "Language of the Agreement".

The ruling language shall be the English language.

The Client shall prior to issue of the documents fill in the language to be used in

reports, recommendations and documents to be prepared by the Consultant.36. "Law":

If Danida is the Client, the Agreement shall be subject to the law of Denmark.

The Client shall prior to issue of the documents amend as appropriate.

37. "Principal Place of Business":

Name and postal address of the Consultant.

If the price or duration of the Services is altered as result of changes in regulations

in any country in which the Services are to be performed, outside its "Principal

Place of Business", the Consultant may be entitled to adjustment of the

remuneration and time for completion.Information to be given by the Consultant prior to the finalisation of the

Agreement.

38. (iii) "Sub-contracts":

If the Consultant has or intends to use sub-consultants the following text should be

inserted:

The Consultant has proposed the following sub-consultants to which consent is

given by the Client:

- Name, address, and part of the Services (type and percentage)

- Name, address, and part of the Services (type and percentage)

41. "Notices":

Address of the Client and Consultant for the purpose of formal notices.

Information to be given by the Consultant prior to finalisation of the Agreement.

41. "Invoices to be sent to" (address and department of the Client):

Identification, department and address of the Client for the purpose of invoicing.

44. "Arbitration" (rules of):

Where the Client is Danida and the Services are related to building and

construction the dispute shall be settled finally and bindingly by "The Building and

Arbitration Court" in Copenhagen.

Where the Client is Danida and the Services are not related to building and

construction the dispute shall be finally and bindingly settled by "The Danish

Institute of Arbitration" (Det Danske Voldgiftsinstitut) in Copenhagen.

Where Danida is the Client the law governing the arbitral proceedings shall be

Danish.

The Client shall prior to issue of the documents amend as appropriate.

45. "Dispute Adjudication Board":

If the Services include administration of a contract for Works, where the Client

intends to or agreed to use adjudication of disputes by a Dispute AdjudicationBoard, this Clause shall include the following text.


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For a major contract, cf. the Consultant's Guide for Plant, Design-Build and

Construction Contracts:

"The Client intends to or has agreed to use adjudication of disputes under the

Works Contract (name and details of contract) by a Dispute Adjudication Board,

where the parties jointly will appoint one independent person to act as the impartialsole adjudicator".

For a minor contract, cf. the Consultant's Guide for Plant, Design-Build and

Construction Contracts:

"The Client intents to or has agreed to use the Engineer making impartial pre-

arbitral decisions under the Works Contract (name and details of contract). In case

of the latter, the Services shall be detailed in the Terms of Reference."

3.2.2 Particular Conditions Part B - Additional Clauses

Particular Conditions Part B comprises amendments and additions to the General

Conditions necessitated by the nature of the assignments, the funding, and the Client beingeither Danida or a public institution in a developing country.

This Part B is an integral part of the General Conditions and should be included in the

Agreement without any revisions or amendments.

3.2.3 General Conditions

The General Conditions shall be those of the FIDIC Client/Consultant Model Services

Agreement, Third Edition 1998.

3.2.4 Appendix A - Scope of Services

Appendix A - Scope of Services will when issued in the Tender Dossier comprise only the

Terms of Reference as prepared by the Client.

In the Tender the Consultant will in response to the Terms of Reference prepare the

required Technical Schedules which will be reviewed and evaluated by the Client.

During the finalisation of the Agreement the parties will discuss the Terms of Reference as

well as the Technical Schedules and agree on any amendments needed.

Appendix A - Scope of Services will then, in the Agreement, include the amended Terms

of Reference and the amended Technical Schedules in that order of precedence.

Terms of Reference:

(i) General comments

(a) Detailing and updating the Terms of Reference:

The Terms of Reference is often drafted as a part of the

Program/Component/ Project document or description and agreed with the

Recipient as part of this document or description.

However, it is important to realise that the drafting often takes place one or

two years prior to the tendering and finalising an Agreement with a

consultant and that circumstances may have changed considerably since

then. The role for the Consultant, the resources of the executing agency,

the in-country conditions, the phasing or the financing of the

Program/Component/Project may have changed.

Further, the drafted Terms of Reference may be an outline requiring further

detailing in order to form the basis for tendering and finalising a contract


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November 2004

with a consultant for the provision of the Services.

In the normal situation the Terms of Reference will, therefore have to be

reviewed, updated and detailed prior to the tendering and finalising a

contract for the assignment.

Thereafter it may be required to ensure that these final terms are agreed by

the Recipient or other involved parties.

(b) Normal Services, Additional Services and Exceptional Services:

Clause 4. of the General Conditions refers to

- "Normal Services" as those described as such in Appendix A (the

Terms of Reference and later the Scope of Services),

- "Additional Services" as those described as such in Appendix A or

which by written agreement between the parties are otherwise

additional to Normal Services, and

- "Exceptional Services" as those which are not Normal Services orAdditional Services but which are necessarily performed by the

Consultant in accordance with Clause 28 of the General

Conditions.

Additional Services may be

- advice to the Client in taking any steps in or towards the

resolution of dispute or difference or towards any

adjudication, arbitration or litigation in connection with

the Works,

- considering alternative designs for the Works submitted by

the Contractor,

- preparation of shop drawings,

- review and check of Works not designed by the

Consultant,

- special investigations not normally included in the type of

Services (contamination investigations on site),

and should if possible be clearly specified in the Terms of

Reference.

Additional Services may also be non-foreseeable as e.g.

- increase in the amount or duration of the Services causedby delays by the Client or its Contractors,

- increase in the amount or extent of the Services caused by

delays in or non supply of personnel, equipment, facilities,

and services of others to be provided by the Client

according to Appendix B.

The mentioned causes may be reduced or eliminated by (at an early

stage) carefully reviewing and establishing realistic plans for

implementation as well as for supply of personnel, equipment,

facilities and services of others.

Exceptional Services may be- necessary work or expense caused by changed


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circumstances for which the Consultant is not responsible

or which make it irresponsible or impossible for him

perform,

- abandonment or suspension or resumption of Services.

(c) Responsibility of the Consultant:

The assignment may include the Consultant being responsible for one of

the following or combinations of the following

- carrying out certain activities and achieving certain outputs

(feasibility studies, planning, investigations, engineering design,

etc.),

- advising, assisting and supporting the Client, the Recipient or other

third parties (technical assistance) in its activities and achievement

of outputs,

- providing training services,- procurement of materials, equipment or services on behalf of the

Client,

- project management on behalf of the Client, the Recipient or any

third party.

The Consultant may in these cases retain liability only for skill, care and

diligence in the performance of the Services, and the White Book

Agreement can be used in these cases without changes or additions.

However, the case of a Consultant undertaking project management and

full liability for delivering a project to the Client is a different matter for

which the White Book Agreement is not suitable.

(d) Location of the Consultant's work:

Depending on the type of assignment, the Client often requires that the

work partly or wholly be carried out in the Recipient's Country in order for

the Recipient's staff or local firms to benefit from participation in the work.

The Consultant may on the other hand wish the work to be partly or wholly

carried out at its home office to achieve higher efficiency.

Where all or most of the work is carried out in the field, it should be

realised that it may be difficult for the Consultant's field team to be

competent in all aspects of the Services. In such cases the performance of

the Services may be secured or even improved by including a certain back-up by home office specialists.

Such requirements for back-up should be specified in the Terms of

Reference, or if not possible at this stage in the agreed Technical

Schedules.

(ii) List of contents

The Terms of Reference should as applicable include detailed specification of:

(a) Background and objectives of the Program/Component/Project:

The background should be brief but should explain the history of the

Program/Component/Project preparation and list all intermediatedocuments, studies and investigations as well as involvement of

consultants in the project preparation.


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The development and immediate objectives should be outlined, if

unchanged since the Program/Component/Project document a reference to

these documents will be sufficient.

(b) Objectives of the Consultant's assignment:

While the purpose of assigning a consultant to carry out certain services

under a Program/Component/Project is to achieve the objectives

(development objectives and the immediate objectives), the contractual

objectives of assigning a consultant will often be narrower and these should

therefore be clearly formulated in the Terms of Reference as e.g.:

- advice and support (technical assistance) to the implementing

agency,

- management of a component or sub-component,

- study, master plan, survey, investigation,

- detailed engineering design, preparation of tender documents andassistance in tendering and award,

- review (of a study, a design or an investigation),

- contract administration and construction supervision, take-over and

commissioning, and /or

- training and upgrading of staff.

(c) Outputs of the Consultant's assignment:

A detailed list of the outputs clearly indicating those for which the

Consultant is contractually responsible and those where the Consultant's

team is assisting the implementing agency.

All outputs specified should be quantified, timed and verifiable and the

means of verification stated.

Longer technical assistance assignments may often be phased in one-year

phases with a rolling planning (outputs of one phase include plans and

definition of outputs, activities and staffing for the following phase(s)). In

such cases only the outputs of the first phase or the inception phase are

fixed in the Terms while the outputs of the following phases are outlined

and tentative.

(d) Activities of the Consultant:

A detailed list of the activities clearly indicating those for which theConsultant is responsible and those where he is assisting.

For technical assistance assignments the activities may be specified for

each of the team members including the team leader. This is a useful way

of planning the size of the input and the qualifications required for each

team member. However, this should not prevent the Consultant from

proposing alternatives for input and profiles.

For longer technical assistance assignments the activities may be defined in

a process of rolling planning, where only the activities and staffing of the

inception or first phase are specified in the Terms while the activities and

staffing of the following phases are outlined and tentative.

(e) Requirements for training and transfer of know-how (if applicable for theServices) e.g. including

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