THIS CONTRACT (“Contract”) is entered into this [insert starting date of assignment], by and
between the Karnataka Health System Development and Reform Project (“the Client”) having its principal place of business at 1st Floor, PHI Building, Seshadri Road, Bangalore 560 001, Karnataka,
India, and [insert Consultant’s name] (“the Consultant”) having its principal office located at [insert
Consultant’s address1].
WHEREAS, the Client wishes to have the Consultant performing the services hereinafter referred to, and
WHEREAS, the Consultant is willing to perform these services, NOW THEREFORE THE PARTIES hereby agree as follows:
1. Services (i) The Consultant shall perform the services specified in Annex A, “Terms of Reference and Scope of Services,” which is made an integral part of this Contract (“the Services”).
(ii) The Consultant shall provide the personnel listed in Annex B, “Cost Estimate of Services, List of Personnel and Schedule of Rates,” to perform the Services.
(iii) The Consultant shall submit to the Client the reports in the form and within the time periods specified in Annex C, “Consultant’s Reporting Obligations.”
2. Term The Consultant shall perform the Services during the period commencing
[insert start date] and continuing through [insert completion date] or any
other period as may be subsequently agreed by the parties in writing.
3. Payment A. Ceiling
For Services rendered pursuant to Annex A, the Client shall pay the Consultant an amount not to exceed a ceiling of Rs………. This amount has been established based on the understanding that it includes all of the Consultant’s costs and profits as well as any tax obligation that may be imposed on the Consultant. The payments made under the Contract consist of the Consultant's remuneration as defined in sub-paragraph B below, of the reimbursable expenditures as defined in sub-paragraph C below, and of the performance- based payments as defined in sub-paragraph D below.
B. Remuneration
The Client shall pay the Consultant for Services rendered at the rates per month spent in accordance with the rates agreed and specified in Annex B, “Cost Estimate of Services, List of Personnel and Schedule of Rates.”
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C. Reimbursable Expenses
The Client shall pay the Consultant for reimbursable expenses, which shall consist of and be limited to:
(i) Cost of applicable local communications such as the use of telephone, internet, and facsimile required for the purpose of the Services;
(ii) Cost of printing and dispatching of the reports to be produced for the Services;
(iii) Cost of Information, Education and Communication (IEC) activities; and (iv) Such other expenses as approved in advance by the Client’s coordinator. C. Performance-based Payments
The Client shall pay the Consultant performance-based payments on a quarterly basis calculated as detailed in Annex A “Terms of Reference and Scope of Services.” These payments will vary according to the performance of the Consultant and total performance-based payments will not exceed Rs. ………... The methodology for calculating performance-based
payments may be modified from time to time by the Client and communicated in writing to the Consultant.
Performance-based payments will be applied to incentive payments for the Consultant’s personnel of CHD.
D. Payment Conditions
Payment of remuneration and reimbursable expenses shall be made in Indian
Rupees not later than 30 days following submission of invoices in duplicate to
the District Health Society on a quarterly basis.
Performance-based payments shall be made on submission of quarterly invoices to the . Such payments will be limited to the maximum fixed by the Client.
Payments shall be made to Consultant’s bank account as follows:
[insert banking details]
4. Project Administration
A. Coordinator.
The Client designates Deputy Director, Public Private Partnerships (DD, PPP), KHSDRP, as the Client's Coordinator; the Coordinator will be responsible for the coordination of activities under this Contract, for acceptance and approval of the reports and of other deliverables by the Client.
B. Reports.
The reports listed in Annex C (Schedules I, I-A, II), “Consultant's Reporting
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constitute the basis for the payments to be made under paragraph 3. C. Records and Accounts.
The Consultant shall keep accurate and systematic records and accounts in respect of the Services, which will clearly identify all charges and expenses. The Client reserves the right to audit, or to nominate a reputable accounting firm to audit, the Consultant’s records relating to amounts claimed under this Contract during its term and any extension, and for a period of three months thereafter.
5. Management of Personnel
(a) The Consultant shall remit the employer’s and employee’s PF & ESI contribution to Government as per existing rules.
(b) The Consultant shall provide proof of having remitted PF/ESI/Taxes/Cess to Government.
(c) Payment of the Consultant’s staff shall be made before the 7th of every month by cheque or electronic transfer.
(d) The Consultant’s staff are employees of the Consultant and not of the KHSDRP or the Government of Karnataka. The Government of Karnataka shall not be responsible in any way for claims of regularization or any other benefit.
6. Performance Standard
7. Inspections and Auditing
The Consultant undertakes to perform the Services with the highest standards of professional and ethical competence and integrity. The Consultant shall promptly replace any employees assigned under this Contract that the Client considers unsatisfactory.
The Consultant shall permit the Bank and/or persons or auditors appointed by the Bank to inspect and/or audit its accounts and records and other documents relating to the submission of the Proposal to provide the Services and performance of the Contract. Any failure to comply with this obligation may constitute a prohibited practice subject to contract termination and/or the imposition of sanctions by the Bank (including without limitation a determination of ineligibility) in accordance with prevailing Bank’s sanctions procedures.
8. Confidentiality The Consultant shall not, during the term of this Contract and within two years after its expiration, disclose any proprietary or confidential information relating to the Services, this Contract or the Client’s business or operations without the prior written consent of the Client.
9. Ownership of Material
Any studies, reports or other material, graphic, software or otherwise, prepared by the Consultant for the Client under the Contract shall belong to and remain the property of the Client. The Consultant may retain a copy of such
documents and software. The Consultant shall not use these documents and software for purposes unrelated to this Contract without the prior written approval of the Client.
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10. Consultant Not to be Engaged in Certain Activities
The Consultant agrees that, during the term of this Contract and after its termination, the Consultant and any entity affiliated with the Consultant, shall be disqualified from providing goods, works or services (other than consulting services that would not give rise to a conflict of interest) resulting from or closely related to the Consulting Services for the preparation or
implementation of the Project.
11. Insurance The Consultant will be responsible for taking out any appropriate insurance coverage.
The Consultant will security, at its own cost, all insurance or risk protection required to carry out the Services as appropriate. The Client is not liable for any loss or damage that might be incurred in the course of carrying out the Services.
The risks and the coverage shall be as follows:
(a) Third Party motor vehicle liability insurance in respect of motor vehicles operated in the Client’s country by the Consultant or its Personnel or any Sub- Consultants or their Personnel, with a minimum coverage of Rs 20,00,000; (b) Third Party liability insurance, with a minimum coverage: As per Motor Vehicle Act;
(c) Professional liability insurance, with a minimum coverage of Rs 60,00,000 (d) Employer’s liability and workers’ compensation insurance in respect of the Personnel of the Consultant and of any Sub-Consultants, in accordance with the relevant provisions of the Applicable Law, as well as, with respect to such Personnel, any such life, health, accident, travel or other insurance as may be appropriate; and
(e) Insurance against loss of or damage to (i) equipment purchased in whole or in part with funds provided under this Contract, (ii) the Consultant’s property used in the performance of the Services, and (iii) any documents prepared by the Consultant in the performance of the Services.
12. Limitation of the Consultant’s Liability towards the Client
(a) Except in case of gross negligence or willful misconduct on the part of the Consultant or on the part of any person or firm acting on behalf of the
Consultant in carrying out the Services, the Consultant, with respect to damage caused by the Consultant to the Client’s property, shall not be liable to the Client:
(i) for any indirect or consequential loss or damage; and
(ii) for any direct loss or damage that exceeds by two times the total value of the Contract.
(b) This limitation of liability shall not affect the Consultant’s liability, if any, for damage to Third Parties caused by the Consultant or any person or firm acting on behalf of the Consultant in carrying out the Services.
13. Assignment The Consultant shall not assign this Contract or Subcontract any portion of it without the Client's prior written consent.
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14. Law Governing Contract and language
The Contract shall be governed by the laws of Union of India, and the
language of the Contract shall beEnglish.
15. Dispute Resolution Any dispute arising out of this Contract, which cannot be amicably settled between the parties, shall be referred to adjudication/arbitration in accordance with the laws of the Client’s country.
In any arbitration proceeding hereunder:
(a) proceedings shall, unless otherwise agreed by the Parties, be held in Bangalore, India;
(b) the English language shall be the official language for all purposes; and (c) the decision of the sole arbitrator or of a majority of the arbitrators (or of the third arbitrator if there is no such majority) shall be final and binding and shall be enforceable in any court of competent jurisdiction, and the Parties hereby waive any objections to or claims of immunity in respect of such enforcement.
16. Termination The Client may terminate this Contract with at least ten (10) working days prior written notice to the Consultant after the occurrence of any of the events specified in paragraphs (a) through (d) of this Clause:
(a) If the Consultant does not remedy a failure in the performance of its obligations under the Contract within seven (7) working days after being notified, or within any further period as the Client may have subsequently approved in writing;
(b) If the Consultant becomes insolvent or bankrupt;
(c) If the Consultant, in the judgment of the Client or the Bank, has engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices (as defined in the prevailing Bank’s sanctions procedures) in competing for or in performing the Contract.
(d) If the Client, in its sole discretion and for any reason whatsoever, decides to terminate this Contract.
FOR THE CLIENT FOR THE CONSULTANT
Signed by ____________________ Signed by ____________________
Title: ________________________ Title: ________________________
List of Annexes: Annex A: Terms of Reference and Scope of Services
Annex B: Cost Estimate of Services, List of Personnel and Schedule of Rates Annex C: Consultant’s Reporting Obligations (Schedules I, I-A, II)
49 Annex A: Terms of Reference and Scope of Services
[Final terms of reference based on Section 5 of the Request for Proposals.]
Annex B: Consultant’s Reporting Obligations
Schedules I, I-A, II, of the Terms of Reference.
Annexure C: Cost Estimate of Services, List of Personnel and Schedule of Rates
(1) Remuneration of Staff Name Rate (per month/in Rs.) Time spent (number of months) Total (Rs) (a) Data Manager
(b) Desk Coordinator 1 (c) Desk Coordinator 2 (d) Desk Coordinator 3 (e) Desk Coordinator 4 Sub-Total (1)
(2) Reimbursable Expenses
Rate Days Total
(a) Telephone & internet costs
(b) Computer, printing and reporting costs
(c) Information, education and communication activities Sub-total (2)
(3) Maximum total performance-based payments: Rs. ………