i

TABLE OF CONTENTS

PREFACE......................................................................................................................................................................v

A) SAMPLE FORMAT FOR A NOTICE FOR REQUEST FOR EXPRESSIONS OF

INTEREST (REOI) - (CONSULTING SERVICES–FIRMS S ELECTION)...................................................vi

APPENDIX 1 TOTHE PREFACE.............................................................................................................viii

GUIDELINES FOR SHORTLISTING CONSULTING FIRMS..............................................................................viii
(B) NOTES TO THE PERSON(S) PREPARING SHORT LISTS............................................................................viii

APPENDIX 2 TOTHE PREFACE.............................................................................................................................xxi

GUIDELINES FOR PREPARING REQUEST FOR PROPOSALS (RFP)...............................................................xxi
1. GENERAL.......................................................................................................................................................xxi

2. PART 1 - TENDERING PROCEDURES..........................................................................................................vi

3. PART 2 - PROCUREMENT ENTITY'S REQUIREMENTS...........................................................................vii

4. PART 3 - CONDITIONS OF CONTRACT AND CONTRACT FORMS.......................................................vii

SECTION 1. LETTER OF REQUEST FOR PROPOSAL (RFP)...............................................................................1

SECTION 2 (A). INSTRUCTIONS TO CONSULTANTS(ITC).................................................................................2

A. GENERAL PROVISIONS...............................................................................................................................2
1. Introduction.........................................................................................................................................................3
3. Conflict of Interest...............................................................................................................................................3
4. Unfair Competitive Advantage...........................................................................................................................4
5. Corrupt and Fraudulent Practices........................................................................................................................4
6. Eligibility.............................................................................................................................................................4

B. PREPARATION OF PROPOSALS.................................................................................................................5
7. General Considerations.......................................................................................................................................5
8. Cost of Preparation of Proposal..........................................................................................................................5
9. Language.............................................................................................................................................................5
10. Documents Comprising the Proposal..................................................................................................................5
11. Only One Proposal..............................................................................................................................................5
12. Proposal Validity.................................................................................................................................................6
13. Clarification and Amendment of RFP.................................................................................................................6
14. Preparation of Proposals – Specific Considerations............................................................................................7
15. Technical Proposal Format and Content.............................................................................................................7
16. Financial Proposal...............................................................................................................................................7

C. SUBMISSION, OPENINGANDEVALUATION............................................................................................8
17. Submission, Sealing, and Marking of Proposals.................................................................................................8
18. Sealing and Marking of Proposals......................................................................................................................8
19. Confidentiality.....................................................................................................................................................9

20. Opening of Technical Proposals.........................................................................................................................9

21. Proposals Evaluation...........................................................................................................................................9
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22. Evaluation of Technical Proposals......................................................................................................................9
23. Public Opening of Financial Proposals.............................................................................................................10
24. Correction of Errors..........................................................................................................................................11
25. Taxes..................................................................................................................................................................11
26. Conversion to Single Currency.........................................................................................................................11
27. Abnormally Low Prices....................................................................................................................................11
28. Abnormally High Prices....................................................................................................................................11
29. Combined Quality and Cost Evaluation............................................................................................................12
30. Notification of Intention to Award....................................................................................................................12
31. Stand still Period...............................................................................................................................................12

D. NEGOTIATIONS AND AWARD..................................................................................................................12

32. Negotiations......................................................................................................................................................12
33. Conclusion of Negotiations...............................................................................................................................14
34. Notification of Award........................................................................................................................................14
35. Signing of Contract...........................................................................................................................................14
36. Contract Award Notice......................................................................................................................................14

SECTION 2 (B). DATA SHEET...............................................................................................................................15

A. General Notes Provisions.....................................................................................................................................15
B. Preparations of Proposals....................................................................................................................................16
C. Submission, Opening and Evaluation.................................................................................................................18

SECTION 3. TECHNICAL PROPOSAL –STANDARD FORMS.......................................................................21

FORM TECH-1: TECHNICAL PROPOSAL SUBMISSION FORM.......................................................................21
CERTIFICATE OF INDEPENDENT PROPOSAL DETERMINATION..................................................................23
FORM TECH-2: CONSULTANT'S ORGANIZATION AND EXPERIENCE..........................................................26
FORM TECH-3: COMMENTS AND SUGGESTIONS............................................................................................27
FORM TECH-5: WORK SCHEDULE AND PLANNING FOR DELIVERABLES................................28
FORMTECH-6A: TEAM COMPOSITION, ASSIGNMENT, AND KEY EXPERTS' INPUTS..............29
FORM TECH-6B: CURRICULUMVITAE (CV).......................................................................................30
FORM TECH - 7: MANDATORY SUPPORT DOCUMENTS..................................................................31
FORM TECH - 8: SELF-DECLARATIONFORMS..................................................................................33
FORM TECH - 9: TENDER-SECURING DECLARATION FORM {r 46and 155(2)}............................36

SECTION 4. FINANCIAL PROPOSAL - STANDARD FORMS........................................................37

SECTION 4. FINANCIAL PROPOSAL -STANDARD FORMS.........................................................................38

1. FORM FIN-1: FINANCIAL PROPOSAL SUBMISSION FORM..................................................................38
2. FORMF IN-2: SUMMARY OF COSTS..........................................................................................................39
3. FORMF IN-3A: BREAK DOWN OF REMUNERATION..............................................................................40
4. FORMFIN3B: CONSULTANT’S REPRESENTATIONS REGARDING
COSTS AND CHARGES.................................................................................................................................41
5. Form 3 C: Form for Consultant's Representations Regarding Costs and Charges...........................................42
6. Form FIN 3D: Break down of Remuneration Rates [for Time Based Contracts Only]...................................43

7. FORM FIN-4 BREAK DOWN OF REIMBURSABLE...................................................................................44

SECTION 5. TERMS O FREFERENCE...............................................................................................................45

SECTION 6. CONDITIONS OF CONTRACT AND CONTRACT FORMS.....................................................46

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CONTRACT FOR CONSULTANT'S SERVICES................................................................................................47

LUMP-SUM CONTRACT.......................................................................................................................................48
FORMOFCONTRACT-LUMP-SUM........................................................................................................................48
SECTION 7: GENERAL CONDITIONS OF CONTRACT......................................................................................49
SECTION 8: SPECIAL CONDITIONS OF CONTRACT.........................................................................................60
SECTION 9: APPENDICES.......................................................................................................................................66
APPENDIX A–TERMS OF REFERENCE................................................................................................................66
APPENDIX B- KEY EXPERTS.................................................................................................................................66
APPENDIX C – BREAKDOWN OF CONTRACT PRICE.............................................................................................
APPENDIX D-FORM OF ADVANCE PAYMENT GUARANTEE.........................................................................66

TIME-BASED CONTRACT......................................................................................................................................68
FORM OF CONTRACT-TIME-BASED...................................................................................................................69
SECTION7: GENERAL CONDITIONS OF CONTRACT.......................................................................................70
SECTION8: SPECIAL CONDITIONS OF CONTRACT..........................................................................................82

SECTION 9:APPENDICES........................................................................................................................................86
APPENDIX A–TERMS OF REFERENCE................................................................................................................86
APPENDIX B-KEY EXPERTS..................................................................................................................................86
APPENDIX C – REMUNERATION COST ESTIMATES – BREAKDOWN OF AGREED FIXED RATES
IN CONSULTANT'S CONTRACT
.....................................................................................................................................................................................
86
APPENDIXD: REIMBURSABLE EXPENSES COST ESTIMATES.......................................................................88
APPENDIXE: FORM OF ADVANCE PAYMENTS GUARANTEE........................................................................89

SECTION 10. NOTIFICATION FORMS...................................................................................................................90

1. NOTIFICATION OF INTENTION TO AWARD.............................................................................................90
2. REQUEST FOR REVIEW...............................................................................................................................90
3. LETTER OF AWARD.......................................................................................................................................94
4. BENEFICIAL OWNERSHIP DISCLOSURE FORM.....................................................................................95

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 PREFACE

1. This Standard Request for Proposals (RFP) document has been prepared by the Public Procurement
Regulatory Authority (PPRA) for use by Procuring Entities (PEs) for procurement of Consulting Services
from firms using the Consultant Selection Methods [Quality and Cost Based Selection (QCBS) Method,
Quality Based Selection (QBS), Least Cost Selection (LCS), and Fixed Budget Selection (FBS). This
Document will be used to invite for proposals from firms short listed following the procedure described in
the Act and Regulations and summarized below in the Appendix to this Preface. Single Source Selection
(SSS)], selection of Individual Consultants and selection of consultants for low value assignments will
follow also the procedure described in the Public Procurement and Asset Disposal Act, 2015 (the Act) and
Public Procurement and Asset Disposal Regulations 2020 (the Regulations), using simple templates to be
prepared by the Procuring Entity. The procedures and practices presented in this document reflect the
requirements in the said Act and the Regulations.

2. This RFP document shall be used by Procuring Entities on a mandatory basis without exception. Lack of its
use shall form a basis for challenging the procurement process and decision on contract award. In addition,
The Procuring Entity shall use the Standard Proposal Evaluation Report for Consulting Services for
evaluating proposals. This document is to be used for the procurement of consulting services from
Consulting firms. Users should ensure that they are using the latest version, which can be verified with
PPRA. A separate application template should be prepared by the Procuring Entity for procurement of
individual consultants using a method similar to request for quotations from a preselected list of Individual
Consultants.

3. The document comprises of the sections indicated on the Table of Contents. Before preparing an RFP for a
specific assignment, the user must be familiar with the Public Procurement and Asset Disposal Act,
especially Part X on Procurement of Consultancy Services. The user must also choose an appropriate
consultant selection method and the appropriate contract form. The standard document includes two standard
forms of contract: one for time-based assignments and the other for lump-sum assignments. Users may note
that in certain consultancies such as design and supervision, two contracts may be signed at the same time:
One lump-sum contract for the design and another time-based contract for supervision. The prefaces to these
two contracts indicate the circumstances in which their use is most appropriate.

4. The text shown in Italics is “Notes to the Procuring Entity”. It provides Guidelines to the procuring entity in
preparing a specific RFP. “Notes to the Procuring Entity” as well as this PREFACE should be deleted from
the final RFP issued to the Consultants.
5. During preparation of the tender document, the Procuring Entity should specify whether to allow the
following:
i) International Tender,
ii) Margin of Preference,
iii) Reservations
iv) Expression of Interest

6. This document will be customized to suit the needs of the Procuring Entity. No changes should be made to
Instructions to Consultants (ITC) and to the General Conditions of Contract (GCC). These two sections will
be modified to suit the Procuring Entity's requirement in the Data Sheets (DS) and in the Special Conditions
of Contract (SCC), respectively. The Cover Page of this document, the Preface, Guidelines or notes to users
of this RFP shall not be part of the RFP Document to be issued to Consultants. Refer to Appendix 2 to the
Preface for more details.

7. Public Procurement and Asset Disposal Act 2015 allows (in addition to shortlisting process) the selection of
consultants to be open to all interested consultants (no short listing), like in the case of goods contracts,
through an open advertisement. In that case Section1. Letter of Request for Proposal (RFP) would need to be
re-drafted to form an advertisement notice, “Invitation to Request for Proposals”. In this case, respondents
would be tenderers. The rest of the materials in the standard RFP would need to be issued separately as a
Tender Document, given it is not economical or normal practice to publish more than half a page as an
advertisement notice. The RFP is over 120 pages. A first consideration is that the Procuring Entity would
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 deal with proposals from large numbers of tenderers, big and small, eligible and not eligible. This can result
in a lot of disputes regarding “eligibility and qualification “of responding end errs. A second consideration is
that competent consulting firms are normally discouraged to prepare expensive proposals when competition
is based on open tender. A third consideration is that this procedure is not an internationally accepted
practice. Procuring Entities are advised to avoid this procedure and go the shortlisting way.

8. The Public Procurement Regulatory Authority (PPRA) welcomes any comments from users of this document
which will assist in revising, if need be, and improving the structure and contents of the document.

Director General Public Procurement

Regulatory Authority

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(A) SAMPLE FOR MATFORA NOTICE FOR REQUEST FOR EXPRESSIONS OF INTEREST (REOI)-
(CONSULTING SERVICES – FIRMS SELECTION)

[NAMEOFPROCURINGENTITY]

Assignment or Contract Title:

Reference No. (as per Procurement Plan):

1) The [insert name of Procuring Entity] intends to shortlist consultants to provide consulting services (the
Services) for [insert name of assignment - include brief description,
estimated level of effort (professional staff-months), implementation period, expected start date of
assignment, etc.] in full consistency with the Terms of Reference (TOR) that: [Select the relevant source(s)]

i) Are attached or referred to in this request for expressions of

interest. or

ii) Can be found at the following website: (insert name of the

website). or

iii) Can be obtained at the address given below.

Name of Procuring Entity

Contact Person/Official ____________________
Telephone number ________________________________
Email Address
Postal Address
Physical Address
(Country, City, Street, Building, floor number and Room number)

2. The [insert name of Procuring Entity] now invites eligible consulting firms (“Consultants”) to indicate their
interest in providing the Services. Interested Consultants should provide information demonstrating that they
have the required qualifications and relevant experience to perform the Services. The shortlisting criteria on
required qualifications and experience of the firm are:
i) Experience in the assignment, including technical and managerial capability of the firm.
ii) Number of years in business working on the area of the assignment.
iii) Reference to at least three assignments of similar nature and size carried out in the last years
(specify three to five). Include persons or institutions and contact addresses (phone, email) who can be
contacted on the same.

Qualifications and Experience of Key Experts shall not be included in the short listing criteria. Key Experts
will not be evaluated at the shortlisting stage.

3. The attention of interested Consultants is drawn to the following provisions that will be highlighted in the
Request for Proposals to be issued to shortlisted firms.
i) The Consultant will be expected to have no conflict of interest with other assignments or its own
corporate interests and acting without any consideration for future work.
ii) The consultant has no personal or business relationship with the Procuring Entity's senior management
or professional staff.
iii) A firm or an individual in the firm has not been sanctioned by the Public Procurement Regulatory
Authority or are under a suspension or a debarment imposed by any other entity of the Government of
Kenya, or any international organization.
iv) Government-owned enterprises or institutions of Kenya Government, officials and civil
servants and employees of public institutions may not eligible.

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4. Consultants may associate with other firms to enhance their qualifications, but should indicate
clearly whether the association is in the form of a joint venture and/or a sub-consultancy. In the case
of a joint venture, all the partners in the joint venture shall be jointly and severally liable for the
entire contract, if selected.

5. A Consultant will be selected in accordance with the [insert approved selection method] method set
out in the Act and Regulations.

6. Further information can be obtained at the address below during office hours [insert office hours if
applicable, i.e.0900to1700hours].

Name of Procuring Entity

Contact Person/Official
Telephone number
Email Address
Postal Address
Physical Address _

(Country, City, Street, Building, floor number and Room number)

7. Expressions of interest must be delivered in a written form to the address below (in person, or by
postal mail, or by e-mail) by [insert date and time].

Name of Procuring Entity

Contact Person/Official ______________________________________________________
Telephone number
Postal Address
Email Address
Physical Address
(Country, City, Street, Building, floor number and Room number)

vii
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APPENDIX 1 TO THE PREAFACE

GUIDELINES FOR SHORT LISTING CONSULTING FIRMS

(B) NOTES TO THE PERSON (S) PREPARING SHORTLISTS

(C) Shortlisting Process

1. The Expression of Interest (EOI) below in Item (B) of this Appendix is used as a notice to request interested
firms to apply for being considered in a shortlist of firms to be invited to submit proposals for large
consulting contracts. The EOI is usually used for QCB Sand QBS contracts. For small contracts, the
Procuring Entity may directly solicit interest and short list from qualified firms based on its own knowledge,
from its data base or from other Procuring Entities.

2. For the purpose of establishing a shortlist, the nationality of a firm is that of the country in which it is
registered or incorporated, and in the case of Joint Ventures, the nationality of its lead partner. If foreign
firms express interest, they shall be considered.

3. The Terms of Reference (TOR) shall be prepared by a person(s) or a firm specialized in the area of the
assignment. The scope of the services described in the TOR shall be compatible with the available budget.
The Cost Estimate (Budget) in the Procurement Plan must be carefully prepared as it will be the guidance
determining the capacity of the consultants to be shortlisted and for negotiating a contract.

4. The Procuring Entity is responsible for preparing shortlists. The Procuring Entity shall give first
consideration to those firms expressing interest that possess the relevant qualifications. Short lists shall be
limited to the number allowed in the Act (to comprise of about six firms). Firms that expressed interest, as
well as any other firm or entity that specifically requests so, shall be provided with the final shortlist of firms
by the Procuring Entity.

5. The short list may comprise entirely national consultants (firms registered or incorporated in Kenya, if the
assignment is below the ceiling(s) established in the Procurement Regulations, or where a sufficient number
of qualified national firms is available or where competition including foreign consultants is prima facie not
justified or where foreign consultants have not expressed interest.

6. The short list should comprise consultants of the with similar business objectives, corporate capacity,
experience and field of expertise, and that have undertaken assignments of a similar nature and complexity.
Government-owned enterprises or institutions and not-for-profit organizations (NGOs, Universities, UN
Agencies, etc.) should not normally be included in the same shortlist along with private sector firms, unless
they operate as commercial entities. If mixing is used, the selection should normally be made using Quality-
Based Selection (QBS) or Selection Based on the Consultants' Qualifications (CQS) (for small assignments).
The shortlist shall not include Individual Consultants. If the same firm is considered for inclusion in short
lists for concurrent assignments, the Procuring Entity shall assess the firm's overall capacity to perform
multiple contracts before including it in more than one shortlist.

7. Eligibility of Consultants to be shortlisted

Consultants are expected to provide professional, objective, and impartial advice and at all times hold the
Procuring Entity's interests as paramount, without any consideration for future work, and that in providing
advice they avoid conflicts with other assignments and their own corporate interests. Consultants shall not be
hired for any assignment that would be in conflict with their prior or current obligations to other clients, or
that may place them in a position of being unable to carry out the assignment in the best interest of the
Procuring Entity. Without limitation on the generality of the foregoing, consulting firms shall not be
shortlisted or hired under the circumstances set forth below:
a) Conflict between consulting activities and procurement of goods, works, or non-consulting services for
a project (i.e., services other than consulting services);
i) A firm that has been engaged by the Procuring Entity to provide goods, works, or non-consulting
services for a project, or
ii) a firm that is providing consulting services resulting from or directly related to procurement of those
goods, works, or non-consulting services, or
iii) Any affiliate firm that directly or indirectly controls, is controlled by, or is under common control with
a firm that is categorized under items (i) and (ii) above.

viii
 This provision does not apply to the various firms (consultants, contractors, or suppliers) which
together are performing the Contractor's obligations under a turnkey or design and build contract.
b) Consulting firms that are carrying out for/or are being considered by the Procuring Entity an
assignment that by its nature may be in conflict with the subject assignment of the Procuring Entity. As
an example, consultants assisting a Procuring Entity in preparing a feasibility study or an
environmental impact assessment or Terms of Reference (TOR) for the assignment.
c) Consultants (including their experts and other personnel, and sub-consultants) that have a close
business or family relationship with a Public Officers of the Procuring Entity or the officer (s) spouse,
child, parent, brothers or sister. child, parent, brother or sister of a spouse, and who are directly or
indirectly involved in any part of:
i) The preparation of the TOR for the assignment, or
ii) The selection process for the contract, or
iii) The supervision of such contract, unless the conflict stemming from this relationship has been
resolved by the Procuring Entity in a manner acceptable throughout the selection process and
the execution of the contract.
d) Consultants (firms and individuals) from ineligible countries. In this respect, a country is considered
ineligible if:
i) As a matter of law or official regulations, Kenya prohibits commercial relations with the
consultant's country, or
ii) By an act of compliance with a decision of the United Nations Security Council taken under
Chapter VII of the Charter of the United Nations, Kenya prohibits any payments to any country,
person, or entity.
e) Government-owned enterprises or public institutions of Kenya if they are not or cannot establish that they:
i) Are legally and financially autonomous,
ii) Operate under commercial law, and
iii) Are not dependent agencies of the Public Sector

As an exception to (e) above, when the services of government-owned universities or research

centers or other institutions in Kenya are of unique and exceptional nature including because of
the absence of a suitable private sector alternative, and their participation is critical to project
implementation, the Procuring Entity may agree on the hiring of those institutions on a case-by-
case basis. On the same basis, university professors or scientists from research institutes can be
contracted individually.
f) Government officials and civil servants shall not be short listed or hired under consulting contracts
either as individuals or as members of the team of experts proposed by a consulting firm.

8. As a general Rule

9. The Procuring Entity shall not deny participation in a short-listing or selection process or award to a consultant for
reasons unrelated to:
i) Its capability and resources to successfully perform the contract; or
ii) The conflict of interest situations.

iii) The Procuring Entity shall not require consultants to form associations with any specific firm or group
of firms or include any particular individual in their proposals, but may encourage association with
qualified national firms.

10. Advertising

The EOI shall be published in the dedicated government's advertising tender portal, in the PE's website and at
least one daily newspaper of country wide circulation as provided in the Act. Applicants shall be given
adequate number of days to per use the TOR and make any enquiries to enable them respond to the
EOI.Usually14daysis considered adequate, since no proposals are expected. The notice will advise on when
the applications will be closed. The Procuring Entity must open the applications at the place and time
indicated in the EOI. Late applications may not be necessarily rejected, since these are not proposals or
tenders.

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11. Preparation of Applications

The applications shall at least pay particular attention to providing all the information required in the EOI.
The Procuring Entity has no control of how much the application will contain but shall determine what
information is relevant/not relevant. Applicants have a tendency of including too much information to
impress the Procuring Entity; so, it will be responsibility of the PE to remove or separate fat from the meat,
assuming what is wanted is meat.

12. Opening of applications

The Procuring Entity shall publicly open and read out all applications received by the deadline, at the date,
time and place specified in the EOI Notice, in the presence of the applicants, designated representatives who
chooses to attend.

TABLE 1 - OPENING OFAPPLICATIONS

No. Name of Consultant Sole/ JV/ Association/ Consortium Country

1. E.g. Twiga Grates of Joint Venture: Twiga Grates of Kenya, BETA Kenya/Italy /
Kenya Cops SRL of Italy; Z&A Consultants Cyprus
International Ltd of Cyprus.
2
3
4
5
6
7
8
9
ETC
.

13. The Evaluation Committee will follow the following steps.

13.1 This document, “SHORTLISTING GUIDELINES AND SCORING SHEETS” for the Assignment will be
circulated in advance to each Member of Evaluation Committee for their prior information and comments, if
any.

13.2 The Evaluators will start together by completing Table 2 - Examination for eligibility, to establish the list of
eligible applicants and putting this list in Table3–Firms that passed the Eligibility Criteria, thus eliminating
the inherent risk of waste of timing scanning through applications of non-qualified applicants. The Procuring
Entity will get list of firms debarred by PPRA and circulate to Evaluators. Note that the tables below are
guidelines and the Procuring Entity can devise own guidelines provided they are rational and will lead to
selection of qualified applicants.

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 TABLE 2 – EXAMINATION FOR ELIGIBILITY

The Applicants will be examined for eligibility on the following basis. Those who do not qualify will not be subjected to more detailed evaluation.
ELIGIBILITY CRITERIA APPLICANT’S NUMBER
1 2 3 4 5 6 7 8 10 Etc.
1 The Firm is from an Eligible country i.e. The Firm is not from a
country that Kenya prohibits commercial relations with that
country, including those sanctioned by the United Nations Security
Council taken under Chapter VII of the Charter of the United
Nations.
2 The firm’s line of business fits in with the requirements of the
assignment.
3 If a firm is a state enterprise:
a. Firm is Legally autonomous - a legal entity is separate from the
state government and any public administration.

b. Firm is Financially autonomous - not receiving any significant

subsidies or budget support from any public entity or government.

c. Firm is Operating under commercial law - means being vested

with legal rights and liabilities similar to any commercial
enterprise.

d. Firm is not a dependent agency of the Kenya Government.

4 Firm is not debarred from participating in procurement by PPRA or

by any National agency or an International Organization. The Key
individuals listed by the Firm’s Team Leader are also not debarred.
6 Firm has no conflict of Interest - consultant may be perceived to
provide biased services so that its own or its affiliates interests
prevail over the interests of the Procuring Entity.
7 The Firm has provided all the information provided in the EOI to
enable Client assess it qualification.
RESULT - RESPONSIVE OR NOT RESPONSIVE (R or NR)
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TABLE 3 - FIRMS THAT PASSED THE ELIGIBILITY CRITERIA
S/ No Applicant’s Name Country Of Sole Firm Or Applicant’s Full Postal
Origin Joint -Venture And Email Address

1
2
3
4
5
6

14. Each Evaluator / member of the Shortlisting Committee must review and check the documents submitted by
the Firms and make own assessment in-line with the criteria provided in Table 4 – Notes on the Criteria and
sub- criteria and Evaluation Criteria and based on Table 5-Evaluation Scoring Guidelines (sub-criterion).

TABLE 4 - NOTES ON EVALUATION CRITERIA

S/NO. CRITERIA NOTES on SUB-CRITERIA

1 Consultants experience of not This indicates that the firm is solid in its work and it is not just starting
less than ________ (specify to operate.
number of years) it has been in
operational in that line business
(Max Score = 30%)
2 Consultant’s Relevant Most important in a shortlisting process - this refers to any previous
Experience for the Assignment, similar work or projects undertaken by the Consultant related to the
(Max Score = 50%) assignment i.e. ____________________________
_________________________________________________________
_________________________
3 Qualifications and Experience of While the Request for Proposals (RFP) will specify the key personnel
Proposed Key Personnel (If so required, with minimum number of years of required relevant work
requested in the EOI) (Max experience, the EOI may requires the applicant to indicate their
Score = 20%) proposed Team Leader and certain key personnel in their
establishment to ensure that the applicant is firm on the ground for this
kind of assignment.
4 Consultant’s Experience in the Specify the region to include familiarity with the nature of the
region (specify) under similar assignment, Region may include EA countries, Africa or specific
conditions to the Procuring regions of Kenya, etc.
Entity’s area (Max Score =
20%) "

15. The assessment will be based on the information that each firm presented and no additional information on
the firm's capacity and experience that was not provided in the Application and the EOI would be sourced.
The Evaluation Committee members will then assemble as a team under its Chairperson, and collectively
gave their assessments. Each Evaluator will complete his/her scores as on Table6A and B–Individual
Evaluator's Scoring Sheets shown below following the guidelines shown on Table5-Evaluation Scoring
Guide lines (sub-criterion). The scores in all the Table 6s from each Evaluator will be moderated by whole
Evaluation Committee to ensure there are no “too high or too low scores” by any Evaluator and will be
transferred to Table 7- Consolidated scores. The Evaluation Team will agree on a final Table 8- and the
Applicants will be ranked, from which a shortlist will be made and summarized on Table 11 – Shortlisted
firms, which will be the outcome of the assessment.

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TABLE 5 - EVALUATION SCORING GUIDELINES (SUB-CRITERION)

S/NO EVALUATION SUB- MAX SUB CRITERIA FOR SCORING

CRITERION POINTS
(specify)
SPECIFIC EXPERIENCE (LIST SCORE
SPECIFIC EXPERIENCE TO BE (specify)
SCORED)
1 Consultants experience 1
of not less than 2
________ (specify 3
number of years) it has 4
been in operational in 5
that line business 6
7
8
2 Consultant’s Relevant 1
Experience for the 2
Assignment 3
3 Qualifications and 1
Experience of Proposed 2
Key Personnel (If so 3
requested in the EOI) 4
5
4 Consultant’s Experience 1
in the region (specify) 2
under similar conditions 3
to the Procuring Entity’s
area
TOTAL SCORES 100

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TABLE 6 A – INDIVIDUAL EVALUATOR'S SCORING SHEET

Name of Evaluator
S/NO Evaluation Sub- Max Sub criteria for scoring APPLICANT’S NUMBER AND SCORES
Criterion Points Specific Experience Max. Score 1 2 3 4 5 6 7 8 9
1 Consultant’s Experience 1
over the last ---------- 2
years. 3
4
5
SUBTOTAL SCORE FOR CRITERION X X X X X X X X X X
2 Consultant’s Relevant 1
Experience for the 2
Assignment 3
SUBTOTAL SCORE FOR CRITERION X X X X X X X X X X
3 Qualifications and 1
Experience of Proposed 2
Key Personnel (If so 1
requested in the EOI) 2
2
3
SUBTOTAL SCORE FOR CRITERION X X X X X X X X X X
4 Consultant’s Experience 1
in the region (specify)
under similar conditions 2
to the Procuring Entity’
3
area.
SUBTOTAL SCORE FOR CRITERION X X X X X X X X X X

100 TOTAL SCORE FOR APPLICANT

Name and Signature of Evaluator

v
x

Date
16. The Evaluators will in addition complete Table 6B-Weaknesses and Strengths below for each firm to show
the weaknesses and strengths of each applicant. The Committee will consider each of the factors and if in its
opinion, the firm is considered too weak or has literally no strengths to warrant being shortlisted, such a firm
will be dropped.

TABLE 6B - WEAKNESSES AND STRENGTHS

S/NO NAME OF STRENGTHS WEAKNESSES RECOMMENDATION

APPLICANT (to be pass or fail)
1
2
3
4
5
6
7
8
9
10
11
12
13
ETC

Name and Signature of Evaluator

Date
 TABLE 7 - CONSOLIDATED SCORES (Four Tables one for each Criterion i.e. items 3, 4, 5 and 6 on Table 8)

APPLICANT’S NUMBER/NAME/SCORES
EVALUATOR TOTAL SCORE 1 2 3 4 5 6 7 8 9 10 11 12
ETC.
1 100
2 100
3 100
4 100
5 100
6 100
7 100
8 100
TOTAL SCORE (cross check total is X X X X X X X X X X X X
not more than 100)
i
xvi
i
xvii

TABLE 8 - CONSOLIDATED SCORES FOR EACH FIRM (for Eligible Applicants)

1 2 3 3 4 5 6 7 8
Consultant’s Consultant’s Qualifications and Consultant’s Total Score Ranking
Experience over Relevant Experience of Experience in the (Max Score =
Sole(S)/
the last ___ Experience for Proposed Key region under similar 100%)
S/NO APPLICANT’S NAME Joint Venture
years. (Max the Assignment Personnel (If so conditions to the
(J.V.)
Score = ) (Max Score = ) requested in the EOI) Procuring Entity’s
(Max Score = ) area. (Max Score = )

1
2
3
4
5
6
7
ETC
 17. The Committee would determine the score mark for being considered a pass applicant (E.g.75 marks and
above out of 100). The Firms that scored above the pass mark will be listed in Table 9: Firms that passed all
the criteria and would be considered for being on the short list as the first priority firms, while the firms in
Table10 are those who marginally passed all the criteria and would be considered as alternative firms in case
firms on Table 9 cannot make the required number for the shortlist.

TABLE 9: FIRMS THAT PASSED THE CRITERIA

No. Name of Consultant Sole/ JV/ Association/ Consortium Country

1.
2
3
4
5
6
7
etc

TABLE 10: FIRMS THAT MARGINALLY PASSED ALL THE CRITERIA

No. Name of Consultant Sole/ JV/ Association/ Consortium Country

1.
2
3
4
5
6
7
ETC

Shortlisting of Firms

18. The Evaluation Committee having reviewed the Applications that were received, would then agree on a
shortlist of Firms that were determined to have met the qualifications to be shortlisted. The Committee would
give its very considered assessment, the general observation on how the firms faired. The Committee would
then prepare a Table 11 together with a recommendation for presentation to the Committee or Official that
approves the Shortlist, in this case an Evaluation Committee or the Head of the Procuring Entity.

TABLE 11: SHORTLISTED FIRMS

No. S/N Name of Consultant Sole firm or Joint Venture or Association/ Consortium Country
1.
2.
3.
4.
5.
6.
ETC
.

19. The Shortlisting Committee here by append their signatures on Table 11, confirming their decision for the
firms shortlisted for Consulting Services for the “(name the assignment) of
the Project”.

xix
TABLE 12 - SIGNATURES OF SHORTLISTING COMMITTEE MEMBERS

(Confirming they Shortlisted No of Firms)

NO. NAME DESIGNATION SIGNATURE

1.
2.
3.
4.
5.
6.
7.
8.
9.

APPENDIX 2 TO THE PREFACE

GUIDELINES FOR PREPARING REQUEST FOR PROPOSALS (RFP)

1. GENERAL

1.1 Page1 (The Heading of the Document), the Preface, and the 2 Appendices shall not be included in the
Document to be issued to Shortlisted Firms. The Document to be issued to Tenderers shall start with the
page titled “This Page, NAME, LOGO AND ADDRESS OF THE PROCURING ENTITY, NAME AND
IDENTIFICATION OF TENDER”, including all other material on the page completed appropriately.

1.2 If in the course of preparing an RFP or evaluating Proposals following the criteria in the standard document,
a Procuring Entity finds a provision it does not understand or agree with, it shall contact PPRA for
clarifications before it changes anything, otherwise it will be considered as violating procurement rules.

1.3 The Procuring Entity should confirm that the contract to be procured is in the PE's Procurement Plan. The PE
should also confirm the estimated cost of the contract(s), including the estimated time for executing the
contract. The cost estimate helps the Procuring Entity determine the applicable selection method and the
determination if the lowest evaluated cost is unrealistically too low or too high. Prior to finalizing the RFP
Document, it is advisable for the Procuring Entity to recheck these estimates.

1.4 The estimates must be prepared by an expert(s) in the field of the subject contract who are also responsible
for preparing the TOR. The Estimates should be based on current market prices or on data collected by the
Procuring Entity based on past (but not historic) contracts.

2 SELECTION PROCEDURES AND REQUIREMENTS

i) Section 1: Request for Proposals (RFP) Letter.

The RFP shall only be amended in the designated gaps, and no other additions are allowed.

ii) Section 2: Instructions to Consultants and Data Sheet This Section consists of two parts:
a) Instructions to Consultants, and
b) Data Sheet.

Instructions to Consultants contain provisions that are to be used without modifications. Data Sheet
contains information specific to each selection and corresponds to the clauses in “Instructions to
xx
 Consultants” that call for selection - specific information to be added. No other additions are allowed in
this Section.

iii) Section 3: Technical Proposal –Standard Forms

This Section includes the forms that are to be completed by the shortlisted consultants and submitted in
accordance with the requirements of Section 2. These forms shall not be amended but issued as they in
the RFP.

iv) Section 4: Financial Proposal–Standard Forms

This Section includes the financial forms that are to be completed by the short listed consultants,
including the consultant's costing of its technical proposal, which are to be submitted in accordance with
the requirements of Section 2. These forms shall not be amended but issued as they are in the RFP.

v) Section 5: Terms of Reference (TORs)

This Section describes the scope of services, objectives, goals, specific tasks required to implement the
assignment, and relevant background information; provides details on the required qualifications of the
key experts; and lists the expected deliverables. This Section shall not be amended.

vi) Section 6: Conditions of Contract and contract forms

This Section includes a preface to describe the applicable types of contracts, two types of standard
contract forms for large or complex assignments: A Time-Based Contract and a Lump-Sum Contract.
The Preface shall not be modified. Each type of contract includes General Conditions of Contract
(“GCC”) that shall not be modified by the Procuring Entity or by a Shortlisted Firm or Tenderer, and the
Special Conditions of Contract (“SCC”) that’s
hallbemodifiedbytheProcuringEntitytoincludeclausesspecifictoeachcontract to supplement the General
Conditions. The SCC clauses shall also not be added or removed or amended by the Shortlisted firm.

vii) Section 7: General Conditions of Contract

viii) Section 8: Special Conditions of Contract

ix) Section 9: Appendices and

x) Section 10: Notification Forms

These Sections contains forms which, once completed, will form part of the Contract. The forms, when
required, shall only be completed by the Procuring Entity and successful firm after Contract award.

xxi
This Page is the beginning of the Request for Proposals Document to be issued to the Bidders

NAME, LOGO AND ADDRESS OF THE PROCURING ENTITY NAME AND

IDENTIFICATION OF CONTRACT STANDARD REQUEST FOR PROPOSAL FOR

SELECTION OF CONSULTING FIRMS

(1) NAME AND CONTACT ADDRESSES OF PROCURING ENTITY

Name……………………………………………………………………………………...................…….……

Address……………………………………………………………………………………………......................

Email address………………………………………………………………………………………….........……

(2) Contract / Request for Proposals (IFP) No.………………………………………………....………....................

(3) Contract Name…………………………………………………………………………................................….

xxiii
 SECTION 1 (A) - REQUEST FOR PROPOSAL (RFP)

Date:
Reference No.:
Name of Assignment:

TO:
[Note to Procuring Entity: Insert Name and Address of Consultant. In case of a Joint Venture (JV), indicate the full
name of the JV and the names of each member]

Dear Messrs.

1. The [insert name of Procuring Entity] has set aside funds in its budget or has received financing
from.......................... [select one source of funds] toward the cost of the subject consulting services.

2. The Procuring Entity now invites proposals to provide the following consulting services (here in after called “the
services”): …………………………………………………………………... [insert: name of consulting services
assignment]. More details on the Services are provided in Section 8 Terms of Reference.

3. This Request for Proposals (RFP) has been addressed to the following Consulting Firms:
i)........................................................................................................................................................
ii).......................................................................................................................................................
iii)......................................................................................................................................................
iv) .....................................................................................................................................................
v).......................................................................................................................................................
vi).................................................................................................................................................etc.

4. If a Consultant is a Joint Venture (JV), the full name of the JV shall be used and all members, starting with
the name of the lead member. Where sub-consultants have been proposed, they shall be named. The
maximum number of JV members shall be specified in the DS.

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

6. A firm will be selected under [insert: Selection Method] method and in a format as described in this RFP, in
accordance with the Public Procurement and Asset Disposal Act 2015, a copy of which is found at the
following website: www.ppra.go.ke.

7. The: Section 1: Letter of Request for Proposals

Section2: Instructions to Consultants and Data Sheet Section 3: Technical Proposal Standard Forms Section 4:
Financial Proposal Standard Forms Section 5: Terms of Reference
Section 6: Standard Forms of Contract ([Select: Time-Based or Lump-Sum])

8. Please inform us by [insert date], in writing at the address below or by E-mail [insert e-mail address]:
a) That you have received this Request for Proposals; and
b) Whether you intend to submit a proposal alone or intend to enhance your experience by requesting
permission to associate with other firm(s) (if permissible under Section 2, Instructions to Consultants
(ITC), Data Sheet14.1.1).

9. Details on the proposal's submission date, time and address are provided in the ITC 17.7and ITC 17.9 of the
Data Sheet.

Yours sincerely,

[Insert name of accounting officer [Insert title of the accounting officer]

[Insert physical, postal address, street address, postal code, city and country] [Insert country code and telephone
number]
[Insert email address]

xx
iv
 SECTION 2. INSTRUCTIONS TO CONSULTANTS AND DATA SHEET

Section 2(a). Instructions to Consultants (ITC)

[Notes to the Procuring Entity: this part of Section2, Instructions to Consultants, shall not be modified. Any
necessary changes, to address specific issues, to supplement, but not over-write, the provisions of the Instructions
to Consultants (ITC), shall be introduced through the Data Sheet only. This “Notes to the Procuring Entity” should
be deleted from the final RFP issued to the Consultants].

A. GENERALPROVISIONS

1. Meanings/Definitions

a) “Affiliate(s)” means an individual or an entity that directly or indirectly controls, is controlled by, or is
under common control with the Consultant.
b) “Applicable Law” means the laws and any other instruments having the force of law in Kenya.
c) “Procuring Entity” means the entity that is carrying out the consultant selection process and signs the
Contract for the Services with the selected Consultant.
d) “Consultant” means a legally-established professional consulting firm or an entity that may provide or
provides the Services to the Procuring Entity under the Contract.
e) “Contract” means a legally binding written agreement signed between the Procuring Entity and the
Consultant and includes all the attached documents listed in its Clause 1 (the General Conditions of
Contract (GCC), the Special Conditions of Contract (SCC), and the Appendices).
f) “Data Sheet” means an integral part of the Instructions to Consultants (ITC)
Section2thatisusedtoreflect specific assignment conditions to supplement, but not to over-write, the
provisions of the ITC.
g) “Day” means a calendar day unless otherwise specified as "Business Day". A Business Day is any day
that is an official working day in Kenya and excludes official public holidays.
h) “Experts” means, collectively, Key Experts, Non-Key Experts, or any other personnel of the
Consultant, Sub-consultant or Joint Venture member(s).
i) “Government” means the Government of the Republic of Kenya.
j) “In writing “means communicated in written form such as by mail, e-mail, fax, including, if specified
in the Data Sheet, distributed or received through the electronic-procurement system used by the
Procuring Entity with proof of receipt.
k) “Joint Venture (JV)” means an association with or without a legal personality distinct from that of its
members, of more than one Consultant where one member has the authority to conduct all business for
and on behalf of any and all the members of the JV, and where the members of the JV are jointly and
severally liable to the Procuring Entity for the performance of the Contract.
l) “Key Expert(s)” means an individual professional whose skills, qualifications, knowledge and
experience are critical to the performance of the Services under the Contract and whose CV is
considered in the technical evaluation of the Consultant's proposal.
m) “ITC” (this Section2 of the RFP) means the Instructions to Consultants that provides the Consultants
with all information needed to prepare their Proposals.
n) “Letter of RFP” means the letter of invitation being sent by the Procuring Entity to the Consultants.
o) “Non-Key Expert(s)” means an individual professional provided by the Consultant or its Sub-
consultant
andwhoisassignedtoperformtheServicesoranypartthereofundertheContractandwhoseCVsarenot
evaluated individually.
p) “Proposal” means the Technical Proposal and the Financial Proposal of the Consultant.
q) “Public Procurement Regulatory Authority (PPRA)” means the statutory authority of the Government
of Kenya that mandated with the role of regulating and monitoring compliance with the public
procurement law and regulations.
r) “RFP” means the Request for Proposals to be prepared by the Procuring Entity for the selection of
Consultants.
2
 s) “Services” means the work to be performed by the Consultant pursuant to the Contract.
t) “Sub-consultant” means an entity to whom the Consultant intends to subcontract any part of the
Services while the Consultant remains responsible to the Procuring Entity during the whole
performance of the Contract.
v) “Terms of Reference (TORs)” means the Terms of Reference that explains the objectives, scope of
work, activities, and tasks to be performed, respective responsibilities of the Procuring Entity and the
Consultant, and expected results and deliverables of the assignment.

2. Introduction

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

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

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

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

3. Conflict of Interest

3.1 The Consultant is required to provide professional, objective, and impartial advice, always holding the
Procuring Entity's interest's paramount, strictly avoiding conflicts with other assignments or its own
corporate interests and acting without any consideration for future work.

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

3.3 Without limitation on the generality of the foregoing, and unless stated otherwise in the Data Sheet, the
Consultants hall not be hired under the circumstances set forth below:
i) Conflicting Activities
Conflict between consulting activities and procurement of goods, works or non-consulting services: a
firm that has been engaged by the Procuring Entity to provide goods, works, or non-consulting services
for a project, or any of its Affiliates, shall be disqualified from providing consulting services resulting
from or directly related to those goods, works, or non-consulting services. Conversely, a firm hired to
provide consulting services for the preparation or implementation of a project, or any of its Affiliates,
shall be disqualified from subsequently providing goods or works or non-consulting services resulting
from or directly related to the consulting services for such preparation or implementation.
ii) Conflicting Assignments
Conflict among consulting assignments: A Consultant (including its Experts and Sub-consultants) or
any of its Affiliates shall not be hired for any assignment that, by its nature, may conflict with another
assignment of the Consultant for the same or for another Procuring Entity.

(iii) Conflicting Relationships

Relationship with the Procuring Entity's staff: a Consultant (including its Experts and Sub-consultants)
that has a close business or personal relationship with senior management or professional staff of the
Procuring Entity who has the ability to influence the bidding process and: (i) are directly or indirectly
involved in the preparation of the Terms of Reference for the assignment,(ii) the selection process for
the Contract, or (iii) the supervision of the Contract, may not be awarded a Contract, unless the conflict
stemming from such relationship has been resolved in a manner that determines there is no conflict to
affect this selection process.
iv) Others
Any other types of conflicting relationships as indicated in the Data Sheet.

3
4. Unfair Competitive Advantage

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

5. Corrupt and Fraudulent Practices

5.1 Consultant firms or any of its members shall not be involved in corrupt, coercive, obstructive, collusive or
fraudulent practice. Consultant firms or any of its members that are proven to have been involved in any of
these practices shall be automatically disqualified and would not be awarded a contract.

5.2 Collusive practices

5.2 The Procuring Entity requires compliance with the provisions of the Competition Act 2010, regarding
collusive practices in contracting. Any Consultant found to have engaged in collusive conduct shall be
disqualified and criminal and/or civil sanctions may be imposed. To this effect, Consultants shall be required
to complete and sign the “Certificate of Independent Proposal Determination” annexed to the Proposal
Form.
5.3 In further pursuance of this policy, Consultants shall permit and shall cause their agents (where declared or
not), subcontractors, sub-consultants, service providers, suppliers, and their personnel, to permit the
Government and its agencies to inspect all accounts, records and other documents relating to any short-
listing process, Proposal submission, and contract performance (in the case of award), and to have them
audited by auditors, investigators or compliance officers.

6. Eligibility

6.1 In selection of Consultants, short-listing shall be composed of firms or individuals who belong to the same
line of professional business and who are almost of the same capability.

6.2 Unless otherwise specified in the Data Sheet, the Procuring Entity permits Consultants including proposed
experts, joint ventures and individual members from all countries and categories to offer consulting services.
The maximum number of members so far JV shall be specified in the TDS.

6.3 The Competition Act of Kenya requires that firms wishing to tender as Joint Venture undertakings which
may prevent, distort or lessen competition in provision of services are prohibited unless they are exempt in
accordance with the provisions of Section 25 of the Competition Act, 2010. JVs will be required to seek for
exemption from the Competition Authority. Exemption shall not be a condition for submission of proposals,
but it shall be a condition of contract award and signature. AJV tenderer shall be given opportunity to seek
such exemption as a condition of award and signature of contract. Application for exemption from the
Competition Authority of Kenya may be accessed from the websitewww.cak.go.ke

6.4 Public Officers of the Procuring Entity, their Spouses, Child, Parent, Brothers or Sister. Child, Parent,
Brother or Sister of a Spouse, their business associates or agents and firms/organizations in which they have
a substantial or controlling interest shall not be eligible to tender or be awarded a contract. Public Officers
are also not allowed to participate in any procurement proceedings.

6.5 It is the Consultant's responsibility to ensure that it’s Experts, joint venture members, Sub-consultants, agents
(declared or not), sub-contractors, service providers, suppliers and/or their employees meet the eligibility
requirements.

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

a) Sanctions-A firm or an individual that has been debarred from participating in public procurement shall
be ineligible to be awarded a contract, or to benefit from the contract, financially or otherwise, during
the debarment period. The list of debarred firms and individuals is available from the website of PPRA
www.ppra.go.ke.
b) Prohibitions-Firms and individuals of a country or goods in a country maybe ineligible if:
i) As a matter of law or official regulations, Kenya prohibits commercial relations with that country; or
ii) By an act of compliance with a decision of the United Nations Security Council taken under Chapter

4
 VII of the Charter of the United Nations, Kenya prohibits any import of goods or services from that
country or any payments to any country, person, or entity in that country.
c) Restrictions for Government-ownedEnterprises-Government-ownedenterprisesorinstitutionsinKenya
shall be eligible only if they can establish that they
i) Are legally and financially autonomous,
ii) Operate under commercial law, and
iii) That they are not dependent agencies of the Procuring Entity.
d) Restrictions for public employees - Government officials and civil servants and employees of public
institutions shall not be hired for consulting contracts.

6.7 Margin of Preference and Reservations-no margin of preference shall be allowed in the selection of
consultants. Reservations may however be allowed to a specific group of businesses (these groups are Small
and Medium Enterprises, Women Enterprises, Youth Enterprises and Enterprises of persons living with
disability, as the case may be), and who are appropriately registered as such by the authority to be specified
in the Data Sheets. A procuring entity shall ensure that the invitation to submit proposals specifically
includes only businesses or firms belonging to one group.

B. Preparation of Proposals

7. General Considerations

7.1 In preparing the Proposal, the Consultant is expected to examine the RFP in detail. Material deficiencies in
providingtheinformationrequestedintheRFPmayresultinrejectionoftheProposal.

8. Cost of Preparation of Proposal

8.1 The Consultant shall bear all costs associated with the preparation and submission of its Proposal, and the
Procuring Entity shall not be responsible or liable for those costs, regardless of the conduct or outcome of
the selection process. The Procuring Entity is not bound to accept any proposal and reserves the right to
annul the selection process at any time prior to Contract award, without there by incurring any liability to the
Consultant.

9. Language

9.1 The Proposal, as well as all correspondence and documents relating to the Proposal exchanged between the
Consultant and the Procuring Entity shall be written in the English language.

10. Documents Comprising the Proposal

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

10.2 The Consultant shall declare in the Financial Proposal Submission Form, that in competing for and
executing a contract, it shall undertake to observe the laws of Kenya against fraud and corruption including
bribery, as well as against anti-competitive practices including bid rigging.

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

11. Only One Proposal

11.1 The Consultant (including the individual members of any Joint Venture) shall submit only one Proposal,
either in its own name or as part of a Joint Venture in another Proposal. If a Consultant, including any Joint
Venture member, submits s or participates in more than one proposal, all such proposals shall be disqualified
and rejected. This does not, however, preclude Sub-consultant, or the Consultant's staff from participating as
Key Experts and Non-Key Experts in more than one Proposal when circumstances justify and if stated in the
Data Sheet.

11.2 Members of a joint venture may not also make an individual Proposal, be a subcontractor in a separate
proposal or be part of another joint venture for the purposes of the same Contract.

5
11.3 Should a Joint Venture subsequently win the Contract, it shall consider whether an application for
exemption from the Competition Authority of Kenya is merited pursuant to Section 25 of the Competition
Act 2010.

12. Proposal Validity

a. Proposal Validity Period

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

12.2 During this period, the Consultant shall maintain its original Proposal without any change, including the
availability of the Key Experts, the proposed rates and the total price.

12.3 If it is established that any Key Expert nominated in the Consultant's Proposal was not available at the time
of Proposal submission or was included in the Proposal without his/her confirmation, such Proposal shall be
disqualified and rejected for further evaluation and may be subject to sanctions in accordance with IT C5.

b. Extension of Validity Period

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

12.5 If the Consultant agrees to extend the validity of its Proposal, it shall be done without any change in the
original Proposal and with the confirmation of the availability of the Key Experts, except
asprovidedinITC12.7.

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

b. Substitution of Key Experts at Validity Extension

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

12.8 If the Consultant fails to provide a substitute Key Expert with equal or better qualifications, or if the
provided reasons for the replacement or justification are unacceptable to the Procuring Entity, such Proposal
will be rejected.

c. Sub-Contracting

12.9 The Consultant shall not subcontract the whole or part of the Services without reasonable justification and
written approval of the Procuring Entity.

13. Clarification and Amendment of RFP

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

13.2 At any time before the proposal submission deadline, the Procuring Entity may amend the RFP by issuing an
amendment in writing or by standard electronic means. The amendment shall be sent to all invited
Consultants and will be binding on them. The Consultants shall acknowledge receipt fall amendments in
6
 writing.

13.3 If the amendment is substantial, the Procuring Entity may extend the proposal submission deadline to give
the Consultants reasonable time to take an amendment in to account in their Proposals.

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

14. Preparation of Proposals–Specific Considerations

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

(a) If a Consultant considers that it may enhance its expertise for the assignment by associating with other
consultants in the form of a Joint Venture or as Sub-consultants, it may do solon gas only one Proposal
is submitted, in accordance with ITC 11. Above. A Consultant cannot associate with shortlisted
Consultant(s). When associating with non-shortlisted/non-invited firms in the form of a joint venture
or a sub-consultancy, the shortlisted/invited Consultant shall be a lead member. If shortlisted/invited
Consultant associates with each other, any of them can be a lead member.
(b) The Procuring Entity may indicate in the Data Sheet the estimated amount or Key Experts' time input
(expressed in person-month), or the Procuring Entity's estimated total cost of the assignment, but not
both. This estimate is indicative and the Proposal shall be based on the Consultant's own estimates for
the same. This clause shall not apply when using Fixed Budget selection method.
(c) For assignments under the Fixed-Budget selection method, the estimated Key Experts' time input shall
not be disclosed. Total available budget, with an indication whether it is inclusive or exclusive of
taxes, is given in the Data Sheet, and the Financial Proposal shall not exceed this budget.
d) Key Experts shall not appear in more than one proposal unless so allowed in the Data Sheet. Invited
firms must confirm and ensure their Key experts do not appear in proposal of other invited firms,
otherwise proposals with Key experts appearing in other proposals will be rejected.

15. Technical Proposal Format and Content

15.1 The Technical Proposal shall be prepared using the Standard Forms provided in Section 3 of the RFP and
shall comprise the documents listed in the Data Sheet under ITC 10.1. The Technical Proposal shall not
include any financial information. A Technical Proposal containing material financial information shall be
declared non- responsive.

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

16. Financial Proposal

16.1 The Financial Proposal shall be prepared using the Standard Forms provided in Section 4 of the RFP. It shall
list all costs associated with the assignment, including (a) remuneration for Key Experts and Non-Key
Experts, (b) reimbursable expenses indicated in the Data Sheet. Irrespective of the consultant selection
method, any Consultant that does not submit itemized and priced financial proposal, or merely refers the
Procuring Entity to other legal instruments for the applicable minimum remuneration fees shall be
considered non-responsive.

a. Price Adjustment

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

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

c. Currency of Proposal

16.4 The Consultant may express the price for its Services in the currency or currencies as stated in the Data
7
 Sheet. If indicated in the Data Sheet, the portion of the price representing local cost shall be stated in Kenya
Shillings.

d. Currency of Payment

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

C. SUBMISSION, OPENINGANDEVALUATION

17. Submission, Sealing, and Marking of Proposals

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

17.2 An authorized representative of the Consultant shall sign the original submission letters in the required
format for both the Technical Proposal and the Financial Proposals and shall initial all pages of both. The
authorization shall be in the form of a written power of attorney attached to the Technical Proposal.

17.3 A Proposal submitted by a Joint Venture shall be signed by all members so as to be legally binding on all
members, or by an authorized representative who has a written power of attorney signed by each member's
authorized representative.

17.4 Any modifications, revisions, interlineations, erasures, or overwriting shall be valid only if they are signed
or initialed by the person signing the Proposal.

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

18. Sealing and Marking of Proposals

18.1 The firm shall deliver the Proposals in a single sealed envelope, or in a single sealed package, or in a single
sealed container bearing the name and Reference number of the assignment, addressed to the Procuring
Entity and a warning “DO NOT OPEN BEFORE…………. (The time and date for proposal opening date”.
Within the single envelope, package or container, the Firm shall place the following separate, sealed
envelopes:

18.2 In the single sealed envelope, or in a single sealed package, or in a single sealed container the following
documents shall been closed and shall be addressed as follows:
i) in an envelope or package or container marked “ORIGINAL”, all documents comprising the
Technical Proposal, as described in ITC11;
ii) in an envelope or package or container marked “COPIES”, all required copies of the Technical Proposal;
iii) in an envelope or package or container marked “ORIGINAL”, all required copies of the Financial
Proposal; and

18.3 The inner envelopes or packages or containers shall:

i) Bear the name and address of the Procuring Entity.
ii) Bear the name and address of the Firm; and
iii) Bear the name and Reference number of the Assignment.

18.4 If an envelope or package or container is not sealed and marked as required, the Procuring Entity will
assume no responsibility for the misplacement or premature opening of the proposal. Proposals that are
misplaced or opened prematurely will not be accepted.

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

8
19. Confidentiality/Canvassing

19.1 From the time the Proposals are opened to the time the Contract is awarded, the Consultant should not
contact the Procuring Entity on any matter related to its Technical and/or Financial Proposal. Information
relating to the evaluation of Proposals and award recommendations shall not be disclosed to the Consultants
who submitted the Proposals or to any other party not officially concerned with the process, until the
publication of the Contract award information.

19.2 Any attempt by Consultants or any one on behalf of the Consultant to influence improperly the Procuring
Entity in the evaluation of the Proposals or Contract award decisions may result in the rejection of its
Proposal and may be subject to the application of prevailing PPRA's debarment procedures.

19.3 Notwithstanding the above provisions, from the time of the Proposals' opening to the time of Contract award
publication, if a Consultant wishes to contact the Procuring Entity on any matter related to the selection
process, it should do so only in writing.

20. Opening of Technical Proposals

20.1 The Procuring Entity's opening committee shall conduct the opening of the Technical Proposals in the
presence of the Consultants' authorized representatives who choose to attend (in person, or online if this
option is offered in the Data Sheet). The opening date, time and the address are stated in the Data Sheet. The
envelopes with the Financial Proposal shall remain sealed and shall be securely stored by the Procuring
Entity or with a reputable public auditor or independent authority until they are opened in accordance with
ITC 22.

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

21. Proposals Evaluation

21.1 Subject to provision of ITC 15.1, the valuators of the Technical Proposals shall have no access to the
Financial Proposals until the technical evaluation is concluded and after the Procuring Entity notifies all the
Consultants in accordance with ITC 22.1.

21.2 The Consultant is not permitted to alter or modify its Proposal in anyway after the proposal submission
deadline except as permitted under ITC12.7. While evaluating the Proposals, the Evaluation Committee will
conduct the evaluation solely on the basis of the submitted Technical and Financial Proposals.

22. Evaluation of Technical Proposals

22.1 The Procuring Entity's evaluation committee shall evaluate the Technical Proposals that have passed the
eligibility and mandatory criteria, on the basis of their responsiveness to the Terms of Reference and the
RFP. The eligibility and mandatory criteria shall include the following and any other that may include in the
Data sheet.
a) Firm has submitted the required number of copies of the Technical Proposals.
b) Firm has submitted a sealed financial proposal.
c) The Proposal is valid for the required number of days.
d) The Technical Proposal is signed by the person with power of attorney, without material deviation,
reservation, or omission.
e) The Technical Proposal is complete with all the forms and required documentary evidence submitted.
f) A valid tax compliance certificate or tax exemption certificate issued by the Kenya Revenue Authority
in accordance with ITT 3.14 for Kenyan firms.
g) Key Experts are from eligible countries.
h) Key Experts do not appear in more than one proposal, if so required.
i) A short-listed firm has not participated in more than one proposal, if so required.
j) The Consultant is not insolvent, in receivership, bankrupt or in the process of being wound up.
k) The Consultant, its sub-consultants and experts have not engaged in or been convicted of corrupt or
fraudulent practices.
9
 l) The Consultant is neither precluded from entering into a Contract nor debarred by PPRA.
m) The firm has not proposed employing public officials, civil servants and employees of public institutions.

n) The Consultant, its sub-consultants and experts have no conflicts of interest.

22.2 Each responsive Proposal will be given a technical score. A Proposal shall be rejected at this stage if it does
not respond to important aspects of the RFP or if it fails to achieve the minimum technical score indicated in
the Data Sheet.

23. Public Opening of Financial Proposals

23.1 Unsuccessful Proposals

After the technical evaluation is completed, the Procuring Entity shall notify those Consultants whose
Proposals were considered non-responsive to the RFP and TOR or did not meet the minimum qualifying
technical score, advising them the following: (i) their Proposal was not responsive to the RFP and TOR or
did not meet the minimum qualifying technical score;(ii)provide information relating to the Consultant's
overall technical score, as well as scores obtained for each criterion and sub-criterion; (iii) their Financial
Proposals will be returned unopened after completing the selection process and Contract signing; and (iv )
notify them of the date, time and location of the public opening of the Financial Proposals and invite them to
attend.

23.2 Financial Proposals for QBS, CQS and SSS

Following the ranking of the Technical Proposals, when the selection is based on QBS or CQS, the top-
ranked Consultant is invited to negotiate the Contract. Only the Financial Proposal of the technically top-
ranked Consultant is opened by the opening committee. All other Financial Proposals shall be returned
unopened after the Contract negotiations are successfully concluded and the Contract is signed with the
successful Consultant.

When the selection is based on the SSS method and if the invited Consultant meets the minimum technical
score required passing, the financial proposal shall be opened and the Consultant invited to negotiate the
contract.

23.3 Financial Proposals for QCBS, FBS, LCS

Following the ranking of the Technical Proposals, and after internal approvals, the Procuring Entity shall
simultaneously notify in writing those Consultants whose Proposals were considered responsive to the RFP
and TOR, and that have achieved the minimum qualifying technical score, advising them the following: (i)
their Proposal was responsive to the RFP and TOR and met the minimum qualifying technical score; (ii)
provide information relating to the Consultant's overall technical score, as well as scores obtained for each
criterion and sub-criterion;(iii) their Financial Proposal will be opened at the public opening of Financial
Proposals; and (iv) notify them of the date, time and location of the public opening and invite them for the
opening of the Financial Proposals.

23.4 Opening of Financial Proposals

The opening date should allow the Consultants sufficient time to decide for attending the opening and shall
be no less than five (5) Business Days from the date of notification of the result s of the technical evaluation,
described in ITC 22.1 and 22.2.

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

The Financial Proposals shall be opened publicly by the Procuring Entity's opening committee in the
presence of the representatives of the Consultants and anyone else who chooses to attend. Any interested
party who wishes to attend this public opening should contact the Procuring Entity as indicated in the Data
Sheet. At the opening, the names of the Consultants, and the overall technical scores, including the break-
down by criterion, shall be read aloud. The Financial Proposals will then be inspected to confirm that they
have remained sealed and unopened. These Financial Proposals shall be then opened, and the total prices
read aloud and recorded. Copies of the record shall be sent to all Consultants who submitted Proposals.

24. Correction of Errors

10
24.1 Activities and items described in the Technical Proposal but not priced in the Financial Proposal, shall be
assumed to be included in the prices of other activities or items, and no corrections are made to the Financial
Proposal.

24.2 Time-Based Contracts-If a Time-Based contract form is included in the RFP, in case of discrepancy between
(i) a partial amount(sub-total) and the total amount, or (ii)between the amount derived by multiplication of
unit price with quantity and the total price, or (iii) between figures and words, the later will prevail. In case
of discrepancy between the Technical and Financial Proposals in indicating quantities of input, the Technical
Proposal prevails and the Procuring Entity's evaluation committee shall correct the quantification indicated
in the Financial Proposal so as to make it consistent with that indicated in the Technical Proposal, apply the
relevant unit price included in the Financial Proposal to the corrected quantity, and correct the total Proposal
cost.

24.3 Lump-Sum Contracts - If a Lump-Sum contract form is included in the RFP, the Consultant is deemed to
have included all prices in the Financial Proposal, so neither arithmetical correction nor price adjustments
shall be made. The total price, net of taxes understood as per ITC 24 below, specified in the Financial
Proposal (Form FIN-1) shall be considered as the offered price.

25. Taxes

25.1 Subject to ITC 24.2, all taxes are deemed to be included in the Consultant's financial proposal as separate
items, and, therefore, considered in the evaluation.

25.2 All local identifiable taxes levied on the contract in voices (such as sales tax, VAT, excise tax, or any similar
taxes or levies) and in come and withholding tax payable to Kenya on the remuneration of non-resident
Experts for the services rendered in Kenya are dealt with in accordance with the instructions in the Data
Sheet.

26. Conversion to Single Currency

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

27. Abnormally Low Prices

27.1 An Abnormally Low Price is one where the financial price, in combination with other constituent elements
of the proposal, appears unreasonably low to the extent that the price raises material concerns with the
Procuring Entity as to the capability of the Consulting firm to perform the Contract for the offered price.

27.2 In the event of identification of a potentially Abnormally Low Price by the evaluation committee, the
Procuring Entity shall seek written clarification from the firm, including a detailed price analyses of its price
in relation to the subject matter of the contract, scope, delivery schedule, allocation of risk sand
responsibilities and any other requirements of the RFP document.

27.3 After evaluation of the price analyses, if the Procuring Entity determines that the firm has failed to
demonstrate its capability to perform the contract for the offered price, the Procuring Entity shall reject the
firm's proposal.

28. Abnormally High Prices

28.1 An abnormally high price is one where the proposal price, in combination with other constituent elements of
the proposal, appears unreasonably too high to the extent that the Procuring Entity is concerned that it (the
Procuring Entity) may not be getting value for money or it may be paying too high a price for the contract
compared with market prices or that genuine competition between Consultants is compromised.

28.2 In case of an abnormally high tender price, the Procuring Entity shall make a survey of the market prices,
check if the estimated cost of the contract is correct, and review the RFP to check if the specifications, TOR,
scope of work and conditions of contract are contributory to the abnormally high proposals. The Procuring
Entity may also seek written clarification from the Consultants on the reason or the high proposal price. The
Procuring Entity shall proceed as follows:
i) If the proposal price is abnormally high based on wrong estimated cost of the contract, the Procuring
Entity may accept or not accept the proposal depending on the Procuring Entity's budget considerations.
ii) If specifications, TOR, scope of work and/or conditions of contract are contributory to the abnormally
high proposal prices, the Procuring Entity shall reject all proposals and may re-invite for proposals for
11
 the contract based on revised estimates, specifications, TOR, scope of work and conditions of contract.

28.3 If the Procuring Entity determines that the Proposal Price is abnormally too high because genuine
competition between Consultants is compromised (often due to collusion, corruption or other
manipulations), the Procuring Entity shall reject all Proposals and shall institute or cause competent
Government Agencies to institute an investigation on the cause of the compromise, before re-inviting for
proposals.

29. Combined Quality and Cost Evaluation

a. Quality and Cost Based Selection (QCBS) Method

29.1 In the case of Quality and Cost Based Selection (QCBS), the total score is calculated by weighting the
technical and financial scores and adding them as per the formula and instructions in the Data Sheet. The
Consultant that achieves the highest combined technical and financial score will be notified and invited for
negotiations.

b. Fixed Budget Selection (FBS) Method

29.2 In the case of FBS, those Proposals that exceed the budget indicated in ITC 14.1.4 of the Data Sheet shall be
rejected. The Procuring Entity's evaluation committee will select the Consultant with the highest-ranked
Technical Proposal that does not exceed the budget indicated in the RFP, notify and invite such Consultant to
negotiate the Contract.

c. Least Cost Selection (LCS) Method

29.3 In the case of Least-Cost Selection (LCS), the Procuring Entity's evaluation committee will select the
Consultant whose Proposal is the lowest evaluated total price among those Proposals that achieve the
minimum technical score required to pass, notify the Consultant and invite the Consultant to negotiate the
Contract.

d. Combined Technical and Evaluation Report

29.4 The evaluation committee shall prepare a combined technical and financial evaluation report, with specific
recommendations for award or otherwise and subject to the required approvals within the Procuring Entity
prior to notifications and invitation of Consultant for negotiations.

30. Notification of Intention to enter into a Contract/Notification of Award

30.1 The Procuring Entity shall send to each Consultant (that has not already been notified that it has been
unsuccessful) the Notification of Intention to Award the Contract to the successful Consultant. The
Notification of Intention to enter into a Contract / Notification of Award shall contain, at a minimum, the
following information:
i) The name and address of the Consultant with whom the Procuring Entity successfully negotiated a contract;
ii) the contract price of the successful Proposal;
iii) a statement of the reasons why the recipient's Proposal was unsuccessful
iv) the expiry date of the Standstill Period, and
v) instructions on how to request a debriefing and/or submit a complaint during the standstill period;

31. Standstill Period

31.1 The Standstill Period shall be the number of days stated in the Data Sheet. The Standstill Period commences
the day after the date the Procuring Entity has transmitted to each Consultant (that has not already been
notified that it has been unsuccessful) the Notification of Intention to Award the Contract. The Contract shall
not be signed earlier than the expiry of the Standstill Period. This period shall be allowed for aggrieved
Consultants to lodge an appeal. The procedure for appeal and the authority to determine the appeal or
complaint is as indicated in the Data Sheet.

D. NEGOTIATIONS AND AWARD

32. Negotiations

32.1 The negotiations will be held at the date and address indicated in the Data Sheet with the Consultant's
12
 representative(s) who must have written power of attorney to negotiate and sign a Contract on behalf of the
Consultant.

32.2 The evaluation committee shall prepare minutes of negotiations that are signed by the Accounting Officer
and the Consultant's authorized representative.
32.3 Availability of Key Experts
The invited Consultant shall confirm theavailabilityofallKeyExpertsincludedintheProposalasapre-requisite
to the negotiations, or, if applicable, a replacement in accordance with ITC 12. Failure to confirm the Key
Experts' availability may result in the rejection of the Consultant's Proposal and the Procuring Entity
proceeding to negotiate the Contract with the next-ranked Consultant.
32.4 Notwithstanding the above, the substitution Key Experts at the negotiations may be considered if due solely
to circumstances outside the reasonable control of and not foreseeable by the Consultant, including but not
limited to death or medical in capacity. In such case, the Consultant shall offer a substitute Key Expert
within the period of time specified in the letter of invitation to negotiate the Contract, who shall have
equivalent or better qualifications and experience than the original candidate.
32.5 Technical negotiations
The technical negotiations include discussions of the Terms of Reference (TORs), the proposed
methodology, the Procuring Entity's inputs, the special conditions of the Contract, and finalizing the
“Description of Services” part of the Contract. These discussions shall not substantially alter the original
scope of services under the TOR or the terms of the contract, lest the quality of the final product, its price, or
the relevance of the initial evaluation be affected.
32.6 Financial negotiations
The financial negotiations include the clarification of the Consultant's tax liability in Kenya and how it
should be reflected in the Contract. All applicable taxes shall be itemized separately and included in the
contract price.
32.7 If the selection method included cost as a factor in the evaluation (that is QCBS, FBS, LCS), the unit rates
and the total price stated in the Financial Proposal for a Lump-Sum contract shall not be negotiated.
32.8 Where QBS or CQS methods was used for a Lump-sum Contract as indicated in the RFP, the unit rates
negotiations shall not take place, except when the offered Key Experts and Non-Key Experts' remuneration
rates aremuchhigherthanthetypicallychargedratesbyconsultantsinsimilarcontractsortheprofessionalpractice.
In such case, the Procuring Entity may ask for clarifications and, if the fees are very high, ask to change the
rates. The format for (i) providing information on remuneration rates in the case of QB Sand CQS; and (ii)
clarifying remuneration rates' structure under this Clause, is provided in Appendix A to the Financial Form
FIN-3: Financial Negotiations – Breakdown of Remuneration Rates. If after the clarifications, the price is
still considered too high, the Procuring Entity may terminate the negotiation and invite the next ranked
Consultant to open its financial proposal and negotiate the contract.
32.9 In the case of a Time- Based contract, negotiation of unit rates shall not take place, except when the offered
Key Experts and Non-Key Experts' remuneration rates are much higher than the typically charged rates by
consultants in similar contracts. In such case, the Procuring Entity may ask for clarifications and, if the fees
are very high, ask to change the rates. The format for (i) providing information on remuneration rates in the
case of QBS and CQS; and (ii) clarifying remuneration rates 'structure under this Clause, is provided in
Appendix A to the Financial Form FIN-3: Financial Negotiations-Breakdown of Remuneration Rates. If
after the clarifications, the price is still considered too high, the Procuring Entity may terminate the
negotiation and invite the next ranked Consultant for negotiations.
32.10 Where SSS method was used as indicated in the RFP, both the unit rates and total price shall be negotiated.
If the negotiations fail, the Procuring Entity shall terminate the Consultant selection process. In that event,
the Procuring Entity shall review the consultancy requirements and market conditions prior to deciding to
use an appropriate selection method to again procure the consulting services.
33. Conclusion of Negotiations
33.1 The negotiations are concluded with a review of the finalized draft Contract, which then shall be initialed by
the Accounting Officer and the Consultant's authorized representative and minutes prepared to record the
outcome of the negotiations.
33.2 If the negotiations fail, the Procuring Entity shall inform the Consultant in writing of all pending issues and
disagreements and provide a final opportunity to the Consultant to respond. If disagreement persists, the
Procuring Entity shall terminate the negotiations informing the Consultant of the reasons for doing so. The
Procuring Entity will invite the next-ranked Consultant to negotiate a Contract. Once the Procuring Entity
13
 commences negotiations with the next-ranked Consultant, the Procuring Entity shall not reopen the earlier
negotiations.

34. Letter of Award

34.1 Upon expiry of the Standstill Period, specified in ITC 28.1, after satisfactorily addressing any appeal that has
been filed within the Standstill Period, and upon successful negotiations, the Procuring Entity shall send a
Letter of Award to the successful Consultant. The letter shall confirm the Procuring Entity's award of
Contract to the successful Consultant and requesting the Consultant to sign and return the draft negotiated
Contract within Twenty-One (21) Days from the date of the Letter of Award.

35. Signing of Contract

35.1 The Contract shall be signed prior to the expiration of the Proposal Validity Period and promptly after expiry
of the Standstill Period, specified in ITC 28.1 and upon satisfactorily addressing any complaint that has been
filed within the Standstill Period.

35.2 The Consultant is expected to commence the assignment on the date and at the location specified in the Data
Sheet.

36. Publication of Procurement Contract

36.1 Within the period specified in the Data Sheet, the Procuring Entity shall publish the awarded Contract which
shall contain, at a minimum, the following information: (a) name and address of the Procuring Entity; (b)
name and reference number of the contract being awarded, (c) the selection method used; (d) names of the
consultants that submitted proposals; (e) names of all Consultants whose Proposals were rejected or were not
evaluated; (f) the name of the successful consultant, the final total contract price, the contract duration and a
summary of its scope.

36.2 Consider carefully the information on Consultants to be published, particularly evaluation by the Procuring
Entity, to avoid disclosing information which can facilitate bid-rigging formation going forward. Suggest
amendment as follows:

36.3 The awarded Contract shall be published on the Procuring Entity's website with free access if available and
in the official procurement tender portal.

37. Procurement Related Complaint and Administrative Review

37.1 The procedures for making Procurement-related Complaints shall be specified in the TDS.

37.2 A request for administrative review shall be made in the form provided under contract forms.

14
SECTION 2 (B). DATA SHEET

[“Notes to Procuring Entity” shown in brackets throughout the text are provided for guidance to prepare the Data
Sheet; they should be deleted from the final RFP to be sent to the Consultants. Where an e-procurement system is
used, modify the relevant parts of the Data Sheet to reflect thee-procurement process to be used in the consultant
selection]

Reference to PARTICULARS OF APPENDIX TO INSTRUCTIONS TO TENDERS

ITC Clause
A. General Provisions
1(j) Electronic procurement system shall be used: (a) Yes ____ (b) No_____
If Yes;
Electronic –Procurement System
The Procuring Entity shall use the following electronic-procurement system to manage this
Request for Proposal process:
[insert name of the e-system and url address or link]
The electronic-procurement system shall be used to manage the following part of the RFP
process:
[list the parts of process e.g. issuing RFP, submissions of technical and financial Proposals,
opening of Proposals etc. and insert such additional information in this Data Sheet as is required
to describe these processes]

2.1 Name of the Procuring Entity: _________________________

The consultant selection method is:

[Procuring Entity to choose ONE of the selection methods by placing an X]

Quality and Cost Based Selection Method (QCBS) [ ]

Quality Based Selection Method (QBS) [ ]
Least Cost Selection Method (LCS) [ ]
Consultant Qualification Selection Method (CQS) [ ]
Fixed Budget Selection Method (FBS) [ ]
Single Source Selection Method (SSS) [ ]

2.2 Financial Proposal to be submitted together with Technical Proposal in separate envelopes: Yes
____ No ____

The name of the assignment is: ________________________

2.3 A pre-proposal conference will be held: Yes or No __

[If “Yes”, fill in the following:]
Date of pre-proposal conference: ____________________________
Time: _________________________________________________
Address:
Telephone:
E-mail:
Title of contact person: _____________________________

2.4 The Procuring Entitywill provide the following inputs, project data, reports, etc. to facilitate the
preparation of the Proposals: ___ [list or state “N/A” if none] ______

3.3 (iv) [Insert any other conflicting relationships] _______________________

4.1 [If “Unfair Competitive Advantage” applies to the selection, explain how it is mitigated,
including listing the reports, information, documents, etc. and indicating the sources where these
can be downloaded or obtained by the Consultants]

15
Reference to PARTICULARS OF APPENDIX TO INSTRUCTIONS TO TENDERS
ITC Clause

6.2 Maximum number of members in the Joint Venture (JV) shall be: [insert a number].

6.6 (a) The list of debarred firms and individuals is available at the PPRA’s website www.ppra.go.ke or
email [email protected]

6.7 The business will be registered with _____________________

B. Preparation of Proposals

10.1 The Proposal shall comprise the following:

1st Inner Envelope with the Technical Proposal:
Power of Attorney to sign the Proposal
TECH-1: Technical Proposal Submission Form
TECH-2: Consultant’s Organization and Experience
TECH-3: Comments and Suggestions
TECH-4: Description of Approach, Methodology and Workplan
TECH-5: Work Schedule and Planning for Deliverables
TECH-6: Team Composition, Assignment, and Key Experts’ Input
TECH-7: Mandatory Documentary Evidence

AND

2nd Inner Envelope with the Financial Proposal:

(1) FIN-1: Financial Proposal Submission Form
(2) FIN-2: Summary of Costs
(3) FIN-3: Breakdown of Remuneration
(4) FIN-4: Breakdown of Reimbursable Expenses

11.1 Participation of Sub-consultants, and Key Experts in more than one Proposal is permissible:
[select one option]
Yes _ or No____

12.1 Proposals must remain valid for [insert a number: normally between 60 and 120] days after the
proposal submission deadline.

13.1 Clarifications may be requested no later than [insert number] days prior to the submission
deadline.
The contact information for requesting clarifications is:
E-mail:

14 (b) [If not used, state “Not applicable”. If used, insert the following:
(do not use for Estimated input of Key Experts’ time-input: __________person-months.
Fixed Budget [OR]
method) Estimated total cost of the assignment: _____________
[Indicate only either time input (in person-month) or total cost, but not both!]

14 (c) and 26.2 [If Fixed Budget Selection Method is not used, state “Not applicable”. If Fixed Budget Selection
[use for Fixed method is used, insert the following:
Budget The total available budget for this Fixed-Budget assignment is: ___________ [insert currency]
method] (choose one: inclusive or exclusive of taxes). Proposals exceeding the total available budget will
be rejected.
[If inclusive, indicate tax estimates separately]

14 (d) Key Experts shall not appear in more than one proposal: YES…………… /NO…………….

16.1(b) [A sample list or reimbursable expenses is provided below for guidance. Items that are not
applicable should be deleted, others may be added. If the Procuring Entity wants to set up
maximum ceilings for unit rates of certain type of expenses, such ceilings should be indicated in
the FIN forms].The Financial Proposal will include (but not limited to) the following

16
Reference to PARTICULARS OF APPENDIX TO INSTRUCTIONS TO TENDERS
ITC Clause

reimbursable expenses:
(1) a per diem allowance, including hotel, for experts for every day of absence from the home
office for the purposes of the Services;

(2) cost of travel by the most appropriate means of transport and the most direct practicable
route;

(3) cost of office accommodation, including overheads and back-stop support;

(4) communications costs;

(5) cost of purchase or rent or freight of any equipment required to be provided by the
Consultants;

(6) cost of reports production (including printing) and delivering to the Procuring Entity;

(7) other allowances where applicable and provisional or fixed sums (if any)]

(8) [insert relevant type of expenses, if/as applicable]

16.2 A price adjustment provision applies to remuneration rates:

Yes ________ or No ___________
[The price adjustment applies to Time-Based contracts with a duration exceeding 18 months. In
exceptional circumstances, price adjustment can also apply to Lump-Sum contracts assignments
longer than 18 months in duration with prior agreement with the Procuring Entity]
[If “Yes”, specify whether it applies to foreign and/or local inflation]

16.3 [If the Procuring Entity has obtained a tax exemption applicable to the Contract, insert: “The
Procuring Entity has obtained an exemption for the Consultant from payment of ___________
[insert the tax description such as VAT, withholding tax, duties, etc.] in Kenya as per [insert
reference to the applicable official source that issued an exemption].
[If there is no tax exemption in Kenya, insert the following:
“Information on the Consultant’s tax obligations in the Procuring Entity’s country can be found
on the Kenya Revenue Authority website: www.kra.go.ke

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

Consultant may express the price for their Services in any fully convertible currency, singly or in
combination of up to three foreign currencies.
The Financial Proposal should state local costs in Kenya Shillings: Yes_____ or.
No_________.

C. Submission, Opening and Evaluation

17.1 The Consultants [insert “shall” or “shall not”] have the option of submitting their Proposals
electronically.
[If “Yes”, insert: The electronic submission procedures shall be: [describe the submission
procedure.]

17.5 The Consultant must submit:

(a) Technical Proposal: one (1) original and _____ [insert number] copies;
(b) Financial Proposal: one (1) original.

18.5 The Proposals must be submitted no later than:

Date: ____day/month/year [for example, 15 January 2018]
Time: ____ [insert time in 24h format, for example, “16:00 East African Time”]
The Proposal submission address is:

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

Yes ____or No________

17
Reference to PARTICULARS OF APPENDIX TO INSTRUCTIONS TO TENDERS
ITC Clause

[If yes, insert “The online opening procedure shall be: [describe the procedure for online
opening of Technical Proposals.]
The opening shall take place at:
[insert and fill in the following:]
Street Address: _______________
Floor Number
Room number___________
City: _______________________
County:
Country: ____________________
Date: [indicate…same as the submission deadline indicated in 17.7.]
Time: [insert time in 24h format, for example – “16:00 East African Time]
[The time should be immediately after the time for the submission deadline stated in 17.7, as
extended]

20.2 In addition, the following information will be read aloud at the opening of the Technical
Proposals ________ [insert “Not Applicable” or state what additional information will be read
out and recorded in the opening minutes]

22.1 Other eligibility and mandatory criteria shall be:

_____________________________________________________________

22.2 The Criteria, sub-criteria, and point system for the evaluation of the Technical Proposals: [Note to
Procuring Entity: Allocation of points shall be within the range provided for each criteria and
sub-criteria]
Points
(I) Specific experience of the Consultant, as a firm, relevant to the Assignment: [0 -
10]

(ii) Adequacy and quality of the proposed methodology, and work plan in responding to the
Terms of Reference (TORs):

(a) Technical approach and methodology [Insert points]

(b) Work plan [Insert points]
(c) Organization and staffing [Insert points]
Total points for criterion (ii): [20 - 50]

[Notes to Consultant: The Procuring Entity will assess whether the proposed methodology is
clear, responds to the TORs, work plan is realistic and implementable; overall team composition
is balanced and has an appropriate skill mix; and the work plan has right input of Experts]

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

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

(a) Position K-1: [Team Leader] [Insert points]

(b) Position K-2: [Insert position title] [Insert points]
(c) Position K-3: [Insert position title] [Insert points]
ETC.
Total points for criterion (iii): [30 - 60]

The number of points to be assigned to each of the above Key Experts positions shall be
determined considering the following three sub-criteria and relevant percentage weights:

(1) General qualifications (general education, training, and experience): [insert weight between
10 and 30 %]

(2) Adequacy for the Assignment (relevant education, training, experience in the sector or similar

18
Reference to PARTICULARS OF APPENDIX TO INSTRUCTIONS TO TENDERS
ITC Clause

assignments): [insert weight between 60 and 70%]

(3) Relevant experience in the Kenya (working level fluency in local language(s)/knowledge of
local culture or administrative system, government organization, etc.): [insert weight between 0
and 10 %]
Total weight: 100%

(iv) Transfer of knowledge and training program (relevance of approach and methodology):
[Normally not to exceed 10 points.

When transfer of knowledge is a particularly important component of the assignment, more than
10 points may be allocated; the following sub-criteria may be provided]

(a) Relevance of training program [Insert points]

(b) Training approach and methodology [Insert points]
(c)Qualifications of experts and trainers Insert points]

Total points for criterion (iv): [0 – 10]

(v) Participation by Kenya citizens among proposed Key Experts [0 – 10]

[not to exceed 10 points] [Sub-criteria shall not be provided. Calculated as a ratio of the Kenyan
Key Experts’ time-input (in person-months) to the total number of Key Experts’ time-input (in
person-months) in the Consultant’s Technical Proposal]

Total points for the five criteria: 100

The minimum technical score (St) required to pass is: _______[Insert number]
[Notes to Procuring Entity: the indicative range for the minimum technical score required to pass
is 70 to 85 on a scale of 1 to 100]

23.4 An online option of the opening of the Financial Proposals is offered: Yes ____or No________.

[If yes, insert “The online opening procedure shall be: [describe the procedure for online
opening of Financial Proposals.]

25.2 For the evaluation, the Procuring Entity will include separate items of: (a) all local identifiable
indirect taxes such as sales tax, excise tax, VAT, or similar taxes levied on the contract’s invoices;
and (b) all additional local indirect tax on the remuneration of services rendered by experts.

If a Contract is awarded, at Contract negotiations, all such taxes will be discussed, finalized using
the itemized list and included in the Contract amount as a separate line, also indicating which
taxes shall be paid by the Consultant and which taxes are withheld and paid by the Procuring
Entity on behalf of the Consultant.

26.1 The single currency for the conversion of all prices expressed in various currencies into a single
one is: [indicate Kenya Shillings or another fully convertible foreign currency]
The official source of the selling exchange rate is:
The date of the exchange rate is:
[The date may be the same as the that for deadline for submission of proposals, or a date that is
five business days prior to the submission deadline]

29.1 The lowest evaluated Financial Proposal (Fm) is given the maximum financial score (Sf) of 100.
(QCBS only) The formula for determining the financial scores (Sf) of all other Proposals is calculated as
following:
Sf = 100 x Fm/ F, in which “Sf” is the financial score, “Fm” is the lowest price, and “F” the price
of the proposal under consideration.

19
Reference to PARTICULARS OF APPENDIX TO INSTRUCTIONS TO TENDERS
ITC Clause

The weights given to the Technical (T) and Financial (P) Proposals are:
T= [Insert weight between 0.70 and 0.85], and
P = _______ [Insert weight between 0.15 and 0.30]
Proposals are ranked according to their combined technical (St) and financial (Sf) scores using the
weights (T = the weight given to the Technical Proposal; P = the weight given to the Financial
Proposal; T + P = 1) as following: S = St x T% + Sf x P%.

31 The Standstill Period shall be: ___ days [insert the minimum number of days legally allowed for
appeals to Administrative Review Board]
The procedures for making a procurement related complaint are detailed in the Public
Procurement and Asset Disposal Act and Regulations. If a Consultant wishes to make a
procurement related complaint or appeal, the Consultant shall submit its complaint to the Public
Procurement Administrative Review Board.

D. Negotiations and Award

32.1 Expected date and address for contract negotiations:

Date: ________________ day/month/year [for example, 15 January 2018]
Address: __________________________

35.2 Expected date for the commencement of the Services:

Date: [insert date, month and year] at: [insert location]

36.1 The publication of the contract award information following the completion of the contract
negotiations and contract signing will be done as following:
The publication will be done within ____ days after the contract signing [Insert the legally
recognised days for publishing the Contract Award Notice]

37.1 The procedures for making a Procurement-related Complaints are detailed in the “Regulations”
available from the PPRA Website www.ppra.go.ke or email [email protected]. If a
Tenderer wishes to make a Procurement-related Complaint, the Tenderer should submit its
complaint following these procedures, in writing (by the quickest means available, that is either
by hand delivery or email to:

For the attention: [insert full name of person receiving complaints]

Title/position: [insert title/position]

Procuring Entity: [insert name of Procuring Entity]

Email address: [insert email address]

In summary, a Procurement-related Complaint may challenge any of the following:

(i) the terms of the Tender Documents; and

(ii) the Procuring Entity’s decision to award the contract.

SECTION 3. TECHNICAL PROPOSAL – STANDARD FORMS

20
{Notes to Consultant shown in brackets {} throughout Section 3 provide guidance to the Consultant to prepare the
Technical Proposal; they should not appear on the Proposals to be submitted.}

1. FORMTECH-1: TECHNICAL PROPOSAL SUBMISSION FORM

{Location, Date}

To: [Name and address of Procuring Entity]

Dear Sirs:

We, the undersigned, offer to provide the consulting services for [Insert title of assignment] in accordance with
your RFP dated [Insert Date] and our Proposal. We are hereby submitting our Proposal, which includes this
Technical Proposal and a Financial Proposal sealed in a separate envelope.

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

OR

{If the Consultant's Proposal includes Sub-consultants, insert the following :} We are submitting our Proposal with
the following firms as Sub-consultants: {insert a list with full name and address of each Sub-consultant.}

We hereby declare that:

a) All the information and statements made in this Proposal are true and we accept that any misinterpretation or
misrepresentation contained in this Proposal may lead to our disqualification by the Procuring Entity or
maybe sanctioned by the PPRA.

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

c) We have no conflict of interest in accordance with ITC3.

d) We meet the eligibility requirements as stated in ITC6, and we confirm our understanding of our obligation
to abide by the Government's policy in regard to corrupt, fraudulent and prohibited practices as per ITC5.

e) In competing for (and, if the award is made to us, in executing) the Contract, we undertake to observe the
laws against fraud and corruption, including bribery, as well as laws against anti-competitive practices,
including bid rigging in force in Kenya; we hereby certify that we have taken steps to ensure that no person
acting for us or on our behalf engages in any type of Fraud and Corruption or anti-competitive practices.

f) We confirm that we are not insolvent, in receivership, bankrupt or on the process of being of being wound up.

g) The Consultant shall declare in the Technical Proposal Submission Form, that in competing for and
executing a contract, it shall undertake to observe the laws of Kenya against fraud and corruption including
bribery, as well as against anti-competitive practices including bid-rigging.

(h) We are not guilty of any serious violation of fair employment laws and practices. We undertake to observe
the laws of Kenya against fraud and corruption including bribery, as well as against collusive and anti-
competitive practices, including bid rigging. To this effect we have signed the “Certificate of Independent
Proposal Determination” attached below. We also undertake to adhere by the Code of Ethics for persons
participating in Public Procurement and Asset Disposal Activities in Kenya, copy available from (specify
website) during the procurement process and the execution of any resulting contract.

(I) We, along with any of our sub-consultants are not subject to, and not controlled by any entity or individual
that is subject to, a temporary suspension or a debarment imposed by the PPRA.

(e) Except as stated in the ITC12 and Data Sheet, we undertake to negotiate a Contract on the basis of the
proposed Key Experts. We accept that the substitution of Key Experts for reasons other than those stated in
ITC Clause12 andITCClause29.3 and 29.4 may lead to the termination of Contract negotiations.
21
(j) Our Proposal is binding upon us and subject to any modifications resulting from the Contract negotiations.

(k) We understand that the Procuring Entity is not bound to accept any Proposal that it receives.

We undertake, if our Proposal is accepted and the Contract is signed, to initiate the Services related to the
assignment no later than the date indicated in Clause 32.2 of the Data Sheet.

We remain,

Yours sincerely,

Authorized Signature {In full and

initials}: Name and Title of Signatory:
Name of Consultant (company’s name or JV's
name):
Contact information (phone and e-mail):

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

22
2. CERTIFICATE OF INDEPENDENT PROPOSAL DETERMINATION

I, the undersigned, in submitting the accompanying TECHNICAL PROPOSAL SUBMISSION FORM to the_______
[Name of Procuring Entity]

for: [Name and number of tender] in response to the

request for tenders made by: [Name of Tenderer] do hereby make the
followingstatementsthatIcertifytobetrueandcompleteineveryrespect:

I certify, on behalf of [Name of Tenderer] that:

1. I have read and I understand the contents of this Certificate;

2. I understand that the Tender will be disqualified if this Certificate is found not to be true and complete in every
respect;

3. I am the authorized representative of the Tenderer with authority to sign this Certificate, and to submit the
Tender on behalf of the Tenderer;

4. For the purposes of this Certificate and the Tender, I understand that the word “competitor” shall include any
individual or organization, other than the Tenderer, whether or not affiliated with the Tenderer, who:
• Has been requested to submit a Tender in response to this request for tenders;
• could potentially submit a tender in response to this request for tenders, based on their qualifications,
abilities or experience;

5. The Tenderer discloses that [check one of the following, as applicable]:

• The Tenderer has arrived at the Tender independently from, and without consultation, communication,
agreement or arrangement with, any competitor;
• The Tenderer has entered into consultations, communications, agreements or arrangements with one or
more competitors regarding this request for tenders, and the Tenderer discloses, in the attached
document(s), complete details thereof, including the names of the competitors and the nature of, and
reasons for, such consultations, communications, agreements or arrangements;

6. In particular, without limiting the generality of paragraphs(5)(a) or (5) (b)above, there has been no consultation,
communication, agreement or arrangement with any competitor regarding:
• prices;
• methods, factors or formulas used to calculate prices;
• the intention or decision to submit, or not to submit, a proposal; or
• the submission of a proposal which does not meet the specifications of the request for proposals; except as
specifically disclosed pursuant to paragraph(5)(b) above;

7. In addition, there has been no consultation, communication, agreement or arrangement with any competitor
regarding the quality, quantity, specifications or delivery particulars of the works or services to which this RFP
relates, except as specifically authorized by the procuring authority or as specifically disclosed pursuant to
paragraph(5)(b) above;

8. The terms of the RFP have not been, and will not be, knowingly disclosed by the Consultant, directly or
indirectly, to any competitor, prior to the date and time of the official proposed opening, or of the awarding of
the Contract, which ever comes first, unless otherwise required by law or as specifically disclosed pursuant to
paragraph(5)(b) above.

Name

Title

Date

[Name, title and signature of authorized agent of Consultant and Date]

23
3. APPENDIX TO FORM OF PROPOSAL ON FRAUD AND CORRUPTION CLAUSE (for
information)

(Appendix shall not be modified)

Purpose

the government of Kenya's Anti-Corruption and Economic Crime laws and their sanction's policies and procedures,
Public Procurement and Asset Disposal Act (no. 33 of 2015) and its Regulation, and any other Kenya's Acts or
Regulations related to Fraud and Corruption, and similar offences, shall apply with respect to Public Procurement
Processes and Contracts that are governed by the laws of Kenya.

Requirements

The Government of Kenya requires that all parties including Procuring Entities, Tenderers, (applicants/proposers),
Consultants, Contractors and Suppliers; any Sub-contractors, Sub-consultants, Service providers or Suppliers; any
Agents (whether declared or not); and any of their Personnel, involved and engaged in procurement under Kenya's
Laws and Regulation, observe the highest standard of ethics during the procurement process, selection and contract
execution of all contracts ,and refrain from Fraud and Corruption and fully comply with Kenya's laws and
Regulations as per paragraphs 1.1 above.

Kenya's public procurement and asset disposal act (no.33 of 2015) under Section 66 describes rules to be followed
and actions to be taken in dealing with Corrupt, Coercive, Obstructive, Collusive or Fraudulent practices, and
Conflicts of Interest in procurement including consequences for offences committed. A few of the provisions noted
below highlight Kenya's policy of no tolerance for such practices and behavior:

(1) a person to whom this Act applies shall not be involved in any corrupt, coercive, obstructive, collusive or
fraudulent practice; or conflicts of interest in any procurement or asset disposal proceeding;

(2) A person referred to under sub section (1) who contravenes the provisions of that sub-section commits an offence;

(3) Without limiting the generality of the subsection (1) and (2), the person shall be: -
a) disqualified from entering into a contract for a procurement or asset disposal proceeding; or
b) if a contract has already been entered into with the person, the contract shall be avoidable;

(4) The voiding of a contract by the procuring entity under subsection (7) does not limit any legal remedy the
procuring entity may have;

(5) An employee or agent of the procuring entity or a member of the Board or committee of the procuring entity
who has a conflict of interest with respect to a procurement—
i) Shall not take part in the procurement proceedings;
ii) shall not, after a procurement contract has been entered into, take part in any decision relating to the
procurement or contract; and
iii) Shall not be a sub-contractor for the tender to whom was awarded contract, or a member of the group of
tenderers to whom the contract was awarded, but the sub-contractor appointed shall meet all the
requirements of this Act.

(6) An employee, agent or member described in subsection (1) who refrains from doing anything prohibited
under that subsection, but for that subsection, would have been within his or her duties shall disclose the
conflict of interest to the procuring entity;

(7) If a person contravenes sub section (1) with respect to a conflict of interest described in subsection (5)(a) and
the contract is awarded to the person or his relative or to another person in whom one of them had a direct or
indirect pecuniary interest, the contract shall be terminated and all costs incurred by the public entity shall be
made good by the awarding officer.

(8) Incompliance with Kenya's laws, regulations and policies mentioned above, the Procuring Entity:
a) Defines broadly, for the purposes of the above provisions, the terms set forth below as follows:
i) “corrupt practice” is the offering, giving, receiving, or soliciting, directly or indirectly, of anything
of value to influence improperly the actions of another party;
ii) “fraudulent practice” is any act or omission, including misrepresentation, that knowingly or

24
 recklessly misleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an
obligation;
iii) “collusive practice “is an arrangement between two or more parties designed to achieve an
improper purpose, including to influence improperly the actions of another party;
iv) “coercive practice” is impairing or harming, or threatening to impair or harm, directly or
indirectly, any party or the property of the party to influence improperly the actions of a party;
v) “obstructive practice” is:
i) deliberately destroying, falsifying, altering, or concealing of evidence material to the
investigation or making false statements to investigators in order to materially impede
investigation by Public Procurement Regulatory Authority (PPRA) or any other appropriate
authority appointed by Government of Kenya into allegations of a corrupt, fraudulent,
coercive, or collusive practice; and/or threatening, harassing, or intimidating any party to
prevent it from disclosing its knowledge of matters relevant to the investigation or from
pursuing the investigation; or
ii) Acts intended to materially impede the exercise of the PPRA's or the appointed authority's
inspection and audit rights provided for under paragraph 2.3e. below.

b) Defines more specifically, in accordance with the above procurement Act provisions set forth for
fraudulent and collusive practices as follows:
"fraudulent practice" includes a misrepresentation of fact in order to influence a procurement or disposal
processortheexerciseofacontracttothedetrimentoftheprocuringentityorthetendererorthecontractor,
andincludescollusivepracticesamongsttendererspriortooraftertendersubmissiondesignedtoestablish
tender prices at artificial non-competitive levels and to deprive the procuring entity of the benefits of
free and open competition.
1
c) Rejects a proposal or award of a contract if PPRA determines that the firm or individual recommended
for award, any of its personnel, or its agents, or its sub-consultants, sub-contractors, service providers,
suppliers and/ or their employees, has, directly or indirectly, engaged in corrupt, fraudulent, collusive,
coercive, or obstructive practices in competing for the contract in question;

d) Pursuant to the Kenya's above stated Acts and Regulations, may sanction or debar or recommend to
appropriate authority (ies) for sanctioning and debarment of a firm or individual, as applicable under the
Acts and Regulations;

e) Requires that a clause be included in Tender documents and Request for Proposal documents requiring
(i) Tenderers (applicants/proposers),Consultants, Contractors, and Suppliers and their Sub-contractors,
Sub- consultants, Service providers, Suppliers, Agents personnel, permit the PPRA or any other
2
appropriate authority appointed by Government of Kenya to inspect all accounts, records and other
documents relating to the procurement process, selection and/or contract execution, and to have them
audited by auditors appointed by the PPRA or any other appropriate authority appointed by Government
of Kenya; and

f) Pursuant to Section 62 of the above Act, requires Applicants/Tenderers to submit along with their
Applications/Tenders/Proposals a “Self-Declaration Form” as included in the procurement document
declaring that they and all parties involved in the procurement process and contract execution have not
engaged/will not engage in any corrupt or fraudulent practices.

1For the avoidance of doubt, a party's ineligibility to be awarded a contract shall include, without limitation, (i) applying for pre-qualification,
expressing interest in
A consultancy, and tendering, either directly or as a nominated sub-contractor, nominated consultant, nominated manufacturer or supplier,
or nominated service provider, in respect of such contract, and(ii) entering into an addendum or amendment introducing a material
modification to any existing contract.
2 Inspections in this context usually are investigative (i.e., forensic) in nature. They involve fact-finding activities undertaken by the
Investigating Authority or persons appointed by the Procuring Entity to address specific matters related to investigations/audits, such as
evaluating the veracity of an allegation of possible Fraud and Corruption, through the appropriate mechanisms. Such activity includes but is
not limited to: accessing and examining a firm's or individual's financial records and information, and making copies thereof as relevant;
accessing and examining any other documents, data and information (whether in hard copy or electronic format) deemed relevant for the
investigation/audit, and making copies there of as relevant; interviewing staff and other relevant individuals; performing physical
25
inspections and site visits; and obtaining third party verification of information.

26
3. FORM TECH-2: CONSULTANT'S ORGANIZATION AND EXPERIENCE

Form TECH-2: a brief description of the Consultant's organization and an outline of the recent experience of the
Consultant that is most relevant to the assignment. In the case of a joint venture, information on similar assignments
shall be provided for each partner. For each assignment, the outline should indicate the names of the Consultant's
Key Experts and Sub-consultants who participated, the duration of the assignment, the contract amount (total and,
if it was done in a form of a joint venture or a sub-consultancy, the amount paid to the Consultant), and the
Consultant's role/involvement.

A - Consultant's Organization

Provide here a brief description of the background and organization of your company, and-in case of a joint
venture-of each member for this assignment.

B - Consultant's Experience

1. List only previous similar assignments successfully completed in the last [....................................] years.

2. List only those assignments for which the Consultant was legally contracted by the Procuring Entity as a
company or was one of the joint venture partners. Assignments completed by the Consultant's individual
experts working privately or through other consulting firms cannot be claimed as the relevant experience of
the Consultant, or that of the Consultant's partners or sub-consultants, but can be claimed by the Experts
themselves in their Curriculum Vitae (CV).

3. The Consultant shall substantiate their claimed experience by presenting copies of relevant documents such
as the form of contract (not the whole contract), purchase order, service order, performance certificate, etc.;
which shall be included in the proposal as part of Form Tech 7 Mandatory Documentary Evidence.
Assignment name: Approx. value of the contract [KES, US$ etc.]:
Country: Duration of assignment (months):
Name of Procuring Entity: Total No of staff-months of the assignment:
Contact Address: Approx. value of the services provided by your firm under the contract:
Email:
Start date (month/year): No of professional staff-months provided by associated Consultants:
Completion date:
Role on Assignment: Name of senior professional staff of your firm involved and functions
(E.g. Lead Member in ABC JV, or performed:
Sole Consultant):

Narrative description of Assignment:

Description of actual services provided by your staff within the assignment:

Name of Consulting Firm: Name and Title of Signatory:

27
3. FORMTECH-3: COMMENT SAND SUGGESTIONS

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

A - On the Terms of Reference

{Improvements to the Terms of Reference, if any}

B - On Counterpart Staff and Facilities

{Include comments on counterpart staff and facilities to be provided by the Procuring Entity. For example,
administrative support, office space, local transportation, equipment, data, background reports, etc., if any}

4. FORMTECH-4: DESCRIPTION OF APPROACH, METHODOLOGY, AND WORK PLAN

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

{The structure of your Technical Proposal:

a) Technical Approach and Methodology

b) Work Plan

c) Organization and Staffing}

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

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

iii) Organization and Staffing. {Please describe the structure and composition of your team, including
the list of the Key Experts, Non-Key Experts and relevant technical and administrative support
staff.}

28
 5. FORM TECH-5: WORK SCHEDULE AND PLANNING FOR DELIVERABLES

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

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

1 List the deliverables with the breakdown for activities required to produce them and other benchmarks such as the Procuring Entity's
approvals. For phased assignments, indicate the activities, delivery of reports, and benchmarks separately for each phase.

2 Duration of activities shall be indicated in a form of a bar chart.

3. Include a legend, if necessary, to help read the chart.

8
2
9
2

6. FORMT ECH- 6A: TEAM COMPOSITION, ASSIGNMENT, AND KEY EXPERTS' INPUTS

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

K-3

N
Subtotal
NON-KEY EXPERTS
[Home]
N-1
[Field]
N-2

N
Subtotal
Total

1.For Key Experts, the input should be indicated individually for the same positions as required under the ITC Data Sheet 21.2

2.Months are counted from the start of the assignment/mobilization. One (1) month equals twenty-two (22) working (billable) days. One working (billable) day shall be
not less than eight (8) working (billable) hours.

3“Home” means work in the office in the expert’s country of residence. “Field” work means work carried out in Kenya, or outside the normal residence of the Expert in
Kenya or any other country outside the expert’s country of residence.

Full time input Part time input

7. FORM TECH-6B: CURRICULUM VITAE (CV)
Position Title and No. {e.g., K-1, Team Leader}
Name of Expert: {Insert full name}
Date of Birth: {day/month/year}
Country of Citizenship

Education: {List college/university or other specialized education, giving names of educational institutions, dates
attended, degree(s)/diploma(s) obtained}

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

Period Employing organization and your title/position. Country Summary of activities performed
Contact Infor for references relevant to the Assignment
[e.g., May [e.g., Ministry of ……, advisor/consultant
2011- to…
present]
For references: Tel…………/e-mail……; Mr.
Bbbbbb, deputy manager]

Membership in Professional Associations and Publications:

Language Skills (indicate only languages in which you can work):

Adequacy for the Assignment:

Detailed Tasks Assigned on Consultant’s Team of Reference to Prior Work/Assignments that Best
Experts: Illustrates Capability to Handle the Assigned Tasks

{List all deliverables/tasks as in TECH- 5 in

which the Expert will be involved)

Expert's contact information :(e-mail……………..............................……. phone………....................................

……) Certification:

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

Name of Expert Signature Date

{day / month/year}

Name of authorized Signature. Date

Representative of the

Consultant (the same who signs

the Proposal
31
8. FORMTECH-7: MANDATORY SUPPORT DOCUMENTS

[The Consultant shall use this form to submit all the required support documentary evidence as required in
the RFP, especially the mandatory and eligibility criteria specified in the Data Sheet ITC 21.1]

a) Certificate of Incorporation/Certificate of Registration

{Insert here a copy of certificate of incorporation or registration}

b) Tax Compliance Certificate

{Consultant to insert a copy of the tax compliance certificate from Kenya Revenue Authority or
similar body in the case of foreign consulting firms}

c) Practice License or Certificate for the Firm

{If required, Consultant to insert a copy of the firm's practice license or registration certificate issued
by the professional body specified under Data Sheet ITC 21.1}

d) Similar Consulting Assignments Experience

{Consultant to insert here copies of the form of contract, purchase order, service order, and
performance certificate or similar evidence of similar assignments carried out by the firm. The
assignments shall be the same as those provided under FORM TECH 2B}

e) Academic Certificates

{Consultant to insert copies of the required relevant academic certificates relevant to the assignment
for all the key experts}

f) Professional Certificates

{Consultant to insert copies of professional certificates and relevant short-term trainings to

demonstrate professional qualifications for all the key experts}

g) Professional Membership of Key Experts

{If applicable, Consultant to insert copies of professional membership certificate for its key experts}

h) Certificate of Independent Proposal Determination

(The Form is available on Tech FORM TECH-1: TECHNICAL PROPOSAL SUBMISSION FORM).

32
FORM TECH - 8: SELF-DECLARATIONFORMS

FORM SD1

SELF DECLARATION THAT THE PERSON/TENDERER IS NOT DEBARRED IN THE MATTER OF

THE PUBLIC PROCUREMENT AND ASSET DISPOSAL ACT 2015.

I, ……………………………………., of Post Office Box …….………………………. being a resident of

………………………………….. in the Republic of ……………………………. do hereby make a statement as
follows: -

1. THAT I am the Company Secretary/Chief Executive/Managing Director/Principal Officer/Director of

………....……………………………….. (Insert name of the Company) who is a Bidder in respect of Tender
No.
…………………. for……………………. (Insert tender title/description) for……………………. (Insert name
of the Procuring entity) and duly authorized and competent to make this statement.

2. THAT the aforesaid Bidder, its Directors and subcontractors have not been debarred from participating in
procurement proceeding under Part IV of the Act.

3. THAT what is deponed to here in above is true to the best of my knowledge, information and belief.

…………………………………. ………………………………. ………………………

(Title) (Signature) (Date)

Bidder Official Stamp

33
 FORM SD2

SELF DECLARATION THAT THE PERSON/TENDERER WILL NOT ENGAGE IN ANY CORRUPT OR
FRAUDULENT PRACTICE.

I, .................................................................... of P. O. Box.....................................................being a resident of

………………………………….. in the Republic of ………………. do hereby make a statement as follows: -

1. THAT I am the Chief Executive/Managing Director/Principal Officer/Director of………....

………………………… (insert name of the Company) who is a Bidder in respect of Tender No.
……………….......................................................….. for ……………………. (insert tender
title/description) for ……………......................................… (insert name of the Procuring entity) and duly
authorized and competent to make this statement.

2. THAT the aforesaid Bidder, its servants and/or agents /subcontractors will not engage in any corrupt or
fraudulent practice and has not been requested to pay any inducement to any member of the Board,
Management, Staff and/or employees and/ or agents of……………………. (insert name of the Procuring
entity) which is the procuring entity.

3. THAT the aforesaid Bidder, its servants and/or agents /subcontractors have not offered any inducement to
any member of the Board, Management, Staff and/or employees and/or agents of……………………. (name
of the procuring entity).

4. THAT the aforesaid Bidder will not engage /has not engaged in any corrosive practice with other bidders
participating in the subject tender.

5. THAT what is deponed to herein above is true to the best of my knowledge information and belief.

…………………………………. ………………………………. ………………………

(Title) (Signature) (Date)

Bidder Official Stamp

34
DECLARATION AND COMMITMENT TO THE CODE OF ETHICS

I …………………………....................................................................................………. (person) on behalf of (Name

of the Business/ Company/Firm) …………………………………………………. declare that I have read and
fully understood the contents of the Public Procurement & Asset Disposal Act,2015, Regulations and the Code of
Ethics for persons participating in Public Procurement and Asset Disposal Activities in Kenya and my
responsibilities under the Code.

I do here by commit to abide by the provisions of the Code of Ethics for persons participating in Public
Procurement and Asset Disposal.

Name of Authorized signatory......................................................................................................................

Sign…………….........................................................................................................................................

Position……………...................................................................................................................................

Office address………………………………………………. Telephone…………………....…………….

E-mail………………………………………………....................................................................................

Name of the Firm/Company……………………………..............................................................................

Date………………………………………………………............................................................................

(Company Seal/ Rubber Stamp where applicable)

Witness

Name ………………………………………………………........................................................................

Sign………………………………………………………...........................................................................

Date……………………………………………………

35
FORM TECH - 9: TENDER-SECURING DECLARATION FORM {r 46 and 155(2)}

[The Bidder shall complete this Form in accordance with the instructions indicated]

Date:...................................................................................[insert date (as day, month and year) of Tender

Submission]
Tender No.:...................................................................................[insert number of tendering process]
To:...................................................................................[insert complete name of Purchaser]

I/We, the undersigned, declare that:

1. I / We understand that, according to your conditions, bids must be supported by a Tender-Securing

Declaration.

2. I /We accept that I/we will automatically be suspended from being eligible for tendering in any contract with
the Purchaser or the period of time of[insert number of months or years] starting on[insert date],if we are in
breach of our obligation (s)under the bid conditions, because we–(a) have withdrawn our tender during the
period of tender validity specified by us in the Tendering Data Sheet; or (b) having been notified of the
acceptance of our Bid by the Purchaser during the period of bid validity,(i) fail or refuse to execute the
Contract, if required, or (ii) fail or refuse to furnish the Performance Security, in accordance with the
instructions to tenders.

3. I / We understand that this Tender Securing Declaration shall expire if we

are not the successful Tenderer (s), upon the earlier of:
a) Our receipt of a copy of your notification of the name of the successful Tenderer; or
b) Thirty days after the expiration of our Tender.

4. I/We understand that if I am /we are/in a Joint Venture, the Tender Securing Declaration must be in the name
of the Joint Venture that submits the bid, and the Joint Venture has not been legally constituted at the time of
bidding, the Tender Securing Declaration shall be in the names of all future partners as named in the letter of
intent.

Signed: ………………………………………………………………….……….

Capacity / title (director or partner or sole proprietor, etc.) ……….……………….

Name: ………………………………………………………………………………….

Duly authorized to sign the bid for and on behalf of: ..................................[insert complete name of Tenderer]

Dated on …………………. day of …………….……. [Insert date of signing]

Seal or stamp

36
SECTION 4. FINANCIALPROPOSAL - STANDARD FORMS

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

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

FIN-1 Financial Proposal Submission Form

FIN-2 Summary of Costs

FIN-3 Breakdown of Remuneration

FIN-4 Reimbursable expenses

37
FORM FIN-1: FINANCIAL PROPOSAL SUBMISSION FORM
FORM FIN-1: FINANCIAL PROPOSAL SUBMISSION FORM
(Amended and issued pursuant to PPRA CIRCULAR No. 02/2022)

............................................................... {Location, Date}

To: ........................................................ [Name and address of Procuring Entity]

Dear Sirs:

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

Our attached Financial Proposal is for the amount of............................................. {Indicate the corresponding to
the amount currency} {Insert amounts in words and figures}, including of all taxes in accordance with ITC24.2 in
the Data Sheet. The estimated amount of local taxes is.......................... {Insert currency} {Insert amount in words
and figures}.
{Please note that all amounts shall be the same as in Form FIN-2}.

Our Financial Proposal shall be valid and remain binding upon us, subject to the modifications resulting from
Contract negotiations, for the period of time specified in the ITC12.1 Datasheet.

We commit to provide to the procuring entity the Beneficial Ownership Information in conformity with the
Beneficial Ownership Disclosure Form upon receipt of notification of intention to enter into a contract in the event
we are the successful tenderer in this subject procurement proceeding.

Commissions and gratuities paid or to be paid by us to an agent or any third party relating to preparation or
submission of this Proposal and Contract execution, paid if we are awarded the Contract, are listed below:

Name and Address, Amount and Purpose of Commission of Agents, Currency or Gratuity

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

We understand you are not bound to accept any Proposal you

receive. We remain,
Yours sincerely,

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

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

38
FORM FIN-2: SUMMARY OF COSTS
Cost
{Consultant must state the proposed Costs in accordance with ITC 16.4
of the Data Sheet; delete columns which are not used}
Item
{Insert Foreign {Insert Foreign {Insert
{Insert Foreign Local
Currency # 2, if Currency # 3, if
Currency # 1} Currency, if
used} used}
used and/or
Cost of the Financial Proposal

Including:

(1) Remuneration

(2) Reimbursables

Subtotal [Remuneration +
Reimbursables]
Taxes:

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

tax}

{e.g., withholding tax on experts’

remuneration}

{insert type of tax}

Total Taxes

Total Cost of the Financial Proposal:

{Should match the amount in Form FIN-
1}

39
FORM FIN-3A: BREAKDOWN OF REMUNERATION

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

A. Remuneration

No Position Time Input in {Local

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

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

Non-
Key
Experts
N-
[Home]
1
N-
[Field]
2

Total Costs

40
FORM FIN 3B: CONSULTANT'S REPRESENTATIONS REGARDING COSTS AND CHARGES

{This Form FIN 3B shall be used for Time-Based contracts only. If Lumpsum Contract is used, the Procuring
Entity shall delete the FORMFIN-3B, FORM FIN-3C and FORM FIN-3D from the RFP before issuance to
Consultants}

Consultant: ................................................................................Country:
Assignment: ................................................................................Date:

We hereby confirm that:

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

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

c) theaway-from-homeofficeallowancesindicatedbelowarethosethattheConsultanthasagreedtopayforthis
assignment to the Experts listed;

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

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

.................................................................................................................................... [Name of Consultant]

Signature of Authorized Representative

Name: .............................................................................................................................................

Title: ..............................................................................................................................................

Date: ..............................................................................................................................................

41
 FORM 3C: FORM FOR CONSULTANT'S REPRESENTATIONS REGARDING COSTS AND CHARGES
{This Form FIN 3C shall be used for Time-Based contracts only}

(Expressed in {insert name of currency*})

Personnel 1 2 3 4 5 6 7 8
Basic
Proposed Fixed Proposed Fixed
Remuneration Away from
Social Rate per Rate per
Rate per Overhea Home
Name Position Charges Subtotal Profit2 Working Working
Working 1 d1 Office
Month/Day/Hou Month/Day/Hou
Month/Day/Ye Allowance
r r1
ar
Home Office

Procuring Entity’s Country

{* If more than one currency is used, use additional table(s), one for each currency}
1. Expressed as percentage of 1
2. Expressed as percentage of 4
2
4
FORM FIN 3D: BREAKDOWN OF REMUNERATION RATES [FOR TIME BASED CONTRACTS ONLY]

1. Review of Remuneration Rates

1.1 The remuneration rates are made up of salary or abase fee, social costs, overheads, profit, and any premium
or allowance that may be paid for assignments away from headquarters or a home office. Form FIN3 C can
be used to provide a breakdown of rates.

1.2 The Form FIN 3C shall be completed and attached to the Financial Form-3. As agreed at the negotiations,
breakdown sheets shall form part of the negotiated Contract and included in its Appendix D or C.

1.3 At the negotiations the firm shall be prepared to disclose its audited financial statements for the last three
years, to substantiate its rates, and accept that its proposed rates and other financial matters are subject to
scrutiny. The Procuring Entity is charged with the custody of government funds and is expected to exercise
prudence in the expenditure of these funds.

2 Rate details are discussed below:

(i) Salary is the gross regular cash salary or fee paid to the individual in the firm's home office. It shall not
contain any premium for work away from headquarters or bonus, except where these are included
bylaw or government regulations.
(ii) Bonuses are normally paid out of profits. To avoid double counting, any bonuses shall not normally be
included in the “Salary” and should be shown separately. Where the Consultant's accounting system is
such that the percentages of social costs and overheads are based on total revenue, including bonuses,
those percentages shall be adjusted downward accordingly. Where national policy requires that 13
months' pay be given for 12 months' work, the profit element need not be adjusted downward. Any
discussions on bonuses shall be supported by audited documentation, which shall be treated as
confidential.
(iii) Social Charges are the costs of non-monetary benefits and may include, inter alia, social security
(including pension, medical, and life insurance costs) and the cost of a paid sick and/or annual leave.
In this regard, a paid leave during public holidays or an annual leave taken during an assignment if no
Expert's replacement has been provided is not considered social charges.
(iv) Cost of Leave The principles of calculating the cost of total days leave per annum as a percentage of
basic salary is normally calculated as follows:
Leave cost as percentage of salary =
Where w = weekends, ph = public holidays, v = vacation, and s = sick leave.
Please note that leave can be considered as a social cost only if the Procuring Entity is not charged for
the leave taken.
(v) Overheads are the Consultant's business costs that are not directly related to the execution of the
assignment and shall not be reimbursed as separate items under the Contract. Typical items are home
office costs (non-billable time, time of senior Consultant's staff monitoring the project, rent of
headquarters' office, support staff, research, staff training, marketing, etc.), the cost of Consultant's
personnel not currently employed on revenue-earning projects, taxes on business activities, and
business promotion costs. During negotiations, audited financial statements, certified as correct by an
independent auditor and supporting the last three years' over heads, shall be available for discussion,
together with detailed lists of items making up the overheads and the percentage by which each relates
to basic salary. The Procuring Entity does not accept an add-on margin for social charges, overhead
expenses, etc. for Experts who are not permanent employees of the Consultant. In such case, the
Consultant shall be entitled only to administrative costs and a fee on the monthly payments charged for
sub-contracted Experts.
(vi) Profit is normally based on the sum of the Salary, Social costs, and Overheads. If any bonuses paid on
a regular basis are listed, a corresponding reduction shall be made in the profit amount. Profit shall not
be allowed on travel or any other reimbursable expenses.
(vii) Away from Home Office Allowance or Premium or Subsistence Allowances Some Consultants pay
allowances to Experts working away from headquarters or outside of the home office. Such allowances
are calculated as a percentage of salary (or a fee) and shall not draw over heads or profit. Sometimes,
by law, such allowances may draw social costs. In this case, the amount of this social cost shall still be
shown under social costs, with the net allowance shown separately.

43
 FORM FIN-4 BREAKDOWN OF REIMBURSABLE

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

B. Reimbursable Expenses
{Local
{Currenc {Currenc {Currency
Type of Reimbursable Unit Quantit Currency
N° Unit y # 1- as y # 2- as # 3- as in
Expenses Cost y - as in
in FIN-2} in FIN-2} FIN-2}
FIN-2}
{e.g., Per diem {Day}
allowances**}
{e.g., International {Ticket
flights} }
{e.g., In/out airport
{Trip}
transportation}
{e.g., Communication
costs between Insert
place and Insert place}
{ e.g., reproduction of
reports}
{e.g., Office rent}
....................................
{Training of the
Procuring Entity’s
personnel – if required
in TOR}
Total Costs

Legend:
“Per diem allowance” is paid for each night the expert is required by the Contract to be away from his/her usual place of residence. Procuring Entity can set up a ceiling.
4
4
SECTION 5. TERMS OF REFERENCE
[Sample outline:

1. Background

2. Objective(s) of the Assignment

3. Scope of Services, Tasks (Components)and Expected Deliverables

Brief outline [indicate if downstream work is required]

[indicate if training is a specific component of the assignment] Etc.

4. Team Composition & Qualification Requirements for the Key Experts (and any other requirements which
will be used for evaluating the Key Experts under Data Sheet 21.2 of the ITC). Please make sure that the
specific key positions are clearly identified and the minimum academic education, professional qualification,
training, experience and professional memberships are articulated for each position.

PositionK-1: Team Leader/Lead

Consultant: Position K-2: [Insert position

title] Position K-3: [Insert position title]

PositionK-4: [Insert position title], Etc.

5. Reporting Requirements and Time Schedule for Deliverables

[At a minimum, list the following:

format, frequency, and contents of reports; number of copies, and requirements to electronic submission.
Final reports shall be delivered in soft copy in addition to the specified number of hardcopies; dates of
submission; persons (indicate names, titles, submission address) to receive them; etc.

6. Procuring Entity's Input and Counterpart Personnel

a) Services, facilities and property to be made available to the Consultant by the Procuring Entity:
[List / specify]

b) Professional and support counterpart personnel to be assigned by the Procuring Entity to the
Consultant's team: [list/specify]

45
SECTION 6. CONDITIONS OF CONTRACT AND CONTRACT FORMS

Preface

1. This Section includes two types of standard contract forms for: A Lump-Sum Contract and a Time-Based
Contract. Each type includes General Conditions of Contract (“GCC”) that shall not be modified, and Special
Conditions of Contract (“SCC”). The SCC includes clauses specific to each contract to supplement, but not
over- write or otherwise contradict, the General Conditions of Contract.

2. Lump-Sum Contract. This type of contract is used mainly for assignments in which the scope and the
duration of the Services and the required output of the Consultant are clearly defined. Payments are linked to
outputs (deliverables) such as draft or final reports, drawings, bill of quantities, bidding documents, or
software programs. Lump-sum contracts are easier to administer because they operate on the principle of a
fixed price for a fixed scope, and payments are due on clearly specified out puts and milestones. Never the
less, quality control of the Consultant's outputs by the Procuring Entity s paramount.

3. Time-Based Contract. This type of contract is appropriate when it is difficult to define or fix the scope and
the duration of the services, either because they are related to activities carried out by others for which the
completion period may vary, or because the input of the consultants required for attaining the objectives of
the assignment is difficult to assess. In time-based contracts the Consultant provides services on a timed basis
according to quality specifications, and Consultant's remuneration is determined on the basis of the time
actually spent by the Consultant in carrying out the Services and is based on (i) agreed upon unit rates for the
Consultant's experts multiplied by the actual time spent by the experts in executing the assignment, and (ii)
reimbursable expenses using actual expenses and/or agreed unit prices. This type of contract requires the
Procuring Entity to closely supervise the Consultant and to be involved in the daily execution of the
assignment.

4. The templates are designed for use in assignments with consulting firms and shall not be used for contracting
of individual experts. In some consultancy assignments such as design and construction supervision, both
Lump- Sum and Time-Based Contracts are used and signed with the Consultant. In that case, the Lump-Sum
Contract would apply for the design part of the Services while the construction supervision part would be
based on a Time- Based Contract. In such event, both types of contracts shall be signed at the same time.

46
CONTRACT FOR CONSULTANT'S SERVICES

Lump-Sum Contract

Consulting Services for:

Contract No.:

Contract Description:

Between

[Name of the Procuring Entity]

and

[Name of the Consultant]

Date:

47
I. FORM OF CONTRACT - LUMP-SUM

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

This CONTRACT (herein after called the “Contract”) is made the [number] day of the month of [month], [year],
between, on the one hand, [name of Procuring Entity] (herein after called the “Procuring Entity”) and, on the other
hand, [name of Consultant] (herein after called the “Consultant”).

[If the Consultant consists 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 (name of the JV) consisting of
the following entities, each member of which will be jointly and severally liable to the Procuring Entity for all the
Consultant's obligations under this Contract, namely, [name of member]and [name of member] (herein after called
the “Consultant”).]

WHEREAS
a) The Procuring Entity has requested the Consultant to provide certain consulting services as defined in this
Contract (herein after called the “Services”);
b) the Consultant, having represented to the Procuring Entity that it has the required professional skills, expertise
and technical resources, has agreed to provide the Services on the terms and conditions set forth in this
Contract;
c) the Procuring Entity has set aside a budget and funds toward the cost of the Services and intends to apply a
portion of these funds towards payments under this Contract;
NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents attached here to shall be deemed to form an integral part of this Contract:
a) The General Conditions of Contract;
b) The Special Conditions of Contract;
c) Appendices:
• Appendix A: Terms of Reference
• Appendix B: Key Experts
• Appendix C: Breakdown of Contract Price
• Appendix D: Form of Advance Payments Guarantee

In the event of any inconsistency between the documents, the following order of precedence shall prevail: The
Special Conditions of Contract; the General Conditions of Contract; Appendix A; Appendix B; Appendix C;
Appendix D. Any reference to this Contract shall include, where the context permits, a reference to its
Appendices.

2. The mutual rights and obligations of the Procuring Entity and the Consultant shall be asset for thin the
Contract, in particular:
a) The Consultant shall carryout the Services in accordance with the provisions of the Contract; and
b) the Procuring Entity shall make payments to the Consultant in accordance with the provisions of the
Contract.

IN WITNESS WHERE OF, the Parties here to have caused this Contract to be signed in their respective names as of
the day and year first above written.
For and on behalf of............................................. [Name of Procuring Entity]
[Authorized Representative of the Procuring Entity–name, title and
signature]
For and on behalf of............................................. [Name of Consultant or Name of a Joint Venture]
[Authorized Representative of the Consultant–name and signature]
[Note: For a joint venture, either all members shall sign or only the lead member, in which case the power of
attorney to sign on behalf of all members shall be attached.]
For and on behalf of each of the members of the Consultant.......................... [Insert the Name of the Joint Venture]
[Name of the lead member]
[Authorized Representative on behalf of a Joint Venture] [Add signature blocks for each member if all are
signing]

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SECTION 7: GENERAL CONDITIONS OF CONTRACT

A. General Provisions

1. Definitions

I.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 he force of law in Kenya.

b) “Consultant” means a legally-established professional consulting firm or entity selected by the

Procuring Entity to provide the Services under the signed Contract.

c) “Contract” means the legally binding written agreement signed between the Procuring Entity and the
Consultant and which includes all the attached documents listed in its paragraph1of the Form of
Contract (the General Conditions (GCC), the Special Conditions (SCC), and the Appendices).

d) “Procuring Entity” means the Procuring Entity that signs the Contract for the Services with the selected
Consultant.

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

f) “Effective Date” means the date on which this Contract comes into force and effect pursuant to Clause
GCC 11.

g) “Experts” means, collectively, Key Experts, Non-Key Experts, or any other personnel of the Consultant,
Sub-consultant or JV member(s) assigned by the Consultant to perform the Services or any part thereof
under the Contract.

h) “Foreign Currency” means any currency other than the currency of Kenya.

i) “GCC” mean these General Conditions of Contract.

j) “Government” means the government of Kenya.

k) “Joint Venture (JV)” means an association with or without a legal personality distinct from that of its
members, of more than one entity where one member has the authority to conduct all businesses for and
on behalf of any and all the members of the JV, and where the members of the JV are jointly and
severally liable to the Procuring Entity for the performance of the Contract.

l) “Key Expert(s)” means an individual professional whose skills, qualifications, knowledge and
experience are critical to the performance of the Services under the Contract and whose Curricula Vitae
(CV)was taken into account in the technical evaluation of the Consultant's proposal.

m) “Local Currency” means the Kenya Shillings, the currency of Kenya.

n) “Non-Key Expert(s)” means an individual professional provided by the Consultant or its Sub-consultant
to perform the Services or any part here of under the Contract.

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

p) “SCC” means the Special Conditions of Contract by which the GCC may be amended or supplemented
but not over-written.

q) “Services” means the work to be performed by the Consultant pursuant to this Contract, as described in
Appendix A hereto.

r) “Sub-consultants” means an entity to whom/which the Consultant subcontracts any part of the Services
while remaining solely liable for the execution of the Contract.

49
 (t) “Third Party “means any person or entity other than the Government, the Procuring Entity, the
Consultant or a Sub-consultant.

2. Relationship between the Parties

2.1 Nothing contained herein shall be construed as establishing a relationship of master and servant or of
principal and agent as between the Procuring Entity and the Consultant. The Consultant, subject to this Contract,
has complete charge of the Experts and Sub-consultants, if any, performing the Services and shall be fully
responsible for the Services performed by them or on their behalf hereunder.

3. Law Governing Contract

2.2 This Contract, its meaning and interpretation, and the relation between the Parties shall be governed by the
Laws of Kenya.

4. Language

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

5. Headings

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

6. Communications

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

6.2 A Party may change its address for notice here under by giving the other Party any communication of such
change to the address specified in the SCC.

7 Location

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

8 Authority of Member in Charge

8.1 In case the Consultant is a Joint Venture, the members hereby authorize them ember specified in the SCC to
act on their behalf in exercising all the Consultant's rights and obligations towards the Procuring Entity under
this Contract, including without limitation the receiving of instructions and payments from the Procuring
Entity.

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 Procuring Entity or the Consultant may be taken or executed by the officials specified in
the SCC.

10 Corrupt and Fraudulent Practices

10.1 The government requires compliance with its policy regarding corrupt and fraudulent/prohibited practices as
set forth in its laws and policies.

10.2 Commissions and Fees-The Procuring Entity requires the Consultant to disclose any commissions,
gratuities or fees that may have been paid or are to be paid to a gents or any other party with respect to the
selection process or execution of the Contract. The information disclosed must include at least the name and
address of the agent or other party, the amount and currency, and the purpose of the commission, gratuity or
fee. Failure to disclose such commissions, gratuities or fees may result in termination of the Contract by the
Procuring Entity and/or sanctions by the PPRA.
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B. Commencement, Completion, Modification and Termination of Contract

11 Effectiveness of Contract

11.1 This Contract shall come into force and effect on the date (the “Effective Date”) of the Procuring Entity'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 for Failure to Become Effective

12.1 If this Contract has not become effective within such time period after the date of Contract signature as
specified in the SCC, either Party may, by not less than twenty-two (22) 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 there to.

13 Commencement of Services

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

14 Expiration of Contract

14.1 Unless terminated earlier pursuant to Clause GCC19hereof, this Contract shall expire at the end of such time
period after the Effective Date as specified in the SCC.

15 Entire Agreement

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

16 Modifications or Variations

16.1 Any modification or variation of the terms and conditions of this Contract, including any modification or
variation of the scope of the Services, may only be made by written agreement between the Parties.
However, each Party shall give due consideration to any proposals for modification or variation made by the
other Party.

17 Force Majeure

a. Definition

17.1 For the purposes of this Contract,“ Force Majeure” means event which is beyond the reasonable control of a
Party, is not foreseeable, is unavoidable, and makes a Party's performance of its obligations hereunder
impossible or so impractical as reasonably to be considered impossible under the circumstances, and subject
to those requirements, includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion,
storm, flood or other adverse weather conditions, strikes, lockouts or other industrial action confiscation or
any other action by Government agencies.

17.2 Force Majeure shall not include (i) any event which his caused by the negligence or intentional action of a
Party or such Party's Experts, Sub-consultants or agents or employees, nor (ii) any event which a diligent
Party could reasonably have been expected to both take into account at the time of the conclusion of this
Contract and avoid or over come in the carrying out of its obligations here under.

17.3 Force Majeure shall not include insufficiency of funds or failure to make any payment required here under.

b. No Breach of Contract

17.4 The failure of a Party to fulfill any of its obligations here under shall not be considered to be a breach of, or
default under, this Contract in so far 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.

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c. Measures to be taken

17.5 A party affected by an event of Force Majeure shall continue to perform its obligations under the Contract as
far as is reasonably practical and shall take all reasonable measures to minimize the consequences of any
event of Force Majeure.

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

a) 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.

b) During the period of their inability to perform the Services as a result of an event of Force Majeure, the
Consultant, upon instructions by the Procuring Entity, shall either:
c) demobilize, in which case the Consultant shall be reimbursed for additional costs they reasonably and
necessarily incurred, and, if required by the Procuring Entity, in reactivating the Services; or
d) Continue with the Services to the extent reasonably possible, in which case the Consultant shall
continue to be paid under the terms of this Contract and be reimbursed or additional costs reasonably
and necessarily incurred.

17.7 In the case of disagreement between the Parties as to the existence or extent of Force Majeure, the matter
shall be settled according to Clauses GCC 44 & 45.

18 Suspension

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

19 Termination

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

a. By the Procuring Entity

19.1.1 The Procuring Entity 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 Procuring Entity shall give at least thirty
(30) calendar days' written notice of termination to the Consultant in case of the events referred to
in(a)through(d); at least sixty (60) calendar days' written notice in case of the event referred to in (e); and at
least five (5) calendar days 'written notice in case of the event referred to in (f):
a If the Consultant fails to remedy a failure in the performance of its obligations here under, as specified in
a notice of suspension pursuant to Clause GCC 18;
b If the Consultant becomes (or, if the Consultant consists of more than one entity, if any of its members
becomes) insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or take
advantage of any law for the benefit of debtors or go in to liquidation or receivership whether
compulsory or voluntary;
c If the Consultant fails to comply with any final decision reached as a result of arbitration proceedings
pursuant to Clause GCC 45.1;
d If, as the result of Force Majeure, the Consultant is unable to perform a material portion of the Services
for a period of not less than sixty (60) calendar days;
e If the Procuring Entity, in its sole discretion and for any reason whatsoever, decides to terminate this
Contract;
f If the Consultant fails to confirm availability of Key Experts as required in Clause GCC13.

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19.1.2 Furthermore, if the Procuring Entity determines that the Consultant has engaged in corrupt, fraudulent,
collusive, coercive [or obstructive] practices, in competing for or in executing the Contract, then the
Procuring Entity may, after giving fourteen (14) calendar days written notice to the Consultant, terminate the
Consultant's employment under the Contract.

b. By the Consultant

a) The Consultant may terminate this Contract, by not less than thirty (30) calendar days' written notice
to the Procuring Entity, in case of the occurrence of any of the events specified in
paragraphs(a)through(d)of this Clause.
b) If the Procuring Entity fails to pay any money due to the Consultant pursuant to this Contract and not
subject to dispute pursuant to Clause GCC45.1withinforty-five (45) calendar days after receiving
written notice from the Consultant that such payment is overdue.
c) If, as the result of Force Majeure, the Consultant is unable to perform a material portion of the
Services for a period of not less than sixty (60) calendar days.
d) If the Procuring Entity fails to comply with any final decision reached as a result of arbitration
pursuant to Clause GCC45.1.
e) 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 Consultant may have
subsequently approved in writing) following the receipt by the Procuring Entity of the Consultant's
notice specifying such breach.

c. Cessation of Rights and Obligations

19.1.4 Upon termination of this Contract pursuant to Clauses GCC 12 or GCC 19 hereof, or upon expiration of this
Contract pursuant to Clause GCC14, all rights and obligations of the Parties here under 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 GCC22, (iii) the Consultant's obligation to permit in section, copying
and auditing of their accounts and records set forth in Clause GCC25, and (iv) any right which a Party may
have under the Applicable Law.

d. Cessation of Services

19.1.5. Upon termination of this Contract by notice of either Party to the other pursuant to Clauses GCC 19a or
GCC 19b, the Consultant shall immediately upon dispatch or receipt of such notice, take all necessary steps
to bring the Services to a close in a prompt and orderly manner and shall make every reasonable effort to
keep expenditures for this purpose to a minimum. With respect to documents prepared by the Consultant and
equipment and materials furnished by the Procuring Entity, the Consultant shall proceed as provided,
respectively, by Clauses GCC27or GCC28.

e. Payment up on Termination

19.1.6 Up on termination of this Contract, the Procuring Entity shall make the following payments to the Consultant:
a) Payment or Services satisfactorily performed prior to the effective date of termination; and
b) In the case of termination pursuant to paragraphs (d) and (e) of Clause GCC 19.1.1, reimbursement of
any reasonable cost incidental to the prompt and orderly termination of this Contract, including the
cost of the return travel of the Experts.

C. Obligation s of the Consultant

20. 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
sound management practices, and employ appropriate technology and safe and effective equipment,
machinery, materials and methods. The Consultant shall always act, in respect of any matter relating to this
Contract or to the Services, as a faithful adviser to the Procuring Entity, and shall at all times support and
safeguard the Procuring Entity's legitimate interests in any dealings with the third parties.

53
20.2 The Consultant shall employandprovidesuchqualifiedandexperiencedExpertsandSub-consultants as are
required to carry out the Services.

20.3 The Consultant may subcontract part of the Services to an extent and with such Key Experts and Sub-
consultants as may be approved in advance by the Procuring Entity. Notwithstanding such approval, the
Consultant shall retain full responsibility for the Services.

b. Law Applicable to Services

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

20.5 Throughout the execution of the Contract, the Consultants hall comply with the import of goods and services
prohibitions in Kenya when
a As a matter of law or official regulations, Kenya prohibits commercial relations with that country; or
b by an act of compliance with a decision of the United Nations Security Council taken under Chapter VII of
the Charter of the United Nations, Kenya prohibits any import of goods from that country or any payments
to any country, person, or entity in that country.

20.6. The Procuring Entity shall notify the Consultant in writing of relevant local customs, and the Consultant
shall, after such notification, respect such customs.

21 Conflict of Interests

21.1 The Consultant shall hold the Procuring Entity's interest paramount, without any consideration for future
work, 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 38 through 42) shall constitute the
Consultant's only payment in connection with this Contract and, subject to Clause GCC21.1.3,the Consultant
shall not accept for its own benefit any trade commission, discount or similar payment in connection with
activities pursuant to this Contract or in the discharge of its obligations here under, and the Consultant shall
use its best efforts to ensure that any Sub-consultants, as well as the Experts and agents of either of them,
similarly shall not receive any such additional payment.

21.1.2 Furthermore, if the Consultant, as part of the Services, has the responsibility of advising the Procuring Entity
on the procurement of goods, works or services, the Consultant shall at all times exercise such responsibility
in the best interest of the Procuring Entity. Any discounts or commissions obtained by the Consultant in the
exercise of such procurement responsibility shall be for the account of the Procuring Entity.

b. Consultant and Affiliates Not to Engage in Certain Activities

21.1.3 The Consultant agrees that, during the term of this Contract and after its termination, the Consultant and any
entity affiliated with the Consultant, as well as any Sub-consultants and any entity affiliated with such Sub-
consultants, shall be disqualified from providing goods, works or non-consulting services resulting from or
directly related to the Consultant's Services for the preparation or implementation of the project.

c. Prohibition of Conflicting Activities

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

d. Strict Duty to Disclose Conflicting Activities

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

54
22 Confidentiality

22.1 Except with the prior written consent of the Procuring Entity, the Consultant and the Experts shall not at any
time communicate to any person or entity any confidential information acquired in the course of the
Services, nor shall the Consultant and the Experts make public the recommendations formulated in the
course of, or because of, the Services.

23 Liability of the Consultant

23.1 Subject to additional provisions, if any, set for in the SCC, the Consultant's liability under this Contract shall
be as determined under the Applicable Law.

24 Insurance to be taken out by the Consultant

24.1 The Consultant (i) shall take out and maintain and shall cause any Sub-consultants to take out and maintain,
at its (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 specified in the SCC, and (ii) at the
Procuring Entity's request, shall provide evidence to the Procuring Entity showing that such insurance has
been taken out and maintained and that the current premiums therefore have been paid. The Consultant shall
ensure that such insurance is in place prior to commencing the Services as stated in Clause GCC13.

25 Accounting, Inspection and Auditing

25.1 The Consultant shall keep and shall make all reasonable efforts to cause its Sub-consultants to keep, accurate
and systematic accounts and records in respect of the Services and in such form and detail as will clearly
identify relevant time changes and costs.

25.2 The Consultant shall permit and shall cause its Sub-consultants to permit, the PPRA and/ or persons
appointed by the PPRA to inspect the Site and /or all accounts and records relating to the performance of the
Contract and the submission of the Proposal to provide the Services, and to have such accounts and records
audited by auditors appointed by the PPRA if requested by the PPRA. The Consultant's attention is drawn to
Clause GCC10 which provides, interlaid, that acts intended to materially impede the exercise of the PPRA's
inspection and audit rights provided for under this ClauseGCC25.2 constitute a prohibited practice subject to
contract termination (as well as to a determination of in eligibility under the PPRA's prevailing sanctions
procedures.)

26 Reporting Obligations

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

27 Proprietary Rights of the Procuring Entity in Reports and Records

27.1 Unless otherwise indicated in the SCC, all reports and relevant data and information such as maps, diagrams,
plans, databases, other documents and software, supporting records or material compiled or prepared by the
Consultant for the Procuring Entity in the course of the Services shall be confidential and become and remain
the absolute property of the Procuring Entity. The Consultant 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 Consultant may retain a copy of such documents, data and/or software but shall not
use the same for purposes unrelated to this Contract without prior written approval of the Procuring Entity.

27.2 If license agreements are necessary or appropriate between the Consultant and third parties for purposes of
development of the plans, drawings, specifications, designs, databases, other documents and software, the
Consultant shall obtain the Procuring Entity's prior written approval to such agreements, and the Procuring
Entity shall be entitled at its discretion to require recovering the expenses related to the development of the
program(s) concerned. Other restrictions about the future use of these documents and software, if any, shall
be specified in the SCC.

28 Equipment, Vehicles and Materials

28.1 Equipment, vehicles and materials made available to the Consultant by the Procuring Entity or purchased by
64
 the Consultant wholly or partly 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
Consultant shall make available to the Procuring Entity an inventory of such equipment, vehicles and
materials and shall dispose of such equipment, vehicles and materials in accordance with the Procuring
Entity's instructions. While in possession of such equipment, vehicles and materials, the Consultant, unless
otherwise instructed by the Procuring Entity in writing, shall insure them at the expense of the Procuring
Entity in an amount equal to their full replacement value.

28.2 Any equipment or materials brought by the Consultant or its Experts into Kenya for the use either for the
project or personal use shall remain the property of the Consultant or the Experts concerned, as applicable.

D. Consultant's Experts and Sub-consultants

29 Description of Key Experts

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

30 Replacement of Key Experts

30.1 Except as the Procuring Entity may otherwise agree in writing, no changes shall be made in the Key Experts.

30.2 Notwithstanding the above, the substitution of Key Experts during Contract execution may be considered
only based on the Consultant's written request and due to circumstances outside the reasonable control of the
Consultant, including but not limited to death or medical in capacity. In such case, the Consultant shall forth
with provide as a replacement, a person of equivalent or better qualifications and experience, and at the same
rate of remuneration.

31 Removal of Experts or Sub-consultants

31.1 If the Procuring EntityfindsthatanyoftheExpertsorSub-consultanthascommittedseriousmisconductorhas been

charged with having committed a criminal action, or shall the Procuring Entity determine that Consultant's
Expert of Sub consultant have engaged in corrupt, fraudulent, collusive, coercive [or obstructive] practice
while performing the Services, the Consultant shall, at the Procuring Entity's written request, provide a
replacement.

31.2 In the event that any of Key Experts, Non-Key Experts or Sub-consultants is found by the Procuring Entity
to be in competent or in capable in discharging assigned duties, the Procuring Entity, specifying the grounds
therefore, may request the Consultant to provide a replacement.

31.3 Any replacement of the removed Experts or Sub consultants shall possess better qualifications and
experience and shall be acceptable to the Procuring Entity.

31.4 The Consultant shall bear all costs arising out of or incidental to any removal and/or replacement of such
Experts.

E. Obligations of the Procuring Entity

32 Assistance and Exemptions

32.1 Unless otherwise specified in the SCC, the Procuring Entity shall use its best efforts to:
a Assist the Consultant with obtaining work permits and such other documents as shall be necessary to
enable the Consultant to perform the Services.
b Assist the Consultant with promptly obtaining, for the Experts and, if appropriate, their eligible
dependents, all necessary entry and exit visas, residence permits, exchange permits and any other
documentsrequiredfortheirstayinKenyawhilecarryingouttheServicesundertheContract.
c FacilitatepromptclearancethroughcustomsofanypropertyrequiredfortheServicesandofthepersonal effects
of the Expert sand their eligible dependents.
d Issue to officials, agents and representatives of the Government all such instructions and information as
may be necessary or appropriate for the prompt and effective implementation of the Services.
e Assist the Consultant and the Experts and any Sub-consultants employed by the Consultant for the
65
 Services with obtaining exemption from any requirement to register or obtain any permit to practice their
profession or to establish themselves either individually or as a corporate entity in Kenya according to
the applicable law in Kenya
f Assist the Consultant, any Sub-consultants and the Experts of either of them with obtaining the privilege,
pursuant to the applicable law in Kenya, of bringing in to Kenya reasonable amounts of foreign currency
for the purposes of the Services or for the personal use of the Experts and of withdrawing any such
amounts as may be earned therein by the Experts in the execution of the Services.
g Provide to the Consultant any such other assistance as may be specified in the SCC.

33 Access to Project Site

33.1 The Procuring Entity warrants that the Consultant shall have, free of charge, unimpeded access to the project
site in respect of which access is required for the performance of the Services. The Procuring Entity will be
responsible for any damage to the project site or any property thereon resulting from such access and will
indemnify the Consultant and each of the experts in respect of liability for any such damage, unless such
damage is caused by the willful default or negligence of the Consultant or any Sub-consultants or the Experts
of either of them.

34 Change in the Applicable Law Related to Taxes and Duties

34.1 If, after the date of this Contract, there is any change in the applicable law in Kenya with respect to taxes and
duties which increases or decreases the cost incurred by the Consultant in performing the Services, then the
remuneration and reimbursable expenses otherwise payable to the Consultant under this Contract shall be
increased or decreased accordingly by agreement between the Parties hereto, and corresponding adjustments
shall be made to the Contract price amount specified in Clause GCC 39.1

35 Services, Facilities and Property of the Procuring Entity

35.1 The Procuring Entity shall make available to the Consultant and the Experts, for the purposes of the Services
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 Appendix A.

36 Counterpart Personnel

36.1 The Procuring Entity shall make available to the Consultant free of charge such professional and support
counterpart personnel, to be nominated by the Procuring Entity with the Consultant's advice, if specified in
Appendix A.

36.2 Professional and support counterpart personnel, excluding Procuring Entity's liaison personnel, shall work
under the exclusive direction of the Consultant. If any member of the counterpart personnel fails to perform
adequately any work as signed to such member by the Consultant that is consistent with the position
occupied by such member, the Consultant may request the replacement of such member, and the Procuring
Entity shall not unreasonably refuse to act upon such request.

37 Payment Obligation

37.1 In consideration of the Services performed by the Consultant under this Contract, the Procuring Entity shall
make such payments to the Consultant for the deliverables specified in Appendix A and in such manner as is
provided by GCCF below.

F. Payments to the Consultant

38 Contract Price

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

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

39 Taxes and Duties

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

39.2 Any payment under this Contract shall be made in the currency (ies) of the Contract.

40 Mode of Billing and Payment

40.1 The total payments under this Contract shall not exceed the Contract price set forth in Clause GCC 38.1.

40.2 The payments under this Contract shall be made in lump-sum installments against deliverables specified in
Appendix A. The payments will be made according to the payment schedule stated in the SCC.

40.2.1 Advance payment: Unless otherwise indicated in the SCC, an advance payment shall be made against an
advance payment bank guarantee acceptable to the Procuring Entity in an amount (or amounts) and in a
currency (or currencies) specified in the SCC. Such guarantee (I) is to remain effective until the advance
payment has been fully set off, and (ii) is to be in the form set forth in Appendix D, or in such other form as
the Procuring Entity shall have approved in writing. The advance payments will be set off by the Procuring
Entity in equal portions against the lump-sum installments specified in the SCC until said advance payments
have been fully set off.

40.2.2 The Lump-Sum Installment Payments. The Procuring Entity shall pay the Consultant within sixty (60) days
after the receipt by the Procuring Entity of the deliverable(s) and the cover invoice for the related lump-sum
installment payment. The payment can be withheld if the Procuring Entity does not approve the submitted
deliverable(s) as satisfactory in which case the Procuring Entity shall provide comments to the Consultant
within the same sixty (60) days period. The Consultant shall thereupon promptly make any necessary
corrections, and there after the fore going process shall be repeated.

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

40.2.4 All payments under this Contract shall be made to the accounts of the Consultant specified in the SCC.

40.2.5 With the exception of the final payment under 40.2.3 above, payments do not constitute acceptance of the
whole Services nor relieve the Consultant of any obligations here under.

41 Interest on Delayed Payments

41.1 If the Procuring Entity had delayed payments beyond thirty (30) days after the due date stated in Clause
GCC 41.2.2, interest shall be paid to the Consultant on any amount due by, not paid on, such due date for
each day of delay at the annual rate stated in the SCC.

G. Fairness and Good Faith

42 Good Faith

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

H. Settlement of Disputes

43 Amicable Settlement

43.1.2 The Parties shall seek to resolve any dispute amicably by mutual consultation.

43.1.3 If either Party objects to any action or in action of the other Party, the objecting Party may file a written
Notice of Dispute to the other Party providing in detail the basis of the dispute. The Party receiving the
Notice of Dispute will consider it and respond in writing within fourteen (14) days after receipt. If that Party
67
 fails to respond within fourteen (14) days, or the dispute cannot be amicably settled within fourteen (14) days
following the response of that Party, Clause GCC 45.1 shall apply.

44 Dispute Resolution

44.1.2Any dispute between the Parties arising under or related to this Contract that cannot be settled amicably may
be referred to by either Party to the adjudication/arbitration in accordance with the provisions specified in the
SCC.

68
SECTION 8: SPECIAL CONDITIONS OF CONTRACT

[Notes in brackets are for guidance purposes only and should be deleted in the final text of the signed contract]
Number of Amendments of, and Supplements to, Clauses in the General Conditions of Contract
GC Clause

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

[Where the Parties may designate the law of another country, in which case the name of the
respective country should be inserted, and the name of Kenya should be removed.]

4.1 The language is: English

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

Procuring Entity:
Attention:
Facsimile:
E-mail:

Consultant:
Attention:
Facsimile:
E-mail:

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

9.1 The Authorized Representatives are:

For the Procuring Entity: [name, title]

For the Consultant: [name, title]

11.1 The effectiveness conditions are the following:

[Note: If there are no effectiveness conditions, state “N/A”]

OR

List here any conditions of effectiveness of the Contract, e.g., receipt by the Consultant of an
advance payment, and by the Procuring Entity of an advance payment guarantee (see Clause
SCC45.1(a)), etc.]

12.1 Termination of Contract for Failure to Become Effective:

The time period shall be ____ [insert time period, e.g.: four months].

13.1 Commencement of Services:

The number of days shall be_________________ [e.g.: ten].

Confirmation of Key Experts’ availability to start the Assignment shall be submitted to the
Procuring Entity in writing as a written statement signed by each Key Expert.

14.1 Expiration of Contract:

The time period shall be ___ [insert time period, e.g.: twelve months].
69
Number of Amendments of, and Supplements to, Clauses in the General Conditions of Contract
GC Clause

21.1.3. The Procuring Entity reserves the right to determine on a case-by-case basis whether the
Consultant should be disqualified from providing goods, works or non-consulting services due
to a conflict of a nature described in Clause GCC 21.1.3

Yes:_____ No: _____

23.1 No additional provisions.

[OR

The following limitation of the Consultant’s Liability towards the Procuring Entity can be
subject to the Contract’s negotiations:

“Limitation of the Consultant’s Liability towards the Procuring Entity:

(a) Except in the case of gross negligence or willful misconduct on the part of the
Consultant or on the part of any person or a firm acting on behalf of the Consultant in carrying
out the Services, the Consultant, with respect to damage caused by the Consultant to the
Procuring Entity’s 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 two times the total value of the Contract;
(b) This limitation of liability shall not
(i) affect the Consultant’s liability, if any, for damage to Third Parties caused by the Consultant
or any person or firm acting on behalf of the Consultant in carrying out the Services;
(ii) be construed as providing the Consultant with any limitation or exclusion from liability
which is prohibited by the Applicable Law.

[Notes to the Procuring Entity and the Consultant:

Any suggestions made by the Consultant in the Proposal to introduce exclusions/limitations of

the Consultant’s liability under the Contract should be carefully scrutinized by the Procuring
Entity prior to accepting any changes to what was included in the issued RFP.

To be acceptable to the Procuring Entity, any limitation of the Consultant’s liability should at
the very least be reasonably related to (a) the damage the Consultant might potentially cause to
the Procuring Entity, and (b) the Consultant’s ability to pay compensation using its own assets
and reasonably obtainable insurance coverage. The Consultant’s liability shall not be limited to
less than a multiplier of the total payments to the Consultant under the Contract for
remuneration and reimbursable expenses. A statement to the effect that the Consultant is liable
only for the re-performance of faulty Services is not acceptable to the Procuring Entity. Also,
the Consultant’s liability should never be limited for loss or damage caused by the Consultant’s
gross negligence or willful misconduct.

The Procuring Entity does not accept a provision to the effect that the Procuring Entity shall
indemnify and hold harmless the Consultant against Third Party claims, except, of course, if a
claim is based on loss or damage caused by a default or wrongful act of the Procuring Entity to
the extent permissible by the law applicable in Kenya.]

24.1 The insurance coverage against the risks shall be as follows:

[Delete what is not applicable except (a)].

(a) Professional liability insurance, with a minimum coverage of ______________________

[insert amount and currency which should be not less than the total ceiling amount of the
Contract];

(b) Third Party motor vehicle liability insurance in respect of motor vehicles operated in the

70
Number of Amendments of, and Supplements to, Clauses in the General Conditions of Contract
GC Clause

Procuring Entity’s country by the Consultant or its Experts or Sub-consultants, with a minimum
coverage of [insert amount and currency or state “in accordance with the applicable law in the
Procuring Entity’s country”];

(c) Third Party liability insurance, with a minimum coverage of [insert amount and
currency or state “in accordance with the applicable law in Kenya”];

(d) employer’s liability and workers’ compensation insurance in respect of the experts and
Sub-consultants in accordance with the relevant provisions of the Applicable Law in Kenya, 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 or in part with
funds provided under this Contract, (ii) the Consultant’s property used in the performance of the
Services, and (iii) any documents prepared by the Consultant in the performance of the Services.

27.1 The additional rights to the use of the documents are:

[If applicable, insert any exceptions to proprietary rights provisions]

27.2 [If there is to be no restriction on the future use of these documents by either Party, this Clause
SCC 27.2 should be indicated as Not Applicable.
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 Consultant shall not use these [insert what applies……. documents and software…. ] for
purposes unrelated to this Contract without the prior written approval of the Procuring Entity.]

[OR]

[The Procuring Entity shall not use these [insert what applies……. documents and
software…….] for purposes unrelated to this Contract without the prior written approval of the
Consultant.]
[OR]

[Neither Party shall use these [insert what applies……. documents and software……] for
purposes unrelated to this Contract without the prior written approval of the other Party.]

32.1 [List here any changes or additions to Clause GCC 32.1. If there are no such changes or
(a) through additions, indicate Not Applicable.]
(f)

32.1(g) [List here any other assistance to be provided by the Procuring Entity. If there is no such other
assistance, indicate Not Applicable for this Clause SCC 32.1(g).]

38.1 The Contract price is: ____________________ [insert amount and currency for each currency
as applicable] [indicate: inclusive or exclusive] of local taxes.

Any local taxes chargeable in respect of this Contract for the Services provided by the
Consultant shall [insert as appropriate: “be paid” or “reimbursed”] by the Procuring Entity
[insert as appropriate: “for “or “to”] the Consultant.

The amount of such taxes is ____________________ [insert the amount as finalized at the
Contract’s negotiations on the basis of the tax amounts provided by the Consultant in Form FIN-
2 of the Consultant’s Financial Proposal.

39.1 and [The Procuring Entity, depending on the source of funds and tax exemptions already granted by
71
Number of Amendments of, and Supplements to, Clauses in the General Conditions of Contract
GC Clause

39.2 the Government, shall decide whether the Consultant (i) should be exempted from local tax, or
(ii) should be reimbursed by the Procuring Entity for any such tax they might have to pay (or
that the Procuring Entity would pay such tax on behalf of the Consultant]
The Procuring Entity warrants that [choose one applicable option consistent with the ITC 16.3
and the outcome of the Contract’s negotiations (Form FIN-2]
If ITC16.3 indicates a tax exemption status, include the following: “the Consultant, the Sub-
consultants and the Experts shall be exempt from”
OR
If ITC16.3 does not indicate the exemption and, depending on whether the Procuring Entity
shall pay the withholding tax or the Consultant has to pay, include the following:
“the Procuring Entity shall pay on behalf of the Consultant, the Sub-consultants and the
Experts,” OR “the Procuring Entity shall reimburse the Consultant, the Sub-consultants and the
Experts”]
any taxes, duties, fees, levies and other impositions imposed, under the applicable law in the
Procuring Entity’s country, on the Consultant, the Sub-consultants and the Experts in respect of:
(a) any payments whatsoever made to the Consultant, Sub-consultants and the Experts (other
than nationals or permanent residents of Kenya), in connection with the carrying out of the
Services;
(b) any equipment, materials and supplies brought into Kenya by the Consultant or Sub-
consultants for the purpose of carrying out the Services and which, after having been brought
into such territories, will be subsequently withdrawn by them;
(c) any equipment imported for the purpose of carrying out the Services and paid for out of
funds provided by the Procuring Entity and which is treated as property of the Procuring Entity;
(d) any property brought into Kenya by the Consultant, any Sub-consultants or the Experts
(other than nationals or permanent residents of Kenya), or the eligible dependents of such
experts for their personal use and which will subsequently be withdrawn by them upon their
respective departure from the Procuring Entity’s country, provided that:
(i) the Consultant, Sub-consultants and experts shall follow the usual customs procedures of
Kenya in importing property into Kenya; and

(ii) if the Consultant, Sub-consultants or Experts do not withdraw but dispose of any property in
the Procuring Entity’s country upon which customs duties and taxes have been exempted, the
Consultant, Sub-consultants or Experts, as the case may be, (a) shall bear such customs duties
and taxes in conformity with the regulations of Kenya, or (b) 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 Procuring Entity’s country.

40.2 The payment schedule:

[Payment of installments shall be linked to the deliverables specified in the Terms of Reference
in Appendix A]

1st payment: [insert the amount of the installment, percentage of the total Contract price, and
the currency. If the first payment is an advance payment, it shall be made against the bank
guarantee for the same amount as per GCC 41.2.1]. E.g. “Twenty (20) percent of the lumpsum
contract price shall be paid upon submission and approval of the Inception Report

2nd payment: Example: Sixty (60) percent of the lumpsum Contract Price shall be paid upon
submission of an acceptable Draft Report.

3rd and Final Payment: Example: Twenty (20) percent of the lumpsum Contract Price shall be
paid upon submission and approval of the Final Report.

[Total sum of all installments shall not exceed the Contract price set up in SCC38.1. Every
Payment shall be subject to (i) submission to the Procuring Entity of the prerequisite Report
and/or payment request documents, and, (ii) approval and acceptance of the said reports and

72
Number of Amendments of, and Supplements to, Clauses in the General Conditions of Contract
GC Clause

documents by the Procuring Entity]

40.2.1 [The advance payment could be in either the foreign currency, or the local currency, or both;
select the correct wording in the Clause here below. The advance bank payment guarantee
should be in the same currency(ies)]

The following provisions shall apply to the advance payment and the advance bank payment
guarantee:

(1) An advance payment [of [insert amount] in foreign currency] [and of [insert amount] in
Kenya Shillings] shall be made within [insert number] days after the receipt of an advance bank
payment guarantee by the Procuring Entity. The advance payment will be set off by the
Procuring Entity in equal portions against [list the payments against which the advance is
offset].

(2) The advance bank payment guarantee shall be in the amount and in the currency of the
currency (ies) of the advance payment.

(3) The bank guarantee will be released when the advance payment has been fully set off.

40.2.4 The accounts are:

for foreign currency: [insert account].

for local currency: [insert account].

41.1 The interest rate is: [insert rate].

44.1 Disputes shall be settled by arbitration in accordance with the following provisions:
1. Selection of Arbitrators. Each dispute submitted by a Party to arbitration shall be heard
by a sole arbitrator or an arbitration panel composed of three (3) arbitrators, in accordance with
the following provisions:

(a) Where the Parties agree that the dispute concerns a technical matter, they may agree to
appoint a sole arbitrator or, failing agreement on the identity of such sole arbitrator within thirty
(30) days after receipt by the other Party of the proposal of a name for such an appointment by
the Party who initiated the proceedings, either Party may apply to [name an appropriate
international professional body, e.g., the Federation Internationale des Ingenieurs-Conseil
(FIDIC) of Lausanne, Switzerland] for a list of not fewer than five (5) nominees and, on receipt
of such list, the Parties shall alternately strike names therefrom, and the last remaining nominee
on the list shall be the sole arbitrator for the matter in dispute. If the last remaining nominee has
not been determined in this manner within sixty (60) days of the date of the list, [insert the
name of the same professional body as above] shall appoint, upon the request of either Party and
from such list or otherwise, a sole arbitrator for the matter in dispute.

(b) Where the Parties do not agree that the dispute concerns a technical matter, the
Procuring Entity and the Consultant shall each appoint one (1) arbitrator, and these two
arbitrators shall jointly appoint a third arbitrator, who shall chair the arbitration panel. If the
arbitrators named by the Parties do not succeed in appointing a third arbitrator within thirty (30)
days after the latter of the two (2) arbitrators named by the Parties has been appointed, the third
arbitrator shall, at the request of either Party, be appointed by [name an appropriate
international appointing authority, e.g., the Secretary General of the Permanent Court of
Arbitration, The Hague; the Secretary General of the International Centre for Settlement of
Investment Disputes, Washington, D.C.; the International Chamber of Commerce, Paris; etc.].

(c) If, in a dispute subject to paragraph (b) above, one Party fails to appoint its arbitrator
within thirty (30) days after the other Party has appointed its arbitrator, the Party which has

73
Number of Amendments of, and Supplements to, Clauses in the General Conditions of Contract
GC Clause

named an arbitrator may apply to the [name the same appointing authority as in said paragraph
(b)] to appoint a sole arbitrator for the matter in dispute, and the arbitrator appointed pursuant to
such application shall be the sole arbitrator for that dispute.

2. Rules of Procedure. Except as otherwise stated herein, arbitration proceedings shall be

conducted in accordance with the rules of procedure for arbitration of the United Nations
Commission on International Trade Law (UNCITRAL) as in force on the date of this Contract.

3. Substitute Arbitrators. If for any reason an arbitrator is unable to perform his/her

function, a substitute shall be appointed in the same manner as the original arbitrator.

4. Nationality and Qualifications of Arbitrators. The sole arbitrator or the third arbitrator
appointed pursuant to paragraphs 1(a) through 1(c) above shall be an internationally recognized
legal or technical expert with extensive experience in relation to the matter in dispute and shall
not be a national of the Consultant’s home country [If the Consultant consists of more than one
entity, add: or of the home country of any of their members or Parties] or of the Government’s
country. For the purposes of this Clause, “home country” means any of:

(a) the country of incorporation of the Consultant [If the Consultant consists of more than
one entity, add: or of any of their members or Parties]; or

(b) the country in which the Consultant’s [or any of their members’ or Parties’] principal
place of business is located; or

(c) the country of nationality of a majority of the Consultant’s [or of any members’ or
Parties’] shareholders; or

(d) the country of nationality of the Sub-consultants concerned, where the dispute involves
a subcontract.

5. Miscellaneous. In any arbitration proceeding hereunder:

(a) proceedings shall, unless otherwise agreed by the Parties, be held in [select a country
which is neither the Procuring Entity’s country nor the Consultant’s country];
(b) the [type of language] language shall be the official language for all purposes; and
(c) the decision of the sole arbitrator or of a majority of the arbitrators (or of the third
arbitrator if there is no such majority) shall be final and binding and shall be enforceable in any
court of competent jurisdiction, and the Parties hereby waive any objections to or claims of
immunity in respect of such enforcement.

74
SECTION 9: APPENDICES

Appendix A – Terms of Reference

[Note: This Appendix shall include the final Terms of Reference (TORs) worked out by the Procuring Entity and
the Consultantduringthenegotiations;datesforcompletionofvarioustasks;locationofperformancefordifferenttasks;
detailed reporting requirements and list of deliverables against which the payments to the Consultant will be made;
ProcuringEntity'sinput,includingcounterpartpersonnelassignedbytheProcuringEntitytoworkontheConsultant's
team;specifictasksoractionsthatrequirepriorapprovalbytheProcuringEntity.

Insert the text based on the Section 5 (Terms of Reference) of the ITC in the RFP and modified based on the Forms
TECH-1 through TECH-5 of the Consultant's Proposal. Highlight the changes to Section 5 of the RFP]

……………………………………………………………………………………………….........................................

Appendix B - Key Experts

[Insert a table based on Form TECH-6 of the Consultant's Technical Proposal and finalized at the Contract's
negotiations. Attach the CVs (updated and signed by the respective Key Experts) demonstrating the qualifications
of Key Experts.]

……………………………………………………………………………………………….........................................

Appendix C – Breakdown of Contract Price

{Insert the table with the unit rates to arrive at the breakdown of the lump-sum price. The table shall be based on
[Form FIN-3andFIN-4] of the Consultant's Proposal and reflect any changes agreed at the Contract negotiations,
if any. The footnote shall list such changes made to [FormFIN-3andFIN-4] at the negotiations or state that none
has been made.}

Appendix D - Form of Advance Payment Guarantee

[Note: See Clause GCC 41.2.1 and SCC 41.2.1]

Bank Guarantee for Advance Payment [Bank's Name and Address of Issuing Branch or
Office] Beneficiary: [Name and Address of Procuring Entity]
Date:

ADVANCEPAYMENTGUARANTEE No.:

We have been informed that [name of Consultant or a name of the Joint Venture, same as appears on
the signed Contract] (herein after called" the Consultant") has entered into Contract No.
[reference number of the contract] dated with you,
for the provision of [brief description of Services] (herein after called" the Contract").

Furthermore, we understand that, according to the conditions of the Contract, an advance payment in the sum of
[amount in figures] () [amount in words] is to be made against an advance payment guarantee.

At the request of the Consultant, we [name of bank] here by irrevocably undertake to pay you
1
any sum or sums not exceeding in total an amount of [amount in figures] () [amount in words] upon
receipt by us of your first demand in writing accompanied by a written statement stating that the Consultant are in b
reach of their obligation under the Contract because the Consultant have used the advance payment for purposes
other than toward providing the Services under the Contract.

It is a condition for any claim and payment under this guarantee to be made that the advance payment referred to
above must have been received by the Consultant on their account number at [name
and address of bank].

The maximum amount of this guarantee shall be progressively reduced by the amount of the advance payment
repaid by the Consultant as indicated in copies of certified monthly statements which shall be presented to us. This
guarantee shall expire, at the latest, upon our receipt of the monthly payment certificate indicating that the
Consultant has made
2
Full repayment of the amount of the advance payment, or on the day of , whichever is earlier.

75
Consequently, any demand for payment under this guarantee must be received by us at this office on or before that
date.

[Signature]

Note: All italicized text is for indicative purposes only to assist in preparing this form and shall be deleted from the
final product.

76
PREFACE

This Section includes a Time-Based Contract. It includes General Conditions of Contract (“GCC”) that shall not be
modified, and Special Conditions of Contract (“SCC”). The SCC include clauses specific to each contract to
supplement, but not over-write or otherwise contradict, the General Conditions of Contract.

Time-Based Contract. This type of contract is appropriate when it is difficult to define or fix the scope and the
duration of the services, either because they are related to activities carried out by others for which the completion
period may vary, or because the input of the consultants required for attaining the objectives of the assignment is
difficult to assess. In time-based contracts the Consultant provides services on a timed basis according to quality
specifications, and Consultant's remuneration is determined on the basis of the time actually spent by the
Consultant in carrying out the Services and is based on (i) agreed upon unit rates for the Consultant's experts
multiplied by the actual time spent by the experts in executing the assignment, and (ii) reimbursable expenses using
actual expenses and/or agreed unit prices. This type of contract requires the Procuring Entity to closely supervise
the Consultant and to be involved in the daily execution of the assignment.

The template is designed for use in assignments with consulting firms and shall not be used for contracting of
individual experts. In some consultancy assignments such as design and construction supervision, both Lump-Sum
and Time- Based Contracts are used and signed with the Consultant. In that case, the Lump-Sum Contract would
apply for the design part of the Services while the construction supervision part would be based on a Time-Based
Contract. In such event; both types of contracts shall be signed at the same time.

In case a Time-Based Contract is not used, please delete the contract template for time-based contract before
issuance of the RFP to Consultants.

1
The Guarantor shall insert an amount representing the amount of the advance payment and denominated either in the currency (ies) of the advance payment as
Specified in the Contract, or in a freely convertible currency acceptable to the Procuring Entity.
2
Inserttheexpectedexpirationdate.IntheeventofanextensionofthetimeforcompletionoftheContract the Procuring Entity would need to request an extension of
This guarantee from the Guarantor. Such request must be in writing and must be made prior to the expiration date established in the guarantee. In preparing
this guarantee, the Procuring Entity might consider adding the following text to the form, at the end of the pen ultimate paragraph: “The Guarantor agrees to
a one-time extension of this guarantee for a period not to exceed [six months] [one year], in response to the Procuring Entity's written request for such
extension, such request to be presented to the Guarantor before the expiry of the guarantee.”

77
CONTRACT FOR CONSULTANT'S SERVICES

II. TIME-BASED CONTRACT

Consulting Services for:

Contract No.:

Contract Description:

between

[Name of the

Procuring Entity] and

[Name of the Consultant]

Date:

78
II: FORM OF CONTRACT-TIME-BASED

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

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

[Note: If the Consultant consist of more than one entity, the above should be partially amended to read as follows:
“… (herein after called the “Procuring Entity”) and, on the other hand, a Joint Venture (name of the JV)
consisting of the following entities, each member of which will be jointly and severally liable to the Procuring
Entity for all the Consultant's obligations under this Contract, namely, [name of member] and [name of member]
(hereinafter called the “Consultant”).]

WHEREAS
a) the Procuring Entity has requested the Consultant to provide certain consulting services as defined in this
Contract (hereinafter called the “Services”);
b) the Consultant, having represented to the Procuring Entity that it has the required professional skills,
expertise and technical resources, has agreed to provide the Services on the terms and conditions set forth in
this Contract;
c) The Procuring Entity has set aside a budget and funds towards the cost of the services and intends to apply a
portion of the funds to eligible payments under the Contract.

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents attached here to shall be deemed to form an integral part of this Contract:
a) The General Conditions of Contract;
b) The Special Conditions of Contract;
c) Appendices:
Appendix A: Terms of Reference
Appendix B: Key Experts
Appendix C: Remuneration Cost Estimates
Appendix D: Reimbursable Cost Estimates
Appendix E: Form of Advance Payments Guarantee

In the event of any in consistency between the documents, the following order of precedence shall prevail:
The Special Conditions of Contract; the General Conditions of Contract; Appendix A; Appendix B;
Appendix C and Appendix D; Appendix E. Any reference to this Contract shall include, where the context
permits, a reference to its Appendices.

2. ThemutualrightsandobligationsoftheProcuringEntityandtheConsultantshallbeassetforthintheContract, in
particular:
a) The Consultant shall carryout the Services in accordance with the provisions of the Contract; and
b) The Procuring Entity shall make payments to the Consultant in accordance with the provisions of the
Contract.

IN WITNESS WHERE OF, the Parties here to have caused this Contract to be signed in their respective names as
of the day and year first above written.

For and on behalf of [Name of Procuring Entity] [Authorized Representative of the

Procuring Entity–name title and signature]

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

Representative of the Consultant–name and signature]

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

For and on behalf of each of the members of the Consultant............. [insert the name of the Joint Venture]
[Name of the lead member]
[Authorized Representative on behalf of a Joint Venture] [add signature blocks for each member if all are
signing]
79
Section 8: General Conditions of Contract

A. GENERALPROVISIONS

1. Definitions

1.1 Unless the context otherwise requires, the following terms whenever used in this Contract have the following
meanings:
a) “Applicable Law” means the laws and any other instruments having the force of law in Kenya.
b) “Procuring Entity” means the Procuring Entity that signs the Contract for the Services with the
Selected Consultant.
c) “Consultant” means a legally - established professional consulting firm or entity selected by the
Procuring Entity to provide the Services under the signed Contract.
d) “Contract” means the legally binding written agreement signed between the Procuring Entity and the
Consultant and which includes all the attached documents listed in its paragraph 1 of the Form of
Contract (the General Conditions (GCC), the Special Conditions (SCC), and the Appendices).
e) “Day” means a working day unless indicated otherwise.
f) “Effective Date” means the date on which this Contract comes into force and effect pursuant to Clause
GCC11.
g) “Experts” means, collectively, Key Experts, Non-Key Experts, or any other personnel of the
Consultant, Sub-consultant or JV member(s) assigned by the Consultant to perform the Services or any
part thereof under the Contract.
h) “Foreign Currency” means any currency other than the Kenya Shilling.
i) “GCC” means these General Conditions of Contract.
j) “Government” means the government of Kenya.
k) “Joint Venture (JV)” means an association with or without a legal personality distinct from that of its
members, of more than one entity where one member has the authority to conduct all businesses for
and on behalf of any and all the members of the JV, and where the members of the JV are jointly and
severally liable to the Procuring Entity for the performance of the Contract.
l) “Key Expert(s)” means an individual professional whose skills, qualifications, knowledge and
experience are critical to the performance of the Services under the Contract and whose Curricula
Vitae (CV) was taken in to account in the technical evaluation of the Consultant's proposal.
m) “Local Currency” means the Kenya Shilling.
n) “Non-Key Expert(s)” means an individual professional provided by the Consultant or its Sub-
consultant to perform the Services or any part thereof under the Contract.
o) “Party” means the Procuring Entity or the Consultant, as the case may be, and “Parties” means both.
p) “SCC” means the Special Conditions of Contract by which the GCC may be amended or supplemented
but not over-written.
q) “Services” means the work to be performed by the Consultant pursuant to this Contract, as described
in Appendix A hereto.
r) “Sub-consultants” means an entity to whom/which the Consultant subcontracts any part of the Services
while remaining solely liable for the execution of the Contract.
s) “Third Party” means any person or entity other than the Government, the Procuring Entity, the
Consultant or a Sub-consultant.

2. Relationship between the Parties

2.3 Nothing contained here in shall be construed as establishing a relationship of master and servant or of
principal and agent as between the Procuring Entity and the Consultant. The Consultant, subject to this
Contract, has complete charge of the Experts and Sub-consultants, if any, performing the Services and shall
be fully responsible for the Services performed by the moron their behalf here under.

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.

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4 Language
4.1 This Contract has been executed in the language specified in the SCC, which shall be the binding and
controlling language for all matters relating to the meaning or interpretation of this Contract.
5 Headings
5.1 The headings shall not limit, alter or affect the meaning of this Contract.
6 Communications
6.1 Any communication required or permitted to be given or made pursuant to this Contract shall be in writing in
the language specified in Clause GCC4. Any such notice, request or consent shall be deemed to have been
give nor made when delivered in person to an authorized representative of the Party to whom the
communication is addressed, or when sent to such Party at the address specified in the SCC.
6.2 A party may change its address for notice here under by giving the other Party any communication of such
change to the address specified in the SCC.
7 Location
7.1. The Services shall be performed at such locations as are specified in Appendix A here to and, where the
location of a particular task is not so specified, at such locations, whether in Kenya or elsewhere, as the
Procuring Entity may approve.
8 Authority of Member in Charge
8.1 In case the Consultant is a Joint Venture, the members hereby authorize the member specified in the SCC to
act on their behalf in exercising all the Consultant's rights and obligations towards the Procuring Entity under
this Contract, including without limitation the receiving of instructions and payments from the Procuring
Entity.
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 Procuring Entity or the Consultant may be taken or executed by the officials specified in
the SCC.
10 Corrupt and Fraudulent Practices
10.1 The Governmentrequirescompliancewithitspolicyandlawsinregardtocorruptandfraudulentorprohibited
practices as set forth in its laws and policies.
a. Commissions and Fees
10.2 The Procuring Entity requires the Consultant to disclose any commissions, gratuities or fees that may have
been paid or are to be paid to agents or any other party with respect to the selection process or execution of
the Contract. The information disclosed must include at least the name and address of the agent or the other
party, the amount and currency, and the purpose of the commission, gratuity or fee. Failure to disclose such
commissions, gratuities or fees may result in termination of the Contract by the Procuring Entity and/or
sanctions by the PPRA.
Commencement, Completion, Modification and Termination of Contract.
11 Effectiveness of Contract
11.1 This Contract shall come into force and effect on the date (the “Effective Date”) of the Procuring Entity'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 for Failure to Become Effective
12.1 If this Contract has not become effective within such time period after the date of Contract signature as
specified in the SCC, either Party may, by not less than twenty-two (22) 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.

13 Commencement of Services

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

14.1 Unless terminated earlier pursuant to Clause GCC 19 hereof, this Contract shall expire at the end of such
time period after the Effective Date as specified in the SCC.

15 Entire Agreement

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

16 Modifications or Variations

16.1 Any modification or variation of the terms and conditions of this Contract, including any modification or
variation of the scope of the Services, may only be made by written agreement between the Parties.
However, each Party shall give due consideration to any proposals for modification or variation made by the
other Party.

16.2 In cases of substantial modifications or variations.

17 Force Majeure

a. Definition

17.1 For the purposes of this Contract, “Force Majeure” means an event which is beyond the reasonable control of
a Party, is not foreseeable, is unavoidable, and makes a Party's performance of its obligations here under
impossible or so impractical as reasonably to be considered impossible under the circumstances, and subject
to those requirements, includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion,
storm, flood or other adverse weather conditions, strikes, lockouts or other industrial action confiscation or
any other action by Government agencies.

17.2 Force Majeure shall not include (i) any event which is caused by then negligence or intentional action of a
Party or such Party's Experts, Sub-consultants or agents or employees, nor (ii) any event which a diligent
Party could reasonably have been expected to both take into account at the time of the conclusion of this
Contract and avoid or overcome in the carrying out of its obligations here under.

17.3 Force Majeure shall not include in sufficiency of funds or failure to make any payment required here under.

b. No Breach of Contract

17.4 The failure of a Party to fulfill any of its obligations here under shall not be considered to be a breach of, or
default under, this Contract in so far as such inability arises from an event of Force Majeure, provided that
the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative
measures, all with the objective of carrying out the terms and conditions of this Contract.

c. Measures to be taken

17.5 A party affected by an event of Force Majeure shall continue to perform its obligations under the Contract as
far as is reasonably practical and shall take all reasonable measures to minimize the consequences of any
event of Force Majeure.

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

17.7 Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be
extended for a period equal to the time during which such Party was unable to perform such action as a result
of Force Majeure.

17.8 During the period of their inability to perform the Services as a result of an event of Force Majeure, the
Consultant, upon instructions by the Procuring Entity, shall either:
a demobilize, in which case the Consultant shall be reimbursed for additional costs they reasonably and
necessarily incurred, and, if required by the Procuring Entity, in reactivating the Services; or

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 b Continue with the Services to the extent reasonably possible, in which case the Consultant shall continue
to be paid under the terms of this Contract and be reimbursed for additional costs reasonably and
necessarily incurred.

17.9 In the case of disagreement between the Parties as to the existence or extent of Force Majeure, the matter
shall be settled according to Clauses GCC 47 & 48.

18 Suspension

18.1 The Procuring Entity may, by written notice of suspension to the Consultant, suspend all payments to the
Consultant here under if the Consultant fails to per for many of its obligations under this Contract, including
the carrying out of the Services, provided that such notice of suspension (i) shall specify the nature of the
failure, and (ii) shall request the Consultant to remedy such failure within a period not exceeding thirty (30)
calendar days after receipt by the Consultant of such notice of suspension.

19 Termination

19.1 ThisContractmaybeterminatedbyeitherPartyasperprovisionssetupbelow:

a. By the Procuring Entity

19.1.1 The Procuring Entity 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 Procuring Entity shall give at least thirty
(30) calendar days' written notice of termination to the Consultant in case of the events referred to in (a)
through (d); at least sixty (60) calendar days' written notice in case of the event referred to in (e); and at least
five (5) calendar days' written notice in case of the event referred to in (f):
a If the Consultant fails to remedy a failure in the performance of its obligations here under, as specified
in a notice of suspension pursuant to Clause GCC 18;
b If the Consultant becomes (or, if the Consultant consists of more than one entity, if any of its members
becomes) insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or
take advantage of any law for the benefit of debtors or go into liquidation or receivership whether
compulsory or voluntary;
c If the Consultant fails to comply with any final decision reached as a result of arbitration proceedings
pursuant to Clause GCC 48.1;
d If, as the result of Force Majeure, the Consultant is unable to perform a material portion of the Services
for a period of not less than sixty (60) calendar days;
e If the Procuring Entity, in its sole discretion and for any reason whatsoever, decides to terminate this
Contract;
f If the Consultant fails to confirm availability of Key Experts as required in Clause GCC 13.

19.1.2 Furthermore, if the Procuring Entity determines that the Consultant has engaged in corrupt, fraudulent,
collusive, coercive [or obstructive] practices, in competing for or in executing the Contract, then the
Procuring Entity may, after giving fourteen (14) calendar days written notice to the Consultant, terminate the
Consultant's employment under the Contract.

b. By the Consultant

19.1.3 The Consultant may terminate this Contract, by not less than thirty (30) calendar days' written notice to the
Procuring Entity, in case of the occurrence of any of the events specified in paragraphs (a) through (d) of this
Clause.

a If the Procuring Entity fails to pay any money due to the Consultant pursuant to this Contract and not
subject to dispute pursuant to Clauses GCC 48.1 within forty-five (45) calendar days after receiving written
notice from the Consultant that such payment is overdue.
b If, as the result of Force Majeure, the Consultant is unable to perform a material portion of the Services
for a period of not less than sixty (60) calendar days.
c If the Procuring Entity fails to comply with any final decision reached as a result of arbitration pursuant to
Clause GCC 48.1.
d 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 Consultant may have
subsequently approved in writing) following the receipt by the Procuring Entity of the Consultant's notice
specifying such breach.
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c. Cessation of Rights and Obligations

19.1.4 Upon termination of this Contract pursuant to Clauses GCC 12 or GCC 19 hereof, or upon expiration of
this Contract pursuant to Clause GCC 14, all rights and obligations of the Parties here under shall cease,
except (i) such rights and obligations as may have accrued on the date of termination or expiration, (ii) the
obligation of confidentiality set forth in Clause GCC 22, (iii) the Consultant's obligation to permit
inspection, copying and auditing of their accounts and records set forth in Clause GCC 25, and (iv) any
right which a Party may have under the Applicable Law.

d. Cessation of Services

19.1.5 Upon termination of this Contract by notice of either Party to the other pursuant to Clauses GCC 19a or
GCC 19b, the Consultant shall, immediately upon dispatch or receipt of such notice, take all necessary
steps to bring the Services to a close in a prompt and orderly manner and shall make every reasonable
effort to keep expenditures for this purpose to a minimum. With respect to documents prepared by the
Consultant and equipment and materials furnished by the Procuring Entity, the Consultant shall proceed as
provided, respectively, by Clauses GCC 27 or GCC 28.

e. Payment upon Termination

19.1.6 Upon termination of this Contract, the Procuring Entity shall make the following payments to the Consultant:
a remuneration for Services satisfactorily performed prior to the effective date of termination, and
reimbursable expenditures for expenditures actually incurred prior to the effective date of termination;
and pursuant to Clause 42;
b In the case of termination pursuant to paragraphs (d)and(e) of Clause GCC 19.1.1, reimbursement of
any reasonable cost incidental to the prompt and orderly termination of this Contract, including the cost
of the return travel of the Experts.

C. OBLIGATIONS OF THE CONSULTANT

20 General

a. Standard of 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
sound management practices, and employ appropriate technology and safe and effective equipment,
machinery, materials and methods. The Consultant shall always act, in respect of any matter relating to this
Contract or to the Services, as a faithful adviser to the Procuring Entity, and shall at all times support and
safeguard the Procuring Entity's legitimate interests in any dealings with the third parties.

20.2 The Consultant shall employ and provide such qualified and experienced Experts and Sub-consultants as are
required to carry out the Services.

20.3 The Consultant may subcontract part of the Services to an extent and with such Key Experts and Sub-
consultants as may be approved in advance by the Procuring Entity. Notwithstanding such approval, the
Consultant shall retain full responsibility for the Services.

b. Law Applicable to Services

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

20.5 Throughout the execution of the Contract, the Consultant shall comply with the import of goods and
services prohibitions in Kenya when
a As a matter of law or official regulations, Kenya prohibits commercial relations with that country; or
b by an act of compliance with a decision of the United Nations Security Council taken under Chapter
VII of the Charter of the United Nations,

20.6 The Procuring Entity shall notify the Consultant in writing of relevant local customs, and the Consultant
shall, after such notification, respect such customs.
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21 Conflict of Interests

21.1 The Consultant shall hold the Procuring Entity's interests paramount, without any consideration for future
work, and strictly avoid conflict with other assignments or their own corporate interests.

a. Consultant Not to Benefit from Commissions, Discounts, etc.

21.1.1 The payment of the Consultant pursuant to GCC F (Clauses GCC 41 through 46) shall constitute the
Consultant's only payment in connection with this Contract and, subject to Clause GCC 21.1.3, the
Consultant shall not accept for its own benefit any trade commission, discount or similar payment in
connection with activities pursuant to this Contract or in the discharge of its obligations here under, and the
Consultant shall use its best efforts to ensure that any Sub-consultants, as well as the Experts and agents of
either of them, similarly shall not receive any such additional payment.

21.1.2 Furthermore, if the Consultant, as part of the Services, has the responsibility of advising the Procuring
Entity on the procurement of goods, works or services, shall at all times exercise such responsibility in the
best interest of the Procuring Entity. Any discounts or commissions obtained by the Consultant in the
exercise of such procurementresponsibilityshallbefortheaccountoftheProcuringEntity.

b. Consultant and Affiliates Not to Engage in Certain Activities

21.1.3 The Consultant agrees that, during the term of this Contract and after its termination, the Consultant and
any entity affiliated with the Consultant, as well as any Sub-consultants and any entity affiliated with such
Sub- consultants, shall be disqualified from providing goods, works or non-consulting services resulting
from or directlyrelatedtotheConsultant'sServicesforthepreparationorimplementationoftheproject.

c. Prohibition of Conflicting Activities

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

d. Strict Duty to Disclose Conflicting Activities

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

22 Confidentiality

22.1 Except with the prior written consent of the Procuring Entity, the Consultant and the Experts shall not at any
timecommunicatetoanypersonorentityanyconfidentialinformationacquiredinthecourseoftheServices, nor
shall the Consultant and the Experts make public the recommendations formulated in the course of, or
because of, the Services.
23 Liability of the Consultant

23.1 Subject to additional provisions, if any, set forth in the SCC, the Consultant's liability under this Contract
shall be as determined under the Applicable Law.

24 Insurance to be taken out by the Consultant

24.1 The Consultant (I) shall takeout and maintain and shall cause any Sub-consultants to takeout and maintain, at
its (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 specified in the SCC, and (ii) at the
Procuring Entity's request, shall provide evidence to the Procuring Entity showing that such insurance has
been taken out and maintained and that the current premiums therefore have been paid. The Consultant shall
ensure that such insurance is in place prior to commencing the Services as stated in ClauseGCC13.

25 Accounting, Inspection and Auditing

25.1 The ConsultantshallkeepandshallmakeallreasonableeffortstocauseitsSub-consultantstokeep, accurate and

systematic accounts and records in respect of the Services and in such form and detail as will clearly identify
relevant time changes and costs.
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25.2. The Consultant shall permit and shall cause its Sub-consultants to permit, the PPRA and/or persons
appointed by the PPRA to inspect the Site and /or all accounts and records relating to the performance of the
Contract and the submission of the Proposal to provide the Services, and to have such accounts and records
audited by auditors appointed by the PPRA if requested by the PPRA. The Consultant's attention is drawn to
Clause GCC10which provides, interlaid, that acts intended to materially impede the exercise of the PPRA's
inspection and audit rights provided for under this Clause GCC25.2 constitute a prohibited practice subject to
contract termination (as well as to a determination of in eligibility under the PPRA's prevailing sanctions
procedures.)

26 Reporting Obligations

26.1 The ConsultantshallsubmittotheProcuringEntitythereportsanddocumentsspecifiedinAppendixA, in the form,

in the numbers and within the time periods set forth in the said Appendix.

27 Proprietary Rights of the Procuring Entity in Reports and Records

27.1 Unless otherwise indicated in the SCC, all reports and relevant data and information such as maps, diagrams,
plans, databases, other documents and software, supporting records or material compiled or prepared by the
Consultant for the Procuring Entity in the course of the Services shall be confidential and become and remain
the absolute property of the Procuring Entity. The Consultant 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 Consultant may retain a copy of such documents, data and/or software but shall not
use the same for purposes unrelated to this Contract without prior written approval of the Procuring Entity.

27.2 If license agreements are necessary or appropriate between the Consultant and third parties for purposes of
development of the plans, drawings, specifications, designs, databases, other documents and software, the
Consultant shall obtain the Procuring Entity's prior written approval to such agreements, and the Procuring
Entity shall be entitled at its discretion to require recovering the expenses related to the development of the
program(s) concerned. Other restrictions about the future use of these documents and software, if any, shall
be specified in the SCC.

28 Equipment, Vehicles and Materials

28.1 Equipment, vehicles and materials made available to the Consultant by the Procuring Entity, or purchased by
the Consultant wholly or partly 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
Consultant shall make available to the Procuring Entity an inventory of such equipment, vehicles and
materials and shall dispose of such equipment, vehicles and materials in accordance with the Procuring
Entity's instructions. While in possession of such equipment, vehicles and materials, the Consultant, unless
otherwise instructed by the Procuring Entity in writing, shall insure the mat the expense of the Procuring
Entity in an amount equal to their full replacement value.

28.2 Any equipment or materials brought by the Consultant or its Experts into, as applicable.

D. CONSULTANT'S EXPERTS AND SUB-CONSULTANTS

29 Description of Key Experts

29.1 The title, agreed job description, minimum qualification and time-input estimates to carry out the Services of
each of the Consultant's Key Experts are described in Appendix B.

29.2 If required to comply with the provisions of Clause GCC 20 a, adjustments with respect to the estimated
time- input of Key Experts set forth in Appendix B may be made by the Consultant by a written notice to the
Procuring Entity, provided (i) that such adjustments shall not alter the original time-input estimates for 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 ClauseGCC41.2.

29.3 If additional work is required beyond the scope of the Services specified in Appendix A, the estimated time-
input for the Key Experts may be increased by agreement in writing between the Procuring Entity and the
Consultant. In case where payments under this Contract exceed the ceilings set forth in Clause GCC41.1, the
Parties shall sign a Contract amendment.

30 Replacement of Key Experts

30.1 Except as the Procuring Entity may otherwise agree in writing, no changes shall be made in the Key Experts.
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30.2 Notwithstanding the above, the substitution of Key Experts during Contract execution may be considered
only based on the Consultant's written request and due to circumstances outside the reasonable control of the
Consultant, including but not limited to death or medical in capacity. In such case, the Consultant shall forth
with provide as are placement, a person of equivalent or better qualifications and experience, and at the same
rate of remuneration.

31 Approval of Additional Key Experts

31.1 If during execution of the Contract, additional Key Experts are required to carry out the Services, the
Consultant shall submit to the Procuring Entity for review and approval a copy of their Curricula Vitae
(CVs). If the Procuring Entity does not object in writing (stating the reasons for the objection) within twenty-
two (22) days from the date of receipt of such CVs, such additional Key Experts shall be deemed to have
been approved by the Procuring Entity.

32 Removal of Experts or Sub-consultants

32.1 If the Procuring Entity finds that any of the Experts or Sub-consultant has committed serious misconduct or
has been charged with having committed a criminal action, or shall the Procuring Entity determine that
Consultant's Expert or Sub-consultant has engaged in corrupt, fraudulent, collusive, coercive, or obstructive
practice while performing the Services, the Consultant shall, at the Procuring Entity's written request,
provide a replacement.

32.2 In the event that any of Key Experts, Non-Key Experts or Sub-consultants is found by the Procuring Entity to
be in competent or in capable in discharging assigned duties, the Procuring Entity, specifying the grounds
therefore, may request the Consultant to provide a replacement.

32.3 Any replacement of the removed Experts or Sub-consultants shall possess better qualifications and
experience and shall be acceptable to the Procuring Entity.

33 Replacement/ Removal of Experts–Impact on Payments

33.1 Except as the Procuring Entity may otherwise agree, (i) the Consultant shall bear all additional travel and
other costs arising out of or incidental to any removal and/or replacement, and (ii) the remuneration to be
paid for any of the Experts provided as a replacement shall not exceed the remuneration which would have
been payable to the Experts replaced or removed.

34 Working Hours, Overtime, Leave, etc.

34.1 Working hours and holidays for Experts a reset forth in Appendix B. To account for travel time to/from
Kenya, experts carrying out Services inside Kenya 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, Kenya as is
specified in Appendix B.

34.2 The Experts shall not be entitled to be paid for overtime nor to take paid sick leave or vacation leave except as
specified in Appendix B, and the Consultant's remuneration shall be deemed to cover these items.

34.3 Any taking of leave by Key Experts shall be subject to the prior approval by the Consultant who shall ensure that
absence for leave purposes will not delay the progress and or impact adequate supervision of the Services.

E. Obligations of the Procuring Entity

35 Assistance and Exemptions

35.1 Unless otherwise specified in the SCC, the Procuring Entity shall use its best efforts to:
a Assist the Consultant with obtaining work permits and such other documents as shall be necessary to
enable the Consultant to perform the Services.
b Assist the Consultant with promptly obtaining, for the Experts and, if appropriate, their eligible
dependents, all necessary entry and exit visas, residence permits, exchange permits and any other
documents required for their stay in Kenya while carrying out the Services under the Contract.
c Facilitate prompt clearance through customs of any property required for the Services and of the
personal effects of the Experts and their eligible dependents.
d Issue to officials, agents and representatives of the Government all such instructions and information as
may be necessary or appropriate for the prompt and effective implementation of the Services.
e Assist the Consultant and the Experts and any Sub-consultants employed by the Consultant for the
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 Services with obtaining exemption from any requirement to register or obtain any permit to practice their
profession or to establish themselves either individually or as a corporate entity in Kenya according to
the applicable law in Kenya.
f Assist the Consultant, any Sub-consultantsandtheExpertsofeitherofthemwithobtainingtheprivilege,
pursuant to the applicable law in Kenya, of bringing into Kenya reasonable amounts of foreign currency
for the purposes of the services or for the personal use of the Experts and of withdrawing any such
amounts as may be earned there in by the Experts in the execution of the Services.
g Provide to the Consultant any such other assistance as may be specified in the SCC.

36 Access to Project Site

36.1 The Procuring Entity warrants that the Consultant shall have, free of charge, unimpeded access to the project
site in respect of which access is required for the performance of the Services. The Procuring Entity will be
responsible for any damage to the project site or any property thereon resulting from such access and will
indemnify the Consultant and each of the experts in respect of liability for any such damage, unless such
damage iscausedbythewillfuldefaultornegligenceoftheConsultantoranySub-consultantsortheExpertsofeitherof
them.

37 Change in the Applicable Law Related to Taxes and Duties

37.1 If, after the date of this Contract, there is any change in the applicable law in Kenya with respect to taxes and
duties which increases or decreases the cost incurred by the Consultant in performing the Services, then the
remuneration and reimbursable expenses otherwise payable to the Consultant under this Contract shall be
increased or decreased accordingly by agreement between the Parties hereto, and corresponding adjustments
shall be made to the ceiling amounts specified in Clause GCC41.1

38 Services, Facilities and Property of the Procuring Entity

38.1 The Procuring Entity shall make available to the Consultant and the Experts, for the purposes of the Services
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 Appendix A.

38.2 In case that such services, facilities and property shall not be made available to the Consultant as and when
specified in Appendix A, the Parties shall agree on (i) any time extension that it may be appropriate to grant
to the Consultant for the performance of the Services,(ii) the manner in which the Consultant shall procure
any such services, facilities and property from other sources, and (iii) the additional payments, if any, to be
made to the Consultant as a result there of pursuant to Clause GCC 41.3.

39 Counterpart Personnel

39.1 The Procuring Entity shall make available to the Consultant free of charge such professional and support
counterpart personnel, to be nominated by the Procuring Entity with the Consultant's advice, if specified in
Appendix A.

39.2 If counterpart personnel are not provided by the Procuring Entity to the Consultant as and when specified in
Appendix A, the Procuring Entity and the Consultants hall 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
Consultant as a result there of pursuant to Clause GCC 41.3.

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

40 Payment Obligation

40.1 In consideration of the Services performed by the Consultant under this Contract, the Procuring Entity shall
make such payments to the Consultant and in such manner as is provided by GCCF below.

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E. PAYMENTS TO THE CONSULTANT

41 Ceiling Amount

41.1 An estimate of the cost of the Services is set forth in Appendix C (Remuneration) and Appendix D
([Reimbursable expenses]).

41.2 Payments under this Contract shall not exceed the ceilings in foreign currency and in local currency specified
in the SCC.

41.3 For any payments in excess of the ceilings specified in GCC 41.2, an amendment to the Contract shall be
signed by the Parties referring to the provision of this Contract that evokes such amendment.

42 Remuneration and Reimbursable Expenses

42.1 The Procuring Entity shall pay to the Consultant

(i)remuneration that shall be determined on the basis of time actually spent by each Expert in the
performance of the Services after the date of commencing of Services or such other date as the Parties shall
agree in writing; and

(ii) reimbursable expenses that are actually and reasonably incurred by the Consultant in the performance of
the Services.

42.2 All payments shall be at the rates set forth in Appendix C and Appendix D.

42.3 Unless the SCC provides for the price adjustment of the remuneration rates, said remuneration shall be fixed
for the duration of the Contract.

42.4 The remuneration rates shall cover:

(i)such salaries and allowances as the Consultant shall have agreed to pay to the Experts as well as factors for
social charges and overheads (bonuses or other means of profit-sharing shall not be allowed as an element of
overheads),

(ii) the cost of backstopping by home office staff not included in the Experts ‘list in Appendix B,

(iii) the Consultant's profit, and

(iv) any other items as specified n the S CC.

42.5 Any rates specified for Experts not yet appointed shall be provisional and shall be subject to revision, with
the written approval of the Procuring Entity, once the applicable remuneration rates and allowances are
known.

43 Taxes and Duties

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

44 Currency of Payment

44.1 Any payment under this Contract shall be made in the currency or currencies specified in the SCC.

45 Mode of Billing and Payment

45.1 Billing and payments in respect of the Services shall be made as follows:
a Advance payment. Within the number of days after the Effective Date, the Procuring Entity shall pay to
the Consultant an advance payment as specified in the SCC. Unless otherwise indicated in the SCC, an
advance payment shall be made against an advance payment bank guarantee acceptable to the Procuring
Entity in an amount (or amounts) and in a currency (or currencies) specified in the SCC. Such guarantee
(i) is to remain effective until the advance payment has been fully set off, and (ii) is to be in the form set
forth in Appendix E. The advance payments will be set off by the Procuring Entity in equal installments
against the statements for the number of months of the Services specified in the SCC until said advance
89
 payments have been fully setoff.
b The Itemized Invoices. As soon as practicable and not later than fifteen (15) days after the end of each
calendar month during the period of the Services, or after the end of each time interval otherwise
indicated in the SCC, the Consultant shall submit to the Procuring Entity, in duplicate, itemized invoices,
accompanied by the receipts or other appropriate supporting documents, of the amounts payable pursuant
to Clauses GCC 44 and GCC 45 for such interval, or any other period indicated in the SCC. Separate
invoices hall be submitted for expenses incurred in foreign currency and in local currency. Each invoice
shall show remuneration and reimbursable expenses separately.
c The Procuring Entity shall pay the Consultant's invoices within sixty (60) days after the receipt by the
Procuring Entity of such itemized invoices with supporting documents. Only such portion of an invoice
that is not satisfactorily supported may be withheld from payment. Should any discrepancy be found to
exist between actual payment and costs authorized to be incurred by the Consultant, the Procuring
Entity may add or subtract he difference from any subsequent payments.
d The Final Payment: The final payment under this Clause shall be made only after the final report and a
final invoice, identified as such, shall have been submitted by the Consultant 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 invoice shall be deemed approved by the Procuring Entity
as satisfactory ninety (90) calendar days after receipt of the final report and final invoice by the
Procuring Entity unless the Procuring Entity, within such ninety (90) calendar day period, gives written
notice to the Consultant specifying in detail deficiencies in the Services, the final report or final invoice.
The Consultant shall thereupon promptly make any necessary corrections, and thereafter the foregoing
process shall be repeated. Any amount that the Procuring Entity has paid or has caused to be paid in
accordance with this Clause in excess of the amounts payable in accordance with the provisions of this
Contract shall be reimbursed by the Consultant to the Procuring Entity within thirty (30) days after
receipt by the Consultant of notice thereof. Any such claim by the Procuring Entity for reimbursement
must be made within twelve (12) Calendar month s after receipt t by the Procuring Entity of a final report
and a final invoice approved by the Procuring Entity in accordance with the above.
e All payments under this Contract shall be made to the accounts of the Consultant specified in the SCC.
f With the exception of the final payment under (d) above, payments do not constitute acceptance of the
Services nor relieve the Consultant of any obligations here under.

46 Interest on Delayed Payments

46.1 If the Procuring Entity had delayed payments beyond thirty (30) days after the due date stated in Clause GCC
45.1(c), interest shall be paid to the Consultant on any amount due by, not paid on, such due date for each
day of delay at the annual rate stated in the SCC.

G. Fairness and Good Faith

47 Good Faith

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

H. Settlement of Disputes

48 Amicable Settlement

48.1 ThePartiesshallseektoresolveanydisputeamicablybymutualconsultation.

48.2 If either Party objects to any action or inaction of the other Party, the objecting Party may file a written
Notice of Dispute to the other Party providing in detail the basis of the dispute. The Party receiving the
Notice of Dispute will considerate and responds in writing within fourteen (14) days after receipt. If that
Party fails to respond within fourteen (14) days, or the dispute cannot be amicably settled within fourteen
(14) days following the response of that Party, Clause GCC 49.1 shall apply.

49 Dispute Resolution

49.1 Any dispute between the Parties arising under or related to this Contract that cannot be settled amicably may
be referredtobyeitherPartytotheadjudication/arbitrationinaccordancewiththeprovisionsinthe SCC.

90
SECTION 8: SPECIAL CONDITIONS OF CONTRACT

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

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

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

4.1 The language is English

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

Procuring Entity:
Attention:
Facsimile:
E-mail:

Consultant:
Attention:
Facsimile:
E-mail:

8.1 [Note: If the Consultant consists only of one entity, state “Not Applicable”;

OR

If the Consultant is a Joint Venture consisting of more than one entity, the name of the JV member
whose address is specified in Clause SCC6.1 should be inserted here.]

The Lead Member on behalf of the JV is ______ [insert name of the member]

9.1 The Authorized Representatives are:

For the Procuring Entity: [name, title]

For the Consultant: [name, title]

11.1 The effectiveness conditions are the following: [insert “Not Applicable” or list the conditions]

12.1 Termination of Contract for Failure to Become Effective:

The period shall be __________ [insert period, e.g.: four months].

13.1 Commencement of Services:

The number of days shall be_________________ [e.g.: ten].

Confirmation of Key Experts’ availability to start the Assignment shall be submitted to the Procuring
Entity in writing as a written statement signed by each Key Expert.

14.1 Expiration of Contract:

The period shall be ___________ [insert time period, e.g.: twelve months].

23.1 No additional provisions.

[OR:

The following limitation of the Consultant’s Liability towards the Procuring Entity can be subject to
91
Number of Amendments of, and Supplements to, Clauses in the General Conditions of Contract
GC Clause

the Contract’s negotiations:

“Limitation of the Consultant’s Liability towards the Procuring Entity:

(a) Except in the case of gross negligence or willful misconduct on the part of the Consultant or
on the part of any person or a firm acting on behalf of the Consultant in carrying out the Services, the
Consultant, with respect to damage caused by the Consultant to the Procuring Entity’s 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 [insert a multiplier, e.g.: one, two, three]
times the total value of the Contract;

(b) This limitation of liability shall not

(i) affect the Consultant’s liability, if any, for damage to Third Parties caused by the Consultant or any
person or firm acting on behalf of the Consultant in carrying out the Services;
(ii) be construed as providing the Consultant with any limitation or exclusion from liability which is
prohibited by the Applicable Law.

24.1 The insurance coverage against the risks shall be as follows:

[Note: Delete what is not applicable except (a)].

(a) Professional liability insurance, with a minimum coverage of ______________________ [insert

amount and currency which should be not less than the total ceiling amount of the Contract];

(b) Third Party motor vehicle liability insurance in respect of motor vehicles operated in the
Procuring Entity’s country by the Consultant or its Experts or Sub-consultants, with a minimum
coverage of in accordance with the applicable law in Kenya

(c) Third Party liability insurance, with a minimum coverage of in accordance with the applicable
law in the Procuring Entity’s country.

(d) employer’s liability and workers’ compensation insurance in respect of the experts and Sub-
consultants in accordance with the relevant provisions of the applicable law in the Procuring Entity’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 or in part with funds
provided under this Contract, (ii) the Consultant’s property used in the performance of the Services,
and (iii) any documents prepared by the Consultant in the performance of the Services.

27.1 [If applicable, insert any exceptions to proprietary rights provision__________]

27.2 [If there is to be no restriction on the future use of these documents by either Party, this Clause SCC
27.2 should be indicated “Not Applicable”. 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 Consultant shall not use these [insert what applies…… documents and software………. ] for
purposes unrelated to this Contract without the prior written approval of the Procuring Entity.]

OR

[The Procuring Entity shall not use these [insert what applies……. documents and software………..]
for purposes unrelated to this Contract without the prior written approval of the Consultant.]
OR
[Neither Party shall use these [insert what applies……. documents and software………..] for purposes
unrelated to this Contract without the prior written approval of the other Party.]

35.1 [List here any changes or additions to Clause GCC 35.1. If there are no such changes or additions,
(a) through indicate “Not Applicable”]
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Number of Amendments of, and Supplements to, Clauses in the General Conditions of Contract
GC Clause

(f)

35.1(g) [List here any other assistance to be provided by the Procuring Entity. If there is no such other
assistance, indicate “Not Applicable” for this Clause SCC 35.1(g).]

41.2 The ceiling in foreign currency is: ____________________ [insert amount and currency] [indicate:
inclusive or exclusive] of local indirect taxes.

The ceiling in local currency is: ___________________ [insert amount and currency] [indicate:
inclusive or exclusive] of local indirect taxes.

Any local taxes chargeable in respect of this Contract for the Services provided by the Consultant
shall [insert as appropriate: “be paid” or “reimbursed”] by the Procuring Entity [insert as
appropriate: “for” or “to”] the Consultant.

The amount of such taxes is ____________________ [insert the amount as finalized at the
Contract’s negotiations on the basis of the amounts provided by the Consultant in Form FIN-2 of the
Consultant’s Financial Proposal.]

42.3 Price adjustment on the remuneration …………….. [insert “applies” or “does not apply”]
If the price adjustment applies, indicate the formula and procedure to be used for the adjustments.

42.4(iv) The other remuneration items are: ________________________

43.1 [The Procuring Entity shall decide whether the Consultant (i) should be exempted from local tax, or
(ii) should be reimbursed by the Procuring Entity for any such tax they might have to pay (or that the
Procuring Entity would pay such tax on behalf of the Consultant]
The Procuring Entity warrants that [choose one applicable option consistent with the ITC 16.3 and
the outcome of the Contract’s negotiations (Form FIN-2, part B “Local Taxes”):
If ITC 16.3 indicates a tax exemption status, include the following: “the Consultant, the Sub-
consultants and the Experts shall be exempt from”
OR
If ITC16.3 does not indicate the exemption and, depending on whether the Procuring Entity shall pay
the withholding tax or the Consultant has to pay, include the following:
“the Procuring Entity shall pay on behalf of the Consultant, the Sub-consultants and the Experts,” OR
“the Procuring Entity shall reimburse the Consultant, the Sub-consultants and the Experts”]
Any taxes, duties, fees, levies and other impositions imposed, under the Applicable Law in Kenya, on
the Consultant, the Sub-consultants and the Experts

44.1 The currency or currencies of payment shall be the following: [list currency(ies) which should be the
same as in the Financial Proposal, Form FIN-2]

45.1(a) [The advance payment could be in either the foreign currency, or the local currency, or both; select
the correct wording in the Clause here below. The advance bank payment guarantee should be in the
same currency(ies)]

The following provisions shall apply to the advance payment and the advance bank payment
guarantee:

(1) An advance payment [of [insert amount] in foreign currency] [and of [insert amount] in local
currency] shall be made within [insert number] days after the Effective Date. The advance payment
will be set off by the Procuring Entity in equal installments against the statements for the first [insert
number] months of the Services until the advance payment has been fully set off.

(2) The advance bank payment guarantee shall be in the amount and in the currency of the currency
(ies) of the advance payment.

45.1(b) [Indicate “Not Applicable” for this Clause SCC 45.1(b) if the Consultant shall have to submit its
itemized statements monthly. Otherwise, the following text can be used to indicate the required

93
Number of Amendments of, and Supplements to, Clauses in the General Conditions of Contract
GC Clause

intervals:

The Consultant shall submit to the Procuring Entity itemized statements at time intervals of
_________ [e.g. “every quarter”, “every six months”, “every two weeks”, etc.].

45.1(e) The accounts are:

for foreign currency: [insert account].

for local currency: [insert account].

46.1 The interest rate is: [insert rate].

49 Disputes shall be settled by arbitration by the Nairobi Centre for International Arbitrations.

94
SECTION 9: APPENDICES

Appendix A – Terms of Reference

[This Appendix shall include the final Terms of Reference (TORs) worked out by the Procuring Entity and the
Consultant during the negotiations; dates for completion of various tasks; location of performance for different
tasks; detailed reporting requirements; Procuring Entity's input, including counterpart personnel assigned by the
Procuring Entity to work on the Consultant' steam; specific tasks that require prior approval by the Procuring
Entity.

Insert the text based on the Section 5 (Terms of Reference) of the ITC in the RFP and modified based on the Forms
TECH-1 through TECH-5 in the Consultant's Proposal. Highlight the changes to Section 5 of the RFP]

If the Services consist of or include the supervision of civil works, the following action that require prior approval
of the Procuring Entity shall be added to the Reporting Requirements” section of the TORs: Taking any action
under a civil works contract designating the Consultant as Engineer”, for which action, pursuant to such civil
works contract, the written approval of the Procuring Entity is required.

Appendix B - Key Experts

[Insert a table based on Form TECH-6 of the Consultant's Technical Proposal and finalized at the Contract's
negotiations. Attach the CVs (updated and signed by the respective Key Experts) demonstrating the qualifications
of Key Experts.]
[Specify Hours of Work for Key Experts: List here the hours of work for Key Experts; travel time to/ from Kenya;
entitlement, if any, to leave pay; public holidays in Kenya that may affect Consultant's work; etc. Make sure there
is consistencywithFormTECH-6. In particular: one month equals twenty-two (22) working (billable) days. One
working (billable) day shall be not less than eight (8) working (billable) hours.]

Appendix C – Remuneration Cost Estimates

1. Monthly rates for the Experts:

[Insert the table with the remuneration rates. The table shall be based on [Form FIN-3] of the Consultant's
Proposal and reflect any changes agreed at the Contract negotiations, if any. The footnote shall list such
changes made to [Form FIN-3] at the negotiations or state that none has been made.]

2. [When the Consultant has been selected under Quality-Based Selection method, or the Procuring Entity has
requested the Consultant to clarify the breakdown of very high remuneration rates at the Contract's
negotiations also add the following:

“The agreed remuneration rates shall be stated in the attached Form: Breakdown of Agreed Fixed Rates in
Consultant's Contract. This form shall be prepared on the basis of Appendix A to Form FIN-3 of the RFP
“Consultants' Representations regarding Costs and Charges” submitted by the Consultant to the Procuring
Entity prior to the Contract's negotiations.

Should these representations be found by the Procuring Entity (either through inspections or audits pursuant
to Clause GCC 25.2 or through other means) to be materially in complete or in accurate, the Procuring Entity
shall be entitled to introduce appropriate modifications in the remuneration rates affected by such materially
in complete 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 been titled 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 with in 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 GCC45. 1(d) of this Contract.”

95
 BREAKDOWN OFAGREED FIXED RATES IN CONSULTANT'S CONTRACT
7
8

We hereby confirm that we have agreed to pay to the Experts listed, who will be involved in performing the Services, the basic fees and away from the home office
allowances (if applicable) indicated below:

(Expressed in [insert name of currency]) *

Experts 1 2 3 4 5 6 7 8
Basic
Agreed Fixed
Remuneration Away from
Social Rate per Agreed Fixed Rate per
rate per Overhe Home
Name Position Charge Subtotal Profit2 Working Working
Working ad1 Office
s1 Month/Day/Hou Month/Day/Hour1
Month/Day/Ye Allowance
r
ar

Home Office

Work in Kenya

Expressed as percentage of 1
1 Expressed as percentage of 4
* If more than one currency, add a table

Signature Date

Name and Title:

APPENDIX D: REIMBURSABLE EXPENSES COST ESTIMATES

1. {Insert the table with the Reimbursable Expenses rates. The table shall be based on [Form FIN-4] of the
Consultant's Proposal and reflect any changes agreed at the Contract negotiations, if any. The foot note shall list
such changes made to [FormFIN-4] at the negotiations or state that none has been made.]

2. All reimbursable expenses shall be reimbursed at actual cost, unless otherwise explicitly provided in this
Appendix, and in no event shall reimbursement be made in excess of the Contract amount.

88
APPENDIX E: FORM OFADVANCE PAYMENTS GUARANTEE

[Note: See Clause GCC 41.2 and

SCC41.2] Bank Guarantee for Advance

Payment
[Bank's Name and Address of Issuing Branch or Office]
Beneficiary: [Name and Address of Procuring
Entity] Date:

ADVANCE PAYMENT GUARANTEE No.

We have been informed that [name of Consultant or a name of the Joint Venture, same as appears on
the signed Contract] (herein after called" the Consultant") has entered into Contract No.
[Reference number of the contract] dated with you,
for the provision of [brief description of Services] (hereinafter called" the Contract").

Furthermore, we understand that, according to the conditions of the Contract, an advance payment in the sum of
[Amount in figures] () [amount in words] is to be made against an advance payment guarantee.

At the request of the Consultant, we [name of bank] hereby irrevocably undertake to pay you
1
any sum or sums not exceeding in total an amount of [amount in figures] () [amount in words] upon
receipt by us of your first demand in writing accompanied by a written statement stating that the Consultant are in
breach of their obligation under the Contract because the Consultant have used the advance payment for purposes
other than toward providing the Services under the Contract.
Itisaconditionforanyclaimandpaymentunderthisguaranteetobemadethattheadvancepaymentreferredto above must
have been received by the Consultant on their account number at [name
and address of bank].

The maximum amount of this guarantee shall be progressively reduced by the amount of the advance payment
repaid by the Consultant as indicated in copies of certified monthly statements which shall be presented to us. This
guarantee shall expire, at the latest, upon our receipt of the monthly payment certificate indicating that the
Consultant has made 2
full repayment of the amount of the advance payment, or on the day of , 2 , whichever is earlier.
Consequently, any demand for payment under this guarantee must be received by us at this office o n or before that

date. This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No.758.

[Signature (s)]

Note: All italicized text is for indicative purposes only to assist in preparing this form and shall be deleted from the
final product.

1
The Guarantor shall insert an amount representing the amount of the advance payment and denominated either in the currency (ies) of the advance payment as
Specified in the Contract, or in a freely convertible currency acceptable to the Procuring Entity.
2
Insert the expected expiration dates. In the event of an extension of the time for completion of the Contract, the Procuring Entity would need to request an
extension of this guarantee from the Guarantor. Such request must be in writing and must be made prior to the expiration date established in the guarantee. In
preparing this guarantee, the procuring Entity might consider adding the following text to the form, at the end of the penultimate paragraph: “The Guarantor
agrees to a one-time extension of this guarantee for a period not to exceed [six months] [one year], in response to the Procuring Entity's written request for such
extension, such request to be presented to the Guarantor before the expiry of the guarantee.”
89
SECTION 10. NOTIFICATION FORMS

1. NOTIFICATION OF INTENTION TO AWARD

Procuring Entity: [insert the name of the Entity]

Contract title: [insert the name of the
contract] RFP No: [insert RF Preference number]

This Notification of Intention to Award (Notification) notifies you of our decision to award the above contract. The
transmission of this Notification begins the Standstill Period. During the Standstill Period you may:

a) Request a debriefing in relation to the evaluation of your Proposal, and/or

b) Submit a Procurement-relatedComplaintinrelationtothedecisiontoawardthecontract.

The successful Consultant

Name: [insert name of successful Consultant]

Address: [insert address of the successful Consultant]
Contract price: [insert contract price of the successful Consultant]

90
i) Short listed Consultants

[INSTRUCTIONS: insert names of allshort-listedConsultantsandindicatewhichConsultantssubmittedProposals.

Where the selection method requires it, state the price offered by each Consultant as readout, and as evaluated.
Include overalltechnicalscoresandscoresassignedforeachcriterionandsub-criterion.]

Submitted Overall technical score Financial Evaluated Combined

Proposal Proposal Financial Score and
Price Proposal Price ranking (if
(If applicable) applicable)
[insert [yes/no] Criterion (i): [insert score] [Proposa [evaluated Combined
name] Criterion (ii): [insert score] l price] price] Score:
Criterion (iii): [insert score] [combined
Sub-criterion a: score]
1: [insert score] Ranking:
2: [insert score] [ranking]
3: [insert score]
Sub-criterion b:
1: [insert score]
2: [insert score]
3: [insert score]
Sub-criterion c:
………etc.
Criterion (iv): [insert score]
Criterion (v): [insert score]
Total score: [insert score]
[insert [yes/no] Criterion (i): [insert score] [Proposa [evaluated Combined
name] Criterion (ii): [insert score] l price] price] Score:
Criterion (iii): [insert score] [combined
Sub-criterion a: score]
1: [insert score] Ranking:
2: [insert score] [ranking]
3: [insert score]
Sub-criterion b:
1: [insert score]
2: [insert score]
3: [insert score]
Sub-criterion c:
……..etc.
Criterion (iv): [insert score]
Criterion (v): [insert score]
Total score: [insert score]
[insert [yes/no] Criterion (i): [insert score] [Proposa [evaluated Combined
name] Criterion (ii): [insert score] l price] price] Score:
Criterion (iii): [insert score] [combined
Sub-criterion a: score]
1: [insert score] Ranking:
2: [insert score] [ranking]
3: [insert score]
Sub-criterion b:
1: [insert score]
2: [insert score]
3: [insert score]
Sub-criterion c:
……etc.
Criterion (iv): [insert score]
Criterion (v): [insert score]
Total score: [insert score]
[insert ….. …. …. …. …..
name]

91
(ii) Reason/s why your Proposal was unsuccessful [Delete if the combined score already reveals the reason].

[INSTRUCTIONS; State the reason/s why this Consultant’s Proposal was unsuccessful. Do NOT include: (a) a point by
point comparison with another Consultant’s Proposal or (b) information that is marked confidential by the Consultant
in its Proposal.]

iii) How to request a debriefing [This applies only if your proposal was unsuccessful as stated under
point (3) above].
DEADLINE: The deadline to request a debriefing expires at midnight on [insert date] (local time).
You may request a debriefing in relation to the results of the evaluation of your Proposal. If you decide to request a
debriefing your written request must be made within five (5) Business Days of receipt of this Notification of Intention
to Award.

Provide the contract name, reference number, name of the Consultant, contact details; and address the request for
debriefing as follows:
Attention: [insert full name of person, if applicable]
Title/position: [insert title/position]
Agency: [insert name of Procuring Entity]
Email address: [insert email address]
Fax number: [insert fax number] delete if not used

If your request for a debriefing is received within the 5 Business Days deadline, we will provide the debriefing within
five (5) Business Days of receipt of your request. If we are unable to provide the debriefing within this period, the
Standstill Period shall be extended by five (5) Business Days after the date that the debriefing is provided. If this
happens, we will notify you and confirm the date that the extended Standstill Period will end.
The debriefing may be in writing, by phone, video conference call or in person. We shall promptly advise you in
writing how the debriefing will take place and confirm the date and time.
If the deadline to request a debriefing has expired, you may still request a debriefing. In this case, we will provide the
debriefing as soon as practicable, and normally no later than fourteen (14) Business Days from the date of publication
of the Contract Award Notice.

(iv) How to Make a Complaint

DEADLINE: The deadline for submitting a Procurement-related Complaint challenging the decision to award the
contract expires on midnight, [insert date] (local time).
Provide the contract name, reference number, name of the Consultant, contact details; and address the Procurement-
related Complaint as follows:
Attention: [insert full name of person, if applicable]
Title/position: [insert title/position]
Agency: [insert name of Procuring Entity]
Email address: [insert email address]
Fax number: [insert fax number] delete if not used
[At this point in the procurement process] [Upon receipt of this notification] you may submit a Procurement-related
Complaint challenging the decision to award the contract. You do not need to have requested, or received, a debriefing
before making this complaint. Your complaint must be submitted within the Standstill Period and received by us before
the Standstill Period ends.
In summary, there are four essential requirements:
You must be an ‘interested party’. In this case, that means a Consultant who has submitted a Proposal in this selection
process and is the recipient of a Notification of Intention to Award.
The complaint can only challenge the decision to award the contract.
You must submit the complaint within the deadline stated above.
You must include, in your complaint, all of the information required by the Procuring Entity.

(v) Standstill Period

DEADLINE: The Standstill Period is due to end at midnight on [insert date] (local time).
The Standstill Period lasts ---- (specify the number of business days as per Data Sheet 30.1) Business Days as specified

92
in the Data Sheet after the date of transmission of this Notification of Intention to Award.
The Standstill Period may be extended. This may happen where we are unable to provide a debriefing within the five
(5) Business Day deadline. If this happens, we will notify you of the extension.

If you have any questions regarding this Notification, please do not hesitate to contact us.
On behalf of [insert the name of the Procuring Entity]:
Signature:
Name:
Title/position:
Telephone:
Email:

93
 2. REQUEST FOR REVIEW

FORM FOR REVIEW(r.203(1))

PUBLIC PROCUREMENT ADMINISTRATIVE REVIEW BOARD

APPLICATION NO…………….OF……….….20……...

BETWEEN

…………………………...……………………………….APPLICANT

AND

…………………………………RESPONDENT (Procuring Entity)

Request for review of the decision of the…………… (Name of the Procuring Entity of ……………dated the…day of
………….20……….in the matter of Tender No………..…of …………..20….. for .........(Tender description).

REQUEST FOR REVIEW

I/We……………………………,the above named Applicant(s), of address: Physical address…………….P. O. Box

No…………. Tel. No……..Email ……………, hereby request the Public Procurement Administrative Review Board to review
the whole/part of the above mentioned decision on the following grounds , namely:
1.
2.
By this memorandum, the Applicant requests the Board for an order/orders that:
1.
2.
SIGNED ……………….(Applicant) Dated on…………….day of ……………/…20……
___________________________________________________________________________
FOR OFFICIAL USE ONLY Lodged with the Secretary Public Procurement Administrative Review Board on…………day of
………....20….………
SIGNED
Board Secretary

94
3. LETTER OF AWARD

[use letterhead paper of the Procuring Entity] [date]______To: ________ [name and address of the winning

Consultant] Subject: Notification of Award Contract No...........

This is to notify you that your Proposal dated [insert date] for consulting services for [name
of the assignment] as negotiated with you on for the contract amount of
[Insert amount in numbers and words and name of currency] is here by accepted by our
agency.

You are requested to:(i) sign and return the draft negotiated Contract attached here with within eight (8) Business
Days from the date of receipt of this notification; and (ii) furnish the additional information on beneficial ownership
in accordance with the Data Sheet of ITC 32.1 within eight (8) days using the Beneficial Ownership Disclosure
Form, included in Section 7 of the Request of Proposals.

Authorized Signature:

Name and Title of Signatory:

Name of Agency:

Attachment: Draft Negotiated Contract

95
 4. BENEFICIAL OWNERSHIP DISCLOSURE FORM
(Amended and issued pursuant to PPRA CIRCULAR No. 02/2022)

INSTRUCTIONS TO TENDERERS: DELETE THIS BOX ONCE YOU HAVE COMPLETED THE FORM

This Beneficial Ownership Disclosure Form (“Form”) is to be completed by the successful tenderer pursuant to
Regulation 13 (2A) and 13 (6) of the Companies (Beneficial Ownership Information) Regulations, 2020. In case of
joint venture, the tenderer must submit a separate Form for each member. The beneficial ownership information to be
submitted in this Form shall be current as of the date of its submission.

For the purposes of this Form, a Beneficial Owner of a Tenderer is any natural person who ultimately owns or
controls the legal person (tenderer) or arrangements or a natural person on whose behalf a transaction is conducted,
and includes those persons who exercise ultimate effective control over a legal person (Tenderer) or arrangement.

Tender Reference No.: [insert identification

no] Name of the Tender Title/Description: [insert name of the
assignment] to: [insert complete name of Procuring Entity]

In response to the requirement in your notification of award dated [insert date of notification of award] to furnish
additional information on beneficial ownership: [select one option as applicable and delete the
options that are not applicable]

I) We here by provide the following beneficial ownership information.

Details of beneficial ownership

Details of all Beneficial Owners % of shares % of voting Whether a person Whether a
a person rights a person directly or indirectly person directly
holds in the holds in the holds a right to or indirectly
company company appoint or remove a exercises
Directly or member of the board significant
indirectly of directors of the influence or
company or an control over the
equivalent governing Company
body of the Tenderer (tenderer)
(Yes / No) (Yes / No)
Full Name Directly------ Directly……… 1. Having the right 1. Exercises
----- % …….% of voting to appoint a significant
National identity majority of the influence or
of shares rights
card number or board of the control over
1. Passport number directors or an the Company
Indirectly--------- equivalent body of the
Personal -% of voting
Identification Indirectly---- governing body of Company
------ % rights the Tenderer: Yes (tenderer)
Number (where
applicable) of shares -----No----
2. Is this right held Yes -----
Nationality directly or No----
indirectly?:
Date of birth
2. Is this
[dd/mm/yyyy]
Direct………… influence or
Postal address ……… control
exercised
Residential address Indirect………… directly or
Telephone number ……... indirectly?

Email address Direct………

Occupation or …..
profession

Indirect………
…

96
 Details of all Beneficial Owners % of shares % of voting Whether a person Whether a
a person rights a person directly or indirectly person directly
holds in the holds in the holds a right to or indirectly
company company appoint or remove a exercises
Directly or member of the board significant
indirectly of directors of the influence or
company or an control over the
equivalent governing Company
body of the Tenderer (tenderer)
(Yes / No) (Yes / No)
2. Full Name Directly------ Directly……… 1. Having the right 1. Exercises
----- % …….% of voting to appoint a significant
National identity majority of the influence or
of shares rights
card number or board of the control over
Passport number directors or an the Company
Indirectly--------- equivalent body of the
Personal -% of voting
Identification Indirectly---- governing body of Company
------ % rights the Tenderer: Yes (tenderer)
Number (where
applicable) of shares -----No---- Yes -----
2. Is this right held No----
Nationality(ies) directly or
indirectly?: 2. Is this
Date of birth
influence or
[dd/mm/yyyy]
Direct………… control
Postal address ……… exercised
directly or
Residential address Indirect………… indirectly?
Telephone number ……...
Direct………
Email address …..
Occupation or
profession
Indirect………
…

3.

e.t

II) Am fully aware that beneficial ownership information above shall be reported to the Public Procurement
Regulatory Authority together with other details in relation to contract awards and shall be maintained in the
Government Portal, published and made publicly available pursuant to Regulation 13(5) of the Companies
(Beneficial Ownership Information) Regulations, 2020.(Notwithstanding this paragraph Personally Identifiable
Information in line with the Data Protection Act shall not be published or made public). Note that Personally
Identifiable Information (PII) is defined as any information that can be used to distinguish one person from
another and can be used to deanonymize previously anonymous data. This information includes National identity
card number or Passport number, Personal Identification Number, Date of birth, Residential address, email address and
Telephone number.

III) In determining who meets the threshold of who a beneficial owner is, the Tenderer must consider a natural person
who in relation to the company:

(a) holds at least ten percent of the issued shares in the company either directly or indirectly;

(b) exercises at least ten percent of the voting rights in the company either directly or indirectly;

(c) holds a right, directly or indirectly, to appoint or remove a director of the company; or

(d) exercises significant influence or control, directly or indirectly, over the company.

97
 IV) What is stated to herein above is true to the best of my knowledge, information and belief.

Name of the Tenderer: .......................*[insert complete name of the Tenderer]

Name of the person duly authorized to sign the Tender on behalf of the Tenderer: ** [insert complete name of

person duly authorized to sign the Tender]

Designation of the person signing the Tender: ....................... [insert complete title of the person signing the

Tender]

Signature of the person named above: ....................... [insert signature of person whose name and capacity are

shown above]

Date this ....................... [insert date of signing] day of....................... [Insert month], [insert year]

Bidder Official Stamp

mmmmm

Request for Proposal Reference No.: [insert identification

no] Name of the Assignment: [insert name of the assignment] to:
[insert complete name of Procuring Entity]

In response to your notification of award dated [insert date of notification of award] to furnish
additional information on beneficial ownership: [select one option as applicable and delete the
options that are not applicable]

V) We here by provide the following beneficial ownership information.

Details of beneficial ownership

Identity of Beneficial Directly or Directly or indirectly Directly or indirectly having the right
Owner indirectly holding holding 25 % or more of to appoint a majority of the board of
25% or more of the the Voting Rights the directors or an equivalent
shares (Yes / No) governing body of the Consultant
(Yes / No) (Yes / No)

[include full name

(last, middle, first),
nationality, country of
residence]

OR

ii) We declare that there is no Beneficial Owner meeting one or more of the following conditions: directly or
indirectly holding 25% or more of the shares. Directly or indirectly holding 25% or more of the voting
rights. Directly or indirectly having the right to appoint a majority of the board of directors or equivalent
98
 governing body of the Consultant.

OR

iii) We declare that we are unable to identify any Beneficial Owner meeting one or more of the following
conditions. [If this option is selected, the Consultant shall provide explanation on why it is unable to identify
any Beneficial Owner]

99
 Directly or indirectly holding 25% or more of the shares. Directly or indirectly holding25% or more of the
voting rights.
Directly or indirectly having the right to appoint a majority of the board of directors or equivalent governing
body of the Consultant]”

Name of the Consultant: .......................*[insert complete name of the Consultant]

NameofthepersondulyauthorizedtosigntheProposalonbehalfoftheConsultant: ** [insert complete name of person

duly authorized to sign the Proposal]

Title of the person signing the Proposal: ....................... [insert complete title of the person signing the Proposal]

Signature of the person named above: ....................... [insert signature of person whose name and capacity are
shown above]

Date signed ....................... [insert date of signing] day of....................... [Insert month], [insert year]

*
In the case of the Proposal submitted by a Joint Venture specify the name of the Joint Venture as Consultant. In the event that the Consultant is a
Joint venture, each reference to “Consultant” in the Beneficial Ownership Disclosure Form (including this Introduction there to) shall be read
to refer to the joint venture member.

**
Person signing the Proposal shall have the power of attorney given by the Consultant. The power of attorney shall be attached with the
Proposal Schedules.
10
0
 Public Procurement Regulatory Authority (PPRA)
KISM Towers, 6th Floor, Ngong Rd
P.O Box 58535- 00200,
Nairobi Kenya
Telephone: +254 020
3244000, 2213106/7
Email: [email protected]
Website:
www.ppra.go.ke