ANNEX 3… TO THE MINISTERIAL ORDER NO…..

OF…………ESTABLISHING
REGULATIONS ON PUBLIC PROCUREMENT, STANDARD BIDDING DOCUMENTS

STANDARD REQUEST FOR PROPOSALS FOR TENDERS OF COMPLEX

CONSULTANCY SERVICES

THE REPUBLIC OF RWANDA

[Indicate the official name of the Procuring

Entity]

STANDARD REQUEST FOR PROPOSALS

SELECTION OF CONSULTANTS FOR COMPLEX
ASSIGNMENTS

Title of the Tender:

Tender Reference Number:

Procurement Method:

Date of Issue: January, 2019

 2

PREFACE
1. This Standard Request For Proposal (SRFP) has been prepared by the Rwanda Public
Procurement Authority (RPPA) for use by Procuring Entities (PEs) for the procurement of
services. The procedures and practices presented in this SBD have been developed to reflect
the requirements of the Law No 62/2018 of 25/08/2018 governing Public Procurement, the
Implementing Regulations No. ……… and the best international procurement practices.

2. This SBD for the Selection of consultants is suitable for use under both International and
Domestic open tender. It is also suitable for the Restricted (International or Domestic)
procurement methods.

3. Before using this SBD, the user should be familiar with the Public Procurement Procedures
Law and Implementing Regulations and should read the User’s manual which has been
prepared to provide guidance to public officials in the conduct of the procurement process.

The Rwanda Public Procurement Authority welcomes any feedback or comments from the
users of this SBD which will assist in improving this document.

The Director General,

Rwanda Public Procurement Authority
.

KN 3 AV, 2 KIGALI/RWANDA
10th FLOOR, GRAND PENSION PLAZA
P. O .Box: 4276,
E-mail: [email protected]
 3

TABLE OF CONTENTS
PREFACE.......................................................................................................................................2
TABLE OF CONTENTS..............................................................................................................3
SECTION I. LETTER OF INVITATION (LOI).......................................................................5
SECTION II. INSTRUCTIONS TO CONSULTANTS............................................................8
DEFINITIONS.............................................................................................................8
1. INTRODUCTION.........................................................................................................9
2. CLARIFICATION AND AMENDMENT OF RFP DOCUMENTS.....................................11
3. PREPARATION OF PROPOSAL..................................................................................12
4. SUBMISSION, RECEIPT, AND OPENING OF PROPOSALS...........................................15
5. PROPOSALS EVALUATION.......................................................................................15
6 NEGOTIATIONS.......................................................................................................17
7. AWARD OF CONTRACT...........................................................................................17
8. CONFIDENTIALITY..................................................................................................17
SECTION III. INSTRUCTIONS TO CONSULTANTS, DATA SHEET..............................18
SECTION IV. TECHNICAL PROPOSAL - STANDARD FORMS......................................23
SECTION V. FINANCIAL PROPOSAL - STANDARD FORMS........................................33
SECTION VI. TERMS OF REFERENCE................................................................................40
SECTION VII. STANDARD FORMS OF CONTRACT.......................................................41
ANNEX I.......................................................................................................................................41
CONSULTANTS’ SERVICES, COMPLEX TIME-BASED ASSIGNMENTS....................42
I. FORM OF CONTRACT..........................................................................................................44
II. GENERAL CONDITIONS OF CONTRACT..........................................................................47
1. GENERAL PROVISIONS............................................................................................47
2. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT
49
3. OBLIGATIONS OF THE CONSULTANTS....................................................................54
4. CONSULTANTS’ PERSONNEL AND SUBCONSULTANTS............................................57
5. OBLIGATIONS OF THE PROCURING ENTITY............................................................59
6. PAYMENTS TO THE CONSULTANTS.........................................................................61
7. FAIRNESS AND GOOD FAITH..................................................................................63
8. SETTLEMENT OF DISPUTES.....................................................................................63
III. SPECIAL CONDITIONS OF CONTRACT...........................................................................64
MODEL FORM I...................................................................................................................80
MODEL FORM II.................................................................................................................81
IV. APPENDICES.........................................................................................................................82
APPENDIX A—DESCRIPTION OF THE SERVICES.................................................................82
APPENDIX B—REPORTING REQUIREMENTS.......................................................................82
APPENDIX C—KEY PERSONNEL AND SUBCONSULTANTS..................................................82
APPENDIX D—MEDICAL CERTIFICATE..............................................................................83
APPENDIX E—HOURS OF WORK FOR KEY PERSONNEL....................................................83
APPENDIX F—DUTIES OF THE PROCURING ENTITY...........................................................83
APPENDIX G—COST ESTIMATES IN FOREIGN CURRENCY.................................................84
APPENDIX H—COST ESTIMATES IN LOCAL CURRENCY....................................................84
 4

ANNEX II.....................................................................................................................................86
CONSULTANTS’ SERVICES , LUMP-SUM REMUNERATION.......................................87
II. FORM OF CONTRACT....................................................................................................88
II. GENERAL CONDITIONS OF CONTRACT...................................................................92
1. GENERAL PROVISIONS............................................................................................92
2. COMMENCEMENT, COMPLETION, MODIFICATION, AND TERMINATION OF
CONTRACT..........................................................................................................................93
3. OBLIGATIONS OF THE CONSULTANTS....................................................................96
4. CONSULTANTS’ PERSONNEL...................................................................................98
5. OBLIGATIONS OF THE PROCURING ENTITY............................................................99
6. PAYMENTS TO THE CONSULTANTS.........................................................................99
7. SETTLEMENT OF DISPUTES...................................................................................100
III. SPECIAL CONDITIONS OF CONTRACT........................................................................101
IV. APPENDICES.......................................................................................................................106
APPENDIX A—DESCRIPTION OF THE SERVICES...............................................................106
APPENDIX B—REPORTING REQUIREMENTS.....................................................................106
APPENDIX C—KEY PERSONNEL AND SUBCONSULTANTS................................................106
APPENDIX D—BREAKDOWN OF CONTRACT PRICE IN FOREIGN CURRENCY...................107
APPENDIX E—BREAKDOWN OF CONTRACT PRICE IN LOCAL CURRENCY......................107
Appendix F—Services and Facilities Provided by the Procuring Entity.........................107
 5

Section I. Letter of Invitation (LOI)

Location: ___________
Date: ______________

Dear [insert: Name of Consultant________________________],

1. The [insert: Name of the Procuring Entity________________] within the framework of the
[insert name of the assignment____________] has decided to recourse to consultancy services
funded by [Insert the source of the funds_______________].

2. The [insert: Name of the Procuring Entity_________________] hereby invites the hereinafter
short listed consultants to provide the following consulting services: [insert: short description
of objectives and scope of the assignment________________]. More details on the services
are provided in the attached Terms of Reference.

3. The present Request For Proposals has been addressed to the following short listed
consultants:

[Insert: List of Shortlisted Consultants]

Name, address, legal status of every short listed consultant

4. Among the short listed Consultants a Consultant will be selected under and in compliance
with the following selection method [insert: the chosen Selection Method__________]1 and
procedures described hereinafter in the present Request For Proposals.

5. The present Request For Proposals includes the following documents:

Section I - Letter of Invitation

Section II - Instructions to Consultants

Section III- Instructions to Consultants, Data Sheet

Section IV - Technical Proposal - Standard Forms

Section V - Financial Proposal - Standard Forms

Section VI - Terms of Reference

Section VII - Standard Forms of Contract.

1
Indicate the appropriate method to be used: Quality- and Cost-Based Selection (QCBS) ; Quality-Based Selection (QBS) ;
Fixed-Budget Selection ; Least-Cost Selection ; Selection Based on Qualifications ; or Single-Source Selection.
 6

6. Please inform us in writing at the following address [Insert the full address], upon receipt:

(a) that you received the present letter of invitation; and

(b) whether you will submit a proposal alone or in association [If association is allowed in the
Data sheet].

Yours sincerely,

[Insert: Signature and stamp, name, and title of the Procuring Entity’s
representative_______________________________]
 7

Section II. Instructions to Consultants2

2
These Instructions to Consultants section shall not be modified. Any necessary changes, to address specific
project/assignment issues, shall be introduced only through the Data Sheet (e.g., by adding new clauses). Likewise,
modifications to the standard Form of Contract should be made only by including clauses outlining the special conditions and
not by introducing changes in the wording of the general conditions.
 8

DEFINITIONS

(i) “Client/Procuring Entity” means the agency with which the selected Consultant signs the
Contract for the Services.
(ii) “Consultant” means any entity or person that may provide or provides the Services to the Client
under the Contract.
(iii) “Contract” means the agreement between the Procuring Entity and the successful bidder.
(iv) “Data Sheet” means such part of the Instructions to Consultants used to reflect specific country
and assignment conditions.
(v) “Day” means calendar day.
(vi) “Government” means the Government of the Republic of Rwanda.
(vii) “Instructions to Consultants” (Section II of the RFP) means the document which provides
shortlisted Consultants with all information needed to prepare their Proposals.
(viii) “LOI” (Section I of the RFP) means the Letter of Invitation being sent by the Client to the
shortlisted Consultants.
(ix) “Personnel” means professionals and support staff provided by the Consultant or by any Sub-
Consultant and assigned to perform the Services or any part thereof; “Foreign Personnel”
means such professionals and support staff who at the time of being so provided had their
domicile outside the Government’s country; “Local Personnel” means such professionals and
support staff who at the time of being so provided had their domicile inside the Government’s
country.
(x) “Proposal” means the Technical Proposal and the Financial Proposal.
(xi) “RFP” means the Request For Proposal to be prepared by the Client for the selection of
Consultants, based on the Standard Request for Proposals.
(xii) “SRFP” means the Standard Request for Proposals, which must be used by the Client as a guide
for the preparation of the RFP.
(xiii) “Services” means the work to be performed by the Consultant pursuant to the Contract.
(xiv) “Sub-Consultant” means any person or entity with whom the Consultant subcontracts any part
of the Services.
(xv) “Terms of Reference” (TOR) means the document included in the RFP as Section V which
explains the objectives, scope of work, activities, tasks to be performed, respective
responsibilities of the Client and the Consultant, and expected results and deliverables of the
assignment.
(xvi) Introduction

1. The Procuring Entity named in the Data Sheet will select a Consultant among those listed in
the Letter of Invitation, in accordance with the method of selection specified in the Data Sheet.
 9

2. The 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 contract negotiations
and ultimately for a signed contract with the selected Consultant.

3. The assignment shall be implemented in accordance with the phasing indicated in the Data
Sheet. When the assignment includes several phases, the performance of the consultant under
each phase must be to the Procuring Entity satisfaction before work begins on the next phase.

4. The consultants must familiarize themselves with local conditions and take them into account
in preparing their proposals. To obtain firsthand information on the assignment and on the
local conditions, consultants are encouraged to visit the Procuring Entity before submitting a
proposal and to attend a pre-proposal conference if one is specified in the Data Sheet.
Attending the pre-proposal conference is optional. The consultants’ representative should
contact the officials named in the Data Sheet to arrange for their visit or to obtain additional
information on the pre-proposal conference. Consultants should ensure that these officials are
advised of the visit in adequate time to allow them to make appropriate arrangements.
5. The Procuring Entity will provide the inputs specified in the Data Sheet, assist if need be the
Consultant in obtaining licenses and permits needed to carry out the services, and make
available relevant assignment data and reports.

6. Please note that (i) the costs incurred by the Consultant for preparing the proposal and for
negotiating the contract, including a visit to the Procuring Entity, are not reimbursable as a
direct cost of the assignment; and that (ii) the Procuring Entity is not under any circumstances
bound to accept any of the proposals submitted.

7. The Consultant is required to provide professional, objective, and impartial advice and at all
times hold the Procuring Entity interests paramount, without any consideration for future
work, and strictly avoid conflicts with other assignments or their own corporate interests.
Consultants shall not be hired for any assignment that would be in conflict with their prior or
current obligations to the Procuring Entity, or that may place them in a position of not being
able to carry out the assignment in the best interest of the Procuring Entity.
1. Without limitation on the generality of this rule, consultants shall not be hired under
the circumstances set forth below:

(a) A Consultant which has been engaged by the Procuring Entity to provide goods or works for a
project/assignment, and any of their affiliates, shall be disqualified from providing consulting
services for the same project/assignment. Conversely, a Consultant hired to provide consulting
services for the preparation or implementation of a project/assignment, and any of their
affiliates, shall be disqualified from subsequently providing goods or works or services related
to the initial assignment (other than a continuation of the consultant’s earlier consulting
services) for the same project.

(b) Consultants or any of their affiliates shall not be hired for any assignment which, by its nature,
 10

may be in conflict with another assignment of the consultants.

2. As pointed out in para. 1.7.1 (a) above, consultants may be hired for downstream work,
when continuity is essential, in which case this possibility shall be indicated in the Data
Sheet and the factors used for the selection of the consultant should take the likelihood
of continuation into account. It will be the exclusive decision of the Procuring Entity
whether or not to have the downstream assignment carried out, and if it is carried out,
which consultant will be hired for the purpose.

3. Any previous or ongoing participation in relation to the assignment by the Consultant,

its professional staff, or its affiliates or associates under a contract with the Procuring
Entity may result in rejection of the proposal. Consultants should clarify their
situation in that respect with the Procuring Entity before preparing the proposal.

8. The Rwanda public procurement regulations require that all procuring entities, as well as
Consultants participating public procurement adhere to the highest ethical standards, both
during the selection process and throughout the execution of a contract. In pursuance of this
policy, the Rwanda public procurement regulations:

(i) corrupt practices: offering, giving, receiving or soliciting, directly or indirectly, of anything
of value to influence improperly the actions of a civil servant or government entity;

(ii) Fraudulent practices: any legal violation, including acts of deliberate misrepresentation,
intentional recklessness, misleading or attempting to mislead a civil servant to obtain financial or
other benefit;

(iii) “Collusive practices”: an arrangement between two or more parties designed to achieve an
illegal purpose, including influencing improperly the acts of another party or the civil servant;

(iv) “coercive practices” means any act intending to harm or threaten to harm directly or indirectly
persons, their works or their property to influence their participation in the procurement process
or affect its performance

(v) “Obstructive practices”: destroying, falsifying, altering or concealing of material evidence to

the investigation or making false statements to investigators deliberately in order to materially
impede investigation into allegations of a corrupt, coercive or collusive practice; and threatening,
harassing or intimidating any party to prevent it from disclosing its information about matters
relevant to the investigation or from pursuing the investigation;

(b) require rejection of a proposal for award if it is determined that the Consultant recommended for
award has engaged in corrupt or fraudulent activities in competing for the contract in question;
(c) require if necessary termination of the contract if it is at any time determined that corrupt or
fraudulent practices were engaged in directly or indirectly by (i) any representatives of the
Procuring Entity or any other person having influence or power over the Procuring Entity and/or
(ii) any representatives of the Consultant during the selection process or the execution of that
 11

contract ;
(d) require ineligibility of a consultant, either indefinitely or for a stated period of time, to be awarded a
contract with the Procuring Entity if it is at any time determined that the Consultant has engaged in
corrupt or fraudulent practices in competing for, or in executing, a contract,

(e) gives the right to require that, in contracts executed in Rwanda and funded by any funding
Institution, a provision be included requiring consultants to permit the client to inspect their
accounts and records relating to the performance of the contract and to have them audited by
auditors appointed by the client.

Single Proposal
1. Short-listed Consultants may only submit one proposal. If a Consultant submits or participates
in more than one proposal, such proposals shall be disqualified. However, this does not limit
the participation of the same Sub-Consultant, including individual experts, to more than one
proposal.

Proposal Validity
2. The Data Sheet indicates how long Consultants’ Proposals must remain valid after the
submission date. During this period, Consultants shall maintain the availability of Professional
staff nominated in the Proposal. The Client will make its best effort to complete negotiations
within this period. Should the need arise, however, the Client may request Consultants to
extend the validity period of their proposals. Consultants who agree to such extension shall
certify that they maintain the availability of the Professional staff nominated in the Proposal,
or in their confirmation of extension of validity of the Proposal, Consultants could submit new
staff in replacement, who would be considered in the final evaluation for contract award.
Consultants who do not agree have the right to refuse to extend the validity of their Proposals.

3. Consultants shall be aware of the provisions on fraud and corruption stated in the Standard
Contract under the clauses indicated in the Data Sheet.

(vi) Clarification and Amendment of RFP Documents

1. Consultants may request a clarification related to any of the present Request For Proposals
documents up to the number of days indicated in the Data Sheet before the proposal
submission date. Any request for clarification must be sent in writing by paper, mail, cable,
telex, facsimile, or electronic mail to the Procuring Entity address indicated in the Data Sheet.
The Procuring Entity will respond by cable, telex, facsimile, or electronic mail to such requests
and will send written copies of the response (including an explanation of the query but without
identifying the source of inquiry) to all invited consultants who intend to submit proposals.

1.1 At any time before the submission of proposals, the Procuring Entity may, for any reason, whether at
its own initiative or in response to a clarification requested by an invited Consultant, amend the
Request For Proposals. Any amendment shall be issued in writing through addenda. Addenda shall
be sent by mail, cable, telex, facsimile, or electronic mail to all invited consultants and will be binding
on them. The Procuring Entity may at its discretion extend the deadline for the submission of
 12

proposals.
2. Preparation of Proposal

2.1 Consultants are requested to submit a proposal (para. 1.2) written in the language(s) specified in the
Data Sheet.
Technical Proposal
2.2 In preparing the Technical Proposal, consultants are expected to examine the documents constituting
this Request For Proposals in detail. Material deficiencies in providing the information requested may
result in rejection of a proposal.

2.3 While preparing the Technical Proposal, consultants must give particular attention to the following:

(i) If a Consultant considers that it does not have all the expertise for the assignment, it may obtain a
full range of expertise by associating with individual consultant(s) and/or consultants or entities in a
joint venture or sub consultancy, as appropriate. Consultants may associate with the other
consultants invited for this assignment only with the prior approval of the Procuring Entity as
indicated in the Data Sheet. Consultants must obtain the prior approval of the Procuring Entity to
enter into a joint venture with consultants not invited for this assignment. The consultants are
encouraged to seek the participation of local consultants by entering into a joint venture with, or
subcontracting part of the assignment to, national consultants.

(ii) For assignments on a staff-time basis, the estimated number of professional staff-months is given in
the Data Sheet. The proposal shall, however, be based on the number of professional staff-months
estimated by the Consultant. For fixed-budget-based assignments, the available budget is given in
the Data Sheet, and the Financial Proposal shall not exceed this budget.

(iii) It is desirable that the majority of the key professional staff proposed be permanent employees of the
consultant or have an extended and stable working relationship with it.

(iv) Proposed professional staff must, at a minimum, have the experience indicated in the Data Sheet,
preferably working under conditions similar to those prevailing in the Republic of Rwanda.

(v) Alternative professional staff shall not be proposed, and only one curriculum vitae (CV) may be
submitted for each position.

(vi) Reports to be issued by the consultants as part of this assignment must be in the language(s) specified in
the Data Sheet. It is desirable that the Consultant personnel have a working knowledge of at least one
of the Procuring Entity national languages.

2.4 The Technical Proposal shall provide the following information using the attached Standard Forms
(Section IV):
(i) A brief description of the consultant’s organization and an outline of recent experience on
assignments (Section 4B) of a similar nature. For each assignment, the outline should indicate,
inter alia, the profiles of the staff proposed, duration of the assignment, contract amount, and
consultant’s involvement.
 13

(ii) Any comments or suggestions on the Terms of Reference and on the data, a list of services, and
facilities to be provided by the Procuring Entity (Section 4C).

(iii) A description of the methodology and work plan for performing the assignment (Section 4D).

(iv) The list of the proposed staff team by specialty, the tasks that would be assigned to each staff team
member, and their timing (Section 4E).

(v) CVs recently signed by the proposed professional staff and the authorized representative submitting
the proposal (Section 4F). Key information should include number of years working for the
consultant/entity and degree of responsibility held in various assignments during the last ten (10)
years.

(vi) Estimates of the total staff input (professional and support staff; staff time) needed to carry out the
assignment, supported by bar chart diagrams showing the time proposed for each professional staff
team member (Sections 3E and 3G).

(vii) A detailed description of the proposed methodology, staffing, and monitoring of training, if the
Data Sheet specifies training as a major component of the assignment.

(viii) Any additional information requested in the Data Sheet.

2.5 The Technical Proposal shall not include any financial information

Financial Proposal

2.6 In preparing the Financial Proposal, consultants are expected to take into account the requirements and
conditions outlined in the Request For Proposals documents. The Financial Proposal should follow
Standard Forms (Section IV). It lists all costs associated with the assignment, including (a)
remuneration for staff (foreign and local, in the field and at headquarters), and (b) reimbursable
expenses such as subsistence (per diem, housing), transportation (international and local, for
mobilization and demobilization), services and equipment (vehicles, office equipment, furniture, and
supplies), office rent, insurance, printing of documents, surveys, and training, if it is a major
component of the assignment. If appropriate, these costs should be broken down by activity and, if
appropriate, into foreign and local expenditures.

2.7 The Consultant may be subject to local taxes (such as: value added or sales tax, social charges or
income taxes on non resident Foreign Personnel, duties, fees, levies) on amounts payable by the
Procuring Entity under the Contract. The Procuring Entity will state in the Data Sheet if the
Consultant is subject to payment of any local taxes. The consultant shall clearly indicate all tax
inclusive and tax exclusive prices.

2.8 Consultants may express the price of their services in the official currency of the Republic of Rwanda
and/or in any freely convertible currency. The consultants may not use more than three foreign
currencies. The Procuring Entity may require consultants to state the portion of their price
 14

representing local costs in the national currency if so indicated in the Data Sheet.

2.9 The Data Sheet indicates how long the proposals must remain valid after the submission date. During
this period, the consultant is expected to keep available the professional staff proposed for the
assignment. The Procuring Entity will make its best effort to complete negotiations within this
period. If the Procuring Entity wishes to extend the validity period of the proposals, the consultants
who do not agree have the right not to extend the validity of their proposals.
3. Submission, Receipt, and Opening of Proposals

3.1 The original proposal (Technical Proposal and, if required, Financial Proposal; see para. 1.2) shall be
prepared in indelible ink. It shall contain no interlineation or overwriting, except as necessary to
correct errors made by the Consultant itself. Any such corrections must be initialled by the persons or
person who sign(s) the proposals.

3.2 An authorized representative of the consultant initials all pages of the proposal. The representative’s
authorization is confirmed by a written power of attorney accompanying the proposal.

3.3 For each proposal, the consultants shall prepare the number of copies indicated in the Data Sheet. Each
Technical Proposal and Financial Proposal shall be marked “ORIGINAL” or “COPY” as appropriate. If
there are any discrepancies between the original and the copies of the proposal, the original governs.

3.4 The original and all copies of the Technical Proposal shall be placed in a sealed envelope clearly
marked “Technical Proposal,” and the original and all copies of the Financial Proposal in a sealed
envelope clearly marked “FINANCIAL PROPOSAL” and warning: “DO NOT OPEN WITH THE
TECHNICAL PROPOSAL.” Both envelopes shall be placed into an outer envelope and sealed. This
outer envelope shall bear the submission address and other information indicated in the Data Sheet and
be clearly marked, “DO NOT OPEN, EXCEPT IN PRESENCE OF THE OPENING/ EVALUATION
COMMITTEE.”
3.5 The completed Technical and Financial Proposals must be delivered at the submission address on or
before the time and date stated in the Data Sheet. Any proposal received after the closing time for
submission of proposals shall be returned unopened.

3.6 After the deadline for submission of proposals, the Technical Proposal shall be opened immediately by
the evaluation committee. The Financial Proposal shall remain sealed and deposited with a respectable
public auditor or independent authority until all submitted proposals are opened publicly.
4. Proposals Evaluation

General
5.1 From the time the bids are opened to the time the contract is awarded, if any consultant wishes to
contact the Procuring Entity on any matter related to its proposal, it should do so in writing at the
address indicated in the Data Sheet. Any effort by the Consultant to influence the Procuring Entity in
the Procuring Entity proposal evaluation, proposal comparison or contract award decisions may result
in the rejection of the consultant’s proposal.

5.2 Evaluators of Technical Proposals shall have no access to the Financial Proposals until the technical
 15

evaluation, including any International Development funding agency reviews and issuance of a "no
objection" letter, is concluded. In respect of the law on public procurement, the Procuring Entity shall
notify all bidders, successful and unsuccessful, of the provisional outcome of the technical evaluation
before financial proposals opening.
Evaluation of Technical Proposals

5.3 The evaluation committee, appointed by the Procuring Entity as a whole, and each of its members
individually, evaluates the proposals on the basis of their responsiveness to the Terms of Reference,
applying the evaluation criteria, sub criteria (typically not more than three per criteria), and point
system specified in the Data Sheet. Each responsive proposal will be given a technical score (St). A
proposal shall be rejected at this stage if it does not respond to important aspects of the Terms of
Reference or if it fails to achieve the minimum technical score indicated in the Data Sheet.

5.4 In the case of Quality-Based Selection, Selection Based on Consultant’s Qualifications, and Single-
Source Selection, the highest ranked consultant or consultant selected on a single-source basis is
invited to negotiate its proposal and the contract on the basis of the Technical Proposal and the
Financial Proposal submitted in accordance with the instructions given in para. 1.2 and the Data Sheet.

Public Opening and Evaluation of Financial Proposals: Ranking (QCBS, Fixed-Budget, and Least-
Cost Selection Methods Only)
5.5 After the evaluation of technical quality is completed, the Procuring Entity shall notify those
consultants whose proposals did not meet the minimum qualifying mark or were considered non
responsive to the RFP and Terms of Reference, indicating that their Financial Proposals will be
returned unopened after completing the selection process. The Procuring Entity shall simultaneously
notify the consultants that have secured the minimum qualifying mark, indicating the date and time set
for opening the Financial Proposals. The opening date shall not be sooner than two weeks after the
notification date. The notification may be done by hand with acknowledgement of receipt or sent by
registered letter, cable, telex or facsimile.
5.6 The Financial Proposals shall be opened publicly in the presence of the consultants’ representatives
who choose to attend. The name of the consultant, the quality scores, and the proposed prices shall be
read aloud and recorded when the Financial Proposals are opened. The Procuring Entity shall prepare
minutes of the public opening.
5.7 The evaluation committee will determine whether the Financial Proposals are complete (i.e., whether
they have quoted for all items of the corresponding Technical Proposals; if not, the Procuring Entity
will cost them and add their cost to the initial price), correct any computational errors, and convert
prices in various currencies to the single currency specified in the Data Sheet. The official selling rates
used, provided by the source indicated in the Data Sheet, will be those in effect on the date indicated in
the Data Sheet.
5.8 In case of QCBS, the lowest Financial Proposal (Fm) will be given a financial score (Sf) of 100 points.
The financial scores (Sf) of the other Financial Proposals will be computed as indicated in the Data
Sheet. Proposals will be 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) indicated in the Data Sheet: S  St  T %  Sf  P % . The Consultant
 16

achieving the highest combined technical and financial score will be invited for negotiations.
5.9 In the case of Fixed-Budget Selection, the Procuring Entity will select the Consultant that submitted
the highest ranked Technical Proposal within the budget (“evaluated” price). Proposals that exceed the
indicated budget will be rejected. In the case of the Least-Cost Selection, the Procuring Entity will
select the lowest proposal (“evaluated” price) among those that passed the minimum technical score. In
both cases the selected Consultant is invited for negotiations.
6 Negotiations

6.1 Negotiations will be held at the address indicated in the Data Sheet. The aim is to reach agreement on all
points and sign a contract.

6.2 Negotiations will include a discussion of the Technical Proposal, the proposed methodology (work plan),
staffing and any suggestions made by the Consultant to improve the Terms of Reference. The Procuring
Entity and the Consultant will then work out final Terms of Reference, staffing, and bar charts indicating
activities, staff, periods in the field and in the home office, staff-months, logistics, and reporting. The
agreed work plan and final Terms of Reference will then be incorporated in the “Description of Services”
and form part of the contract. Special attention will be paid to getting the most the Consultant can offer
within the available budget and to clearly defining the inputs required from the Procuring Entity to ensure
satisfactory implementation of the assignment.

6.3 The financial negotiations will include a clarification (if any) of the Consultant’s tax liability in the
Procuring Entity country, and the manner in which it will be reflected in the contract; and will reflect the
agreed technical modifications in the cost of the services. Unless there are exceptional reasons specified
by written, the financial negotiations will involve neither the remuneration rates for staff (no breakdown
of fees) nor other proposed unit rates in the cases of QCBS, Fixed-Budget Selection, and the Least-Cost
Selection methods. For other methods, the consultant will provide consultants with the information on
remuneration rates described in the Appendix to this information.

6.4 Having selected the Consultant on the basis of, among other things, an evaluation of proposed key
professional staff, the Procuring Entity expects to negotiate a contract on the basis of the experts named in
the proposal. Before contract negotiations, the Procuring Entity will require assurances that the experts
will be actually available. The Procuring Entity will not consider substitutions during contract
negotiations unless both parties agree that undue delay in the selection process makes such substitution
unavoidable or that such changes are critical to meet the objectives of the assignment. If this is not the
case and if it is established that key staff were offered in the proposal without confirming their
availability, the Consultant may be disqualified.

6.5 The negotiations will conclude with a review of the draft form of the contract. To complete negotiations
the Procuring Entity and the Consultant will initial the agreed contract. If negotiations fail, the Procuring
Entity will invite the Consultant whose proposal received the second highest score to negotiate a Contract.
 17

7. Award of Contract

7.1 The contract will be awarded following negotiations. After negotiations are completed, the Procuring
Entity will promptly notify other consultants who have responded to the Request for Proposals that they
were unsuccessful and return the unopened Financial Proposals of those consultants who did not pass the
technical evaluation (para. 5.3).

7.2 The winning Consultant is expected to commence the assignment on the date and at the location specified
in the Data Sheet.
8. Confidentiality

Information relating to evaluation of proposals and recommendations concerning awards shall not be
disclosed to the consultants who submitted the proposals or to other persons not officially concerned with the
process, until the winning Consultant has been notified that it has been awarded the contract.

Section III. Instructions to Consultants, Data Sheet

 18

Clause Reference
1.1 The name of the Procuring Entity is: [insert complete name]

The method of selection is:

The Source of Funds is :_______________________________

1.2 Technical and Financial Proposals are requested: Yes ___ No ___
A Technical Proposal only is requested: Yes ___ No ___

The name, objectives, and brief description of the assignment are:

1.3 The assignment is phased: Yes _______ No_______ [If yes, indicate the phasing]

1.4 A pre-proposal conference will be held: Yes ___ No ___ [If yes, indicate date, time, and
venue]

The name(s), address(es), and telephone numbers of the Procuring Entity official(s) are:

1.5 The Procuring Entity will provide the following inputs:

1.7.2 The Procuring Entity envisages the need for continuity for downstream work: Yes ___
No ___ [If yes, outline in the Terms of Reference the scope, nature, and timing of future
work and indicate here the manner in which this information will be factored in the
evaluation]
2.1 Clarifications may be requested __________ [Insert number of days _______] days
before the submission date.

The address for requesting clarifications is:

Telex:________________________ Facsimile:
E-mail :_____________________________________
3.1 Proposals should be submitted in ENGLISH or FRENCH

3.3 (i) Shortlisted Consultant may associate with other shortlisted Consultant or
Consultants:
Yes ___ No ___
If yes with how many shortlisted consultants :_________

(ii) The estimated number of professional staff-months required for the assignment is:
 19

or:

In the case of Fixed-Budget Selection, the Financial Proposal shall not exceed the
available budget of: _____________.
(iv) The minimum required experience of proposed professional staff is:
[Insert title, number of years of professional experience, specific expertise]

(vi) Reports that are part of the assignment must be written in ENGLISH and/or
FRENCH

3.4 (vii) Training is a specific component of this assignment: Yes ___No ___
[If yes, provide appropriate information________]

(viii) Additional information in the Technical Proposal includes:

3.7 Taxes: [Specify Consultant’s liability: nature, sources of information]:

3.8 Consultants to state local cost in the national currency: Yes_____ No___

3.10 Proposals must remain valid _______________days [Not exceeding 120 days] after the
submission date, i.e., until:[Specify the date ]

4.3 Consultants must submit an original and _______[Insert number] additional copies of
each proposal:

4.4 The proposal submission address is:

Information on the outer envelope should also include the following mentions: ___

4.5 Proposals must be submitted no later than the following date and local time:

5.1 The address to send information to the Procuring Entity is:

5.3 The number of points to be given under each of the evaluation criteria are:

Points

(i) Specific experience of the consultants related to the assignment [0 - 10]

[Insert subcriteria]
 20

[Insert subcriteria]
[Insert subcriteria]

(ii) Adequacy of the proposed work plan and methodology

in responding to the Terms of Reference [20 - 50]
[Insert subcriteria]
[Insert subcriteria]
[Insert subcriteria]

(iii) Qualifications and competence of the key staff for the Assignment [30 - 60]
[Insert subcriteria]
[Insert subcriteria]
[Insert subcriteria]

(iv) Suitability of the transfer of knowledge program (training) [0 - 10]

[Insert subcriteria]
[Insert subcriteria]
[Insert subcriteria]

(v) Local participation (as reflected by nationals among key staff [0 - 10]
presented by foreign and local consultants; maximum not to
exceed 10 points)
[Insert subcriteria]
[Insert subcriteria]
[Insert subcriteria]
Total Points: 100

The number of points to be given under each evaluation subcriteria for qualifications of
staff are:
Points

(i) General qualifications [20 - 30]

(ii) Adequacy for the assignment [50 - 60]
(iii) Experience in region & language [10 - 20]

Total Points: 100

The minimum technical score required to pass [Insert number of points]:

5.7 The single currency for price conversions is:

The source of official selling rates is:

The date of exchange rates is:

The formula for determining the financial scores is the following:

[Either 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, or another proportional linear formula]
 21

5.8 The weights given to the technical and Financial Proposals are:
T=_________ [Normally between 0.7 and 0.9], and
P=_________ [Normally between 0.1 and 0.3]

6.1 The address for negotiations is:

7.2 The assignment is expected to commence on [Insert date] at [Insert location]:

Appendix:3 Financial Negotiations; Breakdown of Staff Rates

BIDDING FORMS

3
Delete Appendix in the case of Quality- and Cost-Based Selection (QCBS), Fixed-Budget Selection, or Least-Cost Selection.
 22

Section IV. Technical Proposal - Standard Forms

4A. Technical Proposal submission form

4B. Consultant’s references

4C. Comments and suggestions of consultants on the Terms of Reference and on data,
services, and facilities to be provided by the Procuring Entity

4D. Description of the methodology and work plan for performing the assignment

4E. Team composition and task assignments

4F. Format of curriculum vitae (CV) for proposed professional staff

4G. Time schedule for professional personnel

4H. Activity (work) schedule

 23

4A. TECHNICAL PROPOSAL SUBMISSION FORM

[Location, Date]

To: [Name and address of the Procuring Entity]

Ladies/Gentlemen:

We, the undersigned, offer to provide the consulting services for [Title of consulting
services] in accordance with your Request for Proposal dated [Date] and our Proposal. We are
hereby submitting our Proposal, which includes this Technical Proposal, and a Financial4 Proposal
sealed under a separate envelope.

If negotiations are held during the period of validity of the Proposal, i.e., before [Date] we
undertake to negotiate on the basis of the proposed staff. Our Proposal is binding upon us and
subject to the modifications resulting from Contract negotiations.

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

We remain,

Yours sincerely,

Authorized Signature and stamp:

Name and Title of Signatory:
Name and legal status of the Consultant:
Address:

4
In Quality-Based Selection, the proposal may include only a Technical Proposal. If this is the case, delete: “and a Financial
Proposal sealed under a separate envelope.”
 24

4B. CONSULTANT’S REFERENCES

Relevant Services Carried Out in the Last Five Years

That Best Illustrate Qualifications

Using the format below, provide information on each assignment for which your
consultant/entity, either individually as a corporate entity or as one of the major companies within
an association, was legally contracted.

Assignment Name: Country:

Location within Country: Professional Staff Provided by Your

Consultant/Entity(profiles):

Name of the Procuring Entity: No of Staff:

Address: No of Staff-Months; Duration of

Assignment:

Start Date (Month/Year): Completion Date (Month/Year): Approx. Value of Services (in Current
RWF, US$, EURO, ect.):

Name of Associated Consultants, If Any: No of Months of Professional Staff

Provided by Associated Consultants:

Name of Senior Staff (Project Director/Coordinator, Team Leader) Involved and Functions Performed:

Narrative Description of Project:

Description of Actual Services Provided by Your Staff:

Consultant’s Name and legal status:

 25

4C. COMMENTS AND SUGGESTIONS OF CONSULTANTS ON THE TERMS OF

REFERENCE AND ON DATA, SERVICES, AND FACILITIES TO BE PROVIDED BY THE
PROCURING ENTITY

On the Terms of Reference:

1.

2.

3.

4.

5.

On the data, services, and facilities to be provided by the Procuring Entity:

1.

2.

3.

4.

5.
 26

4D. DESCRIPTION OF THE METHODOLOGY AND WORK PLAN FOR PERFORMING

THE ASSIGNMENT
 27

4E. TEAM COMPOSITION AND TASK ASSIGNMENTS

1. Technical/Managerial Staff
Name Position Task

2. Support Staff
Name Position Task
 28

4F. FORMAT OF CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL

STAFF

Proposed Position:

Name of Consultant:

Name of Staff:

Profession:

Date of Birth:

Years with Consultant/Entity: Nationality:

Membership in Professional Societies:

Detailed Tasks Assigned:

Key Qualifications:

[Give an outline of staff member’s experience and training most pertinent to tasks on assignment. Describe
degree of responsibility held by staff member on relevant previous assignments and give dates and locations.
Use about half a page.]

Education:

[Summarize college/university and other specialized education of staff member, giving names of schools, dates
attended, and degrees obtained. Use about one quarter of a page]
 29

Employment Record:

[Starting with present position, list in reverse order every employment held. List all positions held by staff
member since graduation, giving dates, names of employing organizations, titles of positions held, and locations
of assignments. For experience in last ten years, also give types of activities performed and Procuring Entity
references, where appropriate. Use about two pages.]

Languages:

[For each language indicate proficiency: excellent, good, fair, or poor in speaking, reading, and writing.]

Certification:

I, the undersigned, certify that to the best of my knowledge and belief, these data correctly
describe me, my qualifications, and my experience.

Date:
[Signature of staff member and authorized representative of the consultant] Day/Month/Year

Full name of staff member:______________________________________

Full name of authorized representative: ___________________________
 30

4G. TIME SCHEDULE FOR PROFESSIONAL PERSONNEL

Months (in the Form of a Bar Chart)

Name Position Reports Due/Activities 1 2 3 4 5 6 7 8 9 10 11 12 Number of Months

Subtotal (1)

Subtotal (2)

Subtotal (3)

Subtotal (4)

Full-time: Part-time:
Reports Due:
Activities Duration:
Signature:
(Authorized representative)

Full Name:

Title:

Address:
 31

4H. ACTIVITY (WORK) SCHEDULE

A. Field Investigation and Study Items

[1st, 2nd, etc. are months from the start of assignment.]

1st 2nd 3rd 4th 5th 6th 7th 8th 9th 10th 11th 12th
Activity (Work)
_______________

_______________

_______________

_______________

B. Completion and Submission of Reports

Reports Date

1. Inception Report

2. Interim Progress Report

(a) First Status Report
(b) Second Status Report

3. Draft Report

4. Final Report
 32

Section V. Financial Proposal - Standard Forms

5A. Financial Proposal submission form

5B. Summary of costs

5C. Breakdown of price per activity

5D. Breakdown of remuneration per activity

5E. Reimbursables per activity

5F. Miscellaneous expenses

 33

5A. FINANCIAL PROPOSAL SUBMISSION FORM

[Location, Date]

To: [Name and address of the Procuring Entity]

Ladies/Gentlemen:

We, the undersigned, offer to provide the consulting services for [Title of consulting
services] in accordance with your Request for Proposal dated [Date] and our Proposal
(Technical and Financial Proposals). Our attached Financial Proposal is for the sum of
[Amount in words and figures]. This amount is inclusive/exclusive [choose one option
according to the source of funds] of the local taxes, which we have estimated at [Amount(s) in
words and figures].

Our Financial Proposal shall be binding upon us subject to the modifications resulting
from Contract negotiations, up to expiration of the validity period of the Proposal, i.e., [Date].

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

We remain,

Yours sincerely,

Authorized Signature and stamp:

Name and Title of Signatory:
Name and legal status of Consultant:
Address:
 34

5B. SUMMARY OF COSTS

Costs Currency(ies)5 Amount(s)

Subtotal

Local Taxes

Total Amount of Financial Proposal ______________________

5
Maximum of three currencies plus the local currency.
 35

5C. BREAKDOWN OF PRICE PER ACTIVITY

Activity No.:____________________ Activity No.:_____________________ Description:_____________________

Price Component Currency(ies) Amount(s)

Remuneration

Reimbursables

Miscellaneous Expenses

Subtotal ____________________________
 37

5D. BREAKDOWN OF REMUNERATION PER ACTIVITY

Activity No._____________________________________ Name:______________________________

Remuneration
Names Position Input6 Currency(ies) Rate Amount

Regular staff

Local staff

Consultants

Grand Total ___________________

6
Staff months, days, or hours as appropriate
 38

5E. REIMBURSABLES PER ACTIVITY

Activity No:_________________________________ Name:_____________________

No. Description Unit Quantity Unit Price In Total Amount In

1. International flights Trip
_____________________________

2. Miscellaneous travel expenses Trip

3. Subsistence allowance Day

4. Local transportation costs7

5. Office rent/accommodation/
clerical assistance

Grand Total ________________

7
Local transportation costs are not included if local transportation is being made available by the Procuring Entity. Similarly, in the project/assignment site, office
rent/accommodations/clerical assistance costs are not to be included if being made available by the Procuring Entity.
 39

5F. MISCELLANEOUS EXPENSES

Activity No._______________________________ Activity Name:

_______________________

No. Description Unit Quantity Unit Price Total Amount

1. Communication costs between

______________________and
_________________________
(telephone, telegram, telex)

2. Drafting, reproduction of reports

3. Equipment: vehicles, computers, etc.

4. Software
_____________
Grand Total
 40

Section VI. Terms of Reference

Terms of Reference normally contain the following sections:

(a) Background,
(b) Objectives,
(c) Outputs or expected results,
(d) Scope of the Services,
(e) Training (when appropriate),
(f) Reports and Time Schedule, and
(g) Data, Local Services, Personnel, and Facilities to be provided by the Procuring Entit
 41

Section VII. Standard Forms of Contract

 42

ANNEX I

STANDARD FORM OF CONTRACT

FOR

Consultants’ Services, Complex Time-

Based Assignments
 43

REPUBLIC OF RWANDA

Consultancy Contract for…………….

By and between

The Government of Rwanda

Name of the procuring entity: ................................................

And

………...

Contract number: …………………….

Contract amount and currency: …………………………
Contract duration: ………………..
Contract administrator/Manager: ………………….
Date of contract: ……………………..
 44

This CONTRACT hereinafter referred to as the “Contract” is entered into by and between
the Government of Rwanda represented by Mr/Mrs/Ms……………………, the
……………… of the Ministry of ………/name of the Public Institution (Hereinafter referred
to as “the Procuring Entity” and …………….. Ltd/Cie, a ….. incorporated in (Country)
………………… under the Registry number ……………………. Represented by
Mr/Mrs/Ms ……………………….., ID/PC N°………………………………….issued
at…………………………………………, the ……………… of the company Hereinafter
referred to as the “Consultants”

[Note: If the Consultants consist of more than one entity, the above should be partially
amended to read as follows: “…(hereinafter called the “Procuring Entity”) and, on the other
hand, a joint venture consisting of the following entities, each of which will be jointly and
severally liable to the Procuring Entity for all the Consultants’ obligations under this
Contract, namely, [name legal status of consultants] and [name and legal status of consultants]
(hereinafter called the “Consultants”).]1

WHEREAS
(a) the Procuring Entity has requested the Consultants to provide certain
consulting services as defined in the General Conditions of Contract attached
to this Contract (hereinafter called the “Services”);

(b) the Consultants, having represented to the Procuring Entity that they have the
required professional skills, and personnel and technical resources, have
agreed to provide the Services on the terms and conditions set forth in this
Contract;

(c) the Procuring Entity has received funds from the [Insert the name of the funding
Institution], hereinafter called the (“Funding Institution”) towards the cost of the
Services and intends to apply a portion of the proceeds of these funds to payments
under this Contract;

Or (c) the Procuring Entity has received Government funds and intends _______

Or (c) the Procuring Entity has decided to allocate a portion of its own budget to
finance ________

NOW THEREFORE the parties hereto hereby agree as follows:

1. Object of this contract is to pride the client with the consultant services for
the ........................................., as detailed in the terms of reference, special conditions and
documents attached to this contract and constituting integral part of it.

1
Text in brackets is optional; all notes should be deleted in final text.
 45

2. The following documents attached hereto shall be deemed to form an integral part of this
Contract:

(a) The General Conditions of Contract;

(b) The Special Conditions of Contract;
(c) The following Appendices: [Note: If any of these Appendices are not used, the
words “Not Used” should be inserted below next to the title of the Appendix and
on the sheet attached hereto carrying the title of that Appendix.]

Appendix A: Description of the Services Not used

Appendix B: Reporting Requirements Not used
Appendix C: Key Personnel and Subconsultants Not used
Appendix D: Medical Certificate Not used
Appendix E: Hours of Work for Key Personnel Not used
Appendix F: Duties of the Procuring Entity Not used
Appendix G: Cost Estimates in Foreign Currency Not used
Appendix H: Cost Estimates in Local Currency Not used

3. The mutual rights and obligations of the Procuring Entity and the Consultants shall be as
set forth in the Contract, in particular:

(a) the Consultants shall carry out the Services in accordance with the provisions
of the Contract; and
(b) the Procuring Entity shall make payments to the Consultants 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 hereunder written.

For and on behalf of [name of the Procuring Entity]

[Authorized Representative]

For and on behalf of [name and legal status of consultants]

[Authorized Representative]

[Note: If the Consultants consist of more than one entity, all these entities should appear as
signatories, e.g., in the following manner:]

For and on behalf of each of the Members of the Consultants

[name and legal status of member]

 46

[Authorized Representative]

[name and legal status of member]

[Authorized Representative]
 47

II. General Conditions of Contract

1. GENERAL PROVISIONS

1.1 Definitions

1.1.1 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 binding force of law
in the Republic of Rwanda, as they may be issued and in force from time to time. Law on
public procurement means the Law N°62/2018 of 25/08/2018 governing Public Procurement;.

(b) “Contract” means the Contract signed by the Parties, to which these General Conditions of
Contract (GC) are attached, together with all the documents listed in Clause 1 of such signed
Contract;

(c)“corrupt practice” means the offering, giving, receiving, or soliciting, directly or indirectly, of
anything of value to influence a civil servant or Government entity the action of a public official
in the procurement process or in contract execution;

(d) “fraudulent practice” means any act or omission, including a misrepresentation, that knowingly or
recklessly misleads or attempts to mislead a civil servant to obtain a financial or other benefit or
to avoid an obligation or omission of facts in order to influence a procurement process or the
execution of a contract;

(e)“collusive practice” means arrangement between two or more parties designed to achieve an
improper purpose, including influencing another party or the civil servant Bidders, with or
without the knowledge of the Procuring Entity, designed to establish bid prices at artificial, non-
competitive levels;

(f)“coercive practice” means any act intending to harm or threaten to harm directly or indirectly
persons, their works or their property to influence their participation in the procurement process
or affect its performance harming or threatening to harm, directly or indirectly, persons or their
property to influence their participation in the procurement process or affect the execution of a
contract;

(g) “Obstructive practices” means destroying, falsifying, altering or concealing of evidence material to
the investigation or making false statements to investigators deliberately in order to materially
impede investigations into allegations of a corrupt, coercive or collusive practice: and/or
threatening, harassing or intimidating any party to prevent him/her from disclosing his/her
knowledge of matters relevant to the investigation or from pursuing the investigations.

(h) “Effective Date” means the date on which this Contract comes into force and effect pursuant to
 48

Clause GC 2.1;

(i) “Force Majeure” means an event which is beyond the reasonable control of a Party, and which
makes a Party’s performance of its obligations hereunder impossible or so impractical as
reasonably to be considered impossible in the circumstances, and 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 (except where such strikes, lockouts or
other industrial action are within the power of the Party invoking Force Majeure to prevent).
Force Majeure shall not include (i) any event which is caused by the negligence or intentional
action of a Party or such Party’s Sub-consultants or agents or employees, nor (ii) any event
which a diligent Party could reasonably have been expected to both (A) take into account at the
time of the conclusion of this Contract and (B) avoid or overcome in the carrying out of its
obligations in this contract. Force Majeure shall not include insufficiency of funds or failure to
make any payment required.

(j) “Foreign Currency” means any currency other than the currency of the Republic of Rwanda;

(k) “GC” means these General Conditions of Contract;

(l) “Government” means the Government of the Republic of Rwanda;

(m) “Local Currency” or “National Currency” means the currency of the Republic of Rwanda;

(n) “Member,” in case the Consultants consist of a joint venture of more than one entity, means
any of these entities; and “Members” means all these entities;

(o) “Party” means the Procuring Entity or the Consultants, as the case may be, and “Parties” means
both of them;

(p) “Personnel” means persons hired by the Consultants or by any Subconsultant as employees and
assigned to the performance of the Services or any part thereof; “Foreign Personnel” means
such persons who at the time of being so hired had their domicile outside the Republic of
Rwanda; “Local Personnel” means such persons who at the time of being so hired had their
domicile inside the Republic of Rwanda; and “Key Personnel” means the Personnel referred to
in Clause GC 4.2(1);

(r) “SC” means the Special Conditions of Contract by which the GC may be amended or
supplemented;
(s) “Services” means the work to be performed by the Consultants pursuant to this Contract, as
described in Appendix A hereto;

(t) “Sub-consultant” means any person or entity to whom/which the Consultants subcontract any
part of the Services in accordance with the provisions of Clause GC 3.7;

(u) “Third Party” means any person or entity other than the Government, the Procuring Entity, the
Consultants or a Subconsultant.
 49

1.2 Relation between the Parties

1.2.1 Nothing contained herein shall be construed as establishing a relation of master and servant or
of principal and agent as between the Procuring Entity and the Consultants. The Consultants, subject
to this Contract, have complete charge of Personnel and Subconsultants, if any, performing the
Services and shall be fully responsible for the Services performed by them or on their behalf
hereunder.

1.3 Law Governing Contract

1.3.1 This Contract, its meaning, interpretation, performance and the relation between the Parties
shall be governed by the Laws of Rwanda.

1.4 Language

1.4.1 This Contract has been executed in the language specified in the SC, which shall be the binding
and controlling language for all matters relating to the meaning, interpretation and performance of
this Contract.

1.5 Headings

1.5.1 The headings shall not limit, alter or affect the meaning of this Contract.

1.6 Notices

1.6.1 Any notice, request or consent required or permitted to be given or made pursuant to this
Contract shall be in writing. 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 by registered mail, telex, telegram or facsimile to such
Party at the address specified in the SC.

1.6.2 Notice will be deemed to be effective as specified in the SC.

1.6.3 A Party may change its address for notice hereunder by giving the other Party notice of such
change pursuant to the provisions listed in the SC with respect to Clause GC 1.6.2.

1.7 Location

1.7.1 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 Republic
of Rwanda or elsewhere, as the Procuring Entity may approve.

1.8 Authority of Member in Charge

 50

1.8.1 In case the Consultants consist of a joint venture of more than one entity, the Members hereby
authorize the entity specified in the SC to act on their behalf in exercising the entire Consultants’
rights and obligations towards the Procuring Entity under this Contract, including without limitation
the receiving of instructions and payments from the Procuring Entity.

1.9 Authorized Representatives

1.9.1 Any action required or permitted to be taken, and any document required or permitted to be
executed, under this Contract by the Procuring Entity or the Consultants may be taken or executed by
the officials specified in the SC.

1.10 Taxes and Duties

1.10.1 Unless otherwise specified in the SC, the Consultants, Sub-consultants and Personnel shall
pay such taxes, duties, fees and other impositions as may be levied under the Applicable Law.

2. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF

CONTRACT

2.1 Effectiveness of Contract

2.1.1 Unless there is another effectiveness condition specified in SCC, this Contract shall come into
force and effect on the date of its signature by both parties (the “Effective Date”).

2.2 Commencement of Services

2.2.1 The Consultants shall begin carrying out the Services at the procuring entity’s notice to the
Consultants instructing them to begin carrying out the Services.

2.3 Termination of Contract for Failure to commence

If this Contract has not commenced within such time period after the date of the Contract signature by
the Parties, either Party may, by not less than sixty (60) days written notice to the other Party, declare
this Contract to be null and void, and in the event of such a declaration by either Party, neither Party
shall have any claim against the other Party with respect hereto.

2.4 Expiration of Contract

2.4.1 Unless terminated earlier pursuant to Clause GC 2.9 hereof, this Contract shall terminate at the
end of such time period after the Effective Date as shall be specified in the SC.

2.5 Entire Agreement

 51

2.5.1 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.

2.6 Modification

2.6.1 Modification of the terms and conditions of this Contract, including any modification of the
scope of the Services, may only be made by written agreement between the Parties and shall not be
effective until the consent of the funding agency, as the case may be, has been obtained. Pursuant to
Clause GC 7.2 hereof, however, each Party shall give due consideration to any proposals for
modification made by the other Party.

2.7Force Majeure

2.7.1 No Breach of Contract

2.7.1.1 The failure of a Party to fulfil any of its obligations 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.

2.7.2 Measures to be Taken

2.7.2.1 A Party affected by an event of Force Majeure shall take all reasonable measures to remove
such Party’s inability to fulfil its obligations hereunder with a minimum of delay.

2.7.2.2 A Party affected by an event of Force Majeure shall notify the other Party of such event as
soon as possible, and in any event not later than five (5) days following the occurrence of such
event, providing evidence of the nature and cause of such event, and shall similarly give notice
of the restoration of normal conditions as soon as possible.

2.7.2.3 The Parties shall take all reasonable measures to minimize the consequences of any event of
Force Majeure.

2.7.3 Extension of Time

2.7.3.1 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.

2.7.4 Payments

2.7.4.1 During the period of their inability to perform the Services as a result of an event of Force
Majeure, the Consultants may be entitled to be reimbursed for costs reasonably and necessarily
 52

incurred by them during such period for the purposes of the Services and in reactivating the Services
after the end of such period.

2.7.5 Consultation

2.7.5.1 Not later than thirty (30) days after the Consultants, as the result of an event of Force Majeure,
have become unable to perform a material portion of the Services, the Parties shall consult with each
other with a view to agreeing on appropriate measures to be taken in the circumstances.

2.8 Suspension

2.8.1 The Procuring Entity may, by written notice of suspension to the Consultants, suspend all
payments to the Consultants hereunder if the Consultants fail to perform any of their 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 Consultants to remedy such failure
within a period of fifteen (15) days after receipt by the Consultants of such notice of suspension.

2.9 Termination

2.9.1 By the Procuring Entity

2.9.1.1 The Procuring Entity may, by not less than thirty (30) days write a notice of termination to the
Consultants (except in the event listed in paragraph (f) below), for which there shall be a written
notice of not less than sixty (60) days), such notice to be given after the occurrence of any of the
events specified in paragraphs (a) through (g) of this Clause GC 2.9.1, terminate this Contract:

(a) if the Consultants fail to remedy a failure in the performance of their obligations hereunder, as
specified in a notice of suspension pursuant to Clause 2.8 hereinabove, within thirty (30) days of
receipt of such notice of suspension or within such further period as the Procuring Entity may
have subsequently approved in writing;

(b) if the Consultants become (or, if the Consultants consist of more than one entity, if any of their
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 Consultants fail to comply with any final decision reached as a result of arbitration
proceedings pursuant to Clause GC 8 hereof;

(d) if the Consultants submit to the Procuring Entity a statement which has a material effect on the
rights, obligations or interests of the Procuring Entity and which the Consultants know to be
false;

(e) if, as the result of Force Majeure, the Consultants are unable to perform a material portion of the
Services parties agree to terminate. However, in any case the contract shall be automatically
 53

terminated if the Force Majeure persists for a period six (6) months; or

(f) if the Procuring Entity, in its sole discretion and for any reason whatsoever, decides to terminate
this Contract.

(g) if the Consultant, in the judgment of the Procuring Entity, has engaged in corrupt, fraudulent,
collusive, coercive or obstructive practices in competing for or in executing the Contract.

2.9.2 By the Consultants

2.9.2.1 The Consultants may, by not less than thirty (30) days write a notice to the Procuring Entity,
such notice to be given after the occurrence of any of the events specified in paragraphs (a) through
(d) of this Clause GC 2.9.2, terminate this Contract:

(a) if the Procuring Entity fails to pay any money due to the Consultants pursuant to this Contract
and not subject to dispute pursuant to Clause GC 8 hereof within forty-five (45) days after
receiving written notice from the Consultants that such payment is overdue;

(b) if the Procuring Entity 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 Consultants may
have subsequently approved in writing) following the receipt by the Procuring Entity of the
Consultants’ notice specifying such breach;

(c) if, as the result of Force Majeure, the Consultants are unable to perform a material portion of the
Services parties agree to terminate. However, in any case the contract shall be automatically
terminated if the Force Majeure persists for a period six (6) months; or

(d) if the Procuring Entity fails to comply with any final decision reached as a result of arbitration
pursuant to Clause GC 8 hereof.

2.9.3 Cessation of Rights and Obligations

2.9.3.1 Upon termination of this Contract pursuant to Clauses GC 2.3 or GC 2.9 hereof, or upon
expiration of this Contract pursuant to Clause GC 2.4 hereof, 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 GC 3.3 hereof, (iii)
the Consultants’ obligation to permit inspection, copying and auditing of their accounts and records
set forth in Clause GC 3.6(ii) hereof, and (iv) any right which a Party may have under the Applicable
Law.

2.9.4 Cessation of Services

2.9.4.1 Upon termination of this Contract by notice of either Party to the other pursuant to Clauses GC
2.9.1 or GC 2.9.2 hereof, the Consultants 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
 54

every reasonable effort to keep expenditures for this purpose to a minimum. With respect to
documents prepared by the Consultants and equipment and materials furnished by the Procuring
Entity, the Consultants shall proceed as provided, respectively, by Clauses GC 3.9 or GC 3.10 hereof.

2.9.5 Payment upon Termination

2.9.5.1 Upon termination of this Contract pursuant to Clauses GC 2.9.1 or GC 2.9.2 hereof, the
Procuring Entity shall make the following payments to the Consultants:

(a) remuneration pursuant to Clause GC 6 hereof for Services satisfactorily performed prior to the
effective date of termination;
(b) reimbursable expenditures pursuant to Clause GC 6 hereof for expenditures actually incurred
prior to the effective date of termination; and

(c) except in the case of termination pursuant to paragraphs (a) through (d) of Clause GC 2.9.1
hereof, reimbursement of any reasonable cost incident to the prompt and orderly termination of
the Contract including the cost of the return travel of the Personnel and their eligible dependents.

2.9.6 Disputes about Events of Termination

If either Party disputes whether an event specified in paragraphs (a) through (e) of Clause GC 2.9.1 or
in Clause GC 2.9.2 hereof has occurred, such Party may, within forty-five (45) days after receipt of
notice of termination from the other Party, refer to Clause GC 8 hereof, and this Contract shall not be
terminated on account of such event except in accordance with the terms of any resulting arbitral
award.

3 Obligations of the Consultants

3.1 General

3.1.1 Standard of Performance

3.1.1.1 The Consultants shall perform the Services and carry out their obligations hereunder with all
due diligence, efficiency and economy, in accordance with generally accepted professional
techniques and practices, and shall observe sound management practices, and employ appropriate
advanced technology and safe and effective equipment, machinery, materials and methods. The
Consultants shall always act, in respect of any matter relating to this Contract or to the Services, as
faithful advisers to the Procuring Entity, and shall at all times support and safeguard the Procuring
Entity legitimate interests in any dealings with Sub-consultants or Third Parties.

3.1.2 Law Governing Services

3.1.2.1 The Consultants shall perform the Services in accordance with the laws of Rwanda and shall
take all practicable steps to ensure that any Sub-consultants, as well as the Personnel of the
Consultants and any Sub-consultants, comply with the Applicable Law.

3.2Conflict of Interests
 55

3.2.1 Consultants Not to Benefit from Commissions, Discounts, etc.

3.2.1.1 The remuneration of the Consultants pursuant to Clause GC 6 hereof shall constitute the
Consultants’ sole remuneration in connection with this Contract or the Services and,
subject to Clause GC 3.2.2 hereof, the Consultants shall not accept for their own benefit
any trade commission, discount or similar payment in connection with activities pursuant
to this Contract or to the Services or in the discharge of their obligations hereunder, and
the Consultants shall use their best efforts to ensure that any Subconsultants, as well as
the Personnel and agents of either of them, similarly shall not receive any such additional
remuneration.

3.2.2 If the Consultants, as part of the Services, have the responsibility of advising the Procuring
Entity on the procurement of goods, works or services, the Consultants shall comply with
any applicable procurement guidelines of the funding Institution, as the case may be, and
shall at all times exercise such responsibility in the best interest of the Procuring Entity.

3.2.3 Consultants and Affiliates Not to Engage in Certain Activities

3.2.3.1 The Consultants agree that, during the term of this Contract and after its termination, the
Consultants and any entity affiliated with the Consultants, as well as any Sub-consultant and any
entity affiliated with such Sub-consultant, shall be disqualified from providing goods, works or
services (other than the Services and any continuation thereof) for any project/assignment resulting
from or closely related to the Services.

3.2.4 Prohibition of Conflicting Activities

3.2.4.1 The Consultants shall not engage, and shall cause their Personnel as well as their Sub-
consultants and their Personnel not to engage, either directly or indirectly, in any of the following
activities:

(a) during the term of this Contract, any business or professional activities in the Republic of
Rwanda or any other country which would conflict with the activities assigned to them under
this Contract; and

(b) after the termination of this Contract, such other activities as may be specified in the SC.

3.3 Confidentiality

3.3.1 The Consultants, their Sub-consultants and the Personnel of either of them shall not, either
during the term or within two (2) years after the expiration of this Contract, disclose any proprietary
or confidential information relating to the Services, this Contract or the Procuring Entity business or
operations without the prior written consent of the Procuring Entity.

3.4 Liability of the Consultants

 56

3.4.1 Subject to additional provisions, if any, set forth in the SC, the Consultants’ liability under this
Contract shall be as provided by the Applicable Law.

3.5 Insurance to be Taken Out by the Consultants

3.5.1 The Consultants (i) shall take out and maintain, and shall cause any Sub-consultants to take out
and maintain, at their (or the Sub-consultants’, as the case may be) own cost but on terms and
conditions approved by the Procuring Entity, insurance against the risks, and for the coverage, as
shall be specified in the SC, and (ii) at the Procuring Entity request, shall provide evidence to the
Procuring Entity showing that such insurance has been taken out and maintained and that the current
premiums therefor have been paid.

3.6 Accounting, Inspection and Auditing

3.6.1 The Consultants (i) shall keep accurate and systematic accounts and records in respect of the
Services hereunder, in accordance with internationally accepted accounting principles and in such
form and detail as will clearly identify all relevant time changes and costs, and the bases thereof
(including such bases as may be specifically referred to in the SC), and (ii) shall permit the Procuring
Entity or its designated representative periodically, and up to one year from the expiration or
termination of this Contract, to inspect the same and make copies thereof as well as to have them
audited by auditors appointed by the Procuring Entity and (iii) shall permit the International
Development Institution financing the assignment to inspect the Consultant’s accounts and records
relating to the performance of the Consultant and to have them if so required audited by auditors
approved by such Development Institution.

3.7 Consultants’ Actions Requiring the Public Procuring Entity Prior Approval

3.7.1 The Consultants shall obtain the Procuring Entity prior approval in writing before taking any of
the following actions:

(a) appointing such members of the Personnel as are listed in Appendix C merely by title but not
by name;

(b) entering into a subcontract for the performance of any part of the Services, it being understood
(i) that the selection of the Sub-consultant and the terms and conditions of the subcontract shall
have been approved in writing by the Procuring Entity prior to the execution of the subcontract,
and (ii) that the Consultants shall remain fully liable for the performance of the Services by the
Sub-consultant and its Personnel pursuant to this Contract;
(c) any other action that may be specified in the SC.

3.8 Reporting Obligations

3.8.1 The Consultants shall submit to the Procuring Entity the reports and documents specified in
 57

Appendix B hereto, in the form, in the numbers and within the time periods set forth in the said
Appendix.

3.9 Documents Prepared by the Consultants to be the Property of the Procuring Entity

3.9.1 All plans, drawings, specifications, designs, reports, other documents and software prepared by
the Consultants for the Procuring Entity under this Contract shall become and remain the property of
the Procuring Entity, and the Consultants shall, not later than upon termination or expiration of this
Contract, deliver all such documents to the Procuring Entity, together with a detailed inventory
thereof. The Consultants may retain a copy of such documents and software. Restrictions about the
future use of these documents and software, if any, shall be specified in the SC.

3.10 Equipment and Materials Furnished by the Procuring Entity

3.10.1 Equipment and materials made available to the Consultants by the Procuring Entity, or
purchased by the Consultants with funds provided by the Procuring Entity, shall be the property of
the Procuring Entity and shall be marked accordingly. Upon termination or expiration of this
Contract, the Consultants shall make available to the Procuring Entity an inventory of such
equipment and materials and shall dispose of such equipment and materials in accordance with the
Procuring Entity instructions. While in possession of such equipment and materials, the Consultants,
unless otherwise instructed by the Procuring Entity in writing, shall insure them at a reasonable price
at the expense of the Procuring Entity in an amount equal to their full replacement value.

4 Consultants’ Personnel and Sub-consultants

4.1 General

4.1.1 The Consultants shall employ and provide such qualified and experienced Personnel and Sub-
consultants as are required to carry out the Services.

4.2 Description of Personnel

4.2.1 The title, agreed job description, minimum qualification and estimated period of engagement in
the carrying out of the Services of each of the Consultants’ Key Personnel are described in Appendix
C. If any of the Key Personnel has already been approved by the Procuring Entity, his/her name is
listed as well.

4.2.2 If required to comply with the provisions of Clause GC 3.1.1 hereof, adjustments with respect
to the estimated periods of engagement of Key Personnel set forth in Appendix C may be made by
the Consultants by written notice to the Procuring Entity, provided (i) that such adjustments shall not
alter the originally estimated period of engagement of any individual by more than 10% or one week,
whichever is larger, and (ii) that the aggregate of such adjustments shall not cause payments under
this Contract to exceed the ceilings set forth in Clause GC 6.1(b) of this Contract. Any other such
adjustments shall only be made with the Procuring Entity written approval.

4.2.3 If additional work is required beyond the scope of the Services specified in Appendix A, the
 58

estimated periods of engagement of Key Personnel set forth in Appendix C may be increased by
agreement in writing between the Procuring Entity and the Consultants, provided that any such
increase shall not, except as otherwise agreed in writing, cause payments under this Contract to
exceed the ceilings set forth in Clause GC 6.1(b) of this Contract.

4.3 Approval of Personnel

4.3.1 The Key Personnel and Sub-consultants listed by title as well as by name in Appendix C are
hereby approved by the Procuring Entity. In respect of other Key Personnel which the Consultants
propose to use in the carrying out of the Services, the Consultants shall submit to the Procuring
Entity for review and approval a copy of their biographical data and (in the case of Key Personnel to
be used within the Republic of Rwanda) a copy of a satisfactory medical certificate in the form
attached hereto as Appendix D. If the Procuring Entity does not object in writing (stating the reasons
for the objection) within twenty-one (21) calendar days from the date of receipt of such biographical
data and (if applicable) such certificate, such Key Personnel shall be deemed to have been approved
by the Procuring Entity.

4.4 Working Hours, Overtime, Leave, etc.

4.4.1 Working hours and holidays for Key Personnel are set forth in Appendix E hereto. To account
for travel time, foreign Personnel carrying out Services inside the Republic of Rwanda shall be
deemed to have commenced (or finished) work in respect of the Services such number of days before
their arrival in (or after their departure from) the Republic of Rwanda as is specified in Appendix E
hereto.

4.4.2 The Key Personnel shall not be entitled to be paid for overtime nor to take paid sick leave or
vacation leave except as specified in Appendix E hereto, and except as specified in such Appendix,
the Consultants’ remuneration shall be deemed to cover these items. All leave to be allowed to the
Personnel is included in the staff-months of service set forth in Appendix C. Any taking of leave by
Personnel shall be subject to the prior approval by the Consultants who shall ensure that absence for
leave purposes will not delay the progress and adequate supervision of the Services.

4.5 Removal and/or Replacement of Personnel

4.5.1 Except as the Procuring Entity may otherwise agree, no changes shall be made in the Key
Personnel. If, for any reason beyond the reasonable control of the Consultants, it becomes necessary
to replace any of the Personnel, the Consultants shall forthwith provide as a replacement a person of
equivalent or better qualifications.

4.5.2 If the Procuring Entity (i) finds that any of the Personnel has committed serious misconduct or
has been charged with having committed a criminal action, or (ii) has reasonable cause to be
dissatisfied with the performance of any of the Personnel, then the Consultants shall, at the Procuring
Entity written request specifying the grounds therefor, forthwith provide as a replacement a person
with qualifications and experience acceptable to the Procuring Entity.

4.5.3 The Consultants shall bear all additional travel and other costs arising out of or incidental to
 59

any removal and/or replacement, and the remuneration to be paid for any of the Personnel provided
as a replacement shall not exceed the remuneration which would have been payable to the Personnel
replaced.

4.6 Resident Assignment Manager

4.6.1 If required by the SC, the Consultants shall ensure that at all times during the Consultants’
performance of the Services in the Republic of Rwanda a resident assignment manager, acceptable to
the Procuring Entity, shall take charge of the performance of such Services.

5. Obligations of the Procuring Entity

5.1 Assistance and Exemptions

5.1.1 Unless otherwise specified in the SC, the Procuring Entity shall use its best efforts to ensure
that the Government and any relevant national authorities shall:

(a) provide the Consultants, Sub-consultants and Personnel with work permits and such other
documents as shall be necessary to enable the Consultants, Sub-consultants or Personnel to
perform the Services;

(b) arrange for the Personnel and, if appropriate, their eligible dependents to be provided promptly
with all necessary entry and exit visas, residence permits, exchange permits and any other
documents required for their stay in the Republic of Rwanda;

(c) facilitate prompt clearance through customs of any property required for the Services and of the
personal effects of the Personnel and their eligible dependents;

(d) issue to officials, agents and representatives of the Government and any other national
authorities all such instructions as may be necessary or appropriate for the prompt and effective
implementation of the Services;

(e) facilitate the Consultants and the Personnel and any Sub-consultants employed by the
Consultants for the Services to comply with any requirement to register or obtain any permit to
practice their profession or to establish themselves either individually or as a corporate entity
according to the Applicable Law;

(f) grant to the Consultants, any Sub-consultant and the Personnel of either of them the privilege,
pursuant to the Applicable Law, of bringing into the Republic of Rwanda reasonable amounts
of foreign currency for the purposes of the Services or for the personal use of the Personnel and
their dependents and of withdrawing any such amounts as may be earned therein by the
Personnel in the execution of the Services; and

(g) provide to the Consultants, Sub-consultants and Personnel any such other assistance as may be
specified in the SC.
5.2 Access to Land
 60

5.2.1 The Procuring Entity warrants that the Consultants shall have, free of charge, unimpeded
access to all land in the Republic of Rwanda in respect of which access is required for the
performance of the Services. The Procuring Entity will be responsible for any damage to such land
or any property thereon resulting from such access and use of the land for the purposes of the
execution of the obligations set in this contract and will indemnify the Consultants and each of the
Personnel in respect of liability for any such damage, unless such damage is caused by the default,
inappropriate and non-agreed use of the land, or negligence of the Consultants or any Sub-consultant
or the Personnel of either of them.

5.3 Change in the Applicable Law

5.3.1 If, after the date of this Contract, there is any change in the Applicable Law with respect to
taxes and duties which increases or decreases the cost incurred by the Consultants in performing the
Services, then the remuneration otherwise payable to the Consultants under this Contract shall be
increased or decreased accordingly by agreement between the Parties hereto, and corresponding
adjustments shall be made to the ceiling amounts specified in Clause GC 6.1(b).

5.4 Services, Facilities and Property of the Procuring Entity

5.4.1 The Procuring Entity shall make available to the Consultants and the Personnel, for the
purposes of the Services and free of any charge, the services, facilities and property described in
Appendix F at the times and in the manner specified in said Appendix F, provided that if such
services, facilities and property shall not be made available to the Consultants as and when so
specified, the Parties shall agree on (i) any time extension that it may be appropriate to grant to the
Consultants for the performance of the Services, (ii) the manner in which the Consultants shall
procure any such services, facilities and property from other sources, and (iii) the additional
payments, if any, to be made to the Consultants as a result thereof pursuant to Clause GC 6.1(c)
hereinafter.

5.5 Payment

5.5.1 In consideration of the Services performed by the Consultants under this Contract, the
Procuring Entity shall make to the Consultants such payments and in such manner as is provided by
Clause GC 6 of this Contract.

5.6 Counterpart Personnel

5.6.1 If so provided in Appendix F hereto, the Procuring Entity shall make available to the
Consultants, as and when provided in such Appendix F, and free of charge, such counterpart
personnel to be selected by the Procuring Entity, with the Consultants’ advice, as shall be specified
in such Appendix F. If any member of the counterpart personnel fails to perform adequately any
work assigned to such member by the Consultants which is consistent with the position occupied by
such member, the Consultants may request the replacement of such member, and the Procuring
Entity shall not unreasonably refuse to act upon such request. In any case, the counterpart personnel
shall not perform any duty or activity assigned to the consultants under this contract.
 61

5.6.2 If counterpart personnel are not provided by the Procuring Entity to the Consultants as and
when specified in Appendix F, the Procuring Entity and the Consultants shall agree on (i) how the
affected part of the Services shall be carried out, and (ii) the additional payments, if any, to be made
by the Procuring Entity to the Consultants as a result thereof pursuant to Clause GC 6.1(c) hereof.

6 Payments to the Consultants

6.1 Cost Estimates; Ceiling Amount

(a) An estimate of the cost of the Services payable in foreign currency is set forth in Appendix G.
An estimate of the cost of the Services payable in local currency is set forth in Appendix H.

(b) Except as may be otherwise agreed under Clause GC 2.6 and subject to Clause GC 6.1(c),
payments under this Contract shall not exceed the ceilings in foreign currency and in local
currency specified in the SC. The Consultants shall notify the Procuring Entity as soon as
cumulative charges incurred for the Services have reached 80% of either of these ceilings.

(c) Notwithstanding Clause GC 6.1(b) hereof, if pursuant to any of the Clauses GC 5.3, 5.4 or 5.6
hereof, the Parties shall agree that additional payments in local and/or foreign currency, as the
case may be, shall be made to the Consultants in order to cover any necessary additional
expenditures not envisaged in the cost estimates referred to in Clause GC 6.1(a) above, the
ceiling or ceilings, as the case may be, set forth in Clause GC 6.1(b) above shall be increased
by the amount or amounts, as the case may be, of any such additional payments.

6.2 Remuneration and Reimbursable Expenditures

(a) Subject to the ceilings specified in Clause GC 6.1(b) hereof, the Procuring Entity shall pay to
the Consultants (i) remuneration as set forth in Clause GC 6.2(b), and (ii) reimbursable
expenditures as set forth in Clause GC 6.2(c). If specified in the SC, said remuneration shall be
subject to price adjustment as specified in the SC.

(b) Remuneration for the Personnel shall be determined on the basis of time actually spent by such
Personnel in the performance of the Services after the date determined in accordance with
Clause GC 2.3 and Clause SC 2.3 (or such other date as the Parties shall agree in writing)
(including time for necessary travel via the most direct route) at the rates referred to, and
subject to such additional provisions as are set forth, in the SC.

(c) The procuring entity shall pay to the consultant reimbursable expenditures actually and
reasonably incurred by the Consultants in the performance of the Services, as specified in
Clause SC 6.3(b).

6.3 Currency of Payment

(a) Foreign currency payments shall be made in the currency or currencies specified as foreign
 62

currency or currencies in the SC, and local currency payments shall be made in the currency of
the Republic of Rwanda.

(b) The SC shall specify which items of remuneration and reimburable expenditures shall be paid,
respectively, in foreign and in local currency.

6.4 Mode of Billing and Payment

Billings and payments in respect of the Services shall be made as follows:

(a) The Consultant shall be paid upon presentation to and approval by the Client of an invoice
according to the payment periodicity specified in the terms of reference. Each invoice shall be
presented in duplicate and accompanied by the report, itemized statements, copies of receipted
invoices, vouchers and other appropriate supporting materials, of the amounts payable as required in
the terms of reference and approved by the Client. No invoice shall be accepted by the Client nor
delays in payment considered if the invoice is not accompanied by such documents.
(b) The Procuring Entity shall cause the payment of the Consultants’ monthly statements not
later than forty five (45) days after the receipt by the Procuring Entity of such statements with
supporting documents. Should any discrepancy be found to exist between actual payment and costs
authorized to be incurred by the Consultants, the Procuring Entity may add or subtract the difference
from any subsequent payments.
(c) In the event of a disputed invoice, the Client shall notify the Consultant in writing of the disputed
amount within three (3) days of the invoice date, specifically identifying the reason for the dispute,
and pay all undisputed amounts owed while the dispute is under negotiation. Upon the resolution of
a disputed invoice, the Client shall pay the remaining portions, if any, of such invoice.

(d) The final payment under this Clause shall be made only after the final report and a final
statement, identified as such, shall have been submitted by the Consultants and approved as
satisfactory by the Procuring Entity. The Services shall be deemed completed and finally accepted
by the Procuring Entity and the final report and final statement shall be deemed approved by the
Procuring Entity as satisfactory sixty (60) calendar days after receipt of the final report and final
statement by the Procuring Entity unless the Procuring Entity, within such sixty (60) day period,
gives written notice to the Consultants specifying in detail deficiencies in the Services, the final
report or final statement. The Consultants shall thereupon promptly make any necessary corrections,
and upon completion of such corrections, the foregoing process shall be repeated. Any amount
which the Procuring Entity has paid or caused to be paid in accordance with this Clause in excess of
the amounts actually payable in accordance with the provisions of this Contract shall be reimbursed
by the Consultants to the Procuring Entity within thirty (30) days after receipt by the Consultants of
notice thereof. Any such claim by the Procuring Entity for reimbursement must be made within
twelve (12) calendar months after receipt by the Procuring Entity of a final report and a final
statement approved by the Procuring Entity in accordance with the above.

(f) All payments under this Contract shall be made to the accounts of the Consultants specified in the
SC.
 63

7 Fairness and Good Faith

7.1 Good Faith

7.1.1 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.

7.2 Operation of the Contract

7.2.1 The Parties recognize that it is impractical in this Contract to provide for every contingency
which may arise during the life of the Contract, and the Parties hereby agree that it is their intention
that this Contract shall operate fairly as between them, and without detriment to the interest of either
of them, and that, if during the term of this Contract either Party believes that this Contract is
operating unfairly, the Parties will use their best efforts to agree on such action as may be necessary
to remove the cause or causes of such unfairness, but no failure to agree on any action pursuant to
this Clause shall give rise to a dispute in accordance with Clause GC 8 hereof.

8 Settlement of Disputes

8.1 Amicable Settlement

8.1.1 The Parties shall use their best efforts to settle amicably all disputes arising out of or in
connection with this Contract or the interpretation thereof.

8.2 Dispute Settlement

8.2.1 Any dispute between the Parties as to matters arising pursuant to this Contract which cannot be
settled amicably within thirty (30) days after receipt by one Party of the other Party’s request for
such amicable settlement may be submitted by either Party for settlement in accordance with the
provisions specified in the SC.

III. Special Conditions of Contract

Number of GC Amendments of, and Supplements to, Clauses in the General Conditions of
Clause2 Contract
[1.1(a)
Note: Usually the contracts designate the law of the Republic of Rwanda as the law
governing the contract. However, it is possible for the parties if they wish to
designate the law of another country. In the former case, this Clause SC1.1 (a)
should be deleted; in the latter case, the name of the respective country should be
inserted in the blank, and the square brackets should be removed.]
2
Clauses in brackets are optional; all notes should be deleted in final text.
 64

1.3 Governing law: Law of the republic of Rwanda

1.4 The language is [specify English or French].

1.6.1 The addresses are:

Procuring Entity:_________________________________________
Attention:
Cable address:
Telex:
Facsimile:

Consultants:
Attention:
Cable address:
Telex:
Facsimile:

1.6.2 Notice will be deemed to be effective as follows:

(a) in the case of personal delivery or registered mail, on delivery;

(b) in the case of telexes, [written hours] ([numerical hours]) hours following
confirmed transmission;

(c) in the case of telegrams, [written hours] ([numerical hours]) hours following
confirmed transmission; and

(d) in the case of facsimiles, [written hours] ([numerical hours]) hours following
confirmed transmission.

[1.8 The Member in Charge is [name and legal status of member].

Note: If the Consultants consist of a joint venture of more than one entity, the name
and legal status of the entity whose address is specified in Clause SC 1.6.1 should
be inserted here. If the Consultants consist only of one entity, this Clause SC 1.8
should be deleted from the SC.]

1.9 The Authorized Representatives are:

For the Procuring Entity:__________________________________

For the Consultants:

[1.10 In case a specific law provides for a tax exemption, the Procuring Entity warrants
that the Consultants, the Subconsultants and the Personnel shall be exempt from (or
that the Procuring Entity shall pay on behalf of the Consultants, the Subconsultants
 65

and the Personnel, or shall reimburse the Consultants, the Subconsultants and the
Personnel for) any taxes, duties, fees, levies and other impositions imposed, under
the Applicable Law, on the Consultants, the Subconsultants and the Personnel in
respect of:

(a) any payments whatsoever made to the Consultants, Subconsultants and the
Personnel (other than nationals of the Republic of Rwanda or permanent
residents in the Republic of Rwanda), in connection with the carrying out of
the Services;

(b) any equipment, materials and supplies brought into the Republic of Rwanda
by the Consultants or Subconsultants for the purpose of carrying out the
Services and which, after having been brought into such territories, will be
subsequently withdrawn therefrom by them;

(c) any equipment imported for the purpose of carrying out the Services and paid
for out of funds provided by the Procuring Entity and which is treated as
property of the Procuring Entity;

(d) any property brought into the Republic of Rwanda by the Consultants, any
Subconsultants or the Personnel (other than nationals of the Republic of
Rwanda or permanent residents in the Republic of Rwanda), or the eligible
dependents of such Personnel for their personal use and which will
subsequently be withdrawn therefrom by them upon their respective departure
from the Republic of Rwanda, provided that:

(1) the Consultants, Subconsultants and Personnel, and their eligible dependents,
shall follow the usual customs procedures of the Republic of Rwanda in
importing property into the Republic of Rwanda; and

(2) if the Consultants, Subconsultants or Personnel, or their eligible dependents,

do not withdraw but dispose of any property in the Republic of Rwanda upon
which customs duties and taxes have been exempted, the Consultants,
Subconsultants or Personnel, as the case may be, (i) shall bear such customs
duties and taxes in conformity with the regulations of the Republic of
Rwanda, or (ii) shall reimburse them to the Procuring Entity if they were paid
by the Procuring Entity at the time the property in question was brought into
the Republic of Rwanda.

[2.1 The effectiveness conditions are the following:

2.2
Note: Fill in the time period, e.g., “four months.”
 66

2.3 The time period shall be [length of time] or such other time period as the parties may
agree in writing.

Note: Fill in the time period, e.g., “four months.”

2.4 The time period shall be [length of time] or such other time period as the parties may
agree in writing.

Note: Fill in the time period, e.g., “four months.”

[3.2.4(b) Note: It is essential that Consultants who advise Procuring entities on the
privatization of state owned enterprises or other assets (or on related problems), be
prohibited from “switching sides” upon completion of their assignment and then
either appearing as purchaser of these enterprises/assets or advising potential
purchasers in this context. In these situations, the following provision must be
used:

“For a period of two years after the expiration of this Contract, the Consultants shall
not engage, and shall cause their Personnel as well as their Subconsultants and their
Personnel not to engage, in the activity of a purchaser (directly or indirectly) of the
assets on which they advised the Procuring Entity under this Contract nor in the
activity of an adviser (directly or indirectly) of potential purchasers of such assets.
The Consultants also agree that their affiliates shall be disqualified for the same
period of time from engaging in the said activities.”]

[3.4 Nÿÿe: Proposals to introduce exclusions/limitations of the Consultants’ liability

under the Contract should be carefully scrutinized by the Procuring Entity. In this
regard the parties should be aware of the following rules:

1. If the Parties agree that the Consultants’ liability should simply be governed by
the Applicable Law, they should delete this Clause SC 3.4 from the SC.

2. If the Parties wish to limit or to partially exclude the Consultants’ liability to

the Procuring Entity, they should note that, to be acceptable to the Procuring
Entity, any limitation of the Consultants’ liability should at the very least be
reasonably related to (a) the damage the Consultants might potentially cause to
the Procuring Entity, and (b) the Consultants’ ability to pay compensation
using their own assets and reasonably obtainable insurance coverage. The
Consultants’ liability should not be limited to less than (i) the estimated total
payments to the Consultants under the Contract for remuneration and
reimbursables, or (ii) the proceeds the Consultants may be entitled to receive
from any insurance they maintain to cover such liability, whichever of (i) or (ii)
is higher. A statement to the effect that the Consultants are liable only for the
re-performance of faulty Services is not acceptable to the Procuring Entity.
Also, the Consultants’ liability should never be limited for loss or damage
 67

caused by the Consultants’ gross negligence or willful misconduct.

Consequently, the Procuring Entity would accept the following provisions with
respect to the Consultants’ liability, which the Parties could introduce here in
the SC as Clause SC 3.4 as follows:

“3.4 Limitation of the Consultants’ Liability towards the Procuring Entity

(a) Except in case of gross negligence or wilful misconduct on the part of the
Consultants or on the part of any person or consultant acting on behalf of
the Consultants in carrying out the Services, the Consultants, with respect to
damage caused by the Consultants to the Procuring Entity property, shall
not be liable to the Procuring Entity:

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

(ii) for any direct loss or damage that exceeds (A) the total payments for
professional fees and reimbursable expenditures made or expected to be
made to the Consultants hereunder, or (B) the proceeds the Consultants
may be entitled to receive from any insurance maintained by the
Consultants to cover such a liability, whichever of (A) or (B) is higher.

(b) This limitation of liability shall not affect the Consultants’ liability, if any,
for damage to Third Parties caused by the Consultants or any person or
consultant acting on behalf of the Consultants in carrying out the Services.”

3. The Procuring Entity does not accept a provision to the effect that the
Procuring Entity shall indemnify and hold harmless the Consultants 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 Procuring Entity.

3.5 The risks and the coverages shall be as follows:

(a) Third Party motor vehicle liability insurance in respect of motor vehicles
operated in the Republic of Rwanda by the Consultants or their Personnel or
any Subconsultants or their Personnel, with a minimum coverage of [amount];

(b) Third Party liability insurance, with a minimum coverage of [amount];

(c) Professional liability insurance, with a minimum coverage of [amount];

(d) Employer’s liability and workers’ compensation insurance in respect of the

Personnel of the Consultants and of any Subconsultant, in accordance with the
relevant provisions of the Applicable Law, as well as, with respect to such
Personnel, any such life, health, accident, travel or other insurance as may be
appropriate; and
 68

(e) Insurance against loss of or damage to (i) equipment purchased in whole or in

part with funds provided under this Contract, (ii) the Consultants’ property
used in the performance of the Services, and (iii) any documents prepared by
the Consultants in the performance of the Services.

Note: Delete what is not applicable.

[3.6 Note: Where price is not an evaluation criterion in the selection of the Consultants,
and the text set forth after Note 1 to Clause SC 6.2(b) is therefore used in the SC,
the text set forth below should be used as Clause SC 3.6 in the SC. Where price is
an evaluation criterion, there is no need for a Clause SC 3.6 in the SC.

The bases for time changes and costs referred to in Clause GC 3.6 shall include the
bases of the Consultants’ representations referred to in Clause SC 6.2(b).]

[3.7(c) The other actions are:

Note: If there are no other actions, delete this Clause SC 3.7 from the SC. If the
Services consist of civil works, the following should be added here:

“(i) taking any action under a civil works contract designating the Consultants as
“Engineer,” for which action, pursuant to such civil works contract, the written
approval of the Procuring Entity as “Employer” is required.”

[3.9 Note: If there is to be no restriction on the future use of these documents by either
Party, this Clause SC 3.9 should be deleted from the SC. If the Parties wish to
restrict such use, any of the following options—or any other option agreed to by the
Parties—could be used:

 “The Consultants shall not use these documents for purposes unrelated to this
Contract without the prior written approval of the Procuring Entity.”

 “The Procuring Entity shall not use these documents for purposes unrelated to
this Contract without the prior written approval of the Consultants.”

 “Neither Party shall use these documents for purposes unrelated to this Contract
without the prior written approval of the other Party.”]

[4.6 Note: If there is a resident assignment manager, state here: “The person
designated as resident assignment manager in Appendix C shall serve in that
capacity, as specified in Clause GC 4.6.” If there is no such manager, delete this
Clause SC 4.6 from the SC.]

[5.1 Note: List here any changes or additions to Clause GC 5.1. If there are no such
 69

changes or additions, delete this Clause SC 5.1 from the SC.]

6.1(b) The ceiling in foreign currency or currencies is: [amount]

The ceiling in local currency is: [amount]

70
 71

[6.2(a) Note: In order to adjust the remuneration for foreign and/or local
inflation, a price adjustment provision should be included here if the
contract has duration of more than 9 months or if the foreign or local
inflation is expected to exceed 5% per annum. The adjustment should
be made every 12 months after the date of the contract for
remuneration in foreign currency and—except if there is very high
inflation in the Republic of Rwanda, in which case more frequent
adjustments should be provided for—at the same intervals for
remuneration in local currency.

Remuneration in foreign currency should be adjusted by using the

relevant index for salaries in the country of the respective foreign
currency (which normally is the country of the Consultants) and
remuneration in local currency by using the corresponding index for
the Republic of Rwanda. A sample provision is provided below for
guidance:

“Payments for remuneration made in accordance with Clause GC

6.2(a) in [foreign and/or] [local] currency shall be adjusted as follows:

(i) Remuneration paid in foreign currency pursuant to the rates set

forth in Appendix G shall be adjusted every 12 months (and, the
first time, with effect for the remuneration earned in the 13th
calendar month after the date of the Contract) by applying the
following formula:
If
Rf  Rfo 
Ifo

where Rf is the adjusted remuneration, Rfo is the remuneration

payable on the basis of the rates set forth in Appendix G for
remuneration payable in foreign currency, If is the official index
for salaries in the country of the foreign currency for the first
month for which the adjustment is supposed to have effect, and Ifo
is the official index for salaries in the country of the foreign
currency for the month of the date of the Contract.

(ii) Remuneration paid in local currency pursuant to the rates set

forth in Appendix H shall be adjusted every [number] months (and,
for the first time, with effect for the remuneration earned in the
[number]th calendar month after the date of the Contract) by
applying the following formula:
Il
Rl  Rlo 
Ilo

where Rl is the adjusted remuneration, Rlo is the remuneration

payable on the basis of the rates set forth in Appendix H for
 72

remuneration payable in local currency, Il is the official index for

salaries in the Republic of Rwanda for the first month for which
the adjustment is to have effect and, Ilo is the official index for
salaries in the Republic of Rwanda for the month of the date of
the Contract.”]

6.2(b)(i) Note 1: Where price is not an evaluation criterion in the selection of

Consultants, The Procuring Entity must request the Consultants to
submit certain representations about the Consultants’ salary and
related costs, which representations are then used by the parties when
negotiating the applicable remuneration rates. In this case, the text
set forth below should be used as Clause SC 6.2(b)(i) in the SC.

(1) It is understood (i) that the remuneration rates shall cover (A)
such salaries and allowances as the Consultants shall have agreed to
pay to the Personnel as well as factors for social charges and overhead
based on the Consultants’ average costs, as represented by the
financial statements of the Consultants’ latest three fiscal years, (B)
the cost of backstopping by home office staff not included in the
Personnel listed in Appendix C, and (C) the Consultants’ fee, (ii) other
means of profit-sharing shall not be allowed as an element of
overhead, and (iii) that any rates specified for persons not yet
appointed shall be provisional and shall be subject to revision, with the
written approval of the The Procuring Entity, once the applicable
salaries and allowances are known.

(2) Remuneration for periods of less than one month shall be

calculated on an hourly basis for actual time spent in the
Consultants’ home office and directly attributable to the Services
(one hour being equivalent to 1/240th of a month) and on a
calendar-day basis for time spent away from home office (one
day being equivalent to 1/30th of a month).

(3) The remuneration rates have been agreed upon based on the
representations made by the Consultants during the negotiation of this
Contract with respect to the Consultants’ costs and charges referred to
in subparagraph (1) of this Clause SC 6.2(b)(i), as such representations
are evidenced (i) by the form “Consultants’ Representations regarding
Costs and Charges,” dated [Fill in the date of the Form properly executed by
the Consultants], which was submitted by the Consultants to the The
Procuring Entity during such negotiation [Note: A model of such a
form is attached at the end of these SC as Model Form I. When
inviting the selected Consultants for contract negotiation, the
Procuring Entity should request the Consultants to submit this Form
no later than at the beginning of the negotiation, properly filled in and
executed, and together with the necessary salary slips], and (ii) by the
 73

form “Breakdown of Agreed Fixed Rates in Consultants’ Contract,”

dated [Fill in the date of the Form properly executed by the Consultants], which
was executed by the Consultants at the conclusion of such negotiation
[Note: A model of such a form is attached at the end of these SC as
Model Form II. The Consultants should be requested to execute this
Form at the conclusion of the contract negotiation when the Parties
have agreed on the fixed rates and their breakdown.]. Should these
representations be found by the Procuring Entity (either through
inspections or audits pursuant to Clause GC 3.6 hereof or through
other means) to be materially incomplete or inaccurate, the Procuring
Entity 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 Procuring Entity before any such modification, (i) the Procuring
Entity 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 Procuring Entity to the Consultants, the
Consultants shall reimburse to the Procuring Entity any excess
payment within thirty (30) days of receipt of a written claim of the
Procuring Entity. Any such claim by the Procuring Entity for
reimbursement must be made within twelve (12) calendar months after
receipt by the Procuring Entity of a final report and a final statement
approved by the Procuring Entity in accordance with Clause GC 6.4(d)
of this Contract.

Note 2: Where price is an evaluation criterion, the above

representations are not required, and the text set forth below should be
used as Clause SC 6.2(b)(i) in the SC.
(1) It is understood (i) that the remuneration rates shall cover (A)
such salaries and allowances as the Consultants shall have agreed
to pay to the Personnel as well as factors for social charges and
overhead, (B) the cost of backstopping by home office staff not
included in the Personnel listed in Appendix C, and (C) the
Consultants’ fee, (ii) other means of profit-sharing shall not be
allowed as an element of overhead, and (iii) that any rates
specified for persons not yet appointed shall be provisional and
shall be subject to revision, with the written approval of the
Procuring Entity, once the applicable salaries and allowances are
known.

(2) Remuneration for periods of less than one month shall be

calculated on an hourly basis for actual time spent in the
Consultants’ home office and directly attributable to the Services
(one hour being equivalent to 1/240th of a month) and on a
 74

calendar-day basis for time spent away from home office (one
day being equivalent to 1/30th of a month).

6.2(b)(ii) The rates for foreign [and local] Personnel are set forth in Appendix G
[and the rates for local Personnel, in Appendix H].

Note: Select the correct wording, depending on whether local

Personnel is paid in foreign or local currency—see Clause SC 6.3(b)
(i).

6.3(a) The foreign currency [currencies] shall be the following:

(i) [name of foreign currency]

(ii) [name of foreign currency]

6.3(b)(i) Remuneration for foreign [and local] Personnel shall be paid in foreign
currency [and remuneration for local Personnel shall be paid in local
currency].

Note: Select the correct wording—see Clause SC 6.2(b)(ii).

6.3(b)(ii) The reimbursable expenditures in foreign currency shall be the

following:

(1) a per diem allowance for each of the foreign or local Personnel
for every day in which such Personnel shall be outside the
location specified in appendix A for the purpose of the Services at
the daily rate specified in Appendix G;

(2) the following transportation costs:

(i) the cost of international transportation of the foreign

Personnel and, as specified below, eligible dependents of
the foreign Personnel, by the most appropriate means of
transport and the most direct practicable route to and from
the Consultants’ home office; in the case of air travel, this
shall be by less than first class;

(ii) for any foreign Personnel spending twenty-four (24)

consecutive months or more in the Republic of Rwanda, one
extra round trip will be reimbursed for every twenty-four
(24) months of assignment in the Republic of Rwanda.
Such Personnel will be entitled to such extra round trip only
if upon their return to the Republic of Rwanda, such
 75

Personnel are scheduled to serve for the purposes of the

Assignment for a further period of not less than six (6)
consecutive months;

(iii) the cost of transportation to and from the Republic of

Rwanda of eligible dependents who shall be the spouse and
not more than two (2) unmarried dependent children under
eighteen (18) years of age of those of the foreign Personnel
assigned to resident duty in the Republic of Rwanda for the
purpose of the Services for periods of twelve (12)
consecutive months or longer, provided that the stay of such
dependents in the Republic of Rwanda shall have been for
not less than three (3) consecutive months, duration. If the
assignment period for resident staff of the foreign Personnel
will be thirty (30) months or more, one extra economy class
air trip for their eligible dependents for every twenty-four
(24)-month assignment will be reimbursed;

(iv) for the air travel of each of the foreign Personnel, and each
eligible dependent, the cost of excess baggage up to twenty
(20) kilograms per person, or the equivalent in cost of
unaccompanied baggage or air freight; and

(v) miscellaneous travel expenses such as the cost of

transportation to and from airports, airport taxes, passport,
visas, travel permits, vaccinations, etc., at a fixed unit price
per round trip as specified in Appendix G;

(3) the cost of communications (other than those arising in the

Republic of Rwanda) reasonably required by the Consultants for
the purposes of the Services;

(4) the cost of printing, reproducing and shipping of the documents,

reports, drawings, etc. specified in Appendices A and B hereof;

(5) the cost of acquisition, shipment and handling of the following

equipment, instruments, materials and supplies required for the
Services: [amount];

(6) the cost of shipment of personal effects up to [amount];

(7) the cost of programming and use of, and communication between,
the computers for the purposes of the Services at the rate set forth
in Appendix G;

(8) the cost of training of the Procuring Entity personnel outside the
 76

Republic of Rwanda, as specified in Appendix G;

(9) the cost of laboratory tests on materials, model tests and other
technical services authorized or requested by the Procuring
Entity, as specified in Appendix G;

(10) the foreign currency cost of any subcontract required for the
Services and approved in writing by the Procuring Entity;

(11) the cost of items not covered in the foregoing but which may be
required by the Consultants for completion of the Services,
subject to the prior authorization in writing by the Procuring
Entity; and

(12) any such additional payments in foreign currency for properly

procured items as the Parties may have agreed upon pursuant to
the provisions of Clause GC 6.1(c).

Note: Items that are not applicable should be deleted; others may be
added.

6.3(b)(iii) The reimbursable expenditures in local currency shall be the following:

(1) a per diem allowance at a rate in local currency equivalent to

[name agreed foreign currency specified in Clause SC 6.1(b)] per day, for
each of the short-term foreign Personnel (i.e., with less than
twelve (12) months consecutive stay in the Republic of Rwanda
for the first ninety (90) days during which such Personnel shall be
in the Republic of Rwanda;

(2) a per diem allowance at a rate in local currency equivalent to

[name agreed foreign currency specified in Clause SC 6.1(b)] per day, for
each of the short-term foreign Personnel for each day in excess of
ninety (90) days during which such Personnel shall be in the
Republic of Rwanda;

(3) a living allowance for each of the long-term foreign Personnel

(twelve (12) months or longer consecutive stay in the Republic of
Rwanda) at the rates specified in Appendix H;

(4) the cost of the following locally procured items: local

transportation, office accommodations, camp facilities, camp
services, subcontracted services, soil testing, equipment rentals,
supplies, utilities and communication charges arising in the
Republic of Rwanda, all if and to the extent required for the
purpose of the Services, at rates specified in Appendix H;
 77

(5) the cost of equipment, materials and supplies to be procured

locally in the Republic of Rwanda as specified in Appendix H;

(6) the local currency cost of any subcontract required for the
Services and approved in writing by the Procuring Entity;

(7) any such additional payments in local currency for properly

procured items as the Parties may have agreed upon pursuant to
the provisions of Clause GC 6.1(c); and

(8) the cost of such further items as may be required by the

Consultants for the purpose of the Services, as agreed in writing
by the Procuring Entity.

Note: Items that are not applicable should be deleted; others may be
added, like e.g., a provision drafted along the lines of paragraph (2) of
Clause SC 6.3(b)(ii) in case local Personnel have to work for extended
time periods at considerable distance from their normal duty station.

6.4(e) The accounts are:

for foreign currency: [insert account]

for local currency: [insert account]

8.2 Disputes shall be settled by National Courts or arbitration.

Option for mediation:

“If the parties fail to resolve the dispute by the method of amicable settlement,
the dispute shall be submitted to mediation in accordance with Kigali
International Arbitration Centre mediation rules in force in a period of thirty (30)
days from the date the request for mediation was submitted”.

Parties agree to share equally the costs of the mediation but which shall not
include the expenses incurred by each party for its own legal representation.”

Option for litigation:

“If the parties cannot settle the dispute amicably or by mediation within
thirty (30) days after appointment of the mediators, the matter shall be
referred to national courts of competent jurisdiction.”
 78

Option for arbitration:

(i) “Any dispute or difference between the Parties as to the interpretation

or implementation of this Agreement or in respect of any matter or
thing arising under, out of or in connection with this Agreement that
cannot be settled by amicable settlement or mediation (when provided
for), shall be settled by arbitration in accordance with Kigali
International Arbitration Centre (KIAC) rules.

(ii) The number of arbitrators to the proceedings shall be …..(Choose the

number of arbitrators/can be one or three).

(iii) The seat for arbitration shall be ……… (Choose the seat).

(iv) The language for arbitration proceedings shall be …..(Choose the

language).

(v) The award rendered by the arbitrator(s) shall be final and binding and
shall be enforced by any Court of competent jurisdiction. The party
seeking enforcement shall be entitled to an award of all costs including
legal fees to be paid by the party against whom enforcement is
ordered.

In case the other party wishes to use a different arbitration mechanism

namely UNICTRAL, EACJ, or any other the Procuring Entity shall seek for
advice from the Ministry of Justice/Attorney General’s Office.
 79

MODEL FORM I

See Clause SC 6.2(b) (i)

Consulting Consultant: Country: Republic of Rwanda

Assignment: Date:

Consultants’ Representations Regarding Costs and Charges

We hereby confirm that (a) the basic salaries indicated below are taken from the consultant’s
payroll records and reflect the current salaries of the staff members listed which have not been
raised other than within the normal annual salary increase policy as applied to all the
consultant’s staff; (b) attached are true copies of the latest salary slips of the staff members
listed; (c) the away from headquarters allowances indicated below are those that the Consultants
have agreed to pay for this assignment to the staff members listed; (d) the factors listed below
for social charges and overhead are based on the consultant’s average cost experiences for the
latest three years as represented by the consultant’s financial statements; and (e) said factors for
overhead and social charges do not include any other means of profit-sharing.

(Expressed in [name of currency])

 80

Name Position Basic Salary per Social Overhead1 Away from

Working Charges1 Headquarters
Month/Day/Year Allowance
(a) (b) (c) (f)

etc.
1
Expressed as a percentage of (a).

[Name and legal status of Consulting Consultant]

Signature of Authorized Representative Date

Name:

Title:

Note: For field staff, use Basic Salary per Working Month; for home office staff, Basic Salary
per Working Day or Hour. For field staff, also fill in Away from Headquarters Allowance, if
any. This form (and the one on the next page) should not be part of the signed Contract but
should be executed by the Consultants separately. See Notes in Clause SC 6.2(b)(i).
 79

MODEL FORM II

See Notes to Form on preceding page and to Clause SC 6.2(b)(i)

Breakdown of Agreed Fixed Rates in Consultants’ Contract

We hereby confirm that we have agreed to pay to the staff members listed, who will be involved in this assignment, the basic
salaries and away from headquarters allowances (if applicable) indicated below:

(Expressed in [name of currency])

Name Position Basic Salary per Social Overhead1 Subtotal Fee2 Away from Agreed Fixed Rate Agreed
Working Charges1 Headquarters per Working Fixed
Month/Day/Year Allowance Month/Day/Hour Rate1
(a) (b) (c) (d) (e) (f) (g) (h)

etc.
1
Expressed as a percentage of (a).
2
Expressed as a percentage of (d).

Signature Date

Name:

Title:
 83

IV. Appendices

APPENDIX A—DESCRIPTION OF THE SERVICES

Give detailed descriptions of the Services to be provided, dates for completion of various
tasks, place of performance for different tasks, specific tasks to be approved by the
Procuring Entity, etc.

APPENDIX B—REPORTING REQUIREMENTS

List format, frequency, and contents of reports; persons to receive them; dates of
submission; etc. If no reports are to be submitted, state here “Not applicable.”

APPENDIX C—KEY PERSONNEL AND SUBCONSULTANTS

List under: C-1 Titles [and names, if already available], detailed job descriptions and
minimum qualifications of Key foreign Personnel to be assigned to
work in the Republic of Rwanda, and staff-months for each.

C-2 Same information as C-1 for Key local Personnel.

C-4 Same as C-1 for Key Personnel to be assigned to work outside the
Republic of Rwanda.

C-4 List of approved Subconsultants (if already available); same

information with respect to their Personnel as in C-1 through C-4.
 84

APPENDIX D—MEDICAL CERTIFICATE

Show here an acceptable form of medical certificate for foreign Personnel to be stationed in the
Republic of Rwanda. If there is no need for a medical certificate, state here “Not applicable.”

APPENDIX E—HOURS OF WORK FOR KEY PERSONNEL

List here the hours of work for Key Personnel; travel time to and from the Republic of Rwanda
for foreign Personnel (Clause GC 4.4(a)); entitlement, if any, to overtime pay, sick leave pay,
vacation leave pay, etc.

APPENDIX F—DUTIES OF THE PROCURING ENTITY

List under: F-1 Services, facilities and property to be made available to the Consultants
by the Procuring Entity.

F-2 Counterpart personnel to be made available to the Consultants by the

Procuring Entity.
 85

APPENDIX G—COST ESTIMATES IN FOREIGN CURRENCY

List hereunder cost estimates in foreign currency:

1. (a) Monthly rates for foreign Personnel (Key Personnel and other Personnel)
(b) Monthly rates for local Personnel (Key Personnel and other Personnel).
Note: This should be added if local Personnel is also being paid in foreign
currency.

2. Reimbursable expenditures
(a) Per diem allowances.
(b) Air transport for foreign Personnel.
(c) Air transport for dependents.
(d) Transport of personal effects.
(e) International communications.
(f) Printing of documents specified in Appendices A and B hereof.
(g) Acquisition of specified equipment and materials to be imported by the
Consultants and to be paid for by the Procuring Entity (including
transportation to the Republic of Rwanda).
(h) Other foreign currency expenditures, like use of computers, foreign training of
the Procuring Entity staff, various tests, etc.

APPENDIX H—COST ESTIMATES IN LOCAL CURRENCY

List hereunder cost estimates in local currency:

1. Monthly rates for local Personnel (Key Personnel and other Personnel)

2. Reimbursable expenditures as follows:

(a) Per diem rates for subsistence allowance for foreign short-term Personnel, plus
estimated totals.
(b) Living allowances for long-term foreign Personnel, plus estimated totals.
(c) Cost of local transportation.
(d) Cost of other local services, rentals, utilities, etc.
 86

ANNEX II
STANDARD FORM OF CONTRACT
FOR

Consultants’ Services, Lump-Sum

Remuneration
 87

CONTRACT FOR CONSULTANTS’ SERVICES

Lump-Sum Remuneration

Between

[name of the Procuring Entity]

and

[name of the Consultants]

Dated:
 88

8.3 Form of Contract

LUMP-SUM REMUNERATION

This CONTRACT (hereinafter called the “Contract”) is made the [day] day of the month of
[month], [year], between, on the one hand, [name of the Procuring Entity] (hereinafter called the
“Procuring Entity”) and, on the other hand, [name and legal status of consultants] (hereinafter
called the “Consultants”).

[Note: If the Consultants consist of more than one entity, the above should be partially
amended to read as follows: “…(hereinafter called the “Procuring Entity”) and, on the other
hand, a joint venture consisting of the following entities, each of which will be jointly and
severally liable to the Procuring Entity for all the Consultants’ obligations under this
Contract, namely, [name and legal status of consultants] and [name and legal status of consultants]
(hereinafter called the “Consultants”).]1

WHEREAS
(a) the Procuring Entity has requested the Consultants to provide certain
consulting services as defined in the General Conditions of Contract attached
to this Contract (hereinafter called the “Services”);

(b) the Consultants, having represented to the Procuring Entity that they have the
required professional skills, and personnel and technical resources, have
agreed to provide the Services on the terms and conditions set forth in this
Contract;

(c) the Procuring Entity has received [or has applied for] a loan from the [Insert the
name of the funding International Development Institution] (hereinafter called the
“Development Institution) [or a credit from the International Development
Association (hereinafter called the “Association”)] towards the cost of the
Services and intends to apply a portion of the proceeds of this loan [or credit] to
eligible payments under this Contract, it being understood (i) that payments by the
Development Institution will be made only at the request of the Procuring Entity
and upon approval by the Development Institution, (ii) that such payments will be
subject, in all respects, to the terms and conditions of the agreement providing for
the loan [or credit], and (iii) that no party other than the Procuring Entity shall
derive any rights from the agreement providing for the loan [or credit] or have any
claim to the loan [or credit] proceeds;

Or (c ) the Procuring Entity has received Governmental funds and intends _______
Or (c) the Procuring Entity has decided to allocate a portion of its own budget to
finance ________

1
Text in brackets is optional; all notes should be deleted in final text.
 89

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;

(b) The Special Conditions of Contract;
(c) The following Appendices: [Note: If any of these Appendices are not used, the
words “Not Used” should be inserted below next to the title of the Appendix and
on the sheet attached hereto carrying the title of that Appendix.]

Appendix A: Description of the Services Not used

Appendix B: Reporting Requirements Not used
Appendix C: Key Personnel and Subconsultants Not used
Appendix D: Breakdown of Contract Price in Foreign Currency Not used
Appendix E: Breakdown of Contract Price in Local Currency Not used
Appendix F: Services and Facilities Provided by the Procuring Entity ___ Not used

2. The mutual rights and obligations of the Procuring Entity and the Consultants shall be
as set forth in the Contract, in particular:

(a) The Consultants shall carry out the Services in accordance with the provisions
of the Contract; and
(b) the Procuring Entity shall make payments to the Consultants 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.
 90

For and on behalf of [name of the Procuring Entity]

[Authorized Representative]

For and on behalf of [name and legal status of consultants]

[Authorized Representative]

[Note: If the Consultants consist of more than one entity, all these entities should appear as
signatories, e.g., in the following manner:]

For and on behalf of each of the Members of the Consultants

[name and legal status of member]

[Authorized Representative]

[name and legal status of member]

[Authorized Representative]
 91

2 General Conditions of Contract

1. GENERAL PROVISIONS

1.1 Definitions

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
Republic of Rwanda, as they may be issued and in force from time to time;

(b) “Contract” means the Contract signed by the Parties, to which these General Conditions of
Contract (GC) are attached, together with all the documents listed in Clause 1 of such signed
Contract;

(c) “Contract Price” means the price to be paid for the performance of the Services, in
accordance with Clause 6;

(d) “Foreign Currency” means any currency other than the currency of the Republic of Rwanda;

(e) “GC” means these General Conditions of Contract;

(f) “Government” means the Government of the Republic of Rwanda;

(g) “Local Currency” means the currency of the Republic of Rwanda;

(h) “Member,” in case the Consultants consist of a joint venture of more than one entity, means
any of these entities; “Members” means all these entities, and “Member in Charge” means the
entity specified in the SC to act on their behalf in exercising all the Consultants’ rights and
obligations towards the Procuring Entity under this Contract;

(i) “Party” means the Procuring Entity or the Consultants, as the case may be, and “Parties”
means both of them;

(j) “Personnel” means persons hired by the Consultants or by any Subconsultant as employees
and assigned to the performance of the Services or any part thereof;

(k) “SC” means the Special Conditions of Contract by which the GC may be amended or
supplemented;

(l) “Services” means the work to be performed by the Consultants pursuant to this Contract, as
described in Appendix A; and

(m) “Subconsultant” means any entity to which the Consultants subcontract any part of the
 92

Services in accordance with the provisions of Clauses 3.5 and 4.

1.2 Law Governing the Contract

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

1.3 Language

This Contract has been executed in the language specified in the SC, which shall be the binding
and controlling language for all matters relating to the meaning or interpretation of this Contract.

1.4 Notices

Any notice, request, or consent made pursuant to this Contract shall be in writing and shall be
deemed to have been made when delivered in person to an authorized representative of the Party to
whom the communication is addressed, or when sent by registered mail, telex, telegram, or
facsimile to such Party at the address specified in the SC.

1.5 Location

The Services shall be performed at such locations as are specified in Appendix A and, where the
location of a particular task is not so specified, at such locations, whether in the Republic of
Rwanda or elsewhere, as the Procuring Entity may approve.

1.6 Authorized Representatives

Any action required or permitted to be taken, and any document required or permitted to be
executed, under this Contract by the Procuring Entity or the Consultants may be taken or executed
by the officials specified in the SC.

1.7 Taxes and Duties

Unless otherwise specified in the SC, the Consultants, Subconsultants, and their Personnel shall
pay such taxes, duties, fees, and other impositions as may be levied under the Applicable Law, the
amount of which is deemed to have been included in the Contract Price.

2. COMMENCEMENT, COMPLETION, MODIFICATION, AND TERMINATION OF

CONTRACT

2.1 Effectiveness of Contract

This Contract shall come into effect on the date the Contract is signed by both parties or such other
later date as may be stated in the SC.
2.2 Commencement of Services
 93

The Consultants shall begin carrying out the Services thirty (30) days after the date the Contract
becomes effective, or at such other date as may be specified in the SC.

2.3 Expiration of Contract

Unless terminated earlier pursuant to Clause 2.6, this Contract shall terminate at the end of such time
period after the Effective Date as is specified in the SC.

2.4 Modification

Modification of the terms and conditions of this Contract, including any modification of the scope of
the Services or of the Contract Price, may only be made by written agreement between the Parties
and shall not be effective until the consent of the funding Development Institution, as the case may
be, has been obtained.

2.5 Force Majeure

2.5.1 Definition

For the purposes of this Contract, “Force Majeure” means an event which is beyond the reasonable
control of a Party and which makes a Party’s performance of its obligations under the Contract
impossible or so impractical as to be considered impossible under the circumstances.

2.5.2 No Breach of Contract

The failure of a Party to fulfill any of its obligations under the contract 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 (a) has taken all reasonable precautions,
due care and reasonable alternative measures in order to carry out the terms and conditions of this
Contract, and (b) has informed the other Party as soon as possible about the occurrence of such an
event.

2.5.3 Extension of Time

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.

2.5.4 Payments

During the period of their inability to perform the Services as a result of an event of Force Majeure,
the Consultants shall be entitled to continue to be paid under the terms of this Contract, as well as to
be reimbursed for additional costs reasonably and necessarily incurred by them during such period
for the purposes of the Services and in reactivating the Service after the end of such period.
 94

2.6 Termination

2.6.1 By the Procuring Entity

The Procuring Entity may terminate this Contract, by not less than thirty (30) days’ written notice of
termination to the Consultants, to be given after the occurrence of any of the events specified in
paragraphs (a) through (d) of this Clause 2.6.1 and sixty (60) days’ in the case of the event referred to
in (e):

(a) if the Consultants do not remedy a failure in the performance of their obligations under the
Contract, within thirty (30) days after being notified or within any further period as the
Procuring Entity may have subsequently approved in writing;

(b) if the Consultants become insolvent or bankrupt;

(c) if, as the result of Force Majeure, the Consultants are unable to perform a material portion of
the Services for a period of not less than sixty (60) days; or

(d) if the consultant, in the judgment of the Procuring Entity has engaged in corrupt or fraudulent
practices in competing for or in executing the Contract.
For the purpose of this clause:
“corrupt practice” means the offering, giving, receiving, or soliciting of any thing of value to
influence the action of a public official in the selection process or in contract execution.
“fraudulent practice” means a misrepresentation of facts in order to influence a selection
process or the execution of a contract to the detriment of the Procuring Entity, and includes
collusive practice among consultants (prior to or after submission of proposals) designed to
establish prices at artificial non-competitive levels and to deprive the Procuring Entity of the
benefits of free and open competition.
(e) if the Procuring Entity, in its sole discretion, decides to terminate this Contract.

2.6.2 By the Consultants

The Consultants may terminate this Contract, by not less than thirty (30) days’ written notice to the
Procuring Entity, such notice to be given after the occurrence of any of the events specified in
paragraphs (a) and (b) of this Clause 2.6.2:

(a) if the Procuring Entity fails to pay any monies due to the Consultants pursuant to this Contract
and not subject to dispute pursuant to Clause 7 within forty-five (45) days after receiving
written notice from the Consultants that such payment is overdue; or

(b) if, as the result of Force Majeure, the Consultants are unable to perform a material portion of
the Services for a period of not less than sixty (60) days.
 95

2.6.3 Payment upon Termination

Upon termination of this Contract pursuant to Clauses 2.6.1 or 2.6.2, the Procuring Entity shall make
the following payments to the Consultants:

(a) remuneration pursuant to Clause 6 for Services satisfactorily performed prior to the effective
date of termination;

(b) except in the case of termination pursuant to paragraphs (a) and (b) of Clause 2.6.1,
reimbursement of any reasonable cost incident to the prompt and orderly termination of the
Contract, including the cost of the return travel of the Personnel and their eligible dependents.

3. OBLIGATIONS OF THE CONSULTANTS

 96

3.1 General

The Consultants shall perform the Services and carry out their obligations with all due diligence,
efficiency, and economy, in accordance with generally accepted professional techniques and
practices, and shall observe sound management practices, and employ appropriate advanced
technology and safe methods. The Consultants shall always act, in respect of any matter relating to
this Contract or to the Services, as faithful advisers to the Procuring Entity, and shall at all times
support and safeguard the Procuring Entity legitimate interests in any dealings with Subconsultants
or third parties.

3.2 Conflict of Interests

3.2.1 Consultants Not to Benefit from Commissions, Discounts, etc.

The remuneration of the Consultants pursuant to Clause 6 shall constitute the Consultants’ sole
remuneration in connection with this Contract or the Services, and the Consultants shall not accept
for their own benefit any trade commission, discount, or similar payment in connection with
activities pursuant to this Contract or to the Services or in the discharge of their obligations under
the Contract, and the Consultants shall use their best efforts to ensure that the Personnel, any
Subconsultants, and agents of either of them similarly shall not receive any such additional
remuneration.

3.2.2 Consultants and Affiliates not to be otherwise interested in the assignment

The Consultants agree that, during the term of this Contract and after its termination, the
Consultants and their affiliates, as well as any Subconsultant and any of its affiliates, shall be
disqualified from providing goods, works, or services (other than the Services and any continuation
thereof) for any assignment resulting from or closely related to the Services.

3.2.3 Prohibition of Conflicting Activities

Neither the Consultants nor their Subconsultants nor the Personnel shall engage, either directly or
indirectly, in any of the following activities:

(a) during the term of this Contract, any business or professional activities in the Republic of
Rwanda or any other country which would conflict with the activities assigned to them under
this Contract; or

(b) after the termination of this Contract, such other activities as may be specified in the SC.

3.3 Confidentiality

The Consultants, their Subconsultants, and the Personnel of either of them shall not, either during
the term or within two (2) years after the expiration of this Contract, disclose any proprietary or
confidential information relating to the Assignment, the Services, this Contract, or the Procuring
Entity business or operations without the prior written consent of the Procuring Entity.
 97

3.4 Insurance to be Taken Out by the Consultants

The Consultants (a) shall take out and maintain, and shall cause any Subconsultants to take out and
maintain, at their (or the Subconsultants’, as the case may be) own cost but on terms and conditions
approved by the Procuring Entity, insurance against the risks, and for the coverage, as shall be
specified in the SC; and (b) at the Procuring Entity request, shall provide evidence to the Procuring
Entity showing that such insurance has been taken out and maintained and that the current
premiums have been paid.

3.5 Consultants’ Actions Requiring the Procuring Entity Prior Approval

The Consultants shall obtain the Procuring Entity prior approval in writing before taking any of the
following actions:

(a) entering into a subcontract for the performance of any part of the Services,

(b) appointing such members of the Personnel not listed by name in Appendix C (“Key Personnel
and Subconsultants”), and

(c) any other action that may be specified in the SC.

3.6 Reporting Obligations

The Consultants shall submit to the Procuring Entity the reports and documents specified in
Appendix B in the form, in the numbers, and within the periods set forth in the said Appendix.

3.7 Documents Prepared by the Consultants to Be the Property of the Procuring Entity

All plans, drawings, specifications, designs, reports, and other documents and software submitted by
the Consultants in accordance with Clause 3.6 shall become and remain the property of the
Procuring Entity, and the Consultants shall, not later than upon termination or expiration of this
Contract, deliver all such documents and software to the Procuring Entity, together with a detailed
inventory thereof. The Consultants may retain a copy of such documents and software. Restrictions
about the future use of these documents, if any, shall be specified in the SC.

4. CONSULTANTS’ PERSONNEL

4.1 Description of Personnel

The titles, agreed job descriptions, minimum qualifications, and estimated periods of engagement in
the carrying out of the Services of the Consultants’ Key Personnel are described in Appendix C. The
Key Personnel and Subconsultants listed by title as well as by name in Appendix C are hereby
approved by the Procuring Entity.

4.2 Removal and/or Replacement of Personnel

 98

(a) Except as the Procuring Entity may otherwise agree, no changes shall be made in the Key
Personnel. If, for any reason beyond the reasonable control of the Consultants, it becomes
necessary to replace any of the Key Personnel, the Consultants shall provide as a replacement a
person of equivalent or better qualifications.

(b) If the Procuring Entity finds that any of the Personnel have (i) committed serious misconduct or
have been charged with having committed a criminal action, or (ii) have reasonable cause to be
dissatisfied with the performance of any of the Personnel, then the Consultants shall, at the
Procuring Entity written request specifying the grounds thereof, provide as a replacement a
person with qualifications and experience acceptable to the Procuring Entity.

(c) The Consultants shall have no claim for additional costs arising out of or incidental to any
removal and/or replacement of Personnel.

5. OBLIGATIONS OF THE PROCURING ENTITY

5.1 Assistance and Exemptions

The Procuring Entity shall use its best efforts to ensure that the Government shall provide the
Consultants such assistance and exemptions as specified in the SC.

5.2 Change in the Applicable Law

If, after the date of this Contract, there is any change in the Applicable Law with respect to taxes
and duties which increases or decreases the cost of the services rendered by the Consultants, then
the remuneration and reimbursable expenses otherwise payable to the Consultants under this
Contract shall be increased or decreased accordingly by agreement between the Parties, and
corresponding adjustments shall be made to the amounts referred to in Clauses 6.2 (a) or (b), as the
case may be.d

5.3 Services and Facilities

The Procuring Entity shall make available to the Consultants the Services and Facilities listed under
Appendix F.

6. PAYMENTS TO THE CONSULTANTS

6.1 Lump-Sum Remuneration

The Consultant’s total remuneration shall not exceed the Contract Price and shall be a fixed lump-
sum including all staff costs, Subconsultants’ costs, printing, communications, travel,
accommodation, and the like, and all other costs incurred by the Consultant in carrying out the
Services described in Appendix A. Except as provided in Clause 5.2, the Contract Price may only be
 99

increased above the amounts stated in Clause 6.2 if the Parties have agreed to additional payments in
accordance with Clause 2.4.

6.2 Contract Price

(a) The price payable in foreign currency is set forth in the SC.

(b) The price payable in local currency is set forth in the SC.

6.3 Payment for Additional Services

For the purpose of determining the remuneration due for additional services as may be agreed under
Clause 2.4, a breakdown of the lump-sum price is provided in Appendices D and E.

6.4 Terms and Conditions of Payment

Payments will be made to the account of the Consultants and according to the payment schedule
stated in the SC. Unless otherwise stated in the SC, the first payment shall be made against the
provision by the Consultants of a bank guarantee for the same amount, and shall be valid for the
period stated in the SC. Any other payment shall be made after the conditions listed in the SC for
such payment have been met, and the Consultants have submitted an invoice to the Procuring Entity
specifying the amount due.

7. SETTLEMENT OF DISPUTES

7.1 Amicable Settlement

The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection
with this Contract or its interpretation.

7.2 Dispute Settlement

Any dispute between the Parties as to matters arising pursuant to this Contract that cannot be settled
amicably within thirty (30) days after receipt by one Party of the other Party’s request for such
amicable settlement may be submitted by either Party for settlement in accordance with the
provisions specified in the SC.
 101

III. Special Conditions of Contract

 102

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

Clause2 Conditions of Contract

[1.1(a)

[1.1(i) The Member in Charge is [name and legal status of Member].]

1.3 The language is [specify English or, French].

1.4 The addresses are:

Procuring Entity:________________________________________
Attention:
Telex:
Facsimile:

Consultants:
Attention:
Telex:
Facsimile:

1.6 The Authorized Representatives are:

For the Procuring Entity:

For the Consultants:

1.7 The Procuring Entity warrants that the Consultants and their Personnel (as
well as the Subconsultants and their Personnel) shall be exempt from any
taxes, duties, fees, levies, and other impositions levied, under the
Applicable Law, on the Consultants and the Personnel in respect of:

(a) any payments made to the Consultants, Subconsultants, and the

Personnel of either of them (other than nationals of the Government
or permanent residents of the Republic of Rwanda), in connection
with the carrying out of the Services;

(b) any equipment, materials, and supplies brought into the Republic of
Rwanda by the Consultants or Subconsultants for the purpose of
carrying out the Services and which, after having been brought into
such territories, will be subsequently withdrawn therefrom by them;

(c) any equipment imported for the purpose of carrying out the Services
and paid for out of funds provided by the Procuring Entity and
which is treated as property of the Procuring Entity
2
Clauses in brackets are optional; all notes should be deleted in final text.
III. Special Conditions of Contract 103

(d) any property brought into the Republic of Rwanda by the

Consultants, any Subconsultants, and the Personnel of either of them
(other than nationals of the Republic of Rwanda or permanent
residents of the Republic of Rwanda) for their personal use and
which will subsequently be withdrawn therefrom by them upon their
respective departure from the Government’s country.

The Consultants must be informed about which alternative the Procuring

Entity wishes to apply before they are to submit their financial proposal.
If they are liable to any taxes, duties, fees, levies and/or any other
impositions, the Consultants should be provided with the information
necessary to allow them to calculate their approximate liability for the
applicable taxes, duties and impositions

[2.1 The date on which this Contract shall come into effect is [date].

Note: The date may be specified by reference to conditions of

effectiveness of the Contract, such as approval of the Contract by the
funding Development Institution, (see Clause 6.4), etc.]

[2.2 The date for the commencement of Services is [date].]

2.3 The period shall be [length of time].

Note: Fill in the period, e.g., twenty-four (24) months or such other
period as the parties may agree in writing.

[3.2.1 Note: The following should be inserted in the SC or alternatively in

Appendix A if the Consultants are advising the Procuring Entity on the
procurement of goods, works, or services:

“Procurement Rules of Funding Agencies

Furthermore, if the Consultants, as part of the Services, have the

responsibility of advising the Procuring Entity on the procurement of
goods, works, or services, the Consultants shall comply with any
applicable procurement guidelines of the funding Development
Institution, as the case may be, and other funding agencies and shall at all
times exercise such responsibility in the best interest of the Procuring
Entity.

[3.2.3 Note: It is essential that Consultants who advise Procuring entities on

the privatization of state-owned enterprises or other assets (or on related
problems), be prohibited from “switching sides” upon completion of their
III. Special Conditions of Contract 104

assignment and then either appearing as purchaser of these

enterprises/assets or advising potential purchasers in this context. In
these situations, the following provision must be added to Clause 3.2.3:

“For a period of two years after the expiration of this Contract, the
Consultants shall not engage, and shall cause their Personnel as well as
their Subconsultants and their Personnel not to engage, in the activity of a
purchaser (directly or indirectly) of the assets on which they advised the
Procuring Entity under this Contract, nor shall they engage in the activity
of an adviser (directly or indirectly) of potential purchasers of such
assets.”

3.4 The risks and coverage shall be:

(i) Third Party motor vehicle

(ii) Third Party liability

(iii) Employer’s liability and workers’ compensation

(iv) Professional liability

(v) Loss or damage to equipment and property

[3.5(c) Note: Delete where not applicable.

The other actions are .]

[3.7 Note: If there is to be no restriction on the future use of these documents

by either Party, this Clause 3.7 should be deleted from the SC. If the
Parties wish to restrict such use, any of the following options—or any
other option agreed to by the Parties—may be used, such as the
following:

 “The Consultants shall not use these documents for purposes

unrelated to this Contract without the prior written approval of the
Procuring Entity.”

 “The Procuring Entity shall not use these documents for purposes
unrelated to this Contract without the prior written approval of the
Consultants.”

 “Neither Party shall use these documents for purposes unrelated to

this Contract without the prior written approval of the other Party.”
III. Special Conditions of Contract 105

[5.1 Note: List here any assistance or exemptions that the Procuring Entity
may provide under Clause 5.1. If there is no such assistance or
exemptions, state “not applicable.”

6.2(a) The amount in foreign currency or currencies is [insert amount].

6.2(b) The amount in local currency is [insert amount].

6.4 The accounts are:

for foreign currency: [insert account]

for local currency: [insert account]

Payments shall be made according to the following schedule:

Note: (a) the following instalments are indicative only;

 Twenty (20) percent of the Contract Price shall be paid on the

commencement date against the submission of a bank guarantee for
the same.

 Ten (10) percent of the lump-sum amount shall be paid upon

submission of the inception report.

 Twenty-five (25) percent of the lump-sum amount shall be paid upon

submission of the interim report.

 Twenty-five (25) percent of the lump-sum amount shall be paid upon

submission of the draft final report.

 Twenty (20) percent of the lump-sum amount shall be paid upon

approval of the final report.

 The bank guarantee shall be released when the total payments reach
fifty (50) percent of the lump-sum amount.

Note: This sample clause should be specifically drafted for each

contract.

6.5 Payment shall be made within [number] days of receipt of the invoice and
the relevant documents specified in Clause 6.4, and within [number] days
in the case of the final payment.
Note: specify, e.g., “forty-five (45) days,” and, in the case of the last
payment, “sixty (60) days.”
III. Special Conditions of Contract 106

7.2 Any dispute, controversy, or claim arising out of or relating to this

contract, or the breach, termination, or invalidity thereof, shall be settled
by arbitration in accordance with the UNCITRAL Arbitration Rules as at
present in force.

Note: If the Consultant is a national of the Republic of Rwanda, this

provision should be modified and referred to the Republic of Rwanda
rules for settlement of disputes.
 107

IV. Appendices

APPENDIX A—DESCRIPTION OF THE SERVICES

Give detailed descriptions of the Services to be provided, dates for completion of various
tasks, place of performance for different tasks, specific tasks to be approved by the
Procuring Entity, etc.

APPENDIX B—REPORTING REQUIREMENTS

List format, frequency, and contents of reports; persons to receive them; dates of
submission; etc. If no reports are to be submitted, state here “Not applicable.”

APPENDIX C—KEY PERSONNEL AND SUBCONSULTANTS

List under: C-1 Titles [and names, if already available], detailed job descriptions
and minimum qualifications of foreign Personnel to be assigned to
work in the Republic of Rwanda, and staff-months for each.

C-2 Same as C-1 for Key foreign Personnel to be assigned to work

outside the Republic of Rwanda.

C-3 List of approved Subconsultants (if already available); same

information with respect to their Personnel as in C-1 or C-2.

C-4 Same information as C-1 for Key local Personnel.

Sample Contract: Small Assignments - Lump Sum Payments 108

APPENDIX D—BREAKDOWN OF CONTRACT PRICE IN FOREIGN CURRENCY

List here the elements of cost used to arrive at the breakdown of the lump-sum price—
foreign currency portion:

1. Monthly rates for Personnel (Key Personnel and other Personnel).

2. Reimbursable expenditures.

This appendix will exclusively be used for determining remuneration for additional
services.

APPENDIX E—BREAKDOWN OF CONTRACT PRICE IN LOCAL CURRENCY

List here the elements of cost used to arrive at the breakdown of the lump-sum price—
local currency portion:

1. Monthly rates for Personnel (Key Personnel and other Personnel).

2. Reimbursable expenditures.

This appendix will exclusively be used for determining remuneration for additional
services.

APPENDIX F—SERVICES AND FACILITIES PROVIDED BY THE PROCURING ENTITY

Sample Contract: Small Assignments - Lump Sum Payments 109

Bibonywe kugira ngo Seen to be annexed to Vu pour être annexé à

bishyirwe ku mugereka Ministerial Order l’Arrêté Ministériel No
w’Iteka rya Minisitiri No N°……………….of................... ….. du …….. portant
…… ryo ku establishing regulations on réglementation des
wa ............. rishyiraho public procurement, marchés publics, des
amabwiriza agenga Standard Bidding Documents dossiers types d’appels
amasoko ya Leta, and Standard Contracts d’offres et contrats types
ibitabo by’amabwiriza
agenga ipiganwa
n’amasezerano
by’icyitegererezo

Kigali, ............................................................

GATETE Claver GATETE Claver GATETE Claver

Minisitiri w’Imari Minister of Finance and Ministre des Finances et de
n’Igenamigambi Economic Planning la Planification Economique

Bibonywe kandi Seen and sealed with the Vu et scellé du Sceau de la

bishyizweho Ikirango cya Seal of the Republic: République:
Repubulika:

BUSINGYE Johnston BUSINGYE Johnston BUSINGYE Johnston

Minisitiri Minister of Justice/Attorney Ministre de la Justice/Garde
w’Ubutabera/Intumwa General des Sceaux
Nkuru ya Leta