BD: Modern Grain Storage Facilities - P120583
| Published November 11, 2015
Ca Firm For Independent Internal Audit
Contract for Consultant's Services
ProjectName: Modern Food Storage Facilities Project (MFSP)
ContractNo. Package SD-26, CA firm for Independent Internal Audit
Directorate General of Food
Represented by Project Director, MFSP
MABS & J PartnersChartered Accountants
This CONTRACT(hereinafter called the "Contract")is made the 15 day of the month of October 2015, between, on the one hand, Directorate General of Food(hereinafter called the "Client") and, on the other hand, MABS& J Partners Chartered Accountants (hereinafter called the "Consultant").
(a) the Client has requested the Consultant to provide certain consultingservices as defined in this Contract (hereinafter called the "Services");
(b) the Consultant, having represented to the Client that it has the requiredprofessional skills, expertise and technical resources, has agreed to provide the Services on the terms and conditions set forthinthis Contract;
(c) the Client has received a credit from the International Development Association (IDA)toward the cost of the Services and intends to apply a portion of theproceeds of this credit to eligible payments under this Contract, it beingunderstood that (i) payments by the Bank will be madeonly at the request of the Client and upon approval by the Bank; (ii) such payments will be subject, in all respects, to the termsand conditions of the financing agreement, including prohibitions of withdrawal from the credit account for the purpose of anypayment to persons or entities, or for any import of goods, if such payment or import, to the knowledge of the Bank, is prohibitedby the decision of the United Nations Securitycouncil taken under Chapter VII of the Charter of the United Nations;and (iii) noparty other than the Client shall derive any rights fromthe financing agreement or have any claim to the creditproceeds;
NOW THEREFORE the parties hereto hereby agree asfollows:
1. The following documents attachedhereto shall be deemed to form an integral part of this Contract:
(a) The General Conditions of Contract(including Attachment 1 "Bank Policy ?Corrupt and Fraudulent Practices);
(b) The Special Conditions of Contract;
AppendixA: Terms of Reference
AppendixB: Key Experts
AppendixC: Breakdown of Contract Price
AppendixD: Form of Advance Payments Guarantee
In the event of any inconsistency between thedocuments, the following order of precedence shall prevail: the Special Conditions of Contract; the General Conditions of Contract,including Attachment 1; Appendix A; Appendix B; Appendix C; Appendix D. Any reference to this Contract shall include, where thecontext permits, a reference to its Appendices.
2. The mutual rights and obligations of the Client and theConsultant shall be as set forth in the Contract, in particular:
(a) the Consultant shall carry out the Services inaccordance with the provisions of the Contract; and
(b) the Client shall make payments to the Consultant inaccordance with the provisions of the Contract.
IN WITNESS WHEREOF, the Parties hereto havecaused this Contract to be signed in their respective names as of the day and year first abovewritten.
For and on behalf of Client :
Md. Gazi Ur Rahman
Project Director (Joint Secretary)
Modern Food Storage Facilities Project (MFSP)
For and on behalf of Consultant:
MABS & J Partners Chartered Accountants
I. General Conditions ofContractA. GeneralProvisions
1.1. Unless the context otherwise requires, thefollowing terms whenever used in this Contract have the following meanings:
(a) "ApplicableGuidelines" means Guidelines forSelection and Employment of Consultants under IBRD Loans and IDA Credits & Grants by World BankBorrowers, dated January 2011.
(b) "ApplicableLaw" means the laws and any otherinstruments having the force of lawin the Client's country, or in such other country as may be specifiedin the Special Conditions of Contract (SCC), as they may be issued and in force from time totime.
(c) "Bank" means theInternational Bank for Reconstruction and Development (IBRD) or the International Development Association (IDA).
(d) "Borrower" meansthe Government, Government agency or other entity that signs the financing agreement with the Bank.
(e) "Client" meansthe implementing agency that signs the Contract for the Services with the Selected Consultant.
(f) "Consultant" means a legally-established professional consulting firm or entity selected by the Client to providethe Services under the signed Contract.
(g) "Contract" means the legally binding written agreement signed between the Client and the Consultant and which includes all the attached documentslisted in its paragraph 1 of the Form of Contract (the General Conditions (GCC), the Special Conditions (SCC), and theAppendices).
(h) "Day" means a working day unless indicated otherwise.
(i) "Effective Date" means the date on which thisContract comes into force and effect pursuant to Clause GCC 11.
(j) "Experts" means, collectively, Key Experts, Non-Key Experts, or any otherpersonnel of the Consultant, Sub-consultant or JV member(s) assigned bythe Consultant to perform the Services or any part thereofunder the Contract.
(k) "Foreign Currency" means any currency other thanthe currency of the Client's country.
(l) "GCC" means these General Conditions ofContract.
(m) "Government" means the government of the Client'scountry.
(n) "Joint Venture(JV)" means an association with or without a legal personality distinct from that of its members, of more than one entity where onemember has the authority to conduct all businesses for and on behalf of any and all the members of the JV, and where the members ofthe JV are jointly and severally liable to the Client for the performance of the Contract.
(o) "Key Expert(s)"means an individual professional whose skills, qualifications, knowledge and experience are critical to the performance of theServices under the Contract and whose Curricula Vitae (CV) was taken into account in the technical evaluation of the Consultant'sproposal.
(p) "Local Currency" means the currency of theClient's country.
(q) "Non-KeyExpert(s)" means an individual professional provided by the Consultant or its Sub-consultant to perform the Services or any partthereof under the Contract.
(r) "Party" means the Client or the Consultant, as the case may be, and "Parties" means both ofthem.
(s) "SCC"means the Special Conditions of Contract bywhich the GCC may be amended or supplemented but not over-written.
(t) "Services" means the work to be performed by theConsultant pursuant to this Contract, as described in Appendix A hereto.
(u) "Sub-consultants" means an entity to whom/which theConsultant subcontracts any part of the Services while remaining solely liable forthe execution of the Contract.
(v) "Third Party" means any person or entity otherthan the Government, the Client, the Consultant or a Sub-consultant.
2. Relationship between the Parties
2.1. Nothing containedherein shall be construed asestablishing a relationship of master and servant or of principal and agent as between the Client and the Consultant. The Consultant, subject to this Contract, has complete charge of the Experts andSub-consultants, if any, performing the Services and shall be fully responsible for the Services performed by them or on theirbehalf hereunder.
3. Law Governing Contract
3.1. This Contract, its meaning and interpretation,and the relation between the Parties shall be governed by the Applicable Law.
4.1. This Contract has been executed in the languagespecified in the SCC, which shall be the binding and controllinglanguage for allmatters relating to the meaning or interpretation ofthis Contract.
5.1. The headings shall not limit, alter or affectthe meaning of this Contract.
6.1. Any communicationrequired or permitted to begiven or made pursuant to this Contract shall be in writing in the language specified in Clause GCC 4. Any suchnotice, request orconsent shall be deemed to have been given or madewhen delivered in person to an authorized representative of the Partyto whom thecommunication is addressed, or when sent to such Party atthe address specified in the SCC.
6.2. A Party may change its address for noticehereunder by giving the other Party any communication of such change to the address specified in the SCC.
7.1. The Services shall be performed at suchlocations as are specified in Appendix A hereto and, where the location of a particulartask is not so specified, at such locations, whether in the Government's country or elsewhere, as the Client mayapprove.
8. Authority of Member in Charge
8.1. In case the Consultant is a Joint Venture, themembers hereby authorize the member specified in the SCC to act on their behalf inexercising all the Consultant's rights and obligations towards the Client under this Contract, including without limitation thereceiving of instructions and payments from the Client.
9. Authorized Representatives
9.1. Any action required or permitted to be taken,and any document required or permitted to be executed under this Contract by the Client or the Consultant may be taken or executedby the officials specified in the SCC.
10. Corrupt and FraudulentPractices
10.1. The Bank requirescompliance with its policy in regard to corrupt andfraudulentpractices as set forth in Attachment 1 to the GCC.
a. Commissions and Fees
10.2. The Client requires the Consultant to disclose any commissions, gratuities or fees that may have been paid orare to be paid to agents or anyother party with respect to the selection process or execution of the Contract. Theinformation disclosed must include at least the name and address of the agent or other party, the amount and currency,and thepurpose of the commission, gratuity or fee. Failure to disclose such commissions, gratuities or fees may result in termination ofthe Contract and/or sanctions by the Bank.
B. Commencement, Completion,Modification and Termination of Contract11. Effectiveness ofContract
11.1. This Contract shall come into force andeffect on the date (the"Effective Date") of the Client's notice to the Consultant instructing the Consultant to begin carrying out the Services. This notice shall confirm that the effectiveness conditions, if any, listed in the SCC have been met.
12. Termination of Contract forFailure to Become Effective
12.1. If this Contract has not become effective within such time periodafter the date of Contract signature as specified in the SCC, either Party may, by notless than twenty two (22) days written notice to theother Party, declare this Contract to be null and void, and in the event ofsuch a declaration by either Party, neither Party shall have any claim against the other Party with respecthereto.
13. Commencement ofServices
13.1. The Consultant shall confirm availability of Key Experts and begincarrying out the Services not later than the number of days after the Effective Date specified in the SCC.
14.1. Unless terminated earlier pursuant to Clause GCC 19 hereof, thisContract shall expire at the end of such time period after the Effective Date as specified in the SCC.
15.1. This Contract contains all covenants, stipulations and provisionsagreed by the Parties. No agent or representative of either Party hasauthority tomake, and the Parties shall not be bound by or be liablefor, any statement, representation, promise or agreement not set forthherein.
16. Modifications orVariations
16.1. Any modification or variation of the terms and conditions of thisContract, including any modification or variation of the scope of the Services, may only be madeby written agreement between theParties. However, each Party shall give due consideration to any proposals for modification or variation made by the otherParty.
16.2. In cases of substantial modifications or variations, the prior writtenconsent of the Bank is required.
17.1. Forthe purposes of this Contract, "ForceMajeure" means an event which is beyond the reasonable control of a Party, is not foreseeable, is unavoidable, and makes a Party'sperformance of its obligations hereunderimpossible or so impractical as reasonably to be considered impossible under thecircumstances, and subject to those requirements, includes, but is not limited to, war, riots, civil disorder, earthquake,fire,explosion, storm, flood or other adverse weather conditions, strikes,lockouts or other industrial action confiscation or anyother action by Government agencies.
17.2. Force Majeure shall not include (i) any eventwhich is caused by the negligence or intentional action of a Party or such Party's Experts, Sub-consultants or agents or employees,nor (ii) any event which a diligentParty could reasonably have been expected to both take into account at the time of theconclusion of this Contract, and avoid or overcome in the carrying out of its obligations hereunder.
17.3. Force Majeure shall not include insufficiency offunds or failure to makeany payment required hereunder.
b. No Breach of Contract
17.4. Thefailure of a Party to fulfill any of itsobligations hereunder shall not be considered to be a breach of, or default under, this Contract insofar as such inability arisesfrom an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due careand reasonable alternative measures, all with theobjective of carrying out the terms and conditions of this Contract.
c. Measures to be Taken
17.5. A Party affected by an event of Force Majeureshall continue to perform its obligations under the Contract as far as is reasonably practical, and shall take all reasonablemeasures to minimize the consequences of any event of Force Majeure.
17.6. A Party affected by an event of Force Majeureshall notify the other Party of such event as soon as possible, and in any case not later than fourteen (14) calendar daysfollowing the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give writtennotice of the restoration of normal conditions as soon as possible.
17.7. Anyperiod within which a Party shall, pursuantto this Contract, complete any action or task, shall be extended for a period equal to the timeduring which such Party was unableto perform such action as a resultof Force Majeure.
17.8. During the period of their inability to performthe Services as a result of an event of Force Majeure, the Consultant, upon instructions by theClient, shalleither:
(a) demobilize, in which case the Consultant shall be reimbursedfor additional coststhey reasonably and necessarily incurred, and, if required by the Client, in reactivating the Services;or
(b) continue with the Services to the extent reasonably possible, in which case theConsultant shall continue to be paid under the terms of this Contract and be reimbursed for additional costs reasonably andnecessarily incurred.
17.9. In the case of disagreement between the Partiesas to the existence or extent of Force Majeure, the matter shall be settled according to Clauses GCC 44 &45.
18.1. The Client may, by written notice of suspensionto the Consultant, suspend all payments to the Consultant hereunder if the Consultant fails to perform any of its obligations underthis Contract, including the carrying out of the Services, provided that such notice of suspension (i) shall specify the nature ofthe failure, and (ii) shall request the Consultant to remedy such failure withina period not exceeding thirty (30) calendar daysafter receipt by theConsultant of such notice of suspension.
19.1. This Contractmay be terminated by either Party as per provisions set up below:
a. By the Client
19.1.1. The Client may terminate this Contract in case of the occurrence of any of the events specified in paragraphs (a) through(f) of this Clause. In such an occurrence the Client shall give at least thirty (30) calendar days' written noticeof termination tothe Consultant in case of the events referred to in(a) through (d); at least sixty (60) calendar days' written notice incase of theevent referred to in (e); and at least five (5) calendar days' written notice in case of the event referred to in (f):
(a) If the Consultant fails to remedy a failure in the performance ofits obligations hereunder, as specified in a notice of suspension pursuant to Clause GCC 18;
(b) If the Consultant becomes (or, if the Consultantconsists of morethan one entity, if any of its members becomes) insolvent or bankrupt or enter into any agreements with their creditors for reliefof debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory orvoluntary;
(c) If the Consultant fails to comply with any finaldecision reached asa result of arbitration proceedings pursuant to Clause GCC 45.1;
(d) If, as the result of Force Majeure, the Consultant is unable toperform a material portion of the Services for a period of not less than sixty (60) calendar days;
(e) If the Client, in its sole discretion and for any reason whatsoever,decides to terminate this Contract;
(f) If the Consultant fails to confirm availability of Key Expertsas required in Clause GCC 13.
19.1.2. Furthermore, if the Client determines that the Consultant has engaged incorrupt, fraudulent,collusive, coercive or obstructive practices, incompeting for or in executing the Contract, then the Client may, after givingfourteen (14) calendar days written notice to the Consultant,terminate the Consultant's employment under the Contract.
b. By the Consultant
19.1.3. The Consultant may terminate this Contract, by not less than thirty (30) calendar days' writtennotice to the Client, in case of the occurrence of any of the events specified in paragraphs (a) through (d) of thisClause.
(a) If the Client fails to pay any money due to the Consultant pursuant tothis Contract and not subject to dispute pursuant toClause GCC 45.1 within forty-five (45) calendar days after receiving writtennotice from the Consultant that such payment is overdue.
(b) If, as the result of Force Majeure, the Consultant isunable to perform amaterial portion of the Services for a period of not less than sixty (60) calendar days.
(c) If the Client fails to comply with any final decisionreached as a resultof arbitration pursuant to Clause GCC 45.1.
(d) If the Client is in material breach of its obligations pursuant to thisContract and has not remedied the same within forty-five (45) days (or such longer period as the Consultant may have subsequentlyapproved in writing) following the receipt by the Client of the Consultant's notice specifying suchbreach.
c. Cessation of Rights and Obligations
19.1.4. Upon termination of this Contract pursuant to Clauses GCC 12 or GCC 19 hereof, or uponexpiration of this Contract pursuant to Clause GCC 14, allrights 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 confidentialityset forth in Clause GCC 22, (iii) the Consultant's obligation to permit inspection, copying and auditing of their accounts andrecords set forth in Clause GCC 25, and (iv) any right which a Party may have under the ApplicableLaw.
d. Cessation of Services
19.1.5. Upon termination of this Contract by notice of either Party to the other pursuant to Clauses GCC19a or GCC 19b, the Consultant shall, immediately upon dispatch or receipt of such notice, take all necessary steps tobring theServices to a close in a prompt and orderly manner and shall make every reasonable effort to keep expenditures for this purpose toa minimum. With respect to documents prepared by the Consultant and equipment and materials furnished by the Client, the Consultantshall proceed as provided, respectively, by Clauses GCC 27 or GCC 28.
e. Payment upon Termination
19.1.6. Upon termination of this Contract, the Client shall make the following payments to theConsultant:
(a) payment for Services satisfactorily performed prior to the effective date oftermination; and
(b) in the case of termination pursuant to paragraphs (d) and (e) of Clause GCC19.1.1, reimbursement of any reasonable cost incidental to the prompt and orderly termination of this Contract, including the costof the return travel of the Experts.
C. Obligations of theConsultant20. General
a. Standard of Performance
20.1 The Consultant shall perform the Services and carry out the Services with all due diligence,efficiency and economy, in accordance with generally accepted professional standards and practices, and shall observe soundmanagement practices, and employ appropriate technology and safe and effective equipment, machinery, materials and methods. TheConsultant shall always act, in respect of any matter relating to this Contract or to the Services, as a faithful adviser to theClient, and shall at alltimes support and safeguard the Client's legitimate interests in any dealings with the thirdparties.
20.2. The Consultant shall employ and provide such qualified and experienced Experts and Sub-consultants asare required to carry out the Services.
20.3. The Consultant may subcontract part of the Services to an extent and with such Key Experts andSub-consultants as may be approved in advance by the Client. Notwithstanding such approval, the Consultant shall retain fullresponsibility for the Services.
b. Law Applicable to Services
20.4. The Consultant shall perform the Services in accordance with the Contract andthe Applicable Lawand shall take all practicable steps to ensure that any of its Experts and Sub-consultants, comply with the Applicable Law.
20.5. Throughout theexecution of the Contract, the Consultant shall comply with the import of goodsand services prohibitions in the Client's country when
(a) as a matter of law or official regulations, the Borrower'scountry prohibits commercial relations with that country; or
(b) by an act of compliance with adecision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations, the Borrower'sCountry prohibits any import of goods from that country or any payments to any country, person, or entity inthat country.
20.6. The Client shall notify the Consultant in writing of relevant local customs, and the Consultantshall, after such notification, respect such customs.
21. Conflict ofInterests
21.1. The Consultant shall hold the Client's interests paramount, without any consideration for futurework, and strictly avoid conflict with other assignments or their own corporate interests.
a. Consultant Not to Benefit from Commissions,Discounts, etc.
21.1.1 The payment of the Consultant pursuant to GCC F (Clauses GCC 38through 42) shall constitute the Consultant's only payment in connection with this Contract and, subject to Clause GCC 21.1.3,theConsultant shall not accept for its own benefit any trade commission, discount or similar payment in connection with activitiespursuant to this Contract or in the discharge of its obligations hereunder, and the Consultant shall use its best efforts to ensurethat any Sub-consultants, as well as the Experts and agents of either of them, similarly shall not receive any such additionalpayment.
21.1.2 Furthermore, if the Consultant, as part of the Services, has theresponsibility of advising the Client on the procurement of goods, works or services, the Consultant shall comply with the Bank'sApplicable Guidelines, and shall at all times exercise such responsibility in the best interest of the Client. Any discounts orcommissions obtained by the Consultant in the exercise of such procurement responsibility shall be for the account of theClient.
b. Consultant and Affiliates Not to Engage in CertainActivities
21.1.3 The Consultant agrees that, during the term of this Contract and after its termination, theConsultant and any entity affiliated with the Consultant, as well as any Sub-consultants and any entity affiliated with suchSub-consultants, shall be disqualified from providing goods, works or non-consulting services resulting from or directly related tothe Consultant's Services for the preparation or implementation of the project, unless otherwise indicated in the SCC.
c. Prohibition of ConflictingActivities
21.1.4 The Consultant shall not engage, and shall cause its Experts as well as itsSub-consultants notto engage, either directly or indirectly, in any business or professional activities that would conflict with the activitiesassigned to them under this Contract.
d. Strict Duty to Disclose ConflictingActivities
21.1.5 The Consultant has an obligation and shall ensure that its Experts and Sub-consultants shallhave an obligation to disclose any situation of actual or potential conflict that impacts their capacity to serve the bestinterestof their Client, or that may reasonably be perceived as having this effect. Failure to disclose said situations may lead to thedisqualification of the Consultant or the termination of its Contract.
22.1 Exceptwith the prior written consent of the Client, the Consultant and the Experts shallnot at any time communicate to any person or entity any confidential information acquired in the course of the Services, nor shallthe Consultant and the Experts make public the recommendations formulated in the course of, or as a result of, theServices.
23. Liability of theConsultant
23.1 Subject to additional provisions, if any, set forthin the SCC, the Consultant's liability under this Contract shall be provided by theApplicable Law.
24. Insurance to be Taken out bythe Consultant
24.1 The Consultant (i) shall take out and maintain, and shall cause any Sub-consultants totake out and maintain, at its (or the Sub-consultants',as the case may be) own cost but on terms and conditions approved by theClient, insurance against the risks, and for the coverage specified in the SCC, and(ii) at the Client's request, shall provide evidence to the Client showing that such insurance has been taken out and maintainedand that the current premiums therefore have been paid. The Consultant shall ensure that such insurance is in place prior tocommencing the Services as stated in Clause GCC 13.
25. Accounting, Inspection andAuditing
25.1 The Consultant shall keep, and shall make all reasonable efforts to cause itsSub-consultants to keep, accurate and systematic accounts and records in respect of the Services and in such form and detail aswill clearly identify relevant time changes and costs.
25.2 The Consultant shall permit and shall cause its Sub-consultants to permit, the Bank and/orpersons appointed by the Bank to inspect the Site and/or all accounts and records relating to the performance of the Contract andthe submission of the Proposal to provide the Services, and to have such accounts and records audited by auditors appointed by theBank ifrequested by the Bank. The Consultant's attention is drawn to Clause GCC 10 which provides, inter alia, that acts intendedto materially impede the exercise of the Bank's inspection and audit rights provided for under this Clause GCC25.2 constitute aprohibited practice subject to contract termination (as well as to a determination of ineligibility under the Bank's prevailingsanctions procedures.)
26.1 The Consultant shall submit to the Client the reports and documents specified in Appendix A, in the form, in the numbers and within the time periods set forth in the saidAppendix.
27. Proprietary Rights of theClient in Reports and Records
27.1 Unless otherwise indicated in the SCC, allreports and relevant data and information such as maps,diagrams, plans, databases, other documents and software, supporting recordsor material compiled or prepared by the Consultant for the Client in the course of the Services shall be confidential and becomeandremain the absolute property of the Client. The Consultant shall, notlater than upon termination or expiration of this Contract,deliver all such documents to the Client, together with a detailed inventory thereof. The Consultant may retain a copy of suchdocuments, data and/orsoftware but shall not use the same for purposes unrelated to this Contract without prior written approval ofthe Client.
27.2 If license agreements are necessary or appropriate between theConsultant and third parties for purposes of development of the plans, drawings,specifications, designs, databases, other documents and software, the Consultant shallobtain the Client's prior written approval to such agreements, and the Client shall be entitled at its discretion to requirerecovering the expenses related to the development of the program(s) concerned. Otherrestrictions about the future use of these documents and software, if any, shall be specified in the SCC.
28. Equipment, Vehicles andMaterials
28.1 Equipment, vehicles and materials made available to the Consultant by the Client, orpurchased by the Consultant wholly or partly with funds provided by the Client, shall be the property of the Client and shall bemarked accordingly. Upon termination or expiration of this Contract, the Consultantshall make available to the Client an inventory of such equipment, vehicles andmaterials and shall dispose of such equipment,vehicles and materialsin accordance with the Client's instructions. While in possession of such equipment, vehicles and materials,the Consultant, unless otherwise instructed by the Client in writing, shall insure them at the expense of the Client in an amountequal to their full replacement value.
28.2 Any equipment or materials brought by the Consultant or its Expertsinto the Client's country for the use either for the project or personal use shall remain the property of the Consultantor theExperts concerned, as applicable.
D. Consultant's Experts andSub-Consultants29. Description of KeyExperts
29.1 The title, agreed job description, minimum qualification and estimated period ofengagement to carry out the Services of each of the Consultant's Key Experts are described in Appendix B.
30. Replacement of KeyExperts
30.1 Except as the Client may otherwise agree in writing, no changes shall bemade in the KeyExperts.
30.2 Notwithstanding the above, the substitution of Key Experts duringContract execution may be considered only based on the Consultant's written request and due to circumstances outside the reasonablecontrol of the Consultant, including but not limited to death or medical incapacity. In such case, the Consultant shall forthwithprovide as a replacement, a person of equivalent or better qualifications and experience, and at the same rate ofremuneration.
31. Removal ofExperts orSub-consultants
31.1 If the Client finds that any of the Experts or Sub-consultant has committed seriousmisconduct or has been charged with having committed a criminal action, or shall the Client determine that Consultant's Expert ofSub-consultant have engaged in corrupt, fraudulent, collusive, coercive or obstructivepractice while performing the Services, theConsultant shall, at the Client's written request, provide a replacement.
31.2 In the event that any of Key Experts, Non-Key Experts or Sub-consultants is found by theClient to be incompetent or incapable in discharging assigned duties, the Client, specifying the grounds therefore, may request theConsultant to provide a replacement.
31.3 Any replacement of the removed Experts or Sub-consultants shall possess better qualifications and experience and shall be acceptable to theClient.
31.4 The Consultant shall bear all costs arising out of or incidental to any removal and/orreplacement of such Experts.
E. Obligations of theClient32. AssistanceandExemptions
32.1 Unless otherwise specified in the SCC, theClient shall use its best efforts to:
(a) Assist the Consultant with obtaining work permits and such other documentsas shall be necessary to enable the Consultant to perform the Services.
(b) Assist the Consultant with promptly obtaining, for the Experts and, ifappropriate, their eligible dependents, all necessary entry and exit visas, residence permits, exchange permits and any otherdocuments required for their stay in the Client's country while carrying out theServices under the Contract.
(c) Facilitate prompt clearance through customs of any property required forthe Services and of the personal effects of the Experts and their eligible dependents.
(c) Issue to officials, agents and representatives of the Government all suchinstructions and information as maybe necessary or appropriate for the prompt and effective implementation of theServices.
(d) Assist the Consultant and the Experts and any Sub-consultants employed bythe Consultant for the Services with obtaining exemption from any requirement to register or obtainany permit to practice theirprofession or to establish themselves either individually or as a corporate entity in the Client's country according to theapplicable law in the Client's country.
(e) Assist the Consultant, any Sub-consultants and the Experts of either ofthem with obtaining the privilege, pursuant to the applicable law in the Client's country, of bringing intothe Client's countryreasonable amounts of foreign currency for the purposes of the Services or for the personal use of the Experts and of withdrawingany such amounts as may be earned therein by the Experts in the execution of the Services.
(f) Provide to the Consultant any such other assistance as may bespecified in the SCC.
33. Access to ProjectSite
33.1 The Client warrants that the Consultant shall have, free of charge, unimpeded access tothe project site in respect of which access is required for the performance of the Services. The Client will be responsible for any damage to the project site or any property thereon resulting from such access andwill indemnify the Consultant and each of the experts in respect of liability for any such damage, unless such damage is caused bythe willful default or negligence of the Consultant or any Sub-consultants or the Experts of either ofthem.
34.Change in the Applicable Law Related toTaxes and Duties
34.1 If, after the date of this Contract, there is any change in the applicable law in theClient's country with respect to taxes and duties which increases or decreases the cost incurred by the Consultant in performingthe Services, then the remuneration and reimbursable expenses otherwise payable to the Consultant under this Contract shall beincreased or decreased accordingly by agreement between the Parties hereto, and corresponding adjustments shall be made to theContract price amount specified in Clause GCC 38.1
35. Services, Facilities andProperty of the Client
35.1 The Client shall make available to the Consultant and the Experts, for the purposes of theServices and free of any charge, the services, facilities and property described in the Terms of Reference (Appendix A) at the times and in the manner specified in said AppendixA.
36.1 The Client shall make available to the Consultant free of charge such professional andsupport counterpart personnel, to be nominated by the Client with the Consultant's advice, if specified in Appendix A.
36.2 Professional and support counterpart personnel, excluding Client's liaison personnel,shall work under the exclusive direction of the Consultant. If any member of thecounterpart personnel fails to perform adequately any work assigned tosuch member by the Consultant that is consistent with theposition occupied by such member, the Consultant may request the replacement of such member, and the Client shall not unreasonablyrefuse to act upon such request.
37.1 Inconsideration of the Services performed by the Consultant under this Contract, theClient shall make such payments to the Consultant for the deliverables specified in Appendix A and in such manner as is provided by GCC Fbelow.
F. Payments to theConsultant
38. Contract Price
38.1 The Contract price is fixed andis set forth in the SCC. The Contract price breakdown is provided in Appendix C.
38.2 Any change to the Contract price specified in Clause 38.1 can bemade only if the Parties have agreed to the revised scope of Services pursuant to Clause GCC 16 and have amended in writing theTerms of Reference in Appendix A.
39. Taxes andDuties
39.1 The Consultant, Sub-consultants and Experts are responsible for meeting any and all taxliabilities arising out of the Contract unless it is stated otherwise in the SCC.
39.2 Asan exception to the above and as stated in the SCC, all local identifiable indirect taxes (itemized and finalized at Contract negotiations) are reimbursed to theConsultant or are paid by the Client on behalf of the Consultant.
40. Currency ofPayment
40.1 Any payment under this Contract shall be made in the currency(ies) of theContract.
41. Mode of Billing andPayment
41.1 The total payments under this Contract shall not exceed the Contract price set forth inClause GCC 38.1.
41.2 The payments under this Contract shall be made in lump-sum installments againstdeliverables specified in Appendix A. The payments will be made according to thepaymentschedule stated in the SCC.
41.2.1 Advancepayment:Unless otherwise indicated in the SCC, an advance payment shall be made against an advance payment bank guarantee acceptable to the Client in anamount (oramounts) and in a currency (or currencies) specified in the SCC. Suchguarantee (i) is to remain effective until the advance payment has been fully set off, and (ii)is to be in the form set forth in Appendix D, or in such other form as the Client shall have approved in writing. The advance payments will be set off by the Client in equal portions against the lump-suminstallments specified in the SCC until said advance payments have been fully set off.
41.2.2 The Lump-Sum Installment Payments. The Client shall pay the Consultant within sixty(60) days after the receiptby the Client of the deliverable(s) and the cover invoice for the related lump-sum installmentpayment. The payment can be withheld if the Client does not approve thesubmitted deliverable(s) as satisfactory in which case the Client shall provide comments to the Consultant within the same sixty(60) days period. The Consultant shall thereupon promptly make any necessary corrections, and thereafter the foregoing processshall be repeated.
41.2.3 The Final Payment .The final payment under this Clauseshall be made only after the final report l have been submittedby the Consultant and approved as satisfactory by the Client. The Services shall thenbe deemed completed and finally accepted by the Client. The last lump-sum installment shall be deemed approved for payment by theClient within ninety (90) calendar days after receipt of the final report by theClient unless the Client, within such ninety (90) calendar day period, gives written notice to the Consultant specifying in detaildeficiencies in the Services, the final report. The Consultant shall thereuponpromptly make any necessary corrections, and thereafter the foregoing process shall be repeated. 41.2.4 All payments under this Contract shall be made to the accounts of the Consultant specified in the SCC.
41.2.4 With theexception of the final payment under 41.2.3 above, payments do not constitute acceptance of the whole Services nor relieve theConsultant of any obligations hereunder.
42.Intereston Delayed Payments
42.1 Ifthe Client had delayed payments beyond fifteen (15) days after the due date stated inClause GCC 41.2.2 , interest shall be paid to the Consultant on any amount due by, not paid on, such due date for each day of delayat the annual rate stated in the SCC.
G. Fairness and GoodFaith43. GoodFaith
43.1 The Parties undertake to act in good faith with respect to each other's rights under thisContract and to adopt all reasonable measures to ensure therealization of the objectives of thisContract.
H. Settlement ofDisputes44.Amicable Settlement
44.1 The Parties shall seek to resolve any dispute amicably by mutual consultation.
44.2 Ifeither Party objects to any action or inaction of the other Party, the objecting Partymay file a written Notice of Dispute to the other Party providing in detail the basis of the dispute. The Party receiving theNotice of Dispute will consider it and respond in writing within fourteen (14) days after receipt. If that Party fails to respondwithinfourteen (14) days, or the dispute cannot be amicably settled within fourteen (14) days following the response of that Party,Clause GCC 49.1 shall apply.
45.1 Any dispute between the Parties arising under or relatedto thisContract that cannot be settled amicably may be referred to by either Party to the adjudication/arbitration in accordance with theprovisions specified in the SCC.
Attachment 1: Bank's Policy ? Corrupt and FraudulentPractices
(the text in this Attachment 1 shall not bemodified)
Guidelinesfor Selection and Employment of Consultants under IBRD Loans and IDA Credits & Grants by World Bank Borrowers, dated January2011:
1.23 It is the Bank's policy to require thatBorrowers (including beneficiaries ofBank loans), consultants, and their agents (whether declared or not),sub-contractors,sub-consultants, service providers, or suppliers, and any personnel thereof, observethe highest standard of ethics during the selection and execution of Bank-financed contracts [footnote: In this context, any actiontaken by a consultant or any of its personnel, or its agents, or its sub-consultants, sub-contractors, services providers,suppliers, and/ortheir employees, to influence the selection process or contract execution for undue advantage is improper.]. Inpursuance of this policy, the Bank:
(a) defines, for the purposes of this provision, theterms setforth below as follows:
(i) "corruptpractice" is the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence improperlythe actions of another party;
(ii) "fraudulent practice" is any act or omission, including misrepresentation, that knowingly or recklesslymisleads, orattempts to mislead, a party to obtain financial or other benefit or to avoid an obligation;
(iii) "collusive practices" is an arrangement between two or more parties designed to achieve an improperpurpose, including to influence improperly the actions of another party;
(iv) "coercivepractices" is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of theparty to influence improperly the actions of a party;
(v) "obstructive practice" is
(aa) deliberately destroying, falsifying, altering, or concealing of evidence material to theinvestigation or making false statements to investigators in order to materially impede a Bank investigation into allegations of acorrupt, fraudulent, coercive, or collusive practice; and/or threatening, harassing, or intimidating any party to prevent it fromdisclosing its knowledge of matters relevant to the investigation or from pursuing the investigation,or
(bb) acts intended to materially impede the exercise of the Bank's inspection and auditrights;
(b) will reject a proposal for award if it determines that the consultant recommended foraward or anyof its personnel, or its agents, or its sub-consultants,sub-contractors, services providers, suppliers, and/or their employees,has, directly or indirectly, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for thecontract in question;
(c) will declare misprocurement and cancel the portion of the Loan allocated to a contract if itdetermines at any time that representatives of the Borrower orof a recipient of any part of the proceeds of the Loan were engagedin corrupt, fraudulent, collusive, coercive, or obstructive practices during theselection process or the implementation of the contract in question, without the Borrower having taken timely and appropriateaction satisfactory to the Bank to address such practices when they occur, including by failing to inform the Bank in a timelymanner they knew of the practices;
(d) will sanction afirm or an individual at any time, in accordance with prevailing Bank's sanctionsprocedures, including bypublicly declaring such firm or an ineligible, either indefinitely or for a statedperiod of time: (i) to be awarded a Bank-financedcontract, and (ii) to be a nominated sub-consultant,supplier, or service provider of an otherwise eligible firm being awarded a Bank-financed contract.
II. Special Conditions ofContract
Number ofGC Clause
Amendments of, and Supplements to, Clauses in the General Conditions of Contract
TheContract shall be construed in accordance with the law of Bangladesh.
The language is:English.
The addresses are:
Client : Directorate General ofFood
Attention : Project Director, Modern Food Storage FacilitiesProject
E-mail (wherepermitted) : email@example.com
Consultant : MABS & J Partners, CharteredAccountants
Attention : C.R Mazumder, FCA
21 Purana Paltan Line (4th & 7th Floor), Dhaka-1000
Facsimile : 02-9332936
E-mail (wherepermitted) : firstname.lastname@example.org
[If the Consultant consists only of one entity, state"N/A";
If the Consultant is a Joint Venture consisting of more than one entity,the name of the JV member whose addressis specified in Clause SCC6.1 should be inserted here. ]
The Lead Member on behalf of the JVis___________ ______________________________ [insert name of themember]
The Authorized Representatives are:
For theClient: Project Director, ModernFood Storage Facilities Project
For the Consultant: MABS & J Partners CharteredAccountants
Thecontract will become effective two weeks after signing of contract.
Termination of Contract for Failure to Become Effective:
The timeperiod shall be 30 days
Commencement of Services:
Thenumber of days shall be Ten
Confirmation of Key Experts' availability tostart the Assignment shall be submitted to the Client in writing as a written statement signed by each KeyExpert.
Expiration of Contract: June 30, 2020
Thetime period shall be 60 (sixty)months.
TheClient reserves the right to determine on a case-by-case basis whether the Consultant should be disqualified from providing goods,works or non-consulting services due to aconflict of a nature described in Clause GCC 21.1.3
No additional provisions.
Theinsurance coverage against the risks shall be as follows:
(a)Professional liability insurance, with a minimum coverage of 100% of contact value
(b) Third Party motor vehicle liability insurance in respect of motor vehiclesoperated in the Client's country bythe Consultant or its Experts or Sub-consultants, with a minimum coverage of in accordance with the applicable law in the Client'scountry;
(c) Third Party liability insurance, with a minimum coverage of in accordance with the applicable law in the Client'scountry;
(d) employer's liability and workers' compensation insurance in respect of theexperts and Sub-consultants in accordance with the relevant provisions of the applicable law in the Client's country, as well as,with respect to such Experts, any such life, health, accident, travel or other insurance as may be appropriate;and
(e) insurance against loss of or damage to (i) equipment purchased in whole orin part with funds provided under this Contract, (ii) the Consultant's property used in the performance of the Services, and (iii)any documents prepared by the Consultant in the performance of the Services.
The Consultant shallnot use any documents and software,map, data, drawings etc for purposes unrelated to this Contract without the prior written approval of theClient.
The Contract price is: BDT 73,20,000.00 [Seventy threelakh twenty thousand Taka only ]inclusive of local indirect taxes.
Any indirect local taxes chargeable inrespect of this Contract for the Services provided by the Consultant shall be paid on behalf of the Consultant by theClient.
The amount of such taxes is BDT18,30,000.00 [Eighteen lakh thirty thousand taka only
39.1 and 39.2
The Client shall pay on behalf of theConsultant, the Sub-consultants and the Experts, any indirect taxes, duties, fees, levies and other impositions imposed, under theapplicable law in the Client's country, on the Consultant, the Sub-consultants and the Experts in respectof:
(a) any payments whatsoever made to the Consultant, Sub-consultants and theExperts (other than nationals or permanent residents of the Client's country), in connection with the carrying out of theServices;
(b) any equipment, materials and supplies brought into the Client's country bythe Consultant or Sub-consultants for the purpose of carrying out the Services and which, after having been brought into suchterritories, will be subsequently withdrawn by them;
(c) any equipment imported for the purpose of carrying out the Services andpaid for out of funds provided by the Client and which is treated as property of the Client;
(d) any property brought into the Client's country by the Consultant, anySub-consultants or the Experts (other than nationals or permanent residents of the Client's country), or the eligible dependents ofsuch experts for their personal use and which will subsequently be withdrawn by them upon their respective departure from theClient's country, provided that:
(i) the Consultant,Sub-consultants and experts shall follow the usual customs procedures of the Client's country in importingproperty into theClient's country; and
(ii) if the Consultant,Sub-consultants or Experts do not withdraw but dispose of any property in the Client's country upon which customs duties and taxeshave been exempted, the Consultant, Sub-consultants or Experts, as the case may be, (a) shall bear such customsduties and taxes inconformity with the regulations of the Client's country, or (b) shall reimburse them to the Client if they were paid bythe Clientat the time the property in question was brought into the Client's country.
The payment schedule:
Signing - 10% (shall be made against the bank guarantee for the same amount as per GCC 41.2.1)
· Final Internal Audit report for 2014-2015 and Recommendation report for Improving activities in theproject - 10% on the remuneration
· Final Internal Audit report for 2015-2016 - 10% on the remuneration
· Final Internal Audit report for 2016-2017 - 15% on the remuneration
· Final Internal Audit report for 2017-2018 - 15% on the remuneration
· FinalInternal Audit report for 2018-2019 - 20% on the remuneration
· FinalInternal Audit reportfor 2019-2020 - 20% on the remuneration
· FinalCompletion Report ?