RWANDA GREEN FUND

Standard Request for Proposal

Title of the Tender: Hiring External audit firm for auditing

projects funded by KFW

Tender Reference Number: Generated in the system

Procurement Method: NCB/QCBS

Selection of Consultants

CONTENTS
Section 1. Letter of Invitation (LOI).......................................Error! Bookmark not defined.
Section 2. Instructions to Consultants...................................................................................4
Definitions..................................................................................................................................5
1. Introduction..........................................................................................................................5
2. Clarification and Amendment of RFP Documents..............................................................9
3. Preparation of Proposals......................................................................................................9
4. Submission, Receipt, and Opening of Proposals...............................................................12
5. Proposal Evaluation...........................................................................................................12
6. Negotiations.......................................................................................................................15
7. Award of Contract..............................................................................................................16
8. Confidentiality...................................................................................................................16
Instructions to Consultants, Data Sheet..............................................................................17
Section 3. Technical Proposal - Standard Forms...............................................................22
Section 4. Financial Proposal - Standard Forms...............................................................36
Section 5. Terms of Reference...............................................................................................49
Section 6. Standard Form of Contract................................................................................57
SAMPLE CONTRACT FOR SMALL CONSULTING SERVICES, LUMP-SUM
PAYMENTS...............................................................................Error! Bookmark not defined.
Section 2. Instructions to Consultant 3
TENDER NOTICE
TITLE: Hiring External audit firm for auditing projects funded by KFW
Tendering method: NCB/QCBS

National Fund for Environment hereby invites interested firms in consultancy services
related to audit sector to submit their proposals for the tender of Hiring External audit firm
for auditing projects funded by KFW.
The competition is equally open to all eligible companies specialized in the field.

Tender Documents in English may be obtained from the online e-procurement system
(www.Umucyo.gov.rw).

Enquiries regarding this tender may be addressed to the National Fund for Environment
through the e-procurement system for Rwanda (www.umucyo.gov.rw).

The cost of the bid is 10,000 Rwandan Francs paid through non-fiscal accounts of Rwanda
Revenue Authority in any Rwandan Commercial Banks.

All proposals will be accompanied by a declaration of commitment and submitted online

using the e-procurement system not later than the date and time indicated on E Procurement
system.

Bids will be opened the same date at the time indicated on E procurement system.

Bids shall remain valid for a period of 120 days starting from the submission deadline above
mentioned.

Bidding will be conducted in accordance with the Law N° 031/2022 OF 21/11/2022 governing
public procurement.

Teddy MUGABO MPINGANZIMA

Chief Executive Officer – National Fund for Environment
Section 2. Instructions to Consultant 4

Section 2. Instructions to Consultants

 Definitions

(a) “Client/Procuring Entity” means the agency with which the selected Consultant signs the Contract
for the Services.
(b) “Consultant” means any entity or person that may provide or provides the Services to the Client
under the Contract.
(c) “Contract” means the agreement between the procuring entity and the successful bidder.
(d) “Data Sheet” means such part of the Instructions to Consultants used to reflect specific country and
assignment conditions.
(e) “Day” means calendar day including holidays unless provided otherwise.
(f) “Government” means the Government of the Republic of Rwanda.
(g) “Instructions to Consultants” (Section 2 of the RFP) means the document which provides short
listed Consultants with all information needed to prepare their Proposals.
(h) “LOI” (Section 1 of the RFP) means the Letter of Invitation being sent by the Client to the short
listed Consultants.
(i) “Personnel” means professionals and support staff provided by the Consultant or by any Sub-
Consultant and assigned to perform the Services or any part thereof; “Foreign Personnel” means
such professionals and support staff who at the time of being so provided had their domicile
outside the Government’s country; “Local Personnel” means such professionals and support staff
who at the time of being so provided had their domicile inside the Government’s country.
(j) “Proposal” means the Technical Proposal and the Financial Proposal.
(k) “RFP” means the Request for Proposal to be prepared by the Client for the selection of
Consultants, based on the Standard Request for Proposals.
(l) “SRFP” means the Standard Request for Proposals, which must be used by the Client as a guide for
the preparation of the RFP.
(m)“Services” means the work to be performed by the Consultant pursuant to the Contract.
(n) “Sub-Consultant” means any person or entity with whom the Consultant subcontracts any part of
the Services.
(o) “Terms of Reference” (TOR) means the document included in the RFP as Section 5 which explains
the objectives, scope of work, activities, tasks to be performed, respective responsibilities of the
Client and the Consultant, and expected results and deliverables of the assignment.

1. Introduction
1.1. The Client named in the Data Sheet will select a consulting Consultant/organization (the
Consultant) from those listed in the Letter of Invitation, in accordance with the method of
selection specified in the Data Sheet.
1.2. The short-listed Consultants are invited to submit a Technical Proposal and a Financial Proposal,
or a Technical Proposal only, as specified in the Data Sheet, for consulting services required for
the assignment named in the Data Sheet. The Proposal will be the basis for contract negotiations
and ultimately for a signed Contract with the selected Consultant.
1.3. Consultants should familiarize themselves with local conditions and take them into account in
preparing their Proposals. To obtain first-hand information on the assignment and local conditions,
Consultants are encouraged to visit the Client before submitting a proposal and to attend a pre-
proposal conference if one is specified in the Data Sheet. Attending the pre-proposal conference is
optional. Consultants should contact the Client’s representative named in the Data Sheet to
arrange for their visit or to obtain additional information on the pre-proposal conference.
Consultants should ensure that these officials are advised of the visit in adequate time to allow
them to make appropriate arrangements.
1.4. The Client will timely provide at no cost to the Consultants the inputs and facilities specified in
the Data Sheet, assist the Consultant in obtaining licenses and permits needed to carry out the
services, and make available relevant project data and reports.
1.5. Consultants shall bear all costs associated with the preparation and submission of their proposals
and contract negotiation. The Client is not bound to accept any proposal, and reserves the right to
annul the selection process at any time prior to Contract award, without thereby incurring any
liability to the Consultants.
Conflict of Interest

1.6. Rwanda Public Procurement policy requires that Consultants provide professional, objective, and
impartial advice and at all times hold the Client’s interests paramount, strictly avoid conflicts with
other assignments or their own corporate interests, act without any consideration for future work
and in accordance with the law on public procurement as completed and modified to date.
1.6.1 Without limitation on the generality of the foregoing, Consultants, and any of their affiliates, shall
be considered to have a conflict of interest and shall not be recruited, under any of the
circumstances set forth below:
Conflicting activities
i) A Consultant that has been engaged by the Client to provide goods, works or services other than
consulting services for a project, and any of its affiliates, shall be disqualified from providing
consulting services related to those goods, works or services. Conversely, a Consultant hired to
provide consulting services for the preparation or implementation of a project, and any of its
affiliates, shall be disqualified from subsequently providing goods or works or services other
than consulting services resulting from or directly related to the Consultant’s consulting services
for such preparation or implementation. For the purpose of this paragraph, services other than
consulting services are defined as those leading to a measurable physical output, for example
surveys, exploratory drilling, aerial photography, and satellite imagery.
Conflicting assignments
 ii) A Consultant (including its Personnel and Sub-Consultants) or any of its affiliates shall not be
hired for any assignment that, by its nature, may be in conflict with another assignment of the
Consultant to be executed for the same or for another Client. For example, a Consultant hired to
prepare engineering design for an infrastructure project shall not be engaged to prepare an
independent environmental assessment for the same project, and a Consultant assisting a Client
in the privatization of public assets shall not purchase, nor advise purchasers of, such assets.
Similarly, a Consultant hired to prepare Terms of Reference for an assignment should not be
hired for the assignment in question.
Conflicting relationships
iii) A Consultant (including its Personnel and Sub-Consultants) that has a business or family
relationship with a member of the Client’s staff who is directly or indirectly involved in any part
of (i) the preparation of the Terms of Reference of the assignment, (ii) the selection process for
such assignment, or (iii) supervision of the Contract, shall not be awarded a Contract.
1.6.2 Consultants have an obligation to disclose any situation of actual or potential conflict that impacts
their capacity to serve the best interest of their Client, or that may reasonably be perceived as
having this effect. Failure to disclose said situations may lead to the disqualification of the
Consultant or the termination of its Contract.
1.6.3 No current employees of the Client shall work as Consultants in government ministries,
departments or agencies. Recruiting former government employees of the Client to work for their
former ministries, departments or agencies is acceptable provided no conflict of interest exists.
Unfair Advantage
1.6.4 If a short-listed Consultant could derive a competitive advantage from having provided consulting
services related to the assignment in question, the Client shall make available to all short-listed
Consultants together with this RFP all information that would in that respect give such Consultant
any competitive advantage over competing Consultants.
Fraud and Corruption

1.7 The Rwanda public procurement regulations require that all procuring entities, as well as Consultants
participating public procurement adhere to the highest ethical standards, both during the selection
process and throughout the execution of a contract. In pursuance of this policy, the Rwanda public
procurement laws and regulations:
(a) defines, for the purpose of this paragraph, the terms set forth below as follows:
(i) “corrupt practice” means offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence a civil servant or Government entity

(ii) “fraudulent practices” means any act or omission, including a misrepresentation, that
knowingly or recklessly misleads or attempts to mislead a civil servant to obtain a financial or
other benefit or to avoid an obligation
 (iii) “collusive practices” means means arrangement between two or more parties
designed to achieve an improper purpose, including influencing another party or the civil
servant

(iv) “coercive practices” means any act intending to harm or threaten to harm directly or indirectly
persons, their works or their property to influence their participation in the procurement process
or affect its performance
(v) “Obstructive practices” means destroying, falsifying, altering or concealing of evidence
material to the investigation or making false statements to investigators deliberately in order
to materially impede investigations into allegations of a corrupt, coercive or collusive
practice: and/or threatening, harassing or intimidating any party to prevent him/her from
disclosing his/her knowledge of matters relevant to the investigation or from pursuing the
investigations.

(b) require rejection of a proposal for award if it is determined that the Consultant recommended
for award has, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive
practices in competing for the contract in question;
(c) require sanctions to a Consultant, including declaring the Consultant ineligible, either
indefinitely or for a stated period of time, to be awarded any contract if at any time it is
determined that the Consultant has, directly through an agent, engaged in corrupt, fraudulent,
collusive or coercive practices in competing for, or in executing a contract; and
(d) gives the right to require that, a provision be included requiring Consultants to permit the
procuring entity to inspect their accounts and records and other documents relating to the
submission of proposals and contract performance, and have them audited by auditors
appointed by client.
1.8 Consultants, their Sub-Consultants, and their associates shall not be under a declaration of
ineligibility for corrupt and fraudulent practices in accordance with the above para. 1.7.
1.9 Consultants shall furnish information on commissions and gratuities, if any, paid or to be paid to
agents relating to this proposal and during execution of the assignment if the Consultant is awarded
the Contract, as requested in the Financial Proposal submission form (Section 4).
Single Proposal

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

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

2.1. Consultants may request a clarification of any of the RFP documents up to the number of days
indicated in the Data Sheet before the proposal submission date. Any request for clarification must
be sent in writing, or by standard electronic means to the Client’s address indicated in the Data
Sheet. The Client will respond in writing, or by standard electronic means and will send written
copies of the response (including an explanation of the query but without identifying the source of
inquiry) to all Consultants. Should the Client deem it necessary to amend the RFP as a result of a
clarification, it shall do so following the procedure under para. 2.2.
2.2. At any time before the submission of Proposals, the Client may amend the RFP by issuing an
addendum in writing or by standard electronic means. The addendum shall be sent to all
Consultants and will be binding on them. Consultants shall acknowledge receipt of all
amendments. To give Consultants reasonable time in which to take an amendment into account in
their Proposals the Client may, if the amendment is substantial, extend the deadline for the
submission of Proposals.
3. Preparation of Proposals

3.1. The Proposal (see para. 1.2), as well as all related correspondence exchanged by the Consultants and
the Client, shall be written in the language (s) specified in the Data Sheet.

3.2. In preparing their Proposal, Consultants are expected to examine in detail the documents
comprising the RFP. Material deficiencies in providing the information requested may result in
rejection of a Proposal.

3.3. While preparing the Technical Proposal, Consultants must give particular attention to the
following:
(a) If a short-listed Consultant considers that it may enhance its expertise for the assignment by
associating with other Consultants in a joint venture or sub-consultancy, it may associate with
either (a) non-short-listed Consultant(s), or (b) short-listed Consultants if so indicated in the
Data Sheet. In case of association with non-short-listed Consultant(s), the short-listed
Consultant shall act as association leader. In case of a joint venture, all partners shall be jointly
and severally liable and shall indicate who will act as the leader of the joint venture.
(b) The estimated number of Professional staff-months or the budget for executing the assignment
shall be shown in the Data Sheet, but not both. However, the Proposal shall be based on the
number of Professional staff-months or budget estimated by the Consultants.
For fixed-budget-based assignments, the available budget is given in the Data Sheet, and the
Financial Proposal shall not exceed this budget, while the estimated number of Professional
 staff-months shall not be disclosed.
(c) Alternative professional staff shall not be proposed, and only one curriculum vitae (CV) may be
submitted for each position.
Language
(d) Documents to be issued by the Consultants as part of this assignment must be in the language(s)
specified in the Reference Paragraph 3.1 of the Data Sheet. If Reference Paragraph 3.1 indicates
two languages, the language in which the proposal of the successful Consultant will be
submitted shall govern for the purpose of interpretation. It is desirable that the Consultant’s
Personnel have a working knowledge of the Client’s national language.
Technical Proposal Format and Content

3.4. Depending on the nature of the assignment, Consultants are required to submit a Full Technical
Proposal (FTP), or a Simplified Technical Proposal (STP). The Data Sheet indicates the format of
the Technical Proposal to be submitted. Submission of the wrong type of Technical Proposal will
result in the Proposal being deemed non-responsive. The Technical Proposal shall provide the
information indicated in the following paragraphs from (a) to (g) using the attached Standard Forms
(Section 3). Paragraph (c) (ii) indicates the recommended number of pages for the description of the
approach, methodology and work plan of the STP. A page is considered to be one printed side of
A4 or letter size paper.
(a) (i) For the FTP only: a brief description of the Consultants’ organization and an outline of recent
experience of the Consultants and, in the case of joint venture, for each partner, on assignments
of a similar nature is required in Form TECH-2 of Section 3. For each assignment, the outline
should indicate the names of Sub-Consultants/ Professional staff who participated, duration of
the assignment, contract amount, and Consultant’s involvement. Information should be provided
only for those assignments for which the Consultant was legally contracted by the Client as a
corporation or as one of the major Consultants within a joint venture. Assignments completed by
individual Professional staff working privately or through other consulting Consultants cannot be
claimed as the experience of the Consultant, or that of the Consultant’s associates, but can be
claimed by the Professional staff themselves in their CVs. Consultants should be prepared to
substantiate the claimed experience if so requested by the Client.
(ii) For the STP the above information is not required and Form TECH-2 of Section 3 shall not be
used.
(b) (i) For the FTP only: comments and suggestions on the Terms of Reference including workable
suggestions that could improve the quality/ effectiveness of the assignment; and on requirements
for counterpart staff and facilities including: administrative support, office space, local
transportation, equipment, data, etc. to be provided by the Client (Form TECH-3 of Section 3).
(ii) For the STP Form TECH-3 of Section 3 shall not be used; the above comments and
suggestions, if any, should be incorporated into the description of the approach and
methodology (refer to following sub-para. 3.4 (c) (ii)).
(c) (i) For the FTP, and STP: a description of the approach, methodology and work plan for
 performing the assignment covering the following subjects: technical approach and
methodology, work plan, and organization and staffing schedule. Guidance on the content of
this section of the Technical Proposals is provided under Form TECH-4 of Section 3. The
work plan should be consistent with the Work Schedule (Form TECH-8 of Section 3) which
will show in the form of a bar chart the timing proposed for each activity.
(ii) For the STP only: the description of the approach, methodology and work plan should
normally consist of about 10 pages, including charts, diagrams, and comments and
suggestions, if any, on Terms of Reference and counterpart staff and facilities.
(d) The list of the proposed Professional staff team by area of expertise, the position that would be
assigned to each staff team member, and their tasks (Form TECH-5 of Section 3).
(e) Estimates of the staff input (staff-months of foreign and local professionals) needed to carry out
the assignment (Form TECH-7 of Section 3). The staff-months input should be indicated
separately for home office and field activities, and for foreign and local Professional staff.
(f) CVs of the Professional staff signed by the staff themselves or by the authorized representative
of the Professional Staff (Form TECH-6 of Section 3).
(g) For the FTP only: a detailed description of the proposed methodology and staffing for training,
if the Data Sheet specifies training as a specific component of the assignment.
3.5. The Technical Proposal shall not include any financial information. A Technical Proposal containing
financial information may be declared non responsive.
Financial Proposals

3.6. The Financial Proposal shall be prepared using the attached Standard Forms (Section 4). It shall list
all costs associated with the assignment, including (a) remuneration for staff (foreign and local, in
the field and at the Consultants’ home office), and (b) reimbursable expenses indicated in the Data
Sheet. If appropriate, these costs should be broken down by activity and, if appropriate, into foreign
and local expenditures. All activities and items described in the Technical Proposal must be priced
separately; activities and items described in the Technical Proposal but not priced, shall be assumed
to be included in the prices of other activities or items.
Taxes
3.7. The Consultant may be subject to local taxes (such as: value added or sales tax, social charges or
income taxes on non resident Foreign Personnel, duties, fees, levies) on amounts payable by the
Client under the Contract. The Client will state in the Data Sheet if the Consultant is subject to
payment of any local taxes.
3.8. Consultants may express the price of their services in a maximum of three freely convertible
currencies, singly or in combination. The Client may require Consultants to state the portion of their
price representing local cost in the national currency if so indicated in the Data Sheet.
3.9 Commissions and gratuities, if any, paid or to be paid by Consultants and related to the assignment
will be listed in the Financial Proposal Form FIN-1 of Section 4.
 4. Submission, Receipt, and Opening of Proposals

4.1 The original proposal (Technical Proposal and, if required, Financial Proposal; see para. 1.2) shall
contain no interlineations or overwriting, except as necessary to correct errors made by the
Consultants themselves. The person who signed the proposal must initial such corrections.
Submission letters for both Technical and Financial Proposals should respectively be in the format
of TECH-1 of Section 3, and FIN-1 of Section 4.
4.2 The Technical Proposals shall be sent through the e- Procurement system.
4.3 The original and all copies of the Technical Proposal shall be placed in a sealed envelope clearly
marked “TECHNICAL PROPOSAL” Similarly, the original Financial Proposal (if required under the
selection method indicated in the Data Sheet) shall be placed in a sealed envelope clearly marked
“FINANCIAL PROPOSAL” followed by the number and the name of the assignment, and with a
warning “DO NOT OPEN WITH THE TECHNICAL PROPOSAL.” The envelopes containing the
Technical and Financial Proposals shall be placed into an outer envelope and sealed. This outer
envelope shall bear the submission address, reference number and title of the Loan, and be clearly
marked “DO NOT OPEN, EXCEPT IN PUBLIC”. The Client shall not be responsible for
misplacement, losing or premature opening if the outer envelope is not sealed and/or marked as
stipulated. This circumstance may be case for Proposal rejection. If the Financial Proposal is not
submitted in a separate sealed envelope duly marked as indicated above, this will constitute
grounds for declaring the Proposal non-responsive.
4.4 The Proposals must be sent to the address/addresses indicated in the Data Sheet and received by
the Client no later than the time and the date indicated in the Data Sheet, or any extension to this
date in accordance with para. 2.2. Any proposal received by the Client after the deadline for
submission shall be returned unopened.
4.5 The Client shall open the Technical Proposal immediately after the deadline for their submission.
The envelopes with the Financial Proposal shall remain sealed and securely stored.
5. Proposal Evaluation
5.1 From the time the Proposals are opened to the time the Contract is awarded, the Consultants should
not contact the Client on any matter related to its Technical and/or Financial Proposal. Any effort by
Consultants to influence the Client in the examination, evaluation, ranking of Proposals, and
recommendation for award of Contract may result in the rejection of the Consultants’ Proposal.
Evaluators of Technical Proposals shall have no access to the Financial Proposals until the technical
evaluation is concluded.
Evaluation of Technical Proposals
5.2 The evaluation committee shall evaluate the Technical Proposals on the basis of their responsiveness
to the Terms of Reference, applying the evaluation criteria, sub-criteria, and point system specified
in the Data Sheet. Each responsive Proposal will be given a technical score (St). A Proposal shall be
rejected at this stage if it does not respond to important aspects of the RFP, and particularly the
Terms of Reference or if it fails to achieve the minimum technical score indicated in the Data Sheet.
Financial Proposals for Quality Based Selection (QBS)
5.3 Following the ranking of technical Proposals, when selection is based on quality only (QBS), the first
ranked Consultant is invited to negotiate its proposal and the Contract in accordance with the
instructions given under clause 6 of these Instructions.
Public Opening and Evaluation of Financial Proposals (only for QCBS, FBS, and LCS)

5.4 After the technical evaluation is completed, the Client shall inform the Consultants who have
submitted proposals the technical scores obtained by their Technical Proposals, and shall notify those
Consultants whose Proposals did not meet the minimum qualifying mark or were considered non
responsive to the RFP and TOR, that their Financial Proposals will be returned unopened after
completing the selection process. The Client shall simultaneously notify in writing Consultants that
have secured the minimum qualifying mark, the date, time and location for opening the Financial
Proposals. The opening date shall not be sooner than seven days after the notification date. The
notification may be done by hand with acknowledgement of receipt or be sent by registered letter,
cable, telex, facsimile.
5.5 Financial Proposals shall be opened publicly in the presence of the Consultants’ representatives who
choose to attend. The name of the Consultants and the technical scores of the Consultants shall be
read aloud. The Financial Proposal of the Consultants who met the minimum qualifying mark will
then be inspected to certify that they have remained sealed and unopened. These Financial Proposals
shall be then opened, and the total prices read aloud and recorded. Consultants’ attendance at the
opening of Financial Proposals is optional.
5.6 The Evaluation Committee will correct any computational errors. When correcting computational
errors, in case of discrepancy between a partial amount and the total amount, or between word and
figures the formers will prevail. In addition to the above corrections, as indicated under para. 3.6,
activities and items described in the Technical Proposal but not priced, shall be assumed to be
included in the prices of other activities or items. In case an activity or line item is quantified in the
Financial Proposal differently from the Technical Proposal, (i) if the Time-Based form of contract
has been included in the RFP, the 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, (ii) if the Lump-Sum form of contract has been included in the RFP, no
corrections are applied to the Financial Proposal in this respect. Prices shall be converted to a single
currency using the selling rates of exchange, source and date indicated in the Data Sheet.
5.7 In case of QCBS, the lowest evaluated Financial Proposal (Fm) will be given the maximum financial
score (Sf) of 100 points. The financial scores (Sf) of the other Financial Proposals will be computed
as indicated in the Data Sheet. Proposals will be ranked according to their combined technical (St)
and financial (Sf) scores using the weights (T = the weight given to the Technical Proposal; P = the
weight given to the Financial Proposal; T + P = 1) indicated in the Data Sheet: S = St x T% + Sf x P
%. The Consultant achieving the highest combined technical and financial score will be invited for
negotiations.
5.8 In the case of Fixed-Budget Selection, the Client will select the Consultant that submitted the highest
ranked Technical Proposal within the budget. Proposals that exceed the indicated budget will be
rejected. In the case of the Least-Cost Selection, the Client will select the lowest proposal among
 those that passed the minimum technical score. In both cases the evaluated proposal price according
to para. 5.6 shall be considered, and the selected Consultant is invited for negotiations.
6. Negotiations
6.1 Negotiations will be held at the date and address indicated in the Data Sheet. The invited Consultant
will, as a pre-requisite for attendance at the negotiations, certify availability of all Professional staff.
Failure in satisfying such requirements may result in the Client proceeding to negotiate with the
next-ranked Consultant. Representatives conducting negotiations on behalf of the Consultant must
have written authority to negotiate and conclude a Contract.
Technical negotiations
6.2 Negotiations will include a discussion of the Technical Proposal, the proposed technical approach and
methodology, work plan, and organization and staffing, and any suggestions made by the Consultant
to improve the Terms of Reference. The Client and the Consultants will finalize the Terms of
Reference, staffing schedule, work schedule, logistics, and reporting. These documents will then be
incorporated in the Contract as “Description of Services”. Special attention will be paid to clearly
defining the inputs and facilities required from the Client to ensure satisfactory implementation of
the assignment. The Client shall prepare minutes of negotiations which will be signed by the Client
and the Consultant.
Financial negotiations
6.3 If applicable, it is the responsibility of the Consultant, before starting financial negotiations, to contact
the local tax authorities to determine the local tax amount to be paid by the Consultant under the
Contract. The financial negotiations will include a clarification (if any) of the Consultant’s tax
liability in the Republic of Rwanda, and the manner in which it will be reflected in the Contract; and
will reflect the agreed technical modifications in the cost of the services. In the cases of QCBS,
Fixed-Budget Selection, and the Least-Cost Selection methods, unless there are exceptional reasons,
the financial negotiations will involve neither the remuneration rates for staff nor other proposed unit
rates. For other methods, Consultants will provide the Client with the information on remuneration
rates described in the Appendix attached to Section 4 - Financial Proposal - Standard Forms of this
RFP.
Availability of Professional staff/experts
6.4 Having selected the Consultant on the basis of, among other things, an evaluation of proposed
Professional staff, the Client expects to negotiate a Contract on the basis of the Professional staff
named in the Proposal. Before contract negotiations, the Client will require assurances that the
Professional staff will be actually available. The Client will not consider substitutions during
contract negotiations unless both parties agree that undue delay in the selection process makes such
substitution unavoidable or for reasons such as death or medical incapacity. If this is not the case and
if it is established that Professional staff were offered in the proposal without confirming their
availability, the Consultant may be disqualified. Any proposed substitute shall have equivalent or
better qualifications and experience than the original candidate and be submitted by the Consultant
within the period of time specified in the letter of invitation to negotiate.
Conclusion of the negotiations
6.5 Negotiations will conclude with a review of the draft Contract. To complete negotiations the Client
and the Consultant will initial the agreed Contract. If negotiations fail, the Client will invite the
Consultant whose Proposal received the second highest score to negotiate a Contract.
7. Award of Contract

7.1 After completing negotiations the Client shall award the Contract to the best selected Consultant, and
promptly notify all Consultants who have submitted proposals. After Contract signature, the Client
shall return the unopened Financial Proposals to the unsuccessful Consultants.
7.2 The Consultant is expected to commence the assignment on the date and at the location specified in
the Data Sheet.
8. Confidentiality
Information relating to evaluation of Proposals and recommendations concerning awards shall not be
disclosed to the Consultants who submitted the Proposals or to other persons not officially concerned
with the process, until the publication of the award of Contract. The undue use by any Consultant of
confidential information related to the process may result in the rejection of its Proposal and may be
subject to the sanctions under the law on public procurement.
 Instructions to Consultants, Data Sheet

Paragraph
Reference

1.1 Name of the Client: National Fund for Environment

Method of selection: NCB/QCBS/SM

1.2 Financial Proposal to be submitted together with Technical Proposal: YES but will
be opened separately in the system.

Name of the assignment is: Hiring External audit firm for auditing projects
funded by KFW

1.3 A pre-proposal conference will be held: NO

The Client’s representative is: RGF staff

Is there any pre-bid conference: No

1.4 The Client will provide the following inputs and facilities: NA

1.6.1 The Client envisages the need for continuity for downstream work: NA

1.11 Proposals must remain valid 120 days after the submission date, i.e. until: 4 Months

2.1 Clarifications may be requested within two thirds (2/3) of the deadline period for the
Submission of tenders from the date of tender notice publication.
Communication channel: UMUCYO SYSTEM (www.umucyo.gov.rw)

3.1 Proposals shall be submitted in ENGLISH

3.3 (a) Consultants may associate with other Consultants: NO

3.3 (b) The estimated number of key personnel is: refer to TOR
The available budget is –N/A
3.4 The format of the Technical Proposal to be submitted is: As per the system

3.4 (g) Training is a specific component of this assignment: N/A

3.6 Reimbursable expenses to be included in the Financial Proposal are:

(1) a per diem allowance in respect of Personnel of the Consultant for every day in
which the Personnel shall be absent from the home office and, as applicable,
outside the Republic of Rwanda for purposes of the Services;

(2) cost of necessary travel, including transportation of the Personnel by the most
appropriate means of transport and the most direct practicable route;

(3) cost of office accommodation, investigations and surveys;

(4) cost of applicable international or local communications such as the use of

telephone and facsimile required for the purpose of the Services;
(5) cost, rental and freight of any instruments or equipment required to be provided
by the Consultants for the purposes of the Services;

(6) cost of printing and dispatching of the reports to be produced for the Services;

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

(8) cost of such further items required for purposes of the Services not covered in
the foregoing.

3.7 Amounts payable by the Client to the Consultant under the contract to be subject to
local taxation: YES

3.8 Consultant to state local cost in the national currency: YES

4.3 Consultant must submit both the Technical Proposal and Financial Proposals.Yes
as per the procurement law

4.5 The Proposal submission address is: online through www.umucyo.gov.rw

Proposals must be submitted no later than the date and time indicated on E
procurement system.
 The bid opening shall take place at: through www.umucyo.gov.rw
Date: As per E Procurement system
Time: As per E Procurement system

5.2 Preliminary and Administrative Requirements

1. RRA valid certificate

2. RSSB valid certificate
3. Proof of Purchase of RFP document
4. Certificate of domestic company registration indicating similar activities
5. Declaration of commitment
6. Non bankruptcy certificate
7. Filled form of Beneficial ownership

OTHER REQUIREMENTS

- Signed commitment letter of availability of each staff

CRITERIA, SUB-CRITERIA, AND POINT FOR THE EVALUATION OF

FULL TECHNICAL PROPOSALS ARE:

1° Quality of the methodology proposed and Related work plan (detailed and
convincing methodology): 20 points.

 Description of the Approach, Methodology and Work Plan for Performing

the Assignment: 10 points
 Comments on the Terms of References: 5 points
 Work plan: 2.5 points
 Organization & staffing: 2.5 points

2° Qualifications and experience of the key personnel proposed for the mission (for
proposed staff please refer to TOR): 80 points;

Audit Partner (1): /30 points

 Qualification:10 points
 Experience: 20 points

Audit Manager (1): /25 points

  Qualification:10 points
 Experience: 15 points

Senior Auditor (1): / 15 points

 Qualification:6 points
 Experience: 9 points

Auditor (1)/: 10 points

 Qualification:4 points
 Experience: 6 points

NOTE:

All the proposed staff should provide in the technical offers the signed CVs,
notarized copied of degrees and commitment letters of availability signed by staff
himself/herself) for this specific assignment.

The minimum technical score St required to pass is: 80

5.6 The single currency for price conversions is: N/A

The source of official selling rates is: N/A

The date of exchange rate is: Opening date

Financial proposal must be in local currency (FRW)

5.7 The formula for determining the financial scores is the following:
Sf = 100 x Fm / F, in which Sf is the financial score, Fm is the lowest price and F
the price of the proposal under consideration.

The weights given to the technical and Financial Proposals are:

T= 0.8, and
P= 0.2

6.1 Address for the Procuring Entity

RGF, KG7 Avenue, 5th Floor, Career Center Building, P.O. Box: 4505 Kigali
 Rwanda
Email: [email protected]

7.2 Expected date for commencement of consulting services: To be determined in the

contract.

Evaluation will be conducted in 21 working days.

Section 3. Technical Proposal - Standard Forms

[Comments in brackets [ ] provide guidance to the short-listed Consultants for the

preparation of their Technical Proposals; they should not appear on the Technical
Proposals to be submitted.]

Refer to Reference Paragraph 3.4 of the Data Sheet for format of Technical Proposal to be
submitted, and paragraph 3.4 of Section 2 of the RFP for Standard Forms required and
number of pages recommended.

TECH-1 Technical Proposal Submission Form

TECH-2 Consultant’s Organization and Experience

A Consultant’s Organization
B Consultant’s Experience

TECH-3 Comments or Suggestions on the Terms of Reference and on Counterpart Staff

and Facilities to be Provided by the Client
A On the Terms of Reference
B On the Counterpart Staff and Facilities

TECH-4 Description of the Approach, Methodology and Work Plan for Performing the
Assignment

TECH-5 Team Composition and Task Assignments

TECH-6 Curriculum Vitae (CV) for Proposed Professional Staff

TECH-7 Staffing Schedule

TECH-8 Work Schedule

 FORM TECH-1 TECHNICAL PROPOSAL SUBMISSION FORM

[Location, Date]

To: [Name and address of Client]

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
Proposal. We are hereby submitting our Proposal, which includes this Technical Proposal,
and a Financial Proposal sealed under a separate envelope1.

We are submitting our Proposal in association with: [Insert a list with full name and
address of each associated Consultant]2

We hereby declare that all the information and statements made in this Proposal are
true and accept that any misinterpretation contained in it may lead to our disqualification.

If negotiations are held during the period of validity of the Proposal, i.e., before the
date indicated in Paragraph Reference 1.11 of the Data Sheet, we undertake to negotiate on
the basis of the proposed staff. Our Proposal is binding upon us and subject to the
modifications resulting from Contract negotiations.

We undertake, if our Proposal is accepted, to initiate the consulting services related to

the assignment not later than the date indicated in Paragraph Reference 7.2 of the Data Sheet.

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

We remain,

Yours sincerely,

Authorized Signature :
Name and Title of Signatory:
Name of Consultant:
Address:

1 [In case Paragraph Reference 1.2 of the Data Sheet requires to submit a Technical
Proposal only, replace this sentence with: “We are hereby submitting our Proposal, which
includes this Technical Proposal only.”]
2 [Delete in case no association is foreseen.]
 FORM TECH-2 CONSULTANT’S ORGANIZATION AND EXPERIENCE

A - Consultant’s Organization

[Provide here a brief (two pages) description of the background and organization of your
Consultant/entity and each associate for this assignment.]
 B - Consultant’s Experience

[Using the format below, provide information on each assignment for which your
Consultant, and each associate for this assignment, was legally contracted either
individually as a corporate entity or as one of the major companies within an association,
for carrying out consulting services similar to the ones requested under this assignment.]

Assignment name: Approx. value of the contract (in currency:

Rwanda francs or freely convertible currency]

Country: Duration of assignment (months):

Location within country:

Name of Client: Total No of staff-months of the assignment:

Address: Approx. value of the services provided by your

Consultant under the contract (in currency:
US$, Euro, RWF, etc…):

Start date (month/year): No of professional staff-months provided by

Completion date (month/year): associated Consultants:

Name of associated Consultants, if any: Name of senior professional staff of your

Consultant involved and functions performed
(indicate most significant profiles such as
Project Director/Coordinator, Team Leader):

Narrative description of Project:

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

Consultant’s Name: and Signature
FORM TECH-3 COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE AND ON
COUNTERPART STAFF AND FACILITIES TO BE PROVIDED BY THE CLIENT

A - On the Terms of Reference

[Present and justify here any modifications or improvement to the Terms of Reference you
are proposing to improve performance in carrying out the assignment (such as deleting some
activity you consider unnecessary, or adding another, or proposing a different phasing of the
activities). Such suggestions should be concise and to the point, and incorporated in your
Proposal.]
 B - On Counterpart Staff and Facilities

[Comment here on counterpart staff and facilities to be provided by the Client according to
Paragraph Reference 1.4 of the Data Sheet including: administrative support, office space,
local transportation, equipment, data, etc.]
FORM TECH-4 DESCRIPTION OF APPROACH, METHODOLOGY AND WORK PLAN
FOR PERFORMING THE ASSIGNMENT
Section 3 – Technical Proposal – Standard Forms 29

FORM TECH-5 TEAM COMPOSITION AND TASK ASSIGNMENTS

Professional Staff
Name of Staff Consultant Area of Expertise Position Assigned Task Assigned
Section 3 – Technical Proposal – Standard Forms 30

FORM TECH-6 CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF

1. Proposed Position [only one candidate shall be nominated for each position]:

2. Name of Consultant [Insert name of Consultant proposing the staff]:

3. Name of Staff [Insert full name]:

4. Date of Birth: Nationality:

5. Education[Indicate college/university and other specialized education of staff member,

giving names of institutions, degrees obtained, and dates of obtainment]:

6. Membership of Professional Associations:

7. Other Training [Indicate significant training since degrees under 5 - Education were
obtained]:

8. Countries of Work Experience: [List countries where staff has worked in the last ten
years]:

9. Languages[For each language indicate proficiency: good, fair, or poor in speaking,

reading, and writing]:

10. Employment Record[Starting with present position, list in reverse order every
employment held by staff member since graduation, giving for each employment (see
format here below): dates of employment, name of employing organization, positions
held.]:

From [Year]: To [Year]:

Employer:
Section 3 – Technical Proposal – Standard Forms 31

Positions held:

11. Detailed Tasks As- 12. Work Undertaken that Best Illustrates Capability to
signed Handle the Tasks Assigned

[Among the assignments in which the staff has been

[List all tasks to be per- involved, indicate the following information for those
formed under this as- assignments that best illustrate staff capability to
signment] handle the tasks listed under point 11.]

Name of assignment or project:

Year:
Location:
Client:
Main project features:
Positions held:
Activities performed:

13. Certification:

I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly de-
scribes myself, my qualifications, and my experience. I understand that any wilful misstate-
ment described herein may lead to my disqualification or dismissal, if engaged.

Date:
[Name and Signature of staff member or authorized representative of the staff]
Day/Month/Year
 32

FORMTECH-7STAFFING SCHEDULE1

Total staff-month
Staff input (in the form of a bar chart)2
N° Name of Staff input
3
1 2 3 4 5 6 7 8 9 10 11 12 n Home Field Total
Foreign
[Ho
me]
1
[Fiel
d]
2

n
Subtotal
Local
[Ho
me]
1
[Fiel
d]
2

n
Subtotal
 33

Total

1 For Professional Staff the input should be indicated individually; for Support Staff it should be indicated by category (e.g.:
draftsmen, clerical staff, etc.).
2 Months are counted from the start of the assignment. For each staff indicate separately staff input for home and field work.
3 Field work means work carried out at a place other than the Consultant's home office.

Full time input

Part time input
 34

FORMTECH-8WORK SCHEDULE

Months2
N° Activity1
1 2 3 4 5 6 7 8 9 10 11 12 n
1
2
3
4
5

1 Indicate all main activities of the assignment, including delivery of reports (e.g.: inception, interim, and final reports), and other
benchmarks such as Client approvals. For phased assignments indicate activities, delivery of reports, and benchmarks separately
for each phase.
2 Duration of activities shall be indicated in the form of a bar chart.
 37

Section 4. Financial Proposal - Standard Forms

[Comments in brackets [ ] provide guidance to the shortlisted Consultants for the

preparation of their 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 under para. 3.6 of Section 2. Such Forms are to be
used whichever is the selection method indicated in para. 4 of the Letter of Invitation.

[The Appendix “Financial Negotiations - Breakdown of Remuneration Rates” is to be only

used for financial negotiations when Quality-Based Selection, Selection Based on
Qualifications, or Single-Source Selection method is adopted, according to the indications
provided under para. 6.3 of Section 2.]

FIN-1 Financial Proposal Submission Form

FIN-2 Summary of Costs

FIN-3 Breakdown of Costs by Activity

FIN-4 Breakdown of Remuneration

FIN-5 Reimbursable expenses

Appendix: Financial Negotiations - Breakdown of Remuneration Rates

 36 36

FORM FIN-1 FINANCIAL PROPOSAL SUBMISSION FORM

[Location, Date]

To: [Name and address of Client]

Dear Sirs:

We, the undersigned, offer to provide the consulting services for [Inserttitle of
assignment] in accordance with your Request for Proposal dated [Insert Date] and our
Technical Proposal. Our attached Financial Proposal is for the sum of [Insert amount(s) in
words and figures1]. This amount is exclusive of the local taxes, which shall be identified
during negotiations and shall be added to the above amount.

Our Financial Proposal shall be binding upon us subject to the modifications resulting
from Contract negotiations, up to expiration of the validity period of the Proposal, i.e. before
the date indicated in Paragraph Reference 1.11 of the Data Sheet.

Commissions and gratuities paid or to be paid by us to agents relating to this Proposal

and Contract execution, if we are awarded the Contract, are listed below2:

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

We remain,

Yours sincerely,

Authorized Signature [In full and initials]:

Name and Title of Signatory:
Name of Consultant:
Address:

1 Amounts must coincide with the ones indicated under Total Cost of Financial proposal in
Form FIN-2.
2 If applicable, replace this paragraph with: “No commissions or gratuities have been or are
to paid by us to agents relating to this Proposal and Contract execution.”
 37

FORMFIN-2 SUMMARY OF COSTS

Costs
Item [Indicate Foreign [Indicate Foreign [Indicate Foreign [Indicate
Currency # 1]1 Currency # 2]1 Currency # 3]1 Local Currency]

Total Costs of Financial Proposal 2

1 Indicate between brackets the name of the foreign currency. Maximum of three currencies; use as many columns as needed, and
delete the others.
2 Indicate the total costs, net of local taxes, to be paid by the Client in each currency. Such total costs must coincide with the sum of
the relevant Subtotals indicated in all Forms FIN-3 provided with the Proposal.
 38

FORM FIN-3 BREAKDOWN OF COSTS BY ACTIVITY1

Group of Activities (Phase):2 Description:3

Costs
Cost component [Indicate Foreign [Indicate Foreign [Indicate Foreign [Indicate
Currency # 1]4 Currency # 2]4 Currency # 3]4 Local Currency]
Remuneration5
Reimbursable Expenses 5
Subtotals

1 Form FIN-3 shall be filled at least for the whole assignment. In case some of the activities require different modes of billing and
payment (e.g.: the assignment is phased, and each phase has a different payment schedule), the Consultant shall fill a separate
Form FIN-3 for each group of activities. For each currency, the sum of the relevant Subtotals of all Forms FIN-3 provided must
coincide with the Total Costs of Financial Proposal indicated in Form FIN-2.
2 Names of activities (phase) should be the same as, or correspond to the ones indicated in the second column of Form TECH-8.
3 Short description of the activities whose cost breakdown is provided in this Form.
4 Indicate between brackets the name of the foreign currency. Use the same columns and currencies of Form FIN-2.
5 For each currency, Remuneration and Reimbursable Expenses must respectively coincide with relevant Total Costs indicated in
Forms FIN-4, and FIN-5.
 39

FORM FIN-4 BREAKDOWN OF REMUNERATION1

(This Form FIN-4 shall only be used when the Time-Based Form of Contract has been included in the RFP)

Group of Activities (Phase):

Input5 [Indicate [Indicate [Indicate

Staff- [Indicate
2 3 Foreign Foreign Foreign
Name Position month (Staff- Local
Currency # Currency # Currency #
Rate4 months) Currency]6
1]6 2]6 3]6
Foreign Staff
[Home]
[Field]

Local Staff
[Home]
[Field]

Total Costs
1 Form FIN-4 shall be filled for each of the Forms FIN-3 provided.
2 Professional Staff should be indicated individually; Support Staff should be indicated per category (e.g.: draftsmen, clerical staff).
3 Positions of Professional Staff shall coincide with the ones indicated in Form TECH-5.
 40

4 Indicate separately staff-month rate and currency for home and field work.
5 Indicate, separately for home and field work, the total expected input of staff for carrying out of activities or indicated in the Form.
6 Indicate between brackets the name of the foreign currency. Use the same columns and currencies of Form FIN-2. For each staff
indicate the remuneration in the column of the relevant currency, separately for home and field work. Remuneration = Staff-
month Rate x Input.
 41

FORM FIN-4 BREAKDOWN OF REMUNERATION1

(This Form FIN-4 shall only be used when the Lump-Sum Form of Contract has been
included in the RFP. Information to be provided in this Form shall only be used to establish
payments to the Consultant for possible additional services requested by the Client)

Name2 Position3 Staff-month Rate4

Foreign Staff
[Home]
[Field]

Local Staff
[Home]
[Field]
 42

1 Form FIN-4 shall be filled in for the same Professional and Support Staff listed in Form
TECH-7.
2 Professional Staff should be indicated individually; Support Staff should be indicated per
category (e.g.: draftsmen, clerical staff).
3 Positions of the Professional Staff shall coincide with the ones indicated in Form TECH-5.
4 Indicate separately staff-month rate and currency for home and field work.
.
 43

FORM FIN-5 BREAKDOWN OF REIMBURSABLE EXPENSES1

(This Form FIN-5 shall only be used when the Time-Based Form of Contract has been included in the RFP)

Group of Activities (Phase):

[Indica [Indica [Indica
te te te [Indicat
Unit
N Qua Foreig Foreig Foreig e Local
Description2 Unit Cost
° 3 ntity n n n Currenc
Curren Curren Curren y]4
cy # 1]4 cy # 2]4 cy # 3]4

Per diem allowances Day

International flights5 Trip

Miscellaneous travel Trip
expenses
Communication costs
between [Insert place] and
[Insert place]
Drafting, reproduction of
reports
Equipment, instruments,
materials, supplies, etc.
Shipment of personal Trip
effects
Use of computers,
software
Laboratory tests.
Subcontracts
Local transportation costs
Office rent, clerical
assistance
Training of the Client’s
personnel 6
 44

Total Costs
1 Form FIN-5 should be filled for each of the Forms FIN-3 provided, if needed.
2 Delete items that are not applicable or add other items according to Paragraph Reference 3.6 of the Data Sheet.
3 Indicate unit cost and currency.
4 Indicate between brackets the name of the foreign currency. Use the same columns and currencies of Form FIN-2. Indicate the
cost of each reimbursable item in the column of the relevant currency. Cost = Unit Cost x Quantity.
5 Indicate route of each flight, and if the trip is one- or two-ways.
6 Only if the training is a major component of the assignment, defined as such in the TOR.
 45

FORM FIN-5 BREAKDOWN OF REIMBURSABLE EXPENSES

(This Form FIN-5 shall only be used when the Lump-Sum Form of Contract has been
included in the RFP. Information to be provided in this Form shall only be used to establish
payments to the Consultant for possible additional services requested by the Client)

N° Description1 Unit Unit Cost2

Per diem allowances Day

International flights3 Trip

Miscellaneous travel expenses Trip

Communication costs between
[Insert place] and [Insert place]
Drafting, reproduction of reports
Equipment, instruments,
materials, supplies, etc.
Shipment of personal effects Trip

Use of computers, software

Laboratory tests.

Subcontracts

Local transportation costs

Office rent, clerical assistance

Training of the Client’s
personnel 4
1 Delete items that are not applicable or add other items according to Paragraph Reference
3.6 of the Data Sheet.
2 Indicate unit cost and currency.
3 Indicate route of each flight, and if the trip is one- or two-ways.
4 Only if the training is a major component of the assignment, defined as such in the TOR.
 46

FORM FIN-6 CONSULTANT’S REPRESENTATIONS REGARDING COSTS AND

CHARGES

Consulting Consultant: Country:

Assignment: Date:

We hereby confirm that:

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

(b) attached are true copies of the latest salary slips of the staff members listed;

(c) the away from headquarters allowances indicated below are those that the Consultants
have agreed to pay for this assignment to the staff members listed;

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

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

[Name of Consulting Consultant]

Signature of Authorized Representative Date

Name:

Title:
 47

FORM FIN- 7 CONSULTANT’S REPRESENTATIONS REGARDING COSTS AND CHARGES

(Expressed in [insert name of currency])

Personnel 1 2 3 4 5 6 7 8
Proposed Fixed Proposed Fixed
Basic Salary Away from
Social Rate per Rate per
per Working Overhea Subtota Headquart
Name Position Charge Fee2 Working Working
Month/Day/Y d1 l ers
s1 Month/Day/Ho Month/Day/Ho
ear Allowance
ur ur1
Home Office

Field

1. Expressed as percentage of 1
2. Expressed as percentage of 4
 SECTION 5. TERMS OF REFERENCE

HIRING EXTERNAL AUDIT FIRM FOR AUDITING PROJECTS FUNDED BY KFW /

FUNDS DISBURSED UNDER THE “DISPOSITION FUND PROCEDURE"

BACKGROUND

The Government of Rwanda (GoR) has prioritized climate resilience and green economy pathways to
achieve sustainable development. This is reflected in the Economic Development and Poverty
Reduction Strategy II (EDPRS II), National Strategy for Transformation (NST1) and (NST2) as well
as the Green Growth and Climate Resilience Strategy (GGCRS) that was approved by Cabinet in
2011. The National Fund for Environment was identified as the sustainable financing mechanism for
the GGCRS.

FONERWA has been operational since October 2012 and has to date mobilized resources from
various sources/donors that include bilateral, multi-lateral agencies and contributions from the
Government of Rwanda. Among the Development Partners is KfW Development Bank with initial
financing of EUR 6.7 million in November 2014, additional financing of EUR 900,000 in October
2017, EUR 1,300,000 in November 2018, EUR 7 million in November 2018, EUR 2,600,000 in
February 2021 and EUR 30,000,000 in March 2022 for Sustainable Urban Development in Rwanda –
Green City Kigali.
The purpose of the Project is financing of a sustainable urban District on a 15.8 ha pilot site within the
framework of Green City Kigali Project.

THE DISPOSITION FUND (“SUBJECT MATTER”)

1. The Disposition Fund is opened under the financial BMZ-NO. 2018 68 520 to support
Sustainable Development in Rwanda - Green City Kigali as defined in the Annexes “Total Cost
and Financing” and “Disbursement Procedure” to KfW’s Separate Agreement and consists of
the following account(s):
Special Account No 1000125257; Account Name GREEN CITY KIGALI
PROJECT, Euro Currency opened with National Bank of Rwanda-BNR.

2. The financial information has to be established in accordance with consistently applied

accounting standards and the underlying agreements governing the use of funds, notably the
Agreement(s) including the corresponding Separate Agreement as well as other agreements
channelling Funds to third parties on a grant or loan basis (together the “Relevant
Agreements”).

SCOPE OF WORK
 3. This assignment is a reasonable assurance engagement in accordance with International
Standards on Assurance Engagements as published by the International Auditing and Assurance
Standards Board of the International Federation of Accountants, with special reference to ISAE
3000 revised and will include such procedures as the auditor/practitioner considers necessary
(including on-site visits).
Please note: We do not accept a limited assurance engagement.

4. The assurance engagement

 will be carried out annually (“Reporting Period”);
 shall cover only expenditures/costs under this Disposition Fund.

5. The objective of the assurance engagement is to permit the auditor/practitioner to express a

conclusion on the Subject Matter Information (see paragraph 3) and to obtain reasonable
assurance on expenditure of project funds / incurred project costs, i.e. whether the Subject
Matter Information is free from material misstatement regarding proper use of KfW funds
according to the criteria (“Criteria”) listed in Annex A.
6. The auditor/practitioner shall consider that mere account transfers as well as advance payments
to Project Partners and service providers which have not been cleared until the end of the
Reporting Period cannot be classified as “incurred cost” or “use of funds” and shall be shown
separately in Annex B (as “New project receivables”).
7. The auditor/practitioner shall express his conclusion with reasonable assurance to each
criterion listed in Annex A.

8. The Reporting Period from 1st July 2024 to 30th June 2025 total estimated expenditure for the
period is amounting to FRW 531,000,000 were/will presumably be transferred to the
Disposition Fund.

Report
9. The Report(s) shall
a) be issued by a renowned auditor/ practitioner in English;
b) be presented (as signed final version only and approved by the Entity) not later
than 1 month after the end of the Reporting Period;
c) state in a separate paragraph any tax amounts or other project related
contributions paid and not refunded, if the Relevant Agreements prohibit
financing of these costs;
d) comprise the auditor’s/practitioner’s statement on the seriousness of
observations noted including the consequences of specific deficiencies, if any;
e) contain the following annexes:
 Annex A and B (completely filled)
 Definition of “Relevant Documents” for procurement (Annex C)
 These ToR.

Management Letter / Statement on Internal Control

10. The auditor/ practitioner shall prepare a “Management Letter” or “Statement on Internal
Control” in which he will:
(a) give comments, observations and recommendations on
  the accounting records,
 systems and controls examined (with special focus on the handling of
project receivables such as advances, tax claims, etc).
 procurement systems, procedures and controls (with special focus on
conformity to KfW guidelines and other relevant documentation agreed
upon, see Annex C of these ToR). In case of comments on procurement
systems, these shall be presented in a separate chapter and shall include a
list of all affected contracts with contract values.
(b) identify specific deficiencies and areas of weakness in relevant systems and
controls that have come to the auditor’s/practitioner’s attention, rank them
according to importance and make recommendations for their improvement.
(c) report on actions taken by the management to make improvements with respect to
deficiencies and areas of weakness reported in the past.
(d) bring to the management’s attention any other matters that the auditor/ practitioner
considers pertinent.
(e) insert the management's position on each of his observations.
The financial impact of findings must be quantified.

Timeframe/duration

11. The assignment is envisaged to require not more than 30 days /a month and is expected to start
after the signature of this audit engagement.

Liability

12. The amount of the professional liability insurance shall be based on local/regional standards for
audit companies. When prompted to do so, the auditor/practitioner will provide KfW with
evidence of his liability insurance.

Review

13. The auditor/practitioner shall keep documentation supporting his conclusion until at least five
years after completion of the assurance engagement and shall have them accessible at all times
for review by KfW or any third party commissioned by KfW.

14. Requirements for the auditors

14 .1 Qualifications and experience of staff

The firm should be registered in Rwanda and should be a member of the Institute of Certified Public
Accountants of Rwanda (ICPAR) and commit to undertake this engagement in accordance with the
International Federation of Accountants (IFAC) standards and ethics.
The audit team should have experience with audits of development aid programmes and projects with
changing size and complexities funded by national/ international donors and institutions. The audit
team should be fluent in English language.

15. Team composition

Category 1 – Audit Partner (1)

An audit partner should be a highly qualified expert with a relevant professional qualification and
assuming or having assumed senior and managerial responsibilities in audit practice. He/she should be
a member of ICPAR and registered as a public auditor and must have at least 8 years of professional
experience as a professional Auditor. He/she should have a Bachelor’ degree in accounting or finance
and Professional Accountant (CA, ACCA, CPA, etc.) service certificate as proven experience)

The audit partner is responsible for the audit and its performance, and for the audit report that is issued
on behalf of the firm. He/she has the appropriate authority from a professional, legal or regulatory
body and is authorized to certify accounts by the laws of Rwanda.
Category 2 - Audit Manager (1)
The Audit manager should be a qualified expert with a professional qualification. He/she should have
Bachelors’ degree in accounting or finance and Professional Accountant (CA, ACCA, CPA, etc.) with
a minimum of 6 years post qualification experience in the audit of funded projects (service certificate
as proven experience)
Category 3 – Senior Auditor (1)
Senior auditors should be with a relevant university degree in accounting or finance or professional
qualification CPA/ACCA and at least 5 years’ professional experience in audit practice. The
qualification experience in the audit of funded projects (service certificate as proven experience)
Category 4 – Auditor (1)
Assistant auditor should have a relevant university degree in Finance or accounting and professional
qualification CPA, ACCA at least 3-year professional experience in audit participance, (Service
certificate as proven experience)

16. Curricula vitae (CV)

The Auditors will provide to FONERWA with CV of the partner and others in the audit firm who is
responsible for the audit and for signing the report together with the CVs of the audit managers, senior
auditors and assistant auditors proposed as part of the audit team. CVs will include appropriate details
on the type of audits carried out by the staff indicating capability and capacity to undertake the audit as
well as details on relevant specific experience. The proven working experience in audit (service
certificate) is mandatory required for each audit team member. The service certificate provided
by the firm to its staff should be accompanied with her/his contract/appointment letter

17. Skills and team work

Required skills:
a) Thorough understanding of financial audit standards, financial regulations and procedures;
b) Demonstrated experience working on internationally funded projects;
c) Demonstrated experience of conducting external audit for environment project expenditure audit;
d) Auditing firm staff should have high report writing and presentation skills;
e) Auditing firm staff should be fluent in English Language.

Teamwork (requirement of auditing firm staff):

a) Good interpersonal skills;
b) Ability to work with partners and to maintain effective working relations;
c) Display adaptability;
d) Contributes effectively in team-based activities, sharing knowledge and information.

18. Available information

The auditing firm will have access to all legal documents, correspondences, and any other information
associated with the project and deemed necessary by the auditor. The auditor will also obtain
confirmation of amounts disbursed and outstanding at the Bank.

Annex A (to be attached to every Report as integral part)

SUMMARY
Name of Project: … KfW Ref. No. …
Subject Matter: Disposition Fund (all Project Accounts stated in Annex B)
Reporting Period: …

Within the scope of our reasonable assurance engagement under the Project, performed in
accordance with the International Standard on Assurance Engagements ISAE 3000 (Revised), we
give our conclusion on the following criteria:

**Conclusion Summary of work

(YES/ Yes, performed
Applied Criteria
except for …/ (see para. 69 of ISAE
NO) 3000)
a) All payments made from any of the Project
Accounts and all costs incurred stated in Annex
B (Entity and Implementation Units) were in
accordance with the Project purpose as
specified in the Relevant Agreements.
b) The Disposition Fund has been maintained in
accordance with the provisions of the Annex
“Disbursement Procedure” to the Separate
Agreement, among others:
 Cash flows of KfW Funds to final
beneficiaries and between Project Accounts
(Annex B) can be traced without any gaps;
 Interest income or other project related
receipts have been credited to Project
Accounts;
  No contract value exceeds the maximum
amount limit of EUR 500,000;
 Balance(s) on Local Special Account(s) do
not exceed the requirement of one month;
 Exchange rates used are plausible and have
been applied consistently;
 Balance(s) in petty cash box(es) do not
exceed the cash requirement for one day;
 The costs are in line with the budget
positions agreed with KfW;
 Fixed Asset registers have been maintained
properly.
c) The following items are supported by
relevant and reliable evidence (such as
contracts, invoices, guarantees, procurement
documentation etc.):
 expenditures from the Project Accounts
(Annex B);
 incurred costs paid;
 cleared advances of former periods by
the Entity or Implementing Partners.
There are no indications that any expenditure
had already been financed by other sources.
d) The SOE sent to KfW during the Reporting
Period can be relied upon to support the related
disbursement requests. Clear linkage exists
between the SOE and disbursement requests
presented to KfW and the accounting records of
the Entity.
e) Goods and Services have been procured by
the Entity and the Implementation Units in
accordance with the Relevant Agreements,
especially the applicable KfW “Guidelines for
the Procurement of Consulting Services,
Works, Plant, Goods and Non-Consulting
Services in Financial Cooperation with Partner
Countries”, and any other relevant document
(see Annex C), including adherence to all
required No-Objections, thresholds and
associated conditions.
f) No other important findings and observations In addition: Please
have been disclosed during the engagement. indicate here whether a
management letter has
been issued or not.
g) Material observations raised in previous
audits have been cleared – not applicable in
case of first report hereunder.

**Note: Please insert

  “YES” in case of an unqualified conclusion;
 “YES, except for …” in case of a qualification;
 “NO” in case of another modification of the conclusion.

All modifications of the conclusion require a reference to a detailed description in the Report or
Management Letter.

The following costs are questionable / ineligible

Sample size Currency / amount Reference to Report or

Management Letter

Any questionable/ ineligible cost shall be detailed in the Report or Management Letter with an
explanation stating facts and reasons.
Annex B (to be attached to every Report as integral part)
Project Account Summary
Name of Project: … KfW Ref. No. …
Subject Matter: Disposition Fund (all Project accounts mentioned here)
Reporting Period: …

The following Project Accounts have been considered for this reasonable assurance
engagement:
Currenc Account Account Country Financed by
y Number Holder …
(KfW or
other)
Special Account
Local Account
Sub-account
Implementation
Unit (IU) 1
Sub-account
Implementation
Unit (IU) 2
…
Other Project-
related
Account** - if
any -
**e.g., for tender costs, retention etc.

The cash flows on these Project accounts are as follows:

Special Local Sub- Sub- Cash Bo

Account Account account account x
No… No… IU 1 IU …
Account Account Account Account Currency
Curren Currenc Currency: Currenc :
cy: y: y:

A) Opening Balance
B) Inflow of KfW
funds Plus

C) If any: credit
interest or other
Plus
project related
receipts
 D) Incoming
transfers - only from
Plus
accounts indicated
in this table
E) Outgoing
transfers – only
from accounts Less
indicated in this
table
F) Total costs paid
(liabilities must not
Less
be considered
hereunder)
G) If any: New
project receivables
(such as advances)
Less
not cleared until the
end of the reporting
period
H) Closing Balance

In case of further project accounts: Please add further columns.

Supplement 1: Project receivables

FONERWA Implementatio IU 2 IU 3 IU …
n Unit 1
Currency: Currency: Currency: Currency: Currency:
1.) Opening
balance (e.g.
advances
paid but not
cleared by
the end of
previous
Reporting
Period
2.) Les
Receivables s
paid in
previous
Reporting
Periods and
cleared
during
current
Reporting
Period
3.)
Receivables
paid in
current
reporting
period and
not cleared Plus
by the end
of current
Reporting
Period
(line G
above)
4.) Total
project
receivables
not cleared
by the end
of current
Reporting
Period
Please note: Receivables paid and cleared within this Reporting Period are to be
considered as “actual costs paid” (line F above) and are not to be considered here.

Supplement 2: Retention Account

- If any - Balance Retention Account by the end of this
reporting period:
Annex C (to be attached to every Report as integral part)

Definition of “Relevant Documents” for Procurement

The Separate Agreement is always applicable and defines the details of the procurement
procedures and potential relevance of the other documents/ rules/ laws listed below:

Separate Agreement, dated … (incl. KfW’s Procurement Guidelines)

Procurement-relevant amendments (or attachments) to the Separate Agreement,
e.g., by Minutes of Meeting, dated …
Procurement (Procedures) Manual (if applicable; has preference over the Separate
Agreement), dated …
Procurement Plan, dated … (current version)
 12

Section 6. STANDARD CONTRACT OF CONSULTANCY

SERVICES FOR SMALL ASSIGNMENTS

 13

REPUBLIC OF RWANDA

Consultancy Contract

For ……………….

by and between

The Government of Rwanda

Name of the Procuring entity:...............................

And

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

Contract number: …………………….

Contract amount and currency: …………………………
Contract duration: ………………..
Contract administrator/Manager: ………………….
Date of contract: ……………………..
 14

CONSULTANCY SERVICES CONTRACT

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

Introduction

Whereas:
1. …………………
2. …………………
3. …………………
4. ………………...

Now therefore the parties hereby agree as follows

Article One: The object of this contract

The object of this contract is to provide the Client with the consultancy services for the
…………………………………, as detailed in the terms of reference attached to this Contract
as Annex I. and constituting integral part of this contract.

Article 2: Definitions

(1) Contract means, this agreement entered into between ………. and …….Ltd together with
the contract documents referred to in this Contract that may include any amendments thereto.
(2) Contract Documents means the documents listed under Article 4 of this contract
including any amendments thereto.
(3) Contract Price means the total price payable to the Consultant as specified in the
Contract Agreement, subject to such additions and adjustments thereto or deductions there
from, as may be made pursuant to the Contract
(4) Completion means the fulfilment of the related services by the Consultant in accordance
with the terms and conditions set forth in the Contract Documents and with the requirements
of the profession.

(5)Day means calendar day.

(
 15

(6) Force Majeure shall include, without limitation: Acts of God; acts of war, terrorism or
the public enemy, strikes, lockouts or other civil disturbances, riots, hurricanes, floods, fires,
explosions or destruction from any involuntary cause of any character either similar or
dissimilar to the foregoing reasonably beyond the control of the party failing to perform.

(7) In writing means communicated in written form with proof of receipt

(8) Subcontractor means any natural person, private or government entity, or a combination
of the above, to which any part of the assignment to be performed or execution of any part of
the related services is subcontracted by the Consultant

(9) Corrupt practice means the offering, giving, receiving, or soliciting, directly or indirectly,
of anything of value to influence a civil servant or Government entity;

(10) fraudulent practice means any act or omission, including a misrepresentation, that
knowingly or recklessly misleads or attempts to mislead a civil servant to obtain a financial or
other benefit or to avoid an obligation;

(11) Collusive practice means arrangement between two or more parties designed to achieve
an improper purpose, including influencing another party or the civil servant;

(12) Coercive practice means any act intending to harm or threaten to harm directly or
indirectly persons, their works or their property to influence their participation in the
procurement process or affect its performance;

(13) Obstructive practices means destroying, falsifying, altering or concealing of evidence

material to the investigation or making false statements to investigators deliberately in order to
materially impede investigations into allegations of a corrupt, coercive or collusive practice:
and/or threatening, harassing or intimidating any party to prevent him/her from disclosing
his/her knowledge of matters relevant to the investigation or from pursuing the investigations.

Article 3: Management of the contract

The ………….. in charge of ……….. shall ensure the management of this contract on behalf
of the Client.

Article 4: Contract Documents

The services shall be performed in accordance with the Contract Documents listed below in
the order of their priority.
1. This Contract
2. Annex I: Terms of reference
3. The minutes of negotiations
 16

4. The Notification
5. The Request for proposal
6. The proposal, both technical and financial

Should there be any conflict or ambiguity between any of the above listed documents, priority
shall be given in the order as listed above.

Article 5: Consultant's General Responsibilities

1. The Consultant shall perform its obligations under this Contract with due diligence and
efficiency and in conformity with sound professional, administrative and financial
practices.
2. The Consultant shall act at all times so as to protect, and not be in conflict with, the
interests of the Client, and shall take all reasonable steps to keep all costs and expenses at
a reasonable level.
3. The Consultant shall be responsible for work or services performed by its agents, servants,
employees, subcontractors and independent contractors in connection with this Contract.
To this end, and without limiting the generality of the foregoing, the Consultant shall
select reliable persons who will perform effectively and conform to the highest standards
of professional, moral and ethical conduct.
4. The Consultant shall respect and abide by all applicable laws, regulations and ordinances,
and shall take all reasonable measures to ensure that its agents, servants, employees,
subcontractors and independent contractors do so.
5. The consultant shall, at all times in relation with this contract, be a liable advisor of the
client in accordance with professional ethics;
6. The consultant shall not be allowed to take any decision on behalf of the client without the
latter’s prior written consent
7. The consultant shall refrain from anything that may compromise his/her independence
during the performance of the assignment

Article 6: Location

The Services shall be performed at ………………………………….(place).

Article 7: Duties and Obligations of the Parties

7.1. The Consultant shall, among others:

a. Perform the duties and obligations under this Contract as specified in the Terms of
reference;
b. Submit reports and other required deliverables in the time and conditions specified in the
terms of reference;
c. …………………………..
 17

d. ………………………….

7.2. The Client shall:

a. Pay the invoices submitted by the Consultant within the time limit specified in this
contract.
b. Provide all documentation, materials, or any necessary information in its possession
required for the good performance of the service;
c. Approve all required reports or give relevant recommendations within fifteen (15) days. If
the client fails to approve or give any feedback within that period the report shall be
considered as approved ;

Article 8: Deliverables and Penalty on Delayed Reports

The Consultant shall submit to the Client reports or deliverables as specified in the terms of
reference on Services rendered during the period reported on. In the event that such report or
deliverable is not timely submitted to the Client by the Consultant within the period specified
in the terms of reference, the Consultant shall incur a penalty fee of 1‰ of the total of the
contract price for each day of delay until such report has been delivered to the Client. Once
the maximum is reached, the client may terminate the contract or extend its duration until full
completion. However such extension of the contract shall not exceed..................... days/month
and penalties shall continue to accrue until full completion of the contract or termination.

Article 9: Contract Price

a. The contract price for the consultancy services is ………….. (Rwandan Francs)
(Rwf………….) all taxes Inclusive. The contract price is fixed and cannot be revised
during the course of the contract, or during any extension of time thereof.
b. The contract price includes any fees, expenses or any other cost that the Consultant might
incur in relation with this contract and no reimbursable shall be claimed by the Consultant.

Article 10: Billing and Payment modalities

a. The Consultant shall be paid upon presentation to and approval by the Client of an invoice
according to the payment periodicity specified in the terms of reference.
b. Each invoice shall be accompanied with a report as required in the terms of reference and
approved by the Client. No invoice shall be accepted by the Client nor delays in payment
considered if the invoice is not accompanied by such a report.
c. In the event of a disputed invoice, the Client shall notify the Consultant in writing of the
disputed amount within three (3) days of the invoice date, specifically identifying the
reason for the dispute, and pay all undisputed amounts owed while the dispute is under
negotiation. Upon the resolution of a disputed invoice, the Client shall pay the remaining
portions, if any, of such invoice.
d. All payments shall be paid to the following account:

Account Holder: ……………………..

Account number: …………………
 18

Bank Name: ………………

Bank Address:………………..

e. Notwithstanding the foregoing or anything to the contrary contained herein, the

Consultant may, in its sole discretion and with thirty (30) days prior written notice to
Client, change the account to which such payments are to be made, subject to the
requirements by relevant authorities.

Article 11: Duration of the Contract

This contract is concluded for a period of …………… (…) days/months/years starting from
the date of signing of this contract by both parties, unless terminated earlier or extended by
agreement of the parties in an executed addendum to this contract.

Article 12: Termination:

a. In the event of unsatisfactory performance remedial measures shall be undertaken failure
to which termination of the Contract will be an available option to the aggrieved party in
accordance with the termination clauses under this Contract.
b. Subject to the relevant articles of this Contract, either party may, upon giving thirty (30)
days written notice identifying specifically the basis for such notice, terminate this
Contract for breach of a material term or condition of this Contract unless the party
receiving the notice cures such breach within such thirty (30) day period.
c. The Client may at any time and without assigning cause, terminate thisContract by giving
at least thirty (30) days prior written notice of termination to the Consultant. During such
period, the Contract shall remain in full force and effect and both parties shall continue to
perform in accordance with this Contract.
d. The Client may terminate this contract by serving a seven (7) day written notice:
i. If, in the judgment of the Client, the Consultant has engaged in fraud and
corruption, in competing for or in executing this Contract;
ii. If the Consultant has been declared insolvent or bankrupt by a competent court.
iii. The Consultant has subcontracted this contract without informing and
agreeing with the Client;
iv. The Consultant refuses to use the prescribed materials as expected by the
Client;
v. The Consultant fails to observe the laws and rules of Rwanda, to comply with
any final decision reached as a result of court or arbitration proceedings, or the
Client’s instructions;
vi. The Consultant demonstrates general negligence, alienation or involves
himself in some activities that dispose the Client’s rights
vii. The Consultant fails to start the work for three (3) consecutive days from the
date of signing this contract.
e. The contract shall be automatically terminated when the Consultant deserts his duties.
 19

Upon termination of this Contract, the Client shall pay to the Consultant remuneration for
Services satisfactorily performed prior to the effective date of termination, without prejudice to
any remedy available to the client.

Article 13: Relationship

Nothing contained in this Contract shall be construed as establishing or creating between the
Client and the Consultant the relationship of master and servant, principal and agent or
employer and employee; it being understood that the Consultant is an independent contractor
in relation to the Client. No person engaged by the Consultant in connection with the
performance of any obligation under this Contract shall be regarded as an agent, servant,
employee of the Client, and the Consultant shall be solely responsible for all claims by such
persons arising out of or in connection with their engagement by the Consultant. The
Consultant shall inform such persons of the foregoing.

Article 14: Assignment of Personnel

Other than persons specifically named in this Contract, no person shall be assigned by the
Consultant to work or perform services in connection with this Contract until after the
Consultant has notified of the Client of the identity of such proposed persons and has
provided the Client with their curricula vitae, and the Client has notified the Consultant that
the Client approves of such assignments.

Article 15: Removal and/or replacement of Personnel

a. Except as the Client may otherwise agree, no changes shall be made in the personnel. If
for any reason beyond the reasonable control of the Consultant, it becomes necessary to
replace any of the personnel, the Consultant shall promptly provide as a replacement a
person of equivalent or better qualifications, subject to a written approval of the Client of
the proposed personnel.
b. If the Client (i) finds that any of the personnel has committed a criminal action or, or (ii)
has reasonable cause to be dissatisfied with the performance of any of the personnel then
the Consultant shall, at the Client’s written request specifying the grounds therefore,
promptly provide as a replacement a person with equivalent or better qualifications
c. Such withdrawal or replacement shall not be a cause for suspension of the Contract.
d. Any costs or expenses resulting from any withdrawal or replacement of persons pursuant
to paragraph a. and b. of this Article shall be borne by the Consultant, and the payment to
be made by the Client for any of the personnel provided as a replacement shall not exceed
the payment which would have been made in respect of the personnel replaced.

Article 16: Workmen's Compensation and other Insurance

a. The Consultant shall take out and maintain:

 20

i. All applicable workmen's compensation and liability insurance with respect to its
agents, servants and employees performing work or services in connection with this
Contract;
ii. Liability insurance in an appropriate amount for death, bodily injury or damage to
property arising from the operation of any vehicles, boats or airplanes or other
equipment owned or leased by the Consultant or its agents, servants, employees,
subcontractors and independent contractors performing work or services in connection
with this Contract;
iii. Comprehensive general liability insurance in an appropriate amount for all claims for
death,
iv. bodily injury or damage to property, including, but not limited to, products liability,
arising from acts performed or omissions committed by the Consultant, its agents,
servants, employees, subcontractors and independent contractors in connection with
this Contract; and
v. Such other insurance as may be agreed upon between the Client and the Consultant.
b. The Consultant shall ensure that all policies of insurance referred to above, other than for
workmen's compensation, shall name the Client and, where appropriate, subcontractors
and independent contractors concerned, as additional insured parties.
c. Upon request by the Client, the Consultant shall provide evidence, to the reasonable
satisfaction of the Client, of the insurance referred to above and shall give the Client
reasonable advance notice of any proposed changes related to such insurance.
d. The Client undertakes no responsibility to provide life, health, accident, travel or any
other insurance coverage which may be necessary or desirable in respect of any persons
performing services in connection with this Contract.

Article 17: Source of Instructions

The Consultant, its agents, servants, employees, subcontractors and independent contractors,
shall neither seek nor accept instructions from any authority external to the Client in
connection with the performance of their obligations under this Contract, and shall refrain
from any action which may adversely affect the Client. The Consultant shall take all
reasonable measures to ensure that its agents, servants, employees, subcontractors and
independent contractors comply with the provisions of this Article.

Article 18: Officials not to Benefit

The Consultant warrants that no Government official or employee has been or will be, directly
or indirectly, offered or given any inducement or benefit in connection with this Contract or
the award thereof.

Article 19: Subcontracting

The Consultant shall engage no subcontractor to perform any work or services in connection
with this Contract unless the Consultant shall have notified the Client of the identity of the
proposed subcontractor and the Client shall have notified the Consultant of its approval of the
engagement of the subcontractor. The approval by the Client of the engagement of a
subcontractor shall not relieve the Consultant of any of its obligations under this Contract or
 21

from its responsibility for the work or services performed by the subcontractor. The terms of
any subcontract shall be subject to and in conformity with the provisions of this Contract.

Article: 20: Fraud and Corruption

If the procuring entity determines that the Consultant, his employees, agents, subcontractors,
or any other person acting in the name or on the account of 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 15 days notice to the
consultant terminate the contract.

Article 21: Assignment

The Consultant shall not assign, transfer, pledge or make other disposition of this Contract or
any part thereof or of any of the Consultant's rights, claims or obligations under this Contract
except after obtaining the prior written approval of the Client.

Article 22: Confidential Nature of Documents

a. All maps, drawings, photographs, mosaics, plans, manuscripts, records, reports,

recommendations, estimates, documents and all other data (referred to hereinafter in this
Article as "documents") compiled by or received by the Consultant or its agents, servants,
employees, subcontractors or independent contractors in connection with this Contract
shall be the property of the Client, shall be treated as confidential and shall be delivered
only to duly authorized Client’s officials on completion of work or services under this
Contract or termination of the Contract, or as may otherwise be required by the Client.
b. In no event shall the contents of such documents or any information known or made
known to the Consultant by reason of its association with the Client be made known by
the Consultant or its agents, servants, employees, subcontractors or independent
contractors to any unauthorized person without written approval of the Client.
c. Subject to the provisions of this Article, the Consultant may retain a copy of documents
produced by the Consultant.
d. The Consultant shall take all reasonable measures to ensure that its agents, servants,
employees, subcontractors and independent contractors comply with the provisions of this
Article.
e. The obligations in this Article do not lapse upon termination of this Contract.

Article 23: Use of Name, Emblem or Official Seal of the Client

The Consultant, its agents, servants, employees, subcontractors and independent contractors
shall not advertise or otherwise make public the fact that it is performing, or has performed,
work or services for the Client or use the name, emblem or official seal of the Client or any
abbreviation of the name of the Client in connection with its business for advertising purposes
or for any other purposes. The Consultant shall take all reasonable measures to ensure
 22

compliance with this provision by its agents, servants, employees, subcontractors, and
independent contractors. This obligation does not lapse upon termination of the Contract.

Article 24: Copyright, Patents and Other Proprietary Rights

a. All intellectual property and other proprietary rights, including but not limited to patents,
copyrights and trademarks with regard to maps, drawings, photographs, mosaics, plans,
manuscripts, records, reports, recommendations, estimates, documents and other
materials, (referred to hereinafter in this Article as "materials") except pre-existing
materials, publicly or privately owned, collected or prepared in consequence of or in the
course of the performance of this Contract, shall become the sole property of Client,
which shall have the sole right to publish the same in whole or in part and to adapt and use
them as may seem desirable, and to authorize all translations and extensive quotations
there from. If the Consultant incorporates in its materials any previously published or
unpublished materials, it shall obtain permission for the publication, use and adaptation in
any language free of cost to the Client from the persons in whom any existing copyrights
therein may be vested and produce evidence to the Client of such permission.
b. The Consultant agrees that it will forthwith disclose and assign to the Client all
discoveries, processes, or inventions, made or conceived in whole or in part by it alone or
in conjunction with others relating to or arising out of this Contract, and the said
discoveries, processes, or inventions, shall become and remain the property of the Client,
whether or not patent applications are filed thereon.
c. Upon request by the Client and at its expense, the Consultant shall take all necessary
steps, execute all necessary documents and generally assist the Client in securing such
proprietary rights and transferring them to the Client in compliance with the requirements
of the applicable law.
d. The obligations in this Article do not lapse upon termination of the Contract.

Article 25: Equipment and Materials Furnished by the Client

Equipment and materials made available to the Consultant by the Client, or purchased by the
Consultant with funds provided by the Client, shall be the property of the Client and shall be
marked accordingly. Upon termination or expiration of this Contract, the Consultant shall
make available to the Client an inventory of such equipment and materials and shall dispose
of such equipment and materials in accordance with the Client’s instructions.

Article 26 - Amendments

No modification of or change in this Contract, waiver of any of its provisions or additional

contractual provisions shall be valid or enforceable unless previously approved in writing by
 23

the parties to this Contract or their duly authorized representatives in the form of an
amendment to this Contract duly signed by the parties hereto.

Article 27: Liability

The Consultant shall be liable to fully indemnify, defend and hold harmless the Client for and
against all and any losses or damages which the Client may suffer or incur (whether directly
or indirectly) as a result of the breach of this Contract by the Consultant or as a result of
damages caused by the Consultant’s employees.

Article 28: Limitation of Liability

Neither the Consultant, nor any of its officer, director, principal, employee, its agents,
servants, employees, subcontractors or independent contractors shall be liable to the Client for
any loss incurred by the Client in connection with the matter to which this Contract relates,
except a loss resulting from the willful misconduct or gross negligence on the part the
Consultant. Under no circumstances shall the Consultant be liable to Client for any special,
incidental, indirect, punitive or consequential loss or damage of any nature except as provided
for under this Contract.

Article 29: Approval and Consents

An approval or consent by a party under this Contract shall only be valid if in writing but
shall not relieve the other party from responsibility for complying with the requirements of
this Contract nor shall it be construed as a waiver of any rights under this Contract except as
and to the extent otherwise expressly provided in such approval or consent, or elsewhere in
this Contract.

Article 30: Force Majeure

a. If either party is rendered unable, wholly or in part, by Force Majeure (as hereinafter
defined) or any other cause of any kind not reasonably within its control, to perform or
comply with any obligation or condition of this Contract, upon giving written notice to the
other party within five (5) days of the occurrence of the Force Majeure event, such
obligation or condition and liability therefore shall be suspended during the continuance
of the inability so caused; however, such period shall not exceed sixty (60) days from the
giving of written notice. Upon expiration of the sixty (60) days from the giving of written
notice, if the event of Force Majeure has not been overcome, this Contract may be
terminated at the option of either party. The party claiming Force Majeure shall use its
persistent, good faith and commercially reasonable efforts to overcome the event of Force
Majeure. Strikes or labor trouble shall be deemed beyond the reasonable control of the
party claiming Force Majeure, and such party shall under no circumstances be required to
make any concessions or concede any demands to the party or parties causing the strike or
labor trouble.
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b. 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.

Article 31: Entire Agreement and Severability

This Contract constitutes the entire agreement of the parties regarding the subject matter
hereof, and supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.

Article 32 - Good Faith

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.

Article 33: Governing Law, Dispute resolution and Language

a. Governing Law
i. “This Contract shall be governed by and construed in accordance with the laws of the
Republic of Rwanda.
ii. The Parties have further agreed that if the provisions of this Contract are inconsistent
with the effective laws of the Republic of Rwanda, the inconsistent provision shall be
amended and brought in conformity with the law.
iii. Invalidity of one or more provision or articles of this Contract shall not invalidate any
other provisions or the Contract as a whole. If a provision is found to be invalid or
contravenes national legislation, the parties will agree on amendment of the provision
and in the case of disagreement, the matter shall be referred to the Minister of
Justice/Attorney General for legal advice. In case the matter is not resolved, it shall be
submitted to the competent courts of Rwanda for an equitable solution”.
b. Dispute Resolution

i. Amicable solution:

Any dispute or differences between the parties arising out of this Contract shall in the first
instance be settled amicably by submitting such a dispute to a panel of senior representatives
of the Parties to consider and resolve the Dispute. Each senior representative serving on such
panel shall have full authority to settle the Dispute.

ii. Litigation:
“If the parties cannot settle the dispute amicably, the matter shall be referred to national
courts of competent jurisdiction.”

Or
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iii. Arbitration:
If the dispute cannot be amicably settled by the parties, the matter shall be referred to and
finally resolved by arbitration in accordance with the Rules of Kigali International
Arbitration Center (KIAC).
The number of arbitrators to the proceedings shall be one (or three depending on the size
of the contract) appointed in accordance with the rules.
The seat of arbitration shall be in Rwanda.
The language of arbitration shall be…… (choose the language).
The award rendered by the arbitrator(s) shall be final and binding and shall be enforced
by any Court of competent jurisdiction. The party seeking enforcement shall be entitled
to an award of all costs incurred including legal fees to be paid by the party against
whom enforcement is ordered.
c. Language

All notices, correspondence, documentation or communications of whatsoever nature, reports

submitted or prepared under or in connection with this Contract shall be in the English
language.

Article 34: Waiver

No waiver of any provision or of any breach of this Contract shall constitute a waiver of any
other provisions or any other or further breach, and no such waiver shall be effective unless
made in writing and signed by an authorized representative of the party to be charged with
such a waiver. Nor shall a one-time waiver of a single provision constitute a permanent
waiver of that party’s rights under said provision.

Article 35: Notice

Each party chooses as its address for all purposes under this Contract whether for serving any
court process or documents, giving any notice, or making any other communications of
whatsoever nature and for any other purpose arising from this Contract as follows:

The Government of Rwanda:

………………….
………………….
………………….

The Client
………………….
………………….
………………….

Any notice required or permitted under this Contract shall be valid and effective only if in
writing, and shall be deemed to have been received on the date of its reception.
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Any party may by notice to the other party, change its chosen address to another physical
address and such change shall take effect on the eighth (8) day after the date of receipt by the
party who last receives the notice.

Article 36: Counterparts

This Contract may be executed in two counterparts, each of which shall be deemed an
original, and both of which together shall constitute one and the same instrument.

Article 37: Entry into Force

This Contract comes into force on the date of its signature by both parties.

For and on behalf of the Government of Rwanda

By: ____________________________
Name: …………………………………
Title: ……………………………………

For and on behalf of the Consultant

By: ____________________________
Name: ………………………
Title: ……………………….

Date: __________________
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