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REQUEST FOR PROPOSALS

RFP # /QCBS/03/07

UNITED REPUBLIC OF TANZANIA

MILLENNIUM CHALLENGE ACCOUNT - TANZANIA

PROGRAM

Funded by

THE UNITED STATES OF AMERICA

THROUGH

THE MILLENNIUM CHALLENGE CORPORATION

Consulting Services for the Energy Project

Consulting Engineer, Construction Supervision,

and Capacity Development and Technical Assistance

Table of Contents

SECTION 1. LETTER OF INVITATION .........................................................................................................3

SECTION 2. INSTRUCTIONS TO CONSULTANTS......................................................................................7

DATA SHEET ......................................................................................................................................................25

SECTION 3. TECHNICAL PROPOSAL – FORMS .....................................................................................30

SECTION 4. FINANCIAL PROPOSAL - FORMS.........................................................................................45

SECTION 5. TERMS OF REFERENCE .........................................................................................................50

1 THE CE ROLE ..........................................................................................................................................56

2 GENERAL ACTIVITIES FOR ALL THREE ENERGY PROJECTS ................................................60

3 SPECIFIC ACTIVITY - DISTRIBUTION SYSTEM REHABILITATION AND EXTENSION......75

4 SPECIFIC ACTIVITY - ZANZIBAR INTERCONNECTOR...............................................................81

5 SPECIFIC ACTIVITY - MALAGARASI HYDROPOWER AND KIGOMA DISTRIBUTION ......88

6 DELIVERABLES AND PAYMENT SCHEDULE .................................................................................98

6.1 PHASE I ..............................................................................................................................................98 6.2 PHASE II .............................................................................................................................................98

7 REQUIRED RESOURCES.....................................................................................................................104

SECTION 6. PROPOSED FORM OF CONTRACT ....................................................................................107

I. FORM OF CONTRACT .........................................................................................................................109

II. GENERAL CONDITIONS OF CONTRACT .......................................................................................112

III. SPECIAL CONDITIONS OF CONTRACT.....................................................................................129

IV. APPENDICES .....................................................................................................................................134

Section 1. Letter of Invitation 3

Section 1. Letter of Invitation

Dar es Salaam, Tanzania,

20th

November 2007 Dear Consultants:

The Government of Tanzania (GoT) has applied for a grant from the Government of the United States of America through the Millennium Challenge Corporation (MCC) to support a five-year Program approximating US$ 698 million and, if the grant is entered into, intends to apply part of the proceeds of this grant to fund a contract to provide Consulting Services to assist the GoT to implement the proposed Energy Project of the MCA-Tanzania Program. In addition, the United States of America, acting through Millennium Challenge Corporation (“MCC”) and the Government of the United Republic of Tanzania (the “Government”) executed a 609(g) Grant and Implementation Agreement on October 4, 2007 that sets forth the general terms and conditions on which MCC will provide funding of up to USD $9.8 million to the Government to support Tanzania in preparatory work for the upcoming Millennium Challenge Compact.

In this procurement proceeding, the United Republic of Tanzania is represented by the Millennium Challenge Account – Tanzania (MCA-T).

On behalf of GoT, MCA-Tanzania now invites proposals to provide the following consulting services: Consulting Engineer, Construction Supervision, and Capacity

Assessment and Design of Technical Assistance for the Energy Project.

More details on the Consulting Services are provided in the Terms of Reference in Section 5 of this Request for Proposals (RFP). The rules and procedures for this procurement are set out in the Instructions to Consultants included in Section 2 of this RFP.

This invitation is for a lump-sum based financial proposal payable in US dollars or Tanzanian Shillings only. The term of the contract will be approximately five years from the date of signature of the contract. The contract is estimated to start on 28th April 2008.

The Consultant will be selected under the Quality- and Cost-Based Selection (QCBS) procedures described in this RFP. Consultants are advised that these procedures are governed by the MCC Program Procurement Guidelines1. Although these procedures are similar to those set out in the World Bank Guidelines: Selection and Employment of

Consultants by World Bank Borrowers, there are several significant differences and firms are advised to review these instructions carefully.

After downloading the RFP and the Registration Form from the Ministry web site www.mof.go.tz, and MCA-T web site www.mca-t.go.tz, please register your firm as a

1 The MCC program guidelines can be found at: http://www.mcc.gov/documents/mcc-guidelines-

programprocurement.pdf .


Consultant by filling in the Registration Form and sending it to [email protected] in PDF format with the following in the subject line: Consulting Engineer, Construction

Supervision, and Capacity Assessment and Design of Technical Assistance for the Energy Project. Please also inform us with the same Form whether you will submit a proposal alone or in association. The purpose of registration is to facilitate uniform and timely distribution of relevant information such as responses to requests for clarification and any amendments. Please be advised that registration is not complete until the Consultant receives a confirmation number. Proposals submitted by Consultants that have not registered will not be considered for evaluation and will be returned unopened to the Consultants.

The RFP includes the following documents:

Section 1 - Letter of Invitation Section 2 - Instructions to Consultants (including Data Sheet) Section 3 - Technical Proposal - Forms Section 4 - Financial Proposal – Forms Section 5 - Terms of Reference Section 6 - Proposed Form of Contract

1. Please note that a Pre-Proposal Conference will be held. It will be held at the Ministry of Finance Conference Hall on 28th January 2008 at 10:00am. Attendance at the conference is not mandatory. Minutes of the meeting will be prepared and will be circulated to all firms who have registered in accordance with the instructions for registration mentioned above. If you plan to attend the conference, please notify Marieth S. Ngaida through [email protected] by e-mail not later than 14th January 2008. Your notification should include the name(s) and title(s) of individuals who will represent your firm at the conference. Final proposals must be submitted at the address below by 6th March 2008 at 2:00 PM

local time, in Dar es Salaam, Tanzania.

Late proposals will not be accepted.

Yours sincerely,

B. S. Mchomvu

The Chief Executive Officer,

Millennium Challenge Account - Tanzania,

Development House,

Kivukoni Front/Ohio Street,

P.O. Box 8327,

Dar es Salaam


Tanzania.

Section 2. Instructions to Consultants 7

SECTION 2. INSTRUCTIONS TO CONSULTANTS

Definitions (a) “Compact” means the Millennium Challenge Compact including all supplemental documents between the United States Government, acting through the MCC, and the Government of the United Republic of Tanzania that, if executed, provides a grant expected to be about 698 million USD from the United States of America to fund a program of activities to reduce poverty in Tanzania through economic growth. In addition, the United States of America, acting through Millennium Challenge Corporation (“MCC”) and the Government of the United Republic of Tanzania (the “Government”) executed a 609(g) Grant and Implementation Agreement on October 4, 2007 that sets forth the general terms and conditions on which MCC will provide funding of up to USD $9.8 million to the Government for the purposes to provide up to $9.8 million to support Tanzania in preparatory work for the upcoming Millennium Challenge Compact.

(b) “Consultant” or “Consultant(s)” means any entity that may

provide or provides the Services under the Contracts. (c) “Contract” means the Contract signed by the Parties and all

the attached documents referenced therein including the Form of Contract and the Appendices.

(d) “Data Sheet” means such part of the Instructions to Consultants used to reflect specific information about the procurement procedures and the assignments.

(e) “Day” means calendar day.

(f) “GoT” means the Government of the United Republic of Tanzania.

(g) “Instructions to Consultants” (Section 2 of this RFP) means

the document which provides Consultant(s) with all information needed to prepare their Proposals.

(h) “LOI” (Section 1 of this RFP) means the Letter of Invitation from MCA-Tanzania addressed to all registered Consultants.

(i) “MCA-Tanzania” means the Millennium Challenge Account – Tanzania, the Accountable Entity that will have authority to oversee the MCC Program and its components, allocate resources, oversee and implement a financial plan, approve expenditures and procurements, and be accountable for MCC program results. MCA-Tanzania is the GoT agency


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responsible for carrying out the procurement for the Contract for the Consulting Services.

(j) “MCC Program” means the full scope of project activities to be funded under the Compact between MCC and the Government of Tanzania.

(k) “Millennium Challenge Corporation” means the United States

Government Corporation with the same name situated at 875 Fifteenth Street, N.W. Washington, DC 20005, USA.

(l) “Personnel” means professionals and support staff provided by the Consultant(s) 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 of the United Republic of Tanzania; “Local Personnel” means such professionals and support staff who at the time of being so provided had their domicile inside the United Republic of Tanzania.

(m) “Proposal” means the Technical Proposal and the Financial Proposal.

(n) “RFP” means this Request for Proposal for the selection of the Consultant.

(o) “Services” means the work to be performed by the Consultant pursuant to the Contract.

(p) “Sub-Consultant” means any person or entity with which the Consultant subcontracts any part of the Services.

(q) “Terms of Reference(s)” (TOR) means the documents included in this RFP as Section 5 which explain the objectives, scope of work, activities, tasks to be performed, respective responsibilities of the MCA-Tanzania and the Consultant, and expected results and deliverables of the assignment.

1. Introduction 1.1 MCA-Tanzania will select a firm to provide the Services from the firms who submit proposals. The selection will be in accordance with the method of selection described in this RFP.

1.2 Firms are invited to submit a Technical Proposal and a

Financial Proposal as specified in this RFP for the Services to be procured. The Proposal will be the basis for contract negotiation for the Services and ultimately


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for a signed Contract with the selected Consultant for the Services. Following the award of Contract, MCA-Tanzania will provide, at no cost to the Consultant, the inputs specified in the Data Sheet, and assist the firm to obtain licenses and permits, if any, needed to carry out the Services, and make available relevant data and reports.

1.3 The Compact, if executed, is expected to provide a grant

of up to US$698 million over five years to fund projects focused on reducing poverty through sustainable economic growth in the Energy sector and includes strategic investments in i) Construction of access road(s) of approximately 24 kilometers of earth/gravel and a bridge, an 8 MW Malagarasi run-of-river hydro power plant, and a Kigoma region transmission and distribution network; (ii) Rehabilitation of power distribution systems and network extension in six regions; and (iii) Zanzibar submarine interconnector (transmission cable) and associated overhead transmission lines and substation expansions. Technical Assistance (“TA”) activities include institutional building programs to be implemented by the CE or third party consultants. Additional information about the proposed MCA-Tanzania program can be found at www.mof.go.tz. Firms should familiarize themselves with the MCC program at www.mcc.gov. Relevant documents, including sections on fiscal accountability and the MCC Program Procurement Guidelines, are available on the website.

1.4 The contract is estimated to start on April 28th 2008. 1.5 Firms shall bear all costs associated with the preparation

and submission of their proposals and contract negotiation. MCA-Tanzania is not bound to accept any proposal, and reserves the right to annul the selection process at any time prior to award of the Contract, without thereby incurring any liability to any firm.

1.6 GoT requires that Consultants provide professional,

objective, and impartial advice and at all times hold the GoT’s interests paramount, strictly avoid conflicts with other assignments or their own corporate interests and act without any consideration for future work.


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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:

(i) A firm that has been engaged by the GoT

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. A firm 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 resulting from or directly related to the firm’s consulting services for such preparation or implementation.

(ii) A Consultant (including its Personnel and

Sub-Consultants) that has a business or family relationship with a member of MCA-Tanzania or the GoT’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, may not be awarded a Contract, unless the conflict stemming from this relationship has been resolved in a manner acceptable to the GoT throughout the selection process and the execution of the 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 the GoT, 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 agency or current employees of the GoT shall

work as Consultants under their own ministries,


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departments or agencies. Recruiting former government employees of the GoT to work for their former ministries, departments or agencies is acceptable provided no conflict of interest exists. When the Consultant nominates any government employee as Personnel in their technical proposal, such Personnel must have written certification from their government or employer confirming that they are on leave without pay from their official position and allowed to work full-time outside of their previous official position. Such certification shall be provided to MCA-Tanzania by the Consultant as part of his Technical Proposal.

1.7 MCC requires that MCA-Tanzania (including the

beneficiaries of the MCC grant funds), as well as consultants under MCC funded contracts, observe the highest standard of ethics during the selection and execution of such contracts. In accordance with this requirement, MCA-Tanzania:

(a) defines, for the purpose of this paragraph, the terms set forth below as follows:

(i) “corrupt practice” means the offering, receiving, providing, accepting or soliciting, directly or indirectly, of any thing of value to influence improperly the actions of another party. “Another party” refers to a public official acting in relation to the selection process or contract execution. “Public official” includes MCA-Tanzania staff, MCC staff and employees of other organizations taking or reviewing selection decisions;

(ii) “fraudulent practice” means any act or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an obligation. In this context, “party” refers to a public official; the terms “benefit” and “obligation” relate to the selection process or contract execution; and the “act or omission: is intended to influence the


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selection process or contract execution;

(iii) “collusive practice” means an arrangement between two or more parties designed to achieve an improper purpose, including improperly influencing the actions of another party. “Parties” refers to participants in the procurement or selection process (including public officials) attempting to establish contract prices at artificial, noncompetitive levels;

(iv) “coercive practice” means impairing or harming or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party. “Party” refers to a participant in the selection process or contract execution;

(v) “obstructive practice” means:

(aa) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making false statements to investigators in order to impede materially an MCC or MCA-Tanzania investigation into allegations of a corrupt, fraudulent, coercive, collusive or prohibited practice; and threatening, harassing, or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, and

(bb) acts intended to impede materially the exercise of the inspection and audit rights of MCC provided under the Compact.

(vi) “prohibited practice” means any action that violates the provisions relating to compliance with Anti-Corruption Legislation, compliance with Anti-Money Laundering Legislation and compliance with terrorist financing statutes or other restrictions set forth in this Request for Proposal (RFP) in Appendix F to the proposed form of contract contained in Section 6.(b) will


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reject a proposal for award if it determines that the Consultant recommended for award has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive, obstructive or prohibited practices in competing for the contract in question;

(b) will cancel the portion of the grant allocated to a contract if it determines at any time that representatives of MCA-Tanzania or of a beneficiary of the grant were engaged in corrupt, fraudulent, collusive, coercive, obstructive or prohibited practices during the selection process or the execution of the contract, without MCA-Tanzania having taken timely and appropriate action satisfactory to the MCC to address such practices when they occur;

(c) may pursue sanction of a firm or individual, including declaring ineligible, either indefinitely or for a stated period of time, to be awarded an MCC-funded contract if at any time determines that the Consultant has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive, obstructive or prohibited practices in competing for, or in executing, an MCC-funded contract; and

(d) will have the right to require that a provision be

included in solicitation documents and in

contracts funded by MCC requiring bidders, suppliers and contractors to permit MCC to

inspect their accounts and records and other documents relating to the bid submission and

contract performance and to have them audited by

auditors in accordance with the Compact. 1.8 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).

1.9 Consultants, their Sub-Consultants, and their associates

shall not be any person or entity that has been blacklisted from participation in procurements with The World Bank assistance or debarred or suspended from participation in


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procurements funded by the United States Federal Government or otherwise prohibited by applicable United States law or Executive Order or United States policies including under any then-existing anti-terrorist policies.

1.10 Goods supplied and consulting services provided under

the Contract may originate from any country except if:

(i) as a matter of law or official regulation, the United Republic of Tanzania or the United States of America, prohibits commercial relations with that country; or

(ii) by an act of compliance with a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations, Tanzania prohibits any imports of goods from that country or any payments to persons or entities in that country.

1.11 Firms may only submit one proposal for the Contract. If a Consultant submits or participates in more than one proposal for the Contract, 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.

1.12 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 its Proposal. MCA-Tanzania will make its best effort to complete negotiations for contract within this period. Should the need arise however; MCA-Tanzania may request Consultants to extend the validity period of their proposals. Consultants who agree to such extension shall confirm 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 either or both of their Proposals.

1.13 In case a Consultant intends to associate with other Consultants and/or individual expert(s), such other Consultants and/or individual expert(s) shall be subject to


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the eligibility criteria set forth in the Data Sheet and MCC Program Procurement Guidelines.

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 MCA-Tanzania’s address indicated in the Data Sheet. MCA-Tanzania 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 MCA-Tanzania deem it necessary to amend the RFP as a result of a clarification, it shall do so following the procedure under paragraph 2.2.

2.2 At any time before the submission of Proposals, MCA-

Tanzania 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, MCA-Tanzania may, if the amendment is substantial, extend the deadline for the submission of Proposals.

3. Preparation of

Proposal(s)

3.1 Proposals will be accepted from all eligible firms.

3.2 Proposals (see paragraph. 1.2), as well as all related correspondence exchanged by the Consultants and MCA-Tanzania, shall be written in ENGLISH.

3.3 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.

3.4 While preparing the Technical Proposals, Consultants

must give particular attention to the following:

(i) If a 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 them. In case of a joint venture, all partners shall be jointly and severally liable and shall indicate who will act as


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the leader of the joint venture. The Technical Proposal should contain Letters of Association from each partner. If Technical Proposal is not submitted as indicated above, this may be grounds to reject the Proposal.

(ii) Alternative Professional Staff shall not be

proposed, and only one curriculum vitae (CV) may be submitted for each position.

3.5 Consultants are required to submit a Technical Proposal

for the Services. The Technical Proposal for the Services shall provide the information indicated in the following paragraphs using the attached Forms (Section 3). A page is considered to be one printed side of A4 or letter size paper. Pages in excess of the specified limits will not be read.

3.5.1 Consultant Capacity

(a) The Consultant’s financial and economic capacity and its sustainability to support the Services as appropriate, and Consultant’s ability to provide the necessary initial financing is imperative. In its Proposal the Consultant is required to provide information on its financial and economic status. The information required should be completed using the Form TECH-2 of Section 3.

(b) A brief description of the Consultants’ organization

including an organization chart showing the numbers of staff and their positions using Form-TECH-3 of Section 3. In addition, the CV of the proposed Project Director must be provided using the template at Form TECH-11 of Section 3.

(c) An outline of recent experience of Consultants and, in

the case of joint venture, for each partner, on assignments of a similar nature is required in Form TECH-4 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 its client as a corporation or as


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one of the major firms within a joint venture or other association. Assignments completed by individual Professional Staff working privately or through other consulting firms 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 MCA-Tanzania.

(d) The Consultant’s references for at least three (3) (and

a maximum of 10 projects) completed projects of similar nature and complexity using Form TECH-5 of Section 3.

3.5.2 Approach and Methodology (a) The Technical Proposal must include 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 Proposal is provided under Form TECH-6 of Section 3. The work plan should be consistent with the Work Schedule (Form TECH-10 of Section 3), which will show in the form of a bar chart the timing proposed for mobilization of the project and carrying out the project activities.

(b) The Technical Proposal may include comments and

suggestions on the Terms of Reference including workable suggestions that could improve the quality/effectiveness of the assignment; and on requirement for counterpart staff and facilities using Form TECH-7 of Section 3.

(c) The Technical Proposal must include 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 using Form TECH-8 of Section 3.

(d) The Technical Proposal must include estimates of the

staff input (staff-months of foreign and local


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professionals) needed to carry out the assignment using Form TECH-9 of Section 3. The staff-months input should be indicated separately for home office and field activities, and for foreign and local Professional Staff. The Consultant should note that most of the work for the assignment shall be performed in Tanzania.

3.5.3 Key Personnel

The Technical Proposal must include CVs of the Key Personnel as required in the respective Terms of Reference using Form TECH-11 of Section 3. Each CV shall be signed by the individual represented or by an authorized representative.

3.6 The Technical Proposal shall not include any financial

information. A Technical Proposal containing financial information may be declared non responsive.

Financial

Proposal

3.7 The Financial Proposal shall be prepared using the attached Forms in Section 4. The total lump-sum price shall be set out using Form FIN-2 in Section 4. The price for the base period and the option period must also be shown on Form FIN-2.

3.8 The Financial Proposal should include a completed Form

FIN-3 which provides the breakdown of remuneration for staff (foreign and local, in the field and at the Consultants’ home office). The information in Form FIN-3 is requested only to establish reasonableness of the price and to price payments to the Consultant for possible additional services if requested by the GoT.

3.9 The tax provisions are set out in the Proposed Form of

Contract attached to this RFP. 3.10 Consultants may express the price of their services only in

US dollars or Tanzanian shillings. 3.11 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

4.1 The original Proposal (Technical and Financial Proposals, see paragraph 1.2) shall contain no interlineations or overwriting, except as necessary to correct errors made by


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Proposals Consultants themselves. The person who signed the Proposal must initial such corrections. Submission letters for the Technical and Financial Proposal should be in the format of TECH-1 of Section 3, and FIN-1 of Section 4 and signatures on the submission letters must be manual original. If the original Proposal (Technical and Financial Proposals) is not submitted as indicated above, this may be grounds to reject the Proposal.

4.2 An authorized representative of the Consultant shall

initial all pages of the original Technical and Financial Proposal. The authorization shall be in the form of a written power of attorney accompanying the Proposal or in any other form demonstrating that the representative has been dully authorized to sign.

4.3 The signed Technical and Financial Proposal shall be

marked “Original: Energy Project - Consulting

Engineer, Construction Supervision, and Capacity Assessment and Design of Technical Assistance.” Similarly, each copy of the Technical Proposal shall be marked “Copy: Energy Project - Consulting Engineer,

Construction Supervision, and Capacity Assessment and Design of Technical Assistance.” The Technical Proposal shall be in the number of copies indicated in the Data Sheet. All required copies of the Technical Proposal are to be made from the original. If there are discrepancies between the original and the copies of the Technical Proposal, the original governs.

4.4 The original and all copies of the Technical Proposal shall

be placed in a sealed envelope clearly marked “TECHNICAL PROPOSAL - Energy Project - Consulting

Engineer, Construction Supervision, and Capacity

Assessment and Design of Technical Assistance.” Similarly, the original Financial Proposal shall be placed in a sealed envelope clearly marked “FINANCIAL

PROPOSAL - Energy Project - Consulting Engineer,

Construction Supervision, and Capacity Assessment and Design of Technical Assistance,” followed by “MCC Compact” and with a warning “DO NOT OPEN

WITH THE TECHNICAL PROPOSAL.” The envelopes containing the Technical and Financial Proposal shall be placed into outer envelopes and sealed. Each outer envelope shall bear the submission address, “Energy

Project - Consulting Engineer, Construction


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Supervision, and Capacity Assessment and Design of Technical Assistance.” The outer envelopes should also be clearly marked “DO NOT OPEN, EXCEPT IN PRESENCE

OF THE OFFICIAL APPOINTED, BEFORE 20th February 2008. The GoT and MCA-Tanzania 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 grounds to reject a Proposal. If the Financial Proposal is not submitted in a separate sealed envelope duly marked as indicated above, this may be grounds to reject the Proposal.

4.5 The envelope containing both the Technical and Financial

Proposals must be delivered to the address indicated in the Data Sheet and received by MCA-Tanzania no later than the time and the date indicated in the Data Sheet, or any extension to this date in accordance with paragraph 2.2. Any Proposal received by MCA-Tanzania after the deadline for submission shall be returned unopened.

4.6 MCA-Tanzania shall open the Technical Proposals

immediately after the deadline for their submission. The envelopes with the Financial Proposals 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, Consultants should not contact the GoT or MCA-Tanzania on any matter related to its Technical and/or Financial Proposal. Any effort by Consultants to influence the GoT or MCA-Tanzania in the examination, evaluation, ranking of Proposals, and recommendation for award of each Contract may result in the rejection of the Consultant’s Proposal.

Evaluators of the Technical Proposals shall have no

access to the respective Financial Proposals until the technical evaluation is concluded and the MCC issues its “no objection”.

Evaluation

of Technical

Proposals

5.2 The evaluation committee shall evaluate the Technical Proposals on the basis of their responsiveness to the respective 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


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RFP, and particularly the Terms of Reference or if it fails to achieve the minimum technical score indicated in the Data Sheet.

Opening and

Evaluation

of Financial

Proposals

5.3 After the technical evaluation is completed, MCA-Tanzania shall inform the Consultants, who have submitted a Proposal, the technical scores obtained for 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. MCA-Tanzania shall simultaneously notify in writing the Consultants that have secured the minimum qualifying mark, the date, time and location for opening Financial Proposals. Due to the urgent need for these Services,

Consultants are advised that they may have very little

time to make arrangements to attend the opening of the Financial Proposals. Consultants’ attendance at the opening of Financial Proposals is optional. To safeguard the integrity of the process, the opening of Financial Proposals shall be conducted in the presence of formal witnesses.

5.4 Financial Proposals shall be opened in the presence of formal witnesses and Consultants’ representatives, who choose to attend the opening. The name of Consultants, and technical scores of Consultants, shall be read aloud. The Financial Proposal of Consultants who met the minimum qualifying mark will then be inspected to confirm that they have remained sealed and unopened. These Financial Proposals shall be then opened, and the total price for each proposal read aloud and recorded. A copy of the record shall be sent to all Consultants and MCA-Tanzania.

5.5 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 former 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


22

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.

5.6 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 firm achieving the highest combined technical and financial score will be invited for negotiations.

6. Negotiations 6.1 Negotiations for the Contract will be held at the date and address indicated the invitation to negotiate from MCA-Tanzania to be addressed to the proposed winning Consultant. The invited Consultant will, as a pre-requisite for attendance at negotiations, confirm availability of all Professional Staff. Failure in satisfying such requirements may result in MCA-Tanzania 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.

6.2 Negotiations for the contract 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. MCA-Tanzania and the Consultant will finalize the Terms of Reference, staffing schedule, work schedule, logistics, and reporting. These documents will then be incorporated in the Contract as the “Description of Services”. Special attention will be paid


23

to clearly defining the inputs and facilities required from the MCA-Tanzania to ensure satisfactory implementation of the assignment. MCA-Tanzania shall prepare minutes of negotiations which will be signed by MCA-Tanzania and the Consultant.

6.3 If applicable, it is the responsibility of the Consultant, to

contact the local tax authorities to determine the local tax amount to be paid by the Consultant under the Contract. . Tax provisions are set out in the Proposed Form of Contract, Section 6 of this RFP.

6.4 Having selected the Consultant on the basis of, among

other things, an evaluation of proposed Professional Staff, MCA-Tanzania expects to negotiate a Contract on the basis of the Professional Staff named in the Proposal. Before Contract negotiations, MCA-Tanzania will require assurances that the Professional Staff will be actually available. MCA-Tanzania 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.

6.5 Negotiations will conclude with a review of the draft

Contract. To complete negotiations MCA-Tanzania and the Consultant will initial the agreed Contract. If negotiations fail MCA-Tanzania will invite the Consultant whose Proposal received the second highest score to negotiate a Contract.

7. Award of

Contract

7.1 After completing negotiations, MCA-Tanzania shall award the Contract to the selected Consultant and promptly notify all Consultants who have submitted proposals. After Contract signature, MCA-Tanzania will notify and return the unopened Financial Proposals to the unsuccessful Consultants.

7.2 The Consultant is expected to commence the respective assignment on the date and at the location specified in the


24

Contract. The anticipated date and location is set out in the Data Sheet.

8. Confidentiality 8.1 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 provisions of Tanzania’s antifraud and corruption policy.

9. Complaints 9.1 MCA-Tanzania shall entertain a complaint from any Consultant that claims to have suffered or that may suffer loss or injury due to a breach of a duty by the GoT or MCA-Tanzania in the conduct of this procurement. Any complaint shall be submitted in writing (may be in electronic form) to MCA-Tanzania within 5 working days of when the Consultant submitting the complaint became aware, or should have become aware, of the circumstances giving rise to the complaint. Unless the complaint is resolved by mutual agreement, MCA-Tanzania shall, within 15 days after submission of the complaint, issue a written decision stating the reasons for the decision and, if the complaint is upheld in whole or in part, indicating the corrective measures that are to be taken. The complaint shall be addressed to the address specified in the Data Sheet.

9.2 A Consultant may seek review by MCC only after it has exhausted all remedies with the MCA-Tanzania and GoT. MCC’s review will be limited to complaints that the MCA-Tanzania and GoT failed to entertain its complaint, or failed to issue a written decision on the complaint, or claims that the MCA-Tanzania and GoT violated the procedures set out in this RFP. The appeal to MCC must be received in writing (may be in electronic form) within five (5) working days of the date the Consultant learned or should have learned of an adverse decision by the MCA-Tanzania and GoT or other basis of appeal to MCC. The appeal shall be addressed to the address specified in the Data Sheet.

Section 2. Instructions to Consultants – Data Sheet 25

Instructions to Consultants

DATA SHEET

The following specific data for the consulting services to be procured and the procurement procedures that will be used shall complement, supplement, or amend the provisions in the narrative text of the INSTRUCTIONS TO CONSULTANTS. Whenever there is a conflict, the provisions in this DATA SHEET shall prevail.

Paragraph

Reference

INTRODUCTION

1.1 Name of the Client: Millennium Challenge Account - Tanzania,

Development House,


P.O. Box 8327, Dar es Salaam Tanzania.

Method of selection: Quality and Cost Based Selection (QCBS) 1.2

Technical and Financial Proposals are requested: Yes Name of the assignment is: Energy Project - Consulting Engineer, Construction Supervision, and Capacity Assessment and Design of Technical Assistance

1.2 ♦ MCA-Tanzania will provide the following inputs: N/A

1.3 A pre-proposal conference will be held: At the Ministry of Finance Conference Hall on 28th January 2008 at 10:00am. Confirm your attendance by e-mail not later than 14th January 2008 through Marieth S. Ngaida at [email protected] indicating the name(s) and title(s) of individuals who will represent your firm at the conference.

1.12 Proposals must remain valid for 120 days after the submission date, i.e. until:

4th

July 2008.

CLARIFICATION AND AMENDMENT OF RFP DOCUMENTS

2 Clarifications may be requested up to 14 working days before the submission date i.e. 18th February 2008

The address for requesting clarifications is:

The Chief Executive Officer, Millennium Challenge Account - Tanzania,

Development House,


P.O.Box 8327,


26

Dar es Salaam

Tanzania.

Attention: Marieth S. Ngaida, Director of Procurement, MCA-T Fax: +255 22 2124644 E-mail: [email protected]

PREPARATION OF PROPOSALS

3.1 Proposals will be accepted from all eligible Consultants 3.2 Proposals should be submitted in the following language: ENGLISH 3.4 Consultants may associate with other Consultants provided they enter legal

agreement: YES 3.5

Technical Proposals should be no longer than 150 pages using standard business A4 size pages using a maximum of size 12 font in Times New Roman equivalent. The minimum font size allowed is size 10 Times New Roman equivalent. All annexes (supplementary material at the end of the text of an explanatory, statistical or bibliographic nature), charts, CV’s and tables are not included in this page limit. Electronic submissions of proposals are not allowed. A Technical Proposal that

does not conform to these requirements may be rejected.

3.7 The form of contract shall be Lump Sum Fixed Price.

3.8 Remuneration to be presented in the Financial Proposal used in developing the lump sum fixed price shall include the staff daily billing rates.

4.3

Consultants must submit an original and Five (5) copies of the Technical Proposal, and the original and Five (5)) copies of the Financial Proposal. Consultants to submit a CD-ROM of the Technical Proposal along with the proposal.

4.4 Information on the outer envelope should also include: Submission address,

“Energy Project – Consulting Engineer, Construction Supervision and

Capacity Assessment and Design of Technical Assistance.” Also clearly marked

“DO NOT OPEN, EXCEPT IN PRESENCE OF THE OFFICIAL

APPOINTED BEFORE 20TH

FEBRUARY 2008.” 4.5 Chief Executive Officer,


Development House,


P.O.Box 8327,

Dar es Salaam

Tanzania.

Attention: Marieth S. Ngaida, Director of Procurement, MCA-T Proposals must be submitted no later than the following date and time: 6th March

2008 at 2:00 PM local time, in Dar es Salaam, Tanzania


27

5.2 Criteria, sub-criteria, and point system for the evaluation of Full Technical Proposals are:

I. Organizational Capability, Experience and Past Performance

Sub-Criteria Points

Experience in accomplishing similar designs both in substance and in scope, and in EPC construction supervision

15

Regional experience (Africa) 5

Sub-total 20

II. Submitted proposal Technical Approach, Work Plan and Schedule,

Management Plan and Facilities/Equipment

Sub-Criteria Points

Adequacy of the Proposed methodology and work plan in responding to the Terms of Reference

25

Identification of potential problems and solutions, knowledge of local conditions

5

Proposed work plan 10

Project organization:

• Proposed communication between groups, if multiple firm bid

• Process to ensure quality control

• Access to facilities and equipment

5

Sub-total 45

III. Key Staff* Capabilities, Experience and Past Performance

Sub-Criteria Points

Key staff education, training and experience in accomplishment of similar projects

5

Experience of the Team Leader in leading and successfully implementing multi-disciplinary EPC construction program that include hydro-power, environmental and social assessment, sub-sea power cable, and overhead T&D components.

15

Extent to which the proposal provides a clear, logical and appropriate staffing pattern with responsibilities among different staff positions adequately defined.

5

Key staff familiarity with the existing regulations in field of design and construction of power projects (hydro, subsea cable, overhead transmission and distribution lines), environment related legislation and regulations in-force, WB Operational Policy 4.12 on resettlement, environmental checklist of the International Committee for Irrigation and Drainage, development reports and other relevant documents.

7.5

Project Manager and Deputy Project Managers’ regional experience 2.5

Sub-total 35

*Key staff is defined as the Executive Project Manager (for all three projects) and Deputy Project Managers for each of the


28

three projects, environmental specialist, social specialist, and construction supervisor/quality control specialist.

The minimum technical score (St) required to pass is: 85 points

5.5 The single currency for price conversion is: Tanzania Shillings

The source of official selling rate is: Bank of Tanzania

The date of exchange rate is: Technical Proposal opening date

5.6

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: Technical proposal :85% Financial proposal:15%

6.1

The address for negotiations is:


Development House,


P.O.Box 8327,

Dar es Salaam

Tanzania.

7.2 The work plan submitted by Consultants shall assume a start date of: 28th April 2008

9.1 The complaint submission address is:

Chief Executive Officer, Millennium Challenge Account - Tanzania,

Development House,


P.O.Box 8327,

Dar es Salaam

Tanzania.


9.2 The appeal submission address is:

Millennium Challenge Corporation Attention: Vice President for Compact Implementation

(with a copy to the Vice President and General Counsel) 875 Fifteenth Street, N.W. Washington, DC 20005


29

United States of America Facsimile: (202) 521-3700 Email: [email protected] (Vice President for Implementation); [email protected] (Vice President and General Counsel)

Section 3. Technical Proposal – Forms 30

SECTION 3. TECHNICAL PROPOSAL – FORMS

TECH-1 Technical Proposal Submission Form TECH-2 Financial and Economic Capacity TECH-3 Consultant’s Organization TECH-4 Consultant’s Experience TECH-5 Consultant’s References TECH-6 Description of the Technical Approach, Methodology and Work Plan for

Performing the Assignment TECH-7 Comments or Suggestions on the Terms of Reference TECH-8 Team Composition and Task Assignments TECH-9 Staffing Schedule

TECH-10 Work Schedule TECH-11 Curriculum Vitae (CV) for Proposed Professional Staff Note: Comments in brackets provide guidance only for the preparation of Technical

Proposal; therefore, they should not appear on the Technical Proposal to be submitted.


31

FORM TECH-1 TECHNICAL PROPOSAL SUBMISSION FORM

[Location, Date]

To: Chief Executive Officer,


Development House,


P.O.Box 8327,

Dar es Salaam

Tanzania.


Dear Sirs: We, the undersigned, offer to provide the consulting services for the “Energy Project - Consulting Engineer, Construction Supervision, and Capacity Assessment and Design of Technical Assistance” in accordance with your Request for Proposal dated 19th December 2007 and our Proposal. We are hereby submitting our Proposal, which includes this Technical Proposal, and a Financial Proposal sealed under a separate envelope. We are submitting our Proposal in association with: [Insert a list with full name and

address of each associated Consultant]1

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 1.12 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,


32

Yours sincerely,

Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Firm:

Address: 1 [Delete in case no association is foreseen.]


33

Form TECH-2 FINANCIAL AND ECONOMIC CAPACITY

________________________________________________________________

[The Consultant’s financial capacity to mobilize and sustain the Services is imperative. In its

Proposal, the Consultant is required to provide information on its financial status. This

requirement is met by the submission of one of the following: 1) audited financial statements

for the last three years, supported by audit letters, 2) certified financial statements for the last

three years, supported by tax returns or 3) a copy of the Consultant’s Dun & Bradstreet

‘Business Information Report’ (BIR). The Dun & Bradstreet report must be either notarized,

or accompanied by the following statement by the Consultant: “I certify that the attached

Business Information Report has been issued by Dun & Bradstreet within 30 days of the date

of this certification, that the report has not been altered in any way since its issuance, and

that it is true and correct to the best of my knowledge.” The statement must be signed by an

authorized representative of the Consultant. If the proposal is submitted by a joint venture, all

parties in the joint venture are required to submit their financial statements or D&B

‘Business Information Report’. The reports should be submitted in the order of the partner’s

significance in the partnership, greatest to least. Additionally the following financial data

form shall be filled out for the consultant and all named partners. The MCA-T reserves the

right to request additional information about the financial capacity of the Consultant. A

Consultant that fails to demonstrate through its financial records that it has the financial

capacity to perform the required Services may be disqualified.]

TECH - 2 Addendum

Financial Data Form

Consultant's Legal Name:

Date:

Page ___ of ___

Financial Information in (US$ equivalent in 000s)

Historical information for previous three (3) years (most recent to oldest) (US$ equivalent in 000s)

Year 1 Year 2 Year 3

[Year] [Year] [Year]

Information from Balance Sheet

(1)Total Assets (TA)

(2)Current Assets (CA)

(3)Total Liabilities (TL)

(4)Current Liabilities (CL)

Information from Income Statement

(5)Total Revenue (TR)

(6)Profits before taxes (PBT)

Net Worth (1) - (3)

Current ratio (2)/(4)


34

FORM TECH-3 CONSULTANT’S ORGANIZATION

[Provide here a brief (two pages) description of the background and organization of your

firm/entity and each associate for this assignment. Include an organization chart.]


35

FORM TECH-4 CONSULTANT’S EXPERIENCE

___________________________________________________________________________

[Using the format below, provide information on each assignment for which your firm, 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 current US$):

Country: Location within country:

Duration of assignment (months):

Name of Client:

Total No of staff-months of the assignment:

Address:

Approx. value of the services provided by your firm under the contract (in current US$):

Start date (month/year): Completion date (month/year):

No of professional staff-months provided by associated Consultants:

Name of associated Consultants, if any:

Name of senior professional staff of your firm 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:

Firm’s Name:


36

FORM TECH-5 CONSULTANT’S REFERENCES

___________________________________________________________________________

[Provide references for at least three (3) completed projects but not more than 10 of similar nature and complexity that have been completed in the last seven years. Be advised that MCA-Tanzania may also contact other sources to check references and past experience. For

each reference, include the name and business address, current phone number and e-mail

address of an official who can verify performance of the project cited for reference.]


37

FORM TECH-6 DESCRIPTION OF TECHNICAL APPROACH, METHODOLOGY AND WORK PLAN FOR PERFORMING THE ASSIGNMENT

[Technical approach, methodology and work plan are key components of the Technical

Proposal. It is suggested that you present your Technical Proposal divided into the following

three chapters using an overall upper page limit of 60 pages, A4 size with a maximum of 12

font size and a minimum of 10 font size:

a) Technical Approach and Methodology,

b) Work Plan, and

c) Organization and Staffing,

a) Technical Approach and Methodology. In this chapter you should explain your

understanding of the objectives of the assignment, approach to the services, methodology for

carrying out the activities and obtaining the expected output, and the degree of detail of such

output. You should highlight the problems being addressed and their importance, and explain

the technical approach you would adopt to address them. You should also explain the

methodologies you propose to adopt and highlight the compatibility of those methodologies

with the proposed approach.

b) Work Plan. In this chapter you should propose the main activities of the assignment, their

content and duration, phasing and interrelations, milestones (including interim approvals by

MCA-Tanzania), and delivery dates of the reports and trainings. The proposed work plan

should be consistent with the technical approach and methodology, showing understanding of

the TOR and ability to translate them into a feasible working plan. The work plan should be

consistent with the Work Schedule of Form TECH-10.

c) Organization and Staffing. In this chapter you should propose the structure and

composition of your team. You should list the main disciplines of the assignment, the key

expert responsible, and proposed technical and support staff.]


38

FORM TECH-7 COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE

[Present and justify here any 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. Note

that your proposal could be determined unacceptable if statements in this form attempt to

change the nature or expected outputs of the assignment or set out conditions or assumptions

that would have the effect of shifting any risk of performance away from the Consultant.]


39

FORM TECH-8 TEAM COMPOSITION AND TASK ASSIGNMENTS

Professional Staff

Name of Staff Firm Area of Expertise Position Assigned Task Assigned


41

FORM TECH-9 STAFFING SCHEDULE1

Staff input (in the form of a bar chart)2 Total staff-month input

N° Name of

Staff 1 2 3 4 5 6 7 8 9 10 11 12 n Home Field

3 Total

Foreign

[Home] 1

[Field]

2

3

n

Subtotal

Local

[Home] 1

[Field]

2

n

Subtotal

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


42

FORM TECH-10 WORK SCHEDULE

Months2

N° Activity1

1 2 3 4 5 6 7 8 9 10 11 12 n

1 2 3 4 5

N

1 Indicate all main activities of the assignment, including delivery of reports (e.g.: inception, interim, and final

reports), and other benchmarks such as MCA-Tanzania 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.


43

FORM TECH-11 CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF

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

2. Name of Firm [Insert name of firm proposing the staff]: 3. Name of Staff [Insert full name]:

4. 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 [Month, Year]: To [Month, Year]:

Employer:

Positions held:


44

11. Detailed Tasks Assigned

[List all tasks to be performed

under this assignment]

12. Work Undertaken that Best Illustrates Capability to

Handle the Tasks Assigned [Among the assignments in which the staff has been involved,

indicate the following information for those assignments that best

illustrate staff capability to 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

describes myself, my qualifications, and my experience. I understand that any willful

misstatement described herein may lead to my disqualification or dismissal, if engaged. I

further confirm that I will be available and interested to participate in this assignment as

proposed.

Date: [Signature of staff member or authorized representative of the staff] Day/Month/Year Full name of authorized representative:

Section 4. Financial Proposal – Forms 45

45

SECTION 4. FINANCIAL PROPOSAL - FORMS

FIN-1 Financial Proposal Submission Form FIN-2 Summary of Price FIN-3 Breakdown of Remuneration

Note: Comments in brackets provide guidance only for the preparation of Financial

Proposal; therefore they should not appear on the Financial Proposal to be submitted.


46

FORM FIN-1 FINANCIAL PROPOSAL SUBMISSION FORM

[Dar es Salaam, Date]

To: Chief Executive Officer,


Development House,


P.O.Box 8327,

Dar es Salaam

Tanzania.


Dear Sirs: We, the undersigned, offer to provide the consulting services for the “Energy Project - Consulting Engineer, Construction Supervision, and Capacity Assessment and Design of Technical Assistance” in accordance with your Request for Proposal dated [Insert Date] and our Technical Proposal. Our attached Financial Proposal is for the lump sum fixed price of [Insert amount(s) in words and figures

1]. This price is composed of [insert amount] for the

base period and [insert amount] for the option period. 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 1.12 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: Name and Address Amount USD Purpose of Commission of Agents or Gratuity 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:


47

Name of Firm:

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 be paid by us to agents relating to this Proposal and Contract execution.”


FORM FIN-2 SUMMARY OF PRICES

ITEM COSTS in USD

Price for Base Period

Price for Option Period

TOTAL PRICE OF FINANCIAL PROPOSAL (Base plus Option

Periods)2

2 This is the amount to be shown on Form FIN-1


FORM FIN-3 BREAKDOWN OF REMUNERATION1

[Information to be provided in this Form shall only be used to establish payments to the

Consultant for possible additional services requested by MCA-Tanzania]

Name2 Position3

Staff Daily Rate in

USD Staff-month Rate in USD

4

Foreign Staff [Home]

[Field]

Local Staff [Home]

[Field]

1 Form FIN-4 shall be filled in for the same Professional and Support Staff listed in Form TECH-9. 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-8. 4 Indicate separately staff-month rate for home and field work. Each rate should be fully loaded, e.g.,

include all indirect costs, overhead, and profit.

Section 5. Terms of Reference 50

DRAFT DATED 05 December 2007

SECTION 5. TERMS OF REFERENCE

Consulting Engineer / Construction

Supervisor for Energy Projects

December 2007

Section 5: Terms of Reference 51

TABLE OF CONTENTS

1 THE CE ROLE 56

1.1 GENERAL OBJECTIVES 56 1.1.1 Consulting Engineer Activities 56 1.1.2 Construction Supervision Activities 56 1.1.3 Technical Assistance (Institutional Development) Activities 56

1.2 ENERGY PROJECTS 57 1.3 SEQUENCING OF CONTRACT ACTIVITIES 57

1.3.1 Phase I 57 1.3.2 Phase II 58

1.4 TERMINOLOGY 58

2 GENERAL ACTIVITIES FOR ALL THREE ENERGY PROJECTS 60

2.1 PHASE I 61 2.1.1 Project Office in Tanzania 61 2.1.2 Implementation Plan 61 2.1.3 Monthly Progress Reports 61 2.1.4 Technical Studies, Surveys, Preliminary Design and Specifications 62 2.1.5 Environmental and Social Impact Assessments 62 2.1.6 Resettlement Action Plan (RAP) 63 2.1.7 Consents and Permits 64 2.1.8 Preliminary Technical Documents for Tender Packages 64

2.2 PHASE II 64 2.2.1 Project Office in Tanzania 64 2.2.2 Tender Packages 64 2.2.3 Short-listing of Pre-Qualified Tenderers 65 2.2.4 Tendering Process (Period Leading to Contract Award) 66 2.2.5 EPC Construction Period 66 2.2.6 Design Review 68 2.2.7 In-Factory Inspections 69 2.2.8 Site Construction Activities 69 2.2.9 Supervision of Commissioning and Tests on Completion 70 2.2.10 Health, Safety And Environment 70 2.2.11 Review and Monitoring of Schedule 71 2.2.12 Budgetary Control 71 2.2.13 Progress Reports 72 2.2.14 Disputes 72 2.2.15 Defects Notification Period 73 2.2.16 Technical Assistance and Implementation 73

3 SPECIFIC ACTIVITY - DISTRIBUTION SYSTEM REHABILITATION AND EXTENSION

75

3.1 PHASE I 75 3.1.1 Project Office in Tanzania 75 3.1.2 Implementation Plan 75 3.1.3 Monthly Progress Report 75 3.1.4 Technical Studies, Surveys, Preliminary Design and Specifications 75 3.1.5 Environmental and Social Impact Assessments 76 3.1.6 Resettlement Action Plan (RAP) 77 3.1.7 Consents and Permits 77 3.1.8 Preliminary Technical Documents for Tender Packages 77

3.2 PHASE II 77 3.2.1 Project Office in Tanzania 77 3.2.2 Tender Packages 77 3.2.3 Short-listing of Pre-Qualified Tenderers 78 3.2.4 Tendering Process (Period Leading to Contract Award) 78


3.2.5 EPC Construction Period 78 3.2.6 Design Review 78 3.2.7 In-Factory Inspections 78 3.2.8 Site Construction Activities 78 3.2.9 Supervision of Commissioning and Tests on Completion 78 3.2.10 Health, Safety And Environment 78 3.2.11 Review and Monitoring of Schedule 78 3.2.12 Budgetary Control 79 3.2.13 Progress Reports 79 3.2.14 Disputes 79 3.2.15 Defects Notification Period 79 3.2.16 Technical Assistance and Implementation 79

4 SPECIFIC ACTIVITY - ZANZIBAR INTERCONNECTOR 81

4.1 PHASE I 81 4.1.1 Project Office in Tanzania 81 4.1.2 Implementation Plan 81 4.1.3 Monthly Progress Report 81 4.1.4 Technical Studies, Surveys, Preliminary Design and Specifications 81 4.1.5 Environmental and Social Impact Assessments 84 4.1.6 Resettlement Action Plan (RAP) 85 4.1.7 Consents and Permits 85 4.1.8 Preliminary Technical Documents for Tender Packages 85

4.2 PHASE II 85 4.2.1 Project Office in Tanzania 85 4.2.2 Tender Packages 86 4.2.3 Short-listing of Pre-Qualified Tenderers 86 4.2.4 Tendering Process (Period Leading to Contract Award) 86 4.2.5 EPC Construction Period 86 4.2.6 Design Review 86 4.2.7 In-Factory Inspections 86 4.2.8 Site Construction Activities 86 4.2.9 Supervision of Commissioning and Tests on Completion 86 4.2.10 Health, Safety And Environment 86 4.2.11 Review and Monitoring of Schedule 86 4.2.12 Budgetary Control 86 4.2.13 Progress Reports 86 4.2.14 Disputes 87 4.2.15 Defects Notification Period 87 4.2.16 Technical Assistance and Implementation 87

5 SPECIFIC ACTIVITY - MALAGARASI HYDROPOWER AND KIGOMA DISTRIBUTION

88

5.1 PHASE I 88 5.1.1 Project Office in Tanzania 88 5.1.2 Implementation Plan 88 5.1.3 Monthly Progress Report 89 5.1.4 Technical Studies, Surveys, Preliminary Design and Specifications 89 (i) T&D System Study and Analysis 89 (ii) T&D Lines Route Survey 90 (iii) Topographical Survey for Dam and Access Road 90 (iv) Access road and bridge construction contracts 90 (v) Geotechnical Site Investigations 90 (vi) Hydrological Studies 91 (vii) Preliminary Engineering Design 91 5.1.5 Environmental and Social Impact Assessments 92 5.1.6 Resettlement Action Plan (RAP) 93 5.1.7 Consents and Permits 94 5.1.8 Preliminary Technical Documents for Tender Packages 94

5.2 PHASE II 95


5.2.1 Project Office in Tanzania 95 5.2.2 Tender Packages 95 5.2.3 Short-listing of Pre-Qualified Tenderers 95 5.2.4 Tendering Process (Period Leading to Contract Award) 95 5.2.5 EPC Construction Period 95 5.2.6 Design Review 95 5.2.7 In-Factory Inspections 95 5.2.8 Site Construction Activities 95 5.2.9 Supervision of Commissioning and Tests on Completion 95 5.2.10 Health, Safety And Environment 96 5.2.11 Review and Monitoring of Schedule 96 5.2.12 Budgetary Control 96 5.2.13 Progress Reports 96 5.2.14 Disputes 96 5.2.15 Defects Notification Period 96 5.2.16 Technical Assistance and Implementation 96 5.2.17 Institutional Assessment and Operator Concession 96

6 DELIVERABLES AND PAYMENT SCHEDULE 98

6.1 PHASE I 98 6.2 PHASE II 98

7 REQUIRED RESOURCES 104

7.1 GENERAL QUALIFICATIONS OF CE 104 7.2 KEY PERSONNEL QUALIFICATIONS 104

7.2.1 Project Director 104 7.2.2 Deputy Project Director -Hydro Specialist 105 7.2.3 Deputy Project Director -Submarine Cable Specialist 105 7.2.4 Deputy Project Director -T&D Specialist 105 7.2.5 Environmental Specialist 105 7.2.6 Social Specialist 106 7.2.7 Construction Supervision, Quality Control, and Assurance Specialist 106


Abbreviations

CE Consulting Engineer CS Construction Supervisor DoE Zanzibar Department of Environment EPC Engineer, Procure, and Construct GoT Government of Tanzania MCA-T Millennium Challenge Account – Tanzania MCC/A Millennium Challenge Corporation/Account NEMC National Environment Management Council PA Procurement Agent QCBS Quality and Cost Based Selection TANESCO Tanzania Electric Supply Company TOR Terms of Reference ZECO Zanzibar Electricity Corporation


Background

The United States of America acting through the Millennium Challenge Corporation (MCC) has granted to the Government of Tanzania (GoT) MCC funding that seeks to reduce poverty, stimulate economic growth, and increase household incomes through targeted infrastructure investments in transport, energy, and water sectors. The energy sector projects include: (i) Distribution Systems Rehabilitation and Extension Activity in Six Regions; (ii) Malagarasi Hydropower and Kigoma Distribution Activity; and (iii) Zanzibar Interconnector Activity.

MCA-Tanzania (MCA-T), as the “Employer”, will hire a consulting firm based on the Quality and Cost Based Selection (QCBS) procedures to provide engineering consulting services, and undertake Construction Supervision of Engineer, Procure, Construct (EPC) contracts. Collectively the Consulting Engineer (CE) and Construction Supervision (CS) firm will be called CE in this document. The CE’s role is to act as the in-house technical advisor to TANESCO and MCA-T. A Procurement Agent (PA) will be responsible for contracting activities under a separate agreement with MCA-Tanzania. The CE is not the PA but shall provide technical/engineering input to the PA or provide assistance when requested by PA.

The Tanzania Electric Supply Company (TANESCO) is the only Implementing Entity and as such is responsible for successfully implementing the energy projects on behalf of MCA-T. The CE’s role is to assist MCA-T and TANESCO in the implementation of the three energy projects. In addition, the CE will identify institutional and capacity development needs at TANESCO and the Zanzibar Electricity Corporation (ZECO), and help develop and implement appropriate technical assistance programmes.


1 The CE Role

1.1 GENERAL OBJECTIVES

The objective of the Contractor is to serve as the Consulting Engineer/Construction Supervisor (CE) for MCA-T and TANESCO, and to assist in a technical consulting and project management role for the successful development and implementation of all three energy projects, during the period prior to Compact Entry-Into-Force (estimated date September 2008) and continuing through the five year Compact period. Where an obligation placed upon the CE in this agreement will require actions by a contractor for proper implementation, the CE shall ensure that the related EPC contract developed reflects these obligations. The CE role can be broadly summarized as follows:

1.1.1 Consulting Engineer Activities

(a) Carry out supporting fieldwork, data collection, surveys, and technical studies to supplement available feasibility studies prior to EPC contract documentation.

(b) Develop technical sections of the EPC tender and contract documentation for the three energy projects and various sub-projects.

(c) Develop technical sections of the tender and contract documents for the preliminary construction work for the access road to the Malagarasi dam site and to monitor the execution of this contract.

(d) As an in-house engineering and technical consultant, provide assistance to MCA-T and TANESCO during the contract period to successfully manage implementation of the three energy projects.

1.1.2 Construction Supervision Activities

(a) Monitor, report and guide, as determined by the EPC contracts, the various EPC contractors who will be responsible for the implementation of the three activities.

1.1.3 Technical Assistance (Institutional Development) Activities

(a) Work with TANESCO, ZECO and MCA-T during the duration of the contract so that technical and managerial capability for the implementation of the energy projects is adequately developed and transferred through trainings and workshops. CE shall provide three workshops per year during Phase II on topics to improve the long-term sustainability of the energy projects and to improve effectiveness of project implementation. Some examples of topics to be covered by the proposed workshops are listed in Section 2.2.16.

(b) CE shall conduct a needs assessment for institutional development and technical assistance at TANESCO and ZECO. The CE shall draft terms of reference (TORs) and assist the Procurement Agent (PA) with contracting consultants to execute specialized capacity building and technical assistance programs. Some of the specialized technical assistance topics are listed in Section 2.2.16.


1.2 ENERGY PROJECTS

The three energy projects, detailed descriptions for which are given later in this document, are:

(a) Distribution System Rehabilitation and Extension in six regions of Tanzania (the “T&D Project”).

(b) Zanzibar Interconnector (the “Zanzibar Project”). (c) Malagarasi Hydropower and Kigoma Distribution (the “Hydro Project”).

1.3 SEQUENCING OF CONTRACT ACTIVITIES

The services under this contract are expected to be provided over a period of approximately five and a half years, with a base period of approximately six to nine months. Activities under the first phase (Phase I) of this contract will be funded through MCC pre-Compact funding (called 609(g) funding), which will support supplementary technical and environmental studies, fieldwork, data collection, surveys, preliminary design and draft performance specifications for EPC bid document preparation. Detailed lists of deliverables are presented in Section 6. At its discretion, MCA-T may exercise the option for the second phase (Phase II) of work. Activities under Phase II of this contract will be financed through the MCC Compact funding to support finalization of EPC bidding documents, construction supervision, technical assistance, and other such activities as identified under each activity later in this document (Sections 3, 4, and 5). A detailed list of deliverables under Phase II is presented in Section 6. Phase I may overlap with Phase II work.

Phase I

Phase II

6-9 months

609(g) funding5 Years

Compact funding

Exercise option

1.3.1 Phase I

This Phase consists of pre-construction studies and surveys needed to confirm various engineering factors of the projects, preparatory studies to obtain data and information needed by a tenderer to quote with increased confidence, and the advance works needed to improve the overall schedule, prior to the issue of the tenders for the various EPC contractors’ work. This phase should lead to the preparation of EPC tender packages or the collection and organization of substantially complete data/information to prepare tender packages including performance specifications and preliminary designs, where needed. Complete list of tasks to be completed and deliverables to be submitted are listed in Sections 3, 4, and 5. List of deliverables are presented in Section 6.


1.3.2 Phase II

This phase will cover all the work needed after Phase I to ensure a successful completion of the three energy projects and the technical assistance activities. The major tasks under this phase include, but are not limited to:

(a) Review preliminary designs, drawings and schedules for further preparation of all technical aspects of tender documents and drafts of the necessary technical portions of contractual documents to be entered between MCA-T and Consultants and/or EPC Contractors. Where preliminary designs, specifications, drawings and schedules need to be finalized, the CE shall build upon the work done in Phase I to complete all necessary tasks for EPC documentation.

(b) Assist in technical assessment of tenders, review evaluation reports for tenders, and assist in contract negotiations, if requested.

(c) Assist with preparation of stand alone contract documents (technical) after negotiations.

(d) Review of the contractor’s designs, schedule, manufacturing, quality control and tests.

(e) Monitor contractor works on site, contractors’ relevant internal reports and attend tests both at site and in factory.

(f) Oversee completion of minor works after handover, during the Defects Notification Period or plant Warranty Period.

(g) Provide Technical Assistance (TA) to TANESCO and ZECO based on a needs assessment. Where specialized firms are required for TA, CE will assist in the drafting of TORs, identification of potential firms that can provide identified technical assistance activities, and assist MCA-T and TANESCO with any technical input needed during the contracting process.

(h) Coordinate with other consultants that are involved in activities such as monitoring and evaluation, environmental, and procurement within MCA-T or MCC so that accurate information is shared between various parties and appropriate assistance is provided to TANESCO and ZECO, as and when requested.

1.4 TERMINOLOGY

For this contract, MCA-T is the Employer or the Client. However, the CE shall work closely with TANESCO, who is the Implementing Entity (project manager) for MCA-T. An Implementing Entity Agreement between MCA-T and TANESCO will govern their relationship. A Procurement Agent (PA) will be responsible for all procurement activities. The proposed implementation structure of the three Energy Project Activities is shown in the diagram below. The CE shall provide technical input to the PA and provide assistance when requested by the PA as set forth below.


MCC(HQ & Country Team)

MCA-Tanzania(Accountable Entity)

Accountable Entity Agreement

TANESCO(Implementing Entity - Energy)

Implementing Entity Agreement

Strategic Planning & Projects

Procurement Management Unit

6-Region T&DMalagarasi Hydro

&Kigoma Mini-Grid

Zanzibar 2nd Interconnector

Mbeya&

IringaDodoma Morogoro Tanga Mwanza

AccessRoad

Sub-Sea Cable &Overhead Extensions

Specifications and TORs

Oversight, monitoring and supervision on behalf of TANESCO

Engineering Consultantand EPC Construction

Supervisor

Independent Engineer

Contract

Technical consulting, supervision and capacity building

RFP for T&D Activities

TANESCO User Departments

EPC Contract Supervision on behalf of MCA-T

User Departments

TANESCO & ZECO

PowerProject

ExternalProcurement

Advisor

RFP for Cable and Hydro Activities. Procurement oversight, advice and assistance

ESA Oversight

MCC(HQ & Country Team)

MCA-Tanzania(Accountable Entity)

Accountable Entity Agreement

TANESCO(Implementing Entity - Energy)

Implementing Entity Agreement

Strategic Planning & Projects

Procurement Management Unit

6-Region T&DMalagarasi Hydro

&Kigoma Mini-Grid

Zanzibar 2nd Interconnector

Mbeya&

IringaDodoma Morogoro Tanga Mwanza

AccessRoad

Sub-Sea Cable &Overhead Extensions

Specifications and TORs

Oversight, monitoring and supervision on behalf of TANESCO

Engineering Consultantand EPC Construction

Supervisor

Independent Engineer

Contract

Technical consulting, supervision and capacity building

RFP for T&D Activities

TANESCO User Departments

EPC Contract Supervision on behalf of MCA-T

User Departments

TANESCO & ZECO

PowerProject

ExternalProcurement

Advisor

RFP for Cable and Hydro Activities. Procurement oversight, advice and assistance

ESA Oversight


2 General Activities for all Three Energy Projects

This section outlines general scope of work for all three Activities. Specific scopes of work are presented in Sections 3, 4 and 5. The picture below identifies the general locations of the three Activities.


2.1 PHASE I

2.1.1 Project Office in Tanzania

The CE shall within one month of the Commencement Date, establish an office, communications and representative engineering staff with a minimum of two qualified professional engineers, one nominated as project manager in Dar-es-Salaam, preferably located within the TANESCO building or in close proximity to TANESCO headquarters.

The office, project manager, engineers, supporting staff, systems, subject matter experts, and project capability shall be maintained at a level to ensure the required project progress.

The project manager shall arrange and meet with MCA-T, in the presence of TANESCO representative(s), on at least a monthly basis to report on progress, plan for the next three months and co-ordinate the project requirements. Other meetings shall take place whenever necessary as determined by MCA-T or the CE. CE shall maintain a day-to-day contact with TANESCO project teams.

The CE shall note that the proposed project sites are located across the Mainland and on Unguja Island. Consequently, several site visits and extended trips to these locations should be planned accordingly to deliver the work products to MCA-T at the end of Phase I.

2.1.2 Implementation Plan

The CE shall create a comprehensive Implementation Plan in conjunction with MCA-T and TANESCO that shall cover as a minimum:

1) Organisation matrix for the project participants. 2) Communications database – MS Excel or similar – suitable for use by all project

participants. 3) Critical Path Network (CPN) in Primavera, SureTrak, Microsoft Project or similar

capability software covering all activities foreseen for the period of engagement – suitable for use by key project participants. The project schedule should be detailed enough for TANESCO to expand and refine it, and use it as a management tool during project implementation.

4) Deliverable list for reports and documents to be developed or received by the CE, including dates, copy distribution, names and content outlines.

5) Programme of meetings and key dates for delivery of documents and reports.

The Implementation Plan shall be kept current and shall reflect all significant changes to date. Past Plans shall be archived and available for review if requested.

Monthly Progress Reports shall include the latest Implementation Plan in electronic form.

2.1.3 Monthly Progress Reports

Within ten days from the end of each month the CE shall deliver to MCA-T and TANESCO a monthly Progress Report for the previous month covering the work undertaken by contractors for each of the three energy Activities, on-going work, and planned work being undertaken.


2.1.4 Technical Studies, Surveys, Preliminary Design and Specifications

The CE shall complete the necessary technical studies, fieldwork, data collection, surveys, mapping, preliminary design and the development of performance specifications as are necessary for the preparation of EPC bid packages. Specific technical studies, surveys and preliminary design to be completed by the CE are discussed under Sections 3, 4, and 5. The end result of this process should be the validation of bill of quantities necessary for EPC contracting and updated project costs. The deliverables of Phase I are the final drafts of technical studies, surveys, preliminary design and specifications which are self-standing and one that can be finalized to prepare bid packages during Phase II.

2.1.5 Environmental and Social Impact Assessments

In general, the following processes and content of an ESIA will be undertaken and integrated into tender documentation for EPC design and construction contracts. The assessments will be completed in accordance with the Environmental Management Act of 2004, Environmental Impact Assessment and Audit Regulation of 2005 for Mainland and the Environmental Management for Sustainable Development Act, No 2 of 1996 for Zanzibar and associate regulations, relevant policies, guidelines and procedures and MCC Environmental Guidelines and social requirements, including the MCC Gender Policy. Each project has different degrees of preparation of environmental and social studies and the CE will need to confirm the status and completeness of previous studies against the requirements outlined in these TOR; the currently known status is indicated in Sections 3, 4, and 5, respectively. The ESIA that the CE will develop shall generally include the following sections and information, but not be limited to:

a) Confirmation of the MCC classification or revision as appropriate for the latest information.

b) Scoping exercise to gain an accurate understanding of the project and all its components identifying the correct legislative procedures, full project area and extent, the project alternatives and identification of stakeholder groups including dialogue. Assessment of the scale of consultation with immediately affected communities. Scoping document to be submitted to National Environment Management Council (NEMC) and Division of Environment for the Zanzibar Interconnector project

c) A description of the development proposed, comprising information about the site and the design and size or scale of the development.

d) Baseline data collection and presentation to enable the reader to identify and assess the main effects which that development is likely to have on the environment. Where data does not exist further baseline surveys should be undertaken.

e) Impact Assessment - a description of the likely significant effects, direct and indirect, on the environment of the development, explained by reference to its possible impact on: human beings, flora, fauna, soil, water, air, climate, the landscape, the inter-action between any of the foregoing, material assets, and the cultural heritage.

f) Where significant adverse effects are identified with respect to any of the foregoing, a description of the measures envisaged in order to avoid, reduce or remedy those effects.


g) A description of the communities (including demographics, livelihoods, etc) immediately and indirectly impacted by the construction and operation of the activity. A summary of community-based consultation to date should also be included as well as the identification of existing or potential gender and social differences and inequalities, community-specific risks to construction and operation.

h) A summary in non-technical language of the information specified above.

i) Production of a report detailing the outcomes of the Environmental and Social Impact Assessment (ESIA).

j) Production of an Environmental and Social Management Plan (EMP) framework describing the required mitigation and monitoring plan.

The monitoring plan will cover the construction and operational phases of each project. The plan will be required to contain generic good practice environmental management measures commensurate with undertaking any construction work and site specific mitigation and control measures geared to address specific impacts identified as part of the ESIA. The document should make specific reference to Health, Safety, Security and Environmental (HSSE) requirements that MCC requires to be implemented, including possible training and public awareness activities for workers, communities and operators by the EPC contractor. A monitoring program is required to be developed for each issue detailing as necessary the parameters to be monitored, monitoring equipment, tests to be carried out, frequency of monitoring and roles and responsibilities.

The CE will ensure that the results of the ESIA and the requirements of the EMP for each project are incorporated into tenders, publicly disclosed with a comprehensive consultation program (preferably in conjunction with MCA-T’s public outreach activities), posted on the MCA-T website and that the contractor adheres to the requirements of the EMP (during construction supervision).

2.1.6 Resettlement Action Plan (RAP)

The CE will develop and undertake, where necessary, Resettlement Action Plans (RAPs) fully in line with Land Acquisition Act (No. 47 of 1967), the Land Act (No.4 of 1999), the Village Land Act (No. 5 of 1999) and their associated Regulations for Mainland and for Zanzibar there are several law and regulations on issues of land use, land ownership, settlement and compensation. There are some National policies which are general for the union, and there are other regulations that are Pemba/Zanzibar specific. Key relevant regulations include: Zanzibar Constitution Section 17 Sub Section 1, 2, 3. The section touches protection of property, Land Tenure Act No 12 of 1992, Land Acquisition Act (assessment of compensation1949) Cap 96 and also Land Act No. 4 of 1998. RAPs must also be compliant with World Bank Operational Policy 4.12. As a general principle, route selection should be undertaken to avoid resettlement. It is expected that the CE will work closely with the Ministry of Lands, Housing and Human Settlements Development to certify the valuation of properties and implementation of the RAPs with the appropriate government entity.

The CE shall review resettlement planning and mitigation by reviewing resettlement impacts identified in the environmental and social impact assessment and the resulting EMPs or RAPs. Reviews will ensure that the resettlement issues are addressed in


accordance with Union, Mainland and Island Legal and Institutional Frameworks and MCC Guidelines (which follows World Bank OP4.12 guidelines).

2.1.7 Consents and Permits

MCA-T, TANESCO and ZECO in assistance of the CE to identify the consents and permits required. CE to identify whose responsibility it is to obtain those permits and consents. MCA-T, TANESCO or ZECO will assist the CE in obtaining all relevant permits and consents. The costs of such permits will be borne by the CE.

The procedures for obtaining the necessary Consents and Permits shall be followed, supported by maps, plans and drawings together with all other requirements to enable applications to be submitted.

2.1.8 Preliminary Technical Documents for Tender Packages

At the end of Phase I, the CE shall prepare preliminary technical documents for tender packages for the three projects. These shall include, but not limited to, the following:

(a) EPC technical and performance specifications

(b) Technical aspects for the General Conditions of Contract

(c) Technical aspects for the Particular Conditions of Contract

(d) Drawings

(e) Technical schedules

(f) Price schedules

(g) Any other technical requirements specific to the three projects

2.2 PHASE II

2.2.1 Project Office in Tanzania

The CE shall establish and maintain fully fledged site offices in Dar-es-Salaam, Malagarasi, a project office in Zanzibar for the cable project, and a centralized site office for Distribution System Rehabilitation and Extension project in the six (6) Regions for the duration of the implementation of three energy projects. As the Construction Supervisor, the CE shall also have a sufficiently regular presence at construction sites once construction begins.

2.2.2 Tender Packages

In close collaboration with MCA-T, TANESCO and ZECO, the CE shall provide technical input, as necessary, in preparing technical portions of tender / contract documentation for the three energy projects for each contract within a project. The CE shall provide technical


input to complete the tender documentation for each of the following separate EPC contracts:

(a) Zanzibar submarine cable and associated overhead transmission works including switchgears, substation upgrading and power compensation equipment at appropriate locations.

(b) Malagarasi hydro scheme and associated transmission and distribution system; and access road with associated bridge.

(c) Up to six separate contracts for the transmission and distribution work in various regions. The number of contracts may be reduced by MCA-T and TANESCO at the recommendation of the CE.

It is not envisaged that all the tenders are issued, returned or contracts drawn up at the same time. Each project will have its own schedule.

The CE shall assist with, but not limited to, the following:

1) Invitation to Tender 2) Technical documentation needed to implement a tender and subsequent contract,

including but not limited to: (a) Technical instructions to tenderers including lists of the documents and

information to accompany the tender. (b) Technical schedules for completion by tenderer. (c) Conditions of Contract to the extent that technical input is required for either the

General or Particular Conditions. (d) Technical specifications describing the project and its requirements. (e) Drawings in support of the specifications. (f) Pricing schedules for both the fixed lump-sum and rates for variations, if needed. (g) Schedule of key dates for project construction. (h) Administrative requirements for the proper running of the project by both

contractor and owner. (i) Environmental and social requirements including those related to the completion of

compensation for resettlement, the integration of environmental management plans and HIV/AIDS prevention and awareness activities.

(j) Technical data, survey results, background technical information, etc. that may be of use to a tenderer to bid with increased confidence.

(k) Other items agreed as necessary to ensure a successful project.

2.2.3 Short-listing of Pre-Qualified Tenderers

The CE shall assist the Procurement Agent in developing contractor’s selection criteria. In particular, the CE shall assist in:

(a) Preparing pre-qualification documents and issuing a request for tenderers to submit prequalification application for the project, which shall include indications of potential tenderers’ competence to carry out the Works.

(b) Providing appropriate technical input to MCA-T, Procurement Agent or the Technical Evaluation Panel to help in the evaluation of prequalification application responses.


(c) Providing appropriate level of technical input to MCA-T, Procurement Agent or the Technical Evaluation Panel to develop a shortlist of potential tenderers to whom invitation to bid will be sent. The process of procurement is the responsibility of the Procurement Agent not the CE.

2.2.4 Tendering Process (Period Leading to Contract Award)

The CE shall maintain an engineering presence in Dar es Salaam during the tender period for all energy project contracts.

(a) Issue Tender: The CE shall assist the Procurement Agent, as requested, in issuing the tenders.

(b) Respond to Queries: During the tender period, the CE shall be available to assist the Procurement Agent to respond to queries from potential bidders.

(c) Review and Report: Although the opening of returned tenders will be organized by the Procurement Agent, the CE shall participate in the evaluation and/or review and evaluation report of the tenders returned, covering technical substance/content, schedule and price offered. The CE, if requested by the Procurement Agent, shall assist in preparing the technical portions of the evaluation report of the tenders returned for each project.

(d) Tender Negotiations: The CE shall provide technical and project management input during negotiations of tenders between MCA-T and the tenderers. The CE, shall assist the Procurement Agent in the preparation of the contract documentation between MCA-T and the successful tenderer.

2.2.5 EPC Construction Period

During this period, the CE shall provide, at the minimum, the following services:

1) Attendance at, and participation in, kick-off meetings for the EPC Contract, in the Employer’s offices or on Site.

2) Attendance at, chairing and reporting (taking minutes) on monthly EPC Contract progress review meetings, and other meetings as required, on Site. Serving as a point of contact with the construction contractors on all technical matters relating to the EPC contract or other construction contracts. (Contractual matters will be handled by MCA-T, TANESCO and/or the Procurement Agent.)

3) Project management services. The extent of, and level of effort applied to these services shall be adequate to ensure that the requirements with respect to scope, quality, timeliness, cost and safety specified in the EPC contract are fulfilled. In relation to these requirements, the CE shall, as minimum, carry out the following specific tasks:

(a) Scope: interpret and enforce the EPC contract requirements in accordance with

their terms with respect to the supply and delivery of materials, equipment, services and documentation; review erection and commissioning and clearance/completion certificates.


(b) Quality: review and monitor adherence to the construction contractor’s quality plan; review the contractor’s drawings and documents for compliance with the Specification and relevant codes and standards; review manufacturers’ quality assurance/quality control procedures, and quality and test reports; perform selected in-factory quality inspections and prepare inspection reports; witness selected in-factory tests; review field quality procedures, test procedures and test reports; monitor construction quality and perform on-Site quality inspections; review and monitor compliance to environmental and social management plans; review commissioning procedures, monitor commissioning tests and review test reports.

(c) Timeliness: review the contractor’s schedule for the execution of all design, engineering, manufacturing, procurement, construction and commissioning activities, for logic and adherence to schedule key dates; monitor actual progress in relation to the agreed schedule; identify potential deviations from the agreed schedule; make recommendations to eliminate or work around potential delays. Attention should be paid to sequencing to permitting and the completion of involuntary resettlement activity, as stipulated in the MCA Compact.

(d) Cost: check the validity of applications for payments submitted by the contractor by determining their correctness in relation to the contractual entitlements and the status of Schedule/payment milestones; prepare payment certificates in consultation with the Employer; monitor committed and anticipated EPC Contract expenditures against the agreed Contract price and payment schedule; assess proposed Contract variations.

(e) Safety: review the contractor’s health and safety policy including HIV/AIDS prevention efforts; monitor the contractor’s working procedures for adherence to this policy; conduct monthly Site safety inspections and prepare inspection reports; monitor the implementation of corrective actions arising there from.

(f) Labour Working Conditions: Monitor contractor’s labour practices to ensure construction workers are treated according to Tanzanian and Zanzibar labour laws; conduct spot checks, inspect working conditions and prepare inspection reports; monitor the implementation of corrective actions arising there from.

(g) Technical review of the TANESCO electric system/EPC Contract interface, including review of documentation associated with the electrical connection and the preparation and transfer of technical information between the two parties necessary to adequately define and design the interface. Monitoring the construction of the connection works and their integration with the overall Site construction activities. Attendance at meetings with TANESCO system representatives on an ‘as-required’ basis.

(h) Technical support to the Employer, including preparation and/or compilation of technical information as required, in dealings with the planning authorities.

(i) Attendance on site for an initial six months after Taking Over of the Works to monitor any remedial works and clearance of snagging lists. A status report covering the review findings shall be prepared and submitted to the Employer after each visit.

(j) Assistance with dispute resolution including attending meetings as necessary.

(k) Preparation of monthly progress reports up to Taking Over.


2.2.6 Design Review

1) The CE shall ensure that the construction contractor has in place an appropriate plan for the execution of the design work and the preparation and submission of design documentation, and that a ‘design freeze’ date is clearly defined, identified and understood by all parties concerned.

2) Throughout the design review process, the CE shall focus on ensuring design and offered plant quality, safety, operability, maintainability, reliability and redundancy in compliance with the Employer’s specification, eventually resulting in a plant fulfilling the project requirements for performance.

3) After initial reviewing and commenting on the design plan, the CE shall then focus on the review of the ‘high level’ documentation, including important specifications, key drawings, philosophy documents and site procedures, which establish the basis for the subsequent detailed design.

4) The CE’s design reviews will focus primarily on issues of, but not limited to:

(a) Recognised design principles and concepts.

(b) Safety and working environment.

(c) Operability and maintainability.

(d) Scope of supply and compliance with EPC Contract requirements.

(e) Health and Safety, social responsibility and impacts on communities, and environmental protection.

(f) Compliance with EPC Contract defined Codes and Standards or (where appropriate) international design codes and standards.

(g) Plant operation in compliance with the Employer’s requirements.

(h) Control, protection and interlocking concepts.

(i) Civil and equipment layouts.

(j) Accessibility for operation and maintenance.

(k) Space and facilities for equipment transport and lifting.

(l) Review of layout drawings, flow sheets, single line diagrams (SLDs) and technical schedules for the mechanical and electrical works.

(m) Review of civil work design, execution drawings and analysis.

5) Drawings and documents shall be reviewed and categorised as follows by the CE:

Category 1: submissions that comply in all aspects with the requirements of the EPC Contract returned with ‘no comment’.

Category 2: submissions that comply in principle with the EPC Contract but require minor alterations will be returned ‘with comments’ and will be checked for compliance on re-submission of the document from the contractor.

Category 3: submissions that do not comply with the EPC Contract in principle shall be ‘rejected’. This will necessitate a re-submission by the contractor.

6) Document receipt, review, return and status shall be recorded by the CE in a register which shall serve to monitor the progress of design submissions and review and the


completion of the process. The contractor shall be obliged to mirror this register and make it available when requested.

7) A number of formal design review meetings may be held with the contractor, if deemed necessary by CE, during the design development in order to review status and progress of engineering and design.

8) The contractor will be required to submit operating and maintenance manuals for review and comment by the CE as early as possible within the EPC Contract period. The contractor will be required to identify the dates upon which particular sections of the manuals are to be available in draft and in final version for the CE’s review. Particular attention shall be paid by the CE to ensuring that the manuals are site specific and that they give comprehensive and easily navigated instructions for operation and maintenance of the plant and equipment as a whole.

2.2.7 In-Factory Inspections

1) Inspection visits shall be carried out by a combination of the CE’s inspectors where already available in-country, and inspection agencies in locations where the CE does not have a country presence.

2) Following each visit a report shall be prepared for MCA-T covering the inspection findings, highlighting status of factory process and any remedial action required by the contractor.

2.2.8 Site Construction Activities

1) The CE shall mobilise a site team with delegated responsibility to oversee the contractor’s work on Site, paying particular attention to safe working practices.

2) Daily records of construction and installation work shall be maintained by the CE at Site; these may use information supplied by the contractor and be subject to spot check by the CE. The CE shall review the contractor’s construction procedures for the execution and control of the Works.

3) The CE shall inspect the progress and quality of the Works in order to determine that the Works are being executed in accordance with the EPC Contract.

4) The CE shall witness all critical Site tests and procedures including: (a) Emergency shutdown operation (b) Plant performance tests (c) Plant reliability tests (d) Construction materials tests

5) The CE will maintain defects lists and the clearing of these will be monitored. 6) The provision of formal training by the contractor, in accordance with the appropriate

provision of the EPC Contract, will be monitored by the CE. 7) If any changes are made to EPC contractor’s design drawings and documents after

review, then these will be noted by the CE and will be recorded on record copies of the drawings and documents. The contractor will be required to revise and update all drawings and documents to “As Built” status and the CE shall monitor the correct incorporation of changes before the contractor is released from his obligations with respect to document completion.

8) Close-out of the Works shall be completed in a systematic fashion, including review and agreement on erection and commissioning clearance/completion certificates and defect clearance, in close consultation with the Employer. Minor defects not affecting Taking Over of the Projects shall be catalogued and agreed with the contractor for subsequent clearance during the Defects Liability Period.


9) An overall Works close-out report will be prepared by the CE. 10) The CE shall issue the Taking-Over Certificate under the EPC Contract. 11) The CE shall issue the Performance Certificate under the EPC Contract. 12) The CE shall obtain from the contractor for delivery to the Employer by no later than

the Taking Over of the Works the health and safety file for the EPC Contract. 13) Completion by the contractor of the appropriate operation and maintenance data and

manuals will be reviewed by CE.

2.2.9 Supervision of Commissioning and Tests on Completion

1) The CE shall review the contractor’s schedule and procedures for commissioning and performance testing. It is anticipated that these will be available for review and comment by the CE prior to the commencement of Site commissioning activities.

2) The CE will assist in the monitoring of the start-up, testing and commissioning activities and will report on these in routine Site reports.

3) Functional tests during commissioning shall be checked for compliance with design objectives and project requirements.

4) The CE shall ensure the satisfactory completion of pre-energisation checks, functional and mechanical tests and the commissioning of each element of the plant in a systematic way and the collection, recording and collation of test data.

5) The CE shall witness and monitor the actual performance testing in light of the previously agreed commissioning and performance testing procedures and acceptance criteria.

6) The CE shall participate in the performance tests to the extent necessary to ensure the correct implementation, recording and interpretation of the tests.

7) Care shall be taken to ensure that all commissioning records, including records of settings and readings during tests, are prepared and compiled for handover to the Employer’s operator.

8) Subsequent to completion of the performance tests a report on the success or otherwise of the tests shall be produced by the CE and submitted to the Employer. In particular, the CE shall assess the outcome of tests to which liquidated damages are applicable or which are relevant to final payment release.

9) Warranties and guarantees from the contractor and the sub-contractors in favour of the Employer shall be part of the EPC Contract.

2.2.10 Health, Safety and Environment

1) The CE shall ensure that the contractor finalises the health and safety, HIV/AIDS prevention and awareness plan and its human resources policy for the Projects prior to commencement of the construction of the Works and shall review, comment upon and approve the same to ensure compliance with industry best practice.

2) The CE shall participate in the contractor’s Health and Safety studies to the extent necessary to ensure that hazard identification and risk assessment activities are comprehensive and complete, and that corrective actions are specified in detail.

3) The CE shall ensure that contractor’s employment practices do not violate Tanzania and Zanzibar labour laws; and construction workers’ working conditions are reasonable. If conditions and practices are found to be inadequate or unacceptable, corrective actions are specified in detail. .

4) Upon completion of each site inspection, the CE site safety representative shall prepare an initial Site health, safety, environment and welfare report form containing


details of the contractor’s non-compliance and detailing remedial actions required. A detailed follow-up report shall be prepared for the Employer’s attention.

5) The CE shall promptly inform the Employer of any incidents relating to health, safety and environment and produce all appropriate statutory and other reports required in respect of the same.

6) The CE shall inform the Employer if any of the labour and worker health and safety clauses of the contract have been violated. The CE shall inform the Employer of any outstanding labor claims related to the contract. The CE shall promptly inform the Employer of any incidents of use of child labor or forced labour.

7) The CE shall advise the Employer regarding risks and insurance and check that agreed insurances are put in place by the contractor.

2.2.11 Review and Monitoring of Schedule

1) The EPC Contract schedule will be the overall management tool against which actual progress is monitored and against which any actual or potential delays can be identified early, thereby facilitating their elimination or mitigation. The current electronic revision of the CPN schedule will be supplied each month with the monthly progress report from the contractor.

2) The CE shall review the contractor’s schedule for completeness, logic and feasibility, provide comments thereon to the contractor and the Employer, and ensure that any required revisions are made.

3) The CE shall assess actual progress by liaison with its design review team, in-factory inspection and expediting team and Site supervision team(s), and by reference to the contractor’s progress reports. The CE shall review and comment on the contractor’s Schedule updates, showing actual progress, in light of its own assessment of actual progress.

4) The CE shall establish a regular meeting structure specifying who shall attend and their responsibilities. The CE shall define responsibilities, lines of communication, reporting and authorisation procedure between the CE, the Employer, the contractor and others as necessary until completion of the Projects and communicate these to all.

5) If requested, the CE may liaise with the MCA-T environment and social oversight consultants and the National Environment Management Council for monitoring environmental compliance of activities.

6) The CE shall prepare monthly reports highlighting any variances from the agreed Schedule, with particular reference to milestone and interface dates. If Schedule delays or potential delays are identified, then appropriate instructions allowed for under the terms of the EPC Contract will be issued. Close consultation shall be maintained with the Employer on such issues.

7) The CE shall check that the contractor is obtaining the statutory approvals and notifications required throughout the execution of the Projects in accordance with the agreed Schedule for the Projects.

8) The CE and Employer shall consider and determine the contractor’s entitlement to any extensions of time under the terms of the EPC Contract. The Employer shall issue appropriate notices to the contractor verifying the grant or refusal to grant any extension of time, giving appropriate reasons for the decision made.

2.2.12 Budgetary Control

1) The CE shall assess progress and status of work completed to determine the validity or otherwise of payments claimed by the contractor and advise the Employer with respect


to their disposition. The CE shall seek from the contractor and/or others such information as is necessary to enable the CE to verify the contractor’s applications for payment. The CE shall certify bills and invoices and prepare payment certificates for issue by the Employer. The CE shall advise the Employer of any appropriate deductions from the contractor’s applications for payment. The CE shall issue any appropriate notices of withholding on behalf of the Employer.

2) The CE shall seek from the contractor and/or others such information as is necessary to enable the Employer and the CE to evaluate and agree the value of any variation to the Works.

3) The CE shall advise the Employer as to whether or not delay or performance damages should be levied against the contractor under the terms of the EPC Contract. The CE shall issue any notices required as a pre-requisite to the Employer being able to levy such damages.

2.2.13 Progress Reports

1) The CE shall prepare and submit to the Employer, with copies to TANESCO, a formal monthly progress report covering, but not limited to, the following:

(a) Progress to date on all aspects of the Works including engineering, design, procurement, manufacturing, delivery, construction, erection, commissioning and testing.

(b) Details of work in progress.

(c) In-factory inspection and expediting.

(d) Problems encountered or anticipated.

(e) Key events occurring.

(f) Meetings held.

(g) Health, safety and environment issues.

(h) Any issues affecting community members and stakeholders

(i) Progress against the agreed Schedule.

(j) Cost and cash flow.

(k) Progress on capacity building

(l) Other items as required by the Employer.

2) The CE shall attend monthly progress meetings and other meetings as required with the contractor and others, shall write the minutes of such meetings and shall distribute copies to participants and the Employer.

2.2.14 Disputes

The CE shall, if and when required, provide assistance to the Employer in resolving disputes that may arise between the Employer and the contractor concerning the Works.


The CE shall use best effort and judgment to settle any dispute in a timely, fair and amicable manner, recording in full any discussions held and the outcome agreed in accordance with the EPC contract provisions. Should the dispute not be resolved and become the subject of arbitration or litigation, the CE shall ensure that all necessary records and documentation are maintained and available.

2.2.15 Defects Notification Period

(a) The proposed EPC Contract will require that after the Works are Taken Over there will be a 12 months Defects Notification Period.

(b) For the initial six months of the period one of the CE’s staff shall remain in full time attendance at Site to monitor the clearance of outstanding defects by the contractor against an agreed remedial works Schedule.

(c) Subsequent to demobilisation of this engineer, the CE shall initiate 1-day Site visits at regular 3-month intervals. The purpose of these visits will be to assess the plant status and operational performance against specific criteria. Subsequent to each visit the CE shall produce a visit report, recording all observations, for the Employer’s consideration. These visits shall continue up to the 12 month after Taking Over, at which time a final report shall be produced for the Employer with recommendations.

2.2.16 Technical Assistance and Implementation

During Phase II of the contract, the CE shall undertake a needs assessment for Technical Assistance (TA) to improve TANESCO and ZECO’s institutional capacity to sustain the three energy project activities. Apart from the special TA activities, the CE shall work closely with TANESCO and ZECO throughout the contract period so as to transfer knowledge related to industry best practices, project management techniques and decision making processes. For example, the CE shall provide, when requested, appropriate advice and assistance to TANESCO and ZECO in meeting certain Compact milestones related to the improvement in power quality and power reliability, reduction of power outages, increase in bill collection efficiency, reduction of grid losses and increase in new customer connection rates. The CE may design and/or implement specific TA programs to assist TANESCO and ZECO in meeting these milestones. TA activities shall be divided into two categories:

1) CE Designed and/or Implemented Programs: This includes TA programs that the CE shall develop and implement (CE’s tender price should include these activities). The CE shall conduct three TA activities (workshops, trainings, etc.) per year (lasting at least two days each) on topical subjects relevant to TANESCO and ZECO for organizational improvement and Compact milestone achievement. Examples of topics for workshop include, but are not limited to: (a) Project management techniques (b) Monitoring and evaluation of projects (c) Environmental management (d) Integrated water resources management (e) Distribution planning techniques (f) Demand side management methods including alternative energy access programs (g) Overview of least cost investment planning methods and tools


(h) Tariff system design principles, inclusive of pro-poor connection methods (i) Principles of power purchase agreements (j) Introduction to new energy technologies (e.g. solar PV, wind, gasification,

biofuels, etc.) (k) Customer service and Customer Information Systems (CIS) for utilities (l) Introduction to utility regulation and regulatory mechanisms (rate of return,

performance based, etc.) (m) Loss reduction techniques

2) Third Party Designed and/or Implemented Programs: TA programs that will be designed and/or implemented by third party specialist firms (CE’s tender price should not include these activities; a separate technical assistance budget is available from MCA). The CE will, in consultation with TANESCO and ZECO, identify key areas that require the services of third party specialist firms to provide the TA in the form of training, software, study tours, etc. Such special programs might include live wire repair techniques, software and training for distribution planning; a comprehensive study of demand side management potential and tools to achieve load reduction; study of gender and energy use; impacts of energy use on health and safety in the household such as indoor air pollution, develop and provide training for an institution-wide occupational health and safety program, develop pro-poor energy access program that includes pro-poor tariff and connection charges arrangements as well as alternative access methods, e.g. battery charging stations, etc.


3 Specific Activity - Distribution System Rehabilitation and

Extension

The “T&D Project” covers six regions of Tanzania: Tanga, Dodoma, Morogoro, Iringa, Mwanza and Mbeya. Its purpose is to:

1. Network Extension: Make extensions to the 33 kV, 11 kV and LV distribution systems to connect new customers. Improve supply quality e.g. voltage fluctuations, for existing customers, which will also attract new customers.

2. Reinforcement: In the same regions reinforce the supply to the distribution network from grid and primary substations.

Of the 247 sub-projects that make up the total of the extension project element, only a subset of these will be implemented as a result of budget constraints. The priorisation is based on each sub-project’s economic value. There are 22 reinforcement sub-projects. Individual feasibility reports have been prepared by TANESCO with assistance of third party consultants.

3.1 PHASE I

3.1.1 2.1.1 Project Office in Tanzania

See Section 2.1.1 for general instructions.

3.1.2 2.1.2 Implementation Plan


3.1.3 2.1.3 Monthly Progress Report


3.1.4 2.1.4 Technical Studies, Surveys, Preliminary Design and Specifications

See Section 2.1.4 for general instructions. Specifically, TANESCO has developed a prioritized list of Network Extension sub-projects approximate in value to the available funds. There is also a list of Reinforcement sub-projects to be implemented. For EPC Contract purposes, single-line diagrams and line route maps will be required. The CE shall:

(a) Review the list of extension sub-projects and confirm their ranking and costs.

(b) Review, at a level that is appropriate for EPC contract document preparation, the technical correctness (loading, voltage drop) and design adequacy of the extension sub-projects, based on original calculations, changes in anticipated loads, changes in routes etc.


(c) For any sub-projects that fail the high level review, obtain from TANESCO revisions to the project that are technically acceptable or, as appropriate, insert another suitable sub-project into the list.

(d) Review the reinforcement sub-project list to ensure that the designs conform to TANESCO standards and are appropriate for purpose. The CE shall discuss and review TANESCO’s standard specifications associated with the T&D Project to ensure that they are appropriate for this project (principally to avoid overly expensive equipment from being specified). Where changes could make significant cost reductions the CE shall make recommendations to MCA-T accordingly and seek guidance.

(e) Derive a finalized list of sub-projects for the T&D Project and validate bill of quantities and update project cost.

(f) Review the EPC Contract fieldwork requirements.

(g) Commence, with the assistance of TANESCO, sub-project mapping and diagram preparation.

(h) Identify any right-of-way requirements and land acquisition needs for TANESCO to expedite, complying fully with the resettlement action plan, as necessary (see Section 2.1.6 for RAP requirements).

(i) Identify any environmental and social issues that may have major impacts on any sub-project.

(j) Identify any issues that could present insurmountable problems to a sub-project and consider replacement of such sub-projects with alternatives in the finalized scope.

3.1.5 2.1.5 Environmental and Social Impact Assessments

The CE shall develop an Environmental Management Framework for the T&D project as a whole and carry out robust ESIA for those sub-projects that impact sensitive areas, such as Ruaha National Park, as outlined in Section 2.15. Specifically, the CE shall review or develop and undertake an overarching EMP for Distribution System Rehabilitation and Network Expansion. The CE shall ensure that the EMP Framework is submitted to the National Environment Management Council (NEMC) for approval and report to TANESCO when NEMC is involved in monitoring and auditing activities. As part of the EMP the CE shall develop a formalized route selection or confirmation methodology, as appropriate, taking into account both environmental and social criteria as part of route selection. It is expected that the EMP Framework will mirror previous EMPs derived by the World Bank for similar environmental management work in the sector

The CE shall develop Environmental and Social Management Plans (ESMPs) for sub-projects where environmental and/or social issues have been identified. Based on the finalized route selection the CE will develop a list of projects determined to require an ESIA and prepare ESIAs in accordance with the Environmental Management Act (EMA) of 2004 for Mainland and associate regulations, relevant policies, guidelines and MCC guidelines. A similar list of those not requiring the same will also be prepared.


The CE shall provide NEMC with a full list of sub-projects including a brief description (i.e. location, length, works to be undertaken, etc.) and highlighting those projects for which it has been identified that an ESIA might be required. The CE will obtain NEMC’s comments or approval on the list of sub-projects and report to the MCA-T and to TANESCO, NEMC’s comments and approval of the full list of sub-projects identifying any additional sub-projects for which NEMC may require an EMP. Should no sub-project be identified as requiring and a specific EMP the CE must also seek NEMC’s approval in this case and report findings to the MCA-T and TANESCO.

The CE will monitor the EPC contractor’s implementations of the EMPs and provide investigative reports. This will include ‘null’ reports so that the record history has entry for all sub projects.

3.1.6 2.1.6 Resettlement Action Plan (RAP)

The CE shall follow the general guidelines for RAPs as outlined in Section 2.1.6. For the T&D project, the CE shall prepare a Resettlement Framework based on the framework for a previously funded World Bank project. The Resettlement Framework shall also be in compliance with World Bank Operational Policy 4.12.

3.1.7 2.1.7 Consents and Permits

The CE shall follow the general guidelines for Consents and Permits as outlined in Section 2.1.7. Specifically, the CE shall assist TANESCO and MCA-T in obtaining the necessary Consents and Permits.

3.1.8 2.1.8 Preliminary Technical Documents for Tender Packages

The CE shall follow the general guidelines for Preliminary Technical Documents for Tender Packages as outlined in Section 2.1.8. At the end of Phase I, the CE shall complete technical sections of the tender package for the T&D Project for inclusion into the general tender format developed by the Procurement Agent.

There may be up to six contracts, one for each region, or possibly five if consolidation of two smaller regions into one proves more practical. This will be determined during Phase I in consultation with TANESCO and MCA-T.

3.2 PHASE II


The CE shall follow general guidelines as per Section 2.2.1. In particular, the CE shall ensure that the EPC Contractors provide sub-projects that fully comply with specifications and are built to schedule. Sufficient staff shall be available to ensure that the requirements of the T&D Project can be met.

3.2.2 2.2.2 Tender Packages

The CE shall follow general guidelines regarding tender packages as outlined in Section 2.2.2.


3.2.3 2.2.3 Short-listing of Pre-Qualified Tenderers

The CE shall follow general guidelines regarding short-listing as outlined in Section 2.2.3.

3.2.4 2.2.4 Tendering Process (Period Leading to Contract Award)

The CE shall follow general guidelines regarding tendering process as outlined in Section 2.2.4

3.2.5 2.2.5 EPC Construction Period

The CE shall follow general guidelines as per Section 2.2.5. In particular, the CE shall have presence in all project locations to ensure scope of work, quality, timeliness, cost and delivery of the project components.

3.2.6 2.2.6 Design Review

The CE shall follow general guidelines regarding design review as outlined in Section 2.2.6.

3.2.7 2.2.7 In-Factory Inspections

The CE shall follow general guidelines regarding design review as outlined in Section 2.2.7

3.2.8 2.2.8 Site Construction Activities


3.2.9 2.2.9 Supervision of Commissioning and Tests on Completion


3.2.10 2.2.10 Health, Safety and Environment

The CE shall follow general guidelines regarding design review as outlined in Section 2.2.10

3.2.11 2.2.11 Review and Monitoring of Schedule

The CE shall follow general guidelines regarding design review as outlined in Section 2.2.11. In particular, the CE shall establish teams in all project areas capable of monitoring contractor work, progress and tests. The CE shall ensure that the EPC contractors complete sub-projects that fully comply with specifications and are built according to schedule by:


(a) Monitoring progress by visiting sites on a sufficiently regular basis to ensure that designs are being correctly followed and that progress is as reported.

(b) Approving generic commissioning test procedures and attending the final commissioning of major sub-projects.

(c) Ensuring that the provisions in relation to meetings, reports, commissioning tests and records are adhered to.

3.2.12 2.2.12 Budgetary Control

The CE shall follow general guidelines regarding budgetary controls as outlined in Section 2.2.12.

3.2.13 2.2.13 Progress Reports

The CE shall follow general guidelines regarding progress reports as outlined in Section 2.2.13

3.2.14 2.2.14 Disputes

The CE shall follow general guidelines regarding progress reports as outlined in Section 2.2.14

3.2.15 2.2.15 Defects Notification Period

The CE shall follow general guidelines regarding progress reports as outlined in Section 2.2.15.

3.2.16 2.2.16 Technical Assistance and Implementation

The CE shall follow guidelines generally outlined in Section 2.2.16. In particular, the T&D program requires some specific sustainability and capacity building activities identified during due diligence. Activities that the CE shall assist will include:

(1) T&D equipment and parts: in order to sustain the networks in which the projects are to be developed, the need for certain T&D equipment and parts have been identified. The CE shall review the spares holdings in each of the six regions of the T&D Project and determine, in conjunction with TANESCO, the most appropriate items to be purchased. These parts will be purchased through a competitive procurement process using a separate capacity building budget. The CE shall assist the Procurement Agent, if requested, in developing the terms of reference for this procurement. If requested, the CE shall assist MCA-T and the Procurement Agent by providing technical input during tendering and negotiations.

(2) Transport: a shortage of transport for maintenance crews exists within the six regions and as part of the T&D Project it was identified that some alleviation of this problem and enhancement of the safety of work crews could be provided through the purchase of double-cab or equivalent trucks. The CE shall review the need for double-cab light


pick-up trucks and double-cab heavy duty specialty vehicles (e.g. 7 tonne and 3.5 tonne trucks with cranes or pole supports etc) in the six regions and, based on need and equitable provision of vehicles across the regions, shall review in conjunction with MCA-T and TANESCO the vehicle requirements and recommend the most appropriate vehicles to be purchased. These vehicles will be purchased through a competitive procurement process using a separate capacity building budget. The CE shall assist the Procurement Agent in developing the terms of reference for this procurement. If requested, the CE shall assist MCA-T and the Procurement Agent by providing technical input during tendering and negotiations.

(3) Tools and safety equipment: there is a general shortage of tools and safety equipment for work crews. The CE shall review, in conjunction with MCA-T and TANESCO, requirements in the six regions of the T&D Project and recommend items to be purchased. These tools and equipment will be purchased through a competitive procurement process using a separate capacity building budget. The CE shall assist TANESCO and/or the Procurement Agent in developing the terms of reference for this procurement.

(4) Network design capabilities: The current process of distribution network extension design requires improvement. The CE shall:

(a) Review, in conjunction with TANESCO, current methods of distribution network design and analysis, together with staff capabilities to carry them out.

(b) Recommend an appropriate methodology for TANESCO regional planning staff to follow in order to extend and reinforce distribution networks.

(c) Recommend appropriate software (it should not be overly complicated or difficult to use) such that staff in the six T&D Project regions can carry out load flow, voltage drop and fault calculations, together with other analyses as the CE sees appropriate e.g. optimum capacitor location.

(d) Identify the software, together with adequate hardware for the regions to be able to carry out network analyses and reporting.

(e) The recommended software, hardware and any training that might be required will be purchased through a competitive procurement process using a separate capacity building budget. The CE shall assist the Procurement Agent, if requested, in developing the terms of reference for this procurement. If requested, the CE shall assist MCA-T and the Procurement Agent by providing technical input during tendering and negotiations.


4 Specific Activity - Zanzibar Interconnector

The “Cable Project” will provide a supplemental 132 kV submarine transmission line to Zanzibar (Unguja Island) from Ubungo substation in Dar es Salaam to Mtoni substation outside Stone Town in Zanzibar. A new overhead line is required from Ubungo to a landing station adjacent to the existing Ras Kiromoni on the mainland, thence via submarine power cable to a new landing site on Unguja, adjacent to existing Ras Fumba. The submarine cable is expected to be routed adjacent to the existing 45 MW cable. From the landing site, a new overhead line is to be constructed, following the route of the original save where deviations are required to avoid settlements, into Mtoni substation.

Additional 132kV switchgear is to be installed at Ubungo, Kunduchi (Tegeta) and Mtoni. At Mtoni, new 132/33 kV transformers are to be installed, together with a quantity of 33 kV switchgear sufficient to interconnect into the existing 33 kV system. Provision for switched reactive compensation (capacitors) must also be made at Mtoni.

The new 132 kV circuits are to be rated at nominally 100 MW. A fibre optic cable is required to be incorporated into both the overhead line (in OPGW) and submarine cable with spare capacity for uses other than power circuit protection and supervision.

The CE shall note that although TANESCO is the lead project manager for all three energy projects, for the Zanzibar Project, ZECO will have representatives in the TANESCO project team. ZECO team members will provide appropriate technical input including routing and resettlement issues.

4.1 PHASE I


The CE shall follow general guidelines outlined in Section 2.1.1.






The CE shall follow general guidelines outlined in Section 2.1.4. Specifically, the CE shall undertake the following surveys and assist the Procurement Agent in pre-qualification activities:

i) Cable route survey

Sea-bed surveys along the route of the existing 45 MW interconnector have been carried out since 1980, the original installation date.


The CE shall develop and carry out a new survey along this route to confirm its suitability for installing a second submarine cable alongside the existing, but at sufficient separation such as to minimise the risk of maintenance work or external events on either cable affecting the other.

The survey shall include the route through the tidal zone up to the sites of the landing stations.

A key requirement of the survey is to ascertain sea-bed conditions and the probable impact of activities such as fishing and anchoring so that recommendations can be prepared over which portions of the route the cable shall be buried and at what depths below the sea-bed, and in other locations, the minimum requirements for protection of the cable from external interference of any type.

The CE will coordinate survey work for submarine cable installation with the survey(s) to be undertaken as part of the environmental impact assessments as detailed below.

ii) Survey of the Transmission Line Route and Sub-Station Extensions

The CE shall develop and carry out a survey for the overhead lines and substations. The survey shall include:

(a) Investigation of the extension of Ubungo 132 kV substation and route out of the substation of the start of the line.

(b) Survey of a route from Ubungo to Kunduchi (Tegeta) 132 kV substation suitable for a single-circuit overhead line which may utilise lattice-steel towers (as existing) or compact pole designs. Note that this line route may need to be of sufficient width to permit the subsequent upgrading of the overhead line to 220 kV operations. Consequently, the CE should investigate alternatives and propose the most cost effective and flexible option. Alternatives might include, but are not limited to (a) single circuit 132kV line with future expansion possibility; (b) double circuit 132kV (but use only one circuit only for this project); or (c) single circuit 220kV but energized at 132kV. The CE should also look at compact transmission tower/pole design to minimize the physical footprint so as to minimize or eliminate potential resettlement and land acquisition that might be needed. The CE should investigate and draw lessons from other recent donor-funded transmission projects in and around Dar es Salaam.

(c) Investigation of the extension of Kunduchi 132 kV substation and route out of the substation the two circuits Ubungo-Kunduchi and Kunduchi-Ras Kiromoni (landing station).

(d) Site survey for a new landing station at Ras Kiromoni adjacent to (probably inland of) the existing landing station, and a suitable line route to Kunduchi

(e) Site survey for a new landing station at Ras Fumba (on Unguja island) adjacent to (probably inland of) the existing landing station, and a suitable line route to Mtoni, parallel to the existing save where deviations are necessary to avoid settlements.

(f) Investigation of the extension of Mtoni 132/33 kV substation and route out of the substation of the new Ras Fumba to Mtoni circuit.


The procedure for undertaking the surveys shall be in accord with guidance from the relevant departments of the governments of Mainland and Zanzibar with regard to planning criteria, environmental impact, resettlement issues around religious and culturally significant structures and liaison with municipal authorities.

iii) Preliminary Pre-Qualification of Potential Cable Suppliers

The CE will prepare an outline of specifications and required schedule for the supply and installation of the submarine cable by such manufacturers and contractors, together with the results of surveys, sufficient to enable them to submit pre-qualification documents which shall include as a minimum:

(a) Evidence of experience in the manufacture, installation and putting to work of comparable submarine cable installations.

(b) Statements and undertakings (in the event of award) of manufacturing and installation capacity for the submarine cable portion of the Project, together with a preliminary schedule of key activities and milestones.

(c) Evidence that a suitable cable-laying ship can be made available to meet the above schedule, and indicate the additional resources required for any part of the route where constraints such as lack of water depth may require supplementary equipment such as barges.

(d) Confirmation that the cable can be installed as a three-core assembly with steel wire armouring and provide data such as weights of completed cable per unit length and typical dimensioned cross-section diagrams indicating the materials used in its construction.

(e) Confirm that the cable can be manufactured, tested, shipped and installed as one continuous length; if this is not possible, define the number of joints required and the methods used to make these joints at sea and applicable in-situ performance tests.

(f) Provide details of the preferred method of burying the cable in the seabed, and protecting at locations where this may not be possible. The prospective contractor shall also explain the means of installation at or adjacent to sensitive areas such as coral reefs, and bring out the shore ends.

(g) Confirm the size of cable in terms of conductor cross-sectional area and material required to deliver 100 MW or approximately 110 MVA at 0.9 p.f. lagging at voltage 132 kV –10% (119 kV) with all reactive power generated by the cable plus that demanded by the load being absorbed at one end only, whichever end is the most onerous case. Any requirements for the shore ends (portions of the cable above low water mark) with regard to installation conditions shall be defined, such that the shore ends do not limit the overall cable rating.

(h) Detail the means of sheathing to provide the principal barrier layer against water ingression, and the means to ensure the sheath and associated conductors, if applicable, can safely carry cable charging current. Precautions to minimise longitudinal water penetration in the event of damage are to be detailed.


(i) Recommend the most appropriate means to incorporate optical fibres within (or possibly external) to the power cable.

(j) Preliminary budget estimates, including the costs of alternatives to the base case, should these be proposed.

The CE shall provide its technical input to MCA-T and TANESCO (with consultation with ZECO) in a way that helps the Technical Evaluation Panel (TEP) to identify and rank those manufacturers and potential contractors on the basis of their ability to supply and complete the installation within the MCA-T timeframe.


The CE shall follow the general guidelines outlined in Section 2.1.5. The CE shall develop and undertake a full Environmental Audit (EA) of the existing submarine, followed by an ESIA as required under MCC Environmental Guidelines, and then develop an Environmental and Social Management Plan (ESMP) for the new Cable and associated Transmission line. The EA is expected to determine the extent of ESIA that will need to be undertaken. The EA, ESIA and ESMP will determine routing adjustments to avoid particularly sensitive areas and identify mitigation measures to minimize potential damage to the seabed and changes to the marine environment due to sedimentation associated with cable laying and trenching. The CE will ensure all key baseline studies and assessments are undertaken and EA, and ESIA completed in the shortest time possible and in compliance with the Environmental Management Act of 2004 and the Environmental Impact Assessment and Audit Regulations of 2005 for Mainland and the Environmental Management for Sustainable Development Act, No 2 of 1996 for Zanzibar and associate regulations, relevant policies, guidelines and procedures. The CE will liaise with both Zanzibar Department of Environment (DoE) and Tanzanian regulatory (NEMC) in obtaining required development permits and approvals. The CE shall document the process of establishing a Memorandum of Understanding between NEMC and DoE identifying which body will be responsible for the review and approval of the EA and ESIA process.

The CE will ensure that the following Strategic Environmental Assessments are taken into account in the production of the EA:

(a) MCEMP (Marine and Coastal Environment Management Plan)

(b) TASAF (Tanzania Social Active Fund)

The CE shall consult with the Institute of Marine Science, University of Dar es Salaam on studies to be undertaken as part of the EA. Below is a non-exhaustive list of potential studies, if not already complete or acceptable to MCA-T, to be undertaken as part of the EA:

(a) bathymetric survey;

(b) inter-tidal zone ecological survey;

(c) marine ecological survey along proposed route (to be undertaken by divers);

(d) ecological and social study of proposed transmission line route;


(e) landscape impacts of transmission lines;

(f) assessment of route and potential resettlement impacts;

(g) Impacts of the construction and operation on communities; and

(h) other studies identified by CE or deemed necessary by NEMC and/or DoE.

The above studies should build upon and validate findings from a study that was undertaken by a third party consultant as part of the Zanzibar Project feasibility study. The report is called “Workable Study for the Second Submarine Interconnector Between Unguja Island and Ubungo Power Station Dar es Salaam”, dated November 2006. The CE will produce a detailed construction and operational EMPs prior to project implementation drawing on the conclusions of the EA.


The CE shall follow general guidelines outlined in Section 2.1.6. Specifically, the CE shall review the routes of 132kV overhead lines from (a) Ubungo to Ras Kiromoni on the Mainland and (b) from Ras Fumba to Mtoni on Unguja. The CE shall, with consultation with TANESCO and ZECO, develop alternate routes to avoid potential or minimize resettlement. In addition, the CE shall employ best practices such as compact transmission design to reduce pole/tower footprint when deemed economic and most effective and to avoid takings of any culturally significant structure. The CE will work closely with the Ministry of Lands, Housing and Human Settlements Development and ZECO to ensure timely compensations compliant with World Bank Operational Policy 4.12.


The CE shall follow the general guidelines for Consents and Permits as outlined in Section 2.1.7. Specifically, TANESCO, ZECO and MCA-T shall assist the CE in obtaining the necessary Consents and Permits. The costs of such permits will be borne by the CE.


The CE shall commence development of the technical sections of the tender / contract documentation for the Zanzibar 2nd Interconnector Project following the general guidelines outlined in Section 2.1.8.

It is expected that there will be one EPC contract covering the overhead lines, substation extensions, and the supply and installation of the submarine cable. The CE shall make further confirmation of this contracting approach after analyzing the information and in consultation with MCA-T, TANESCO and ZECO.

4.2 PHASE II


The CE shall follow general guidelines outlined in Section 2.2.1



The CE shall complete the tender package as generally outlined in Section 2.2.2.


The CE shall prepare short list of Pre-Qualified Tenderers as generally outlined in 2.2.3 and specifically provided in Section 4.1.4 (iii).


The CE shall provide technical input to the tendering process and assist MCA-T and the Procurement Agent as generally outlined in Section 2.2.4.




















4.2.14 2.2.14 Disputes





The CE shall follow general guidelines outlined in Section 2.2.16. Based on the needs assessment of ZECO and TANESCO for the sustainability of the Cable Project, the CE shall develop specific TA programs. Among the various TA topics identified in Section 2.2.16, ZECO may specifically benefit from the following:

(a) Demand side management (particularly to reduce peak demand growth)

(b) Tariff system design (focus on tariff level and tariff structure to achieve revenue neutrality)

(c) Drafting and negotiation of a new commercial agreement between ZECO and TANESCO that includes a power purchase agreement, and operation and maintenance agreement

(d) Standard power purchase agreement for power buyback and feed-in tariffs from on-site generation and independent power purchase generators

(e) Distribution system planning

(f) Private sector participation in renewable energy projects

(g) Develop pro-poor energy access program that includes pro-poor tariff and connection charges arrangements as well as alternative access methods, e.g. battery charging stations.


5 Specific Activity - Malagarasi Hydropower and Kigoma

Distribution

The “Hydro Project” consists of:

(a) Construction of the proposed 24 km earth/gravel access road and bridge for the Malagarasi hydro power project.

(b) Construction of the hydro electric power station at the Igamba Falls on the Malagarasi River. The scheme consists of a 300 m long concrete faced rockfill dam, 650 m power canal, 110 m long steel penstocks, a powerhouse structure housing two 4 MW generating units and a tailrace outfall to return flows to the river.

(c) Construction of the transmission and distribution network expansion to distribute power generated by the new scheme. A double circuit 33 kV transmission line is proposed to run northwards from the Malagarasi HPP, along the new access road to the Kigoma-Uvinza road. At this point, one circuit will have a T-off to Uvinza to the east and the double circuit will continue west to Kigoma thermal power plant and substation. From this substation a single circuit 33kV line will continue from Kidahwe (which is about 30km from the Kigoma substation) to Kasulu and the existing Kigoma 11kV distribution network is to be interconnected through 33/11kV transformers. Alternatively, a T-off to Kasulu should be located at Kidahwe about 30km before you reach Kigoma. At Kasulu, Uvinza and villages along the route, step down transformers will be provided.

The CE shall complete all necessary studies and preliminary design specifications in Phase I and supervise construction of the project in Phase II. The design and construction of the access road is to be accelerated. Consequently, the CE shall prepare a detailed design of an approximately 24 km earth/gravel access road that is single lane with passing bays, with bends and gradients suitable for the heavy loads expected during construction. The maintenance and upkeep of the road will be the EPC contractor’s responsibility during the course of construction.

5.1 PHASE I


The CE shall follow general guidelines outlined in Section 2.1.1. In particular, the CE shall ensure that the EPC Contractors provide sub-projects that fully comply with specifications and are built to schedule. Sufficient staff shall be available to ensure that the requirements of the Hydro Project can be met.







The CE shall follow general guidelines outlined in Section 2.1.4. However, the CE shall undertake the following specific studies for the Hydro Project:

(i) T&D System Study and Analysis

This study will review the current network at Kigoma and neighbouring towns of Kasulu and Uvinza, and will identify the interconnections required to link up the new hydropower plant, the existing diesel power plant and the new load centers. This study will also cover the eventual interconnection between the national grid and the Kigoma local network.

The CE shall gather data and information from TANESCO on historic development of Electricity demand, generation condition, latest power and energy forecast studies, existing power transmission system data, future system development and will carry out the following;

(a) Load flow studies under peak load and light load conditions to confirm the parameters e.g. voltage, conductor size, etc., of the transmission line planned for the evacuation of power from the Power Station.

(b) Short circuit studies for all fault conditions to determine the short circuit levels at the generating bus as well as at substations within the network. This review and the load flow studies should also consider future network growth and possible interconnection with the grid.

(c) Transient stability studies to determine suitable values of inertia constant for the synchronous machine and its various parameters, field voltage ceiling, AVR gain and time constants for the excitation system, parameters for the power system stabilizer, governor, speed pressure regulation etc. This review should also cover parallel operation with existing diesel generators or grid generators as well as isolated operation.

(d) Switching and other voltage studies; the energisation procedure and switching over voltages along the new line shall be studied for minimum and maximum load conditions.


(ii) T&D Lines Route Survey

The CE shall conduct a survey of the T&D route. This survey is intended to cover the 33 kV (or alternative voltage) line route from the powerhouse to the load centres. The CE shall liaise with TANESCO and other local authorities to determine the right-of-way corridor for the transmission line and the proposed transmission line route. It is intended that the transmission line will follow the access road from the power station to the main Kigoma to Uvinza Road extending to the towns of Uvinza, Kigoma, and Kasulu, supplying power to settlements along the way.

The CE shall work with TANESCO and/or local authorities to obtain wayleaves and other permissions required for the interconnecting transmission lines.

(iii) Topographical Survey for Dam and Access Road

The CE shall develop and carry out a topographical survey to cover the whole hydro scheme area and the access road up to the main Kigoma-Uvinza road. This will consist of the preparation of a topographical survey of the area at various scales, survey cross-sections, installation of a Project triangulation system, procurement and analysis of satellite imagery and aerial photos.

A topographical survey of the Project area shall be undertaken by the CE. The survey will be undertaken to international best practice standards and shall be used for all future design and construction activities. The data would be in digital form to be used in AutoCAD or similar software. The survey will have the following minimum objectives;

(a) A digital terrain model of the Project area.

(b) A triangulation network.

(c) Specific cross sections of the Malagarasi River.

(d) Procurement and analysis of satellite imagery and aerial photos.

The costs for the survey work should be included in the CE’s contract price.

(iv) Access road and bridge construction contracts

The CE shall survey, plan, design, specify and prepare the technical specifications for the tender / contract documentation for a contract for the access road up to the right bank of the Malagarasi River at the proposed dam site a bridge across Malagarasi and further towards the power house which will be located on the left bank. It is MCA-T’s desire to shorten overall project time by building the access road ahead of the main contract for the hydro works. Consequently, the CE shall complete technical documentation for the tender package such that the civil works contract can be let in advance of the main hydro project contract, early in the Phase II period.

The road and bridge shall be of sufficient quality and capability to take the future construction traffic that will use it and be capable of being used by the future owner(s) and operator(s) of the hydro project for the next twenty years.

(v) Geotechnical Site Investigations


The CE shall study and develop a model of the geology, structural geology and engineering geology and geotechnics of the Project (dam, headrace and tailrace canals, power house and access road bridge abutments). The model will be used to identify potential geological/geotechnical/hydro-geological risks. The model will be composed of data obtained from geological mapping, geotechnical ground investigations, field and laboratory testing and satellite imagery. The costs for the survey work should be included in the CE’s contract price.

(vi) Hydrological Studies

There are two aspects to the hydrological analysis. First, the CE shall conduct deep statistical analyses of existing data to confirm expected output spectrum. The CE should use synthesized data to fill in gaps in the records, where necessary during Phase I. The CE’s hydrologist will carry out a site visit to inspect local conditions in the catchment areas and the Project site and to collect all relevant topographical maps of the catchment area and hydrological and meteorological data from the relevant authorities. It is the CE’s responsibility to obtain the required data from the authorities or physically collect them as necessary.

Second, to allow EPC tenderers to quote with increased confidence, the CE shall undertake a 12-month hydrological measurement of the river at a location determined to be most optimal by the CE and Lake Tanganyika River Basin Authority. The CE shall arrange for a survey of the river profile at the Malagarasi gauging station 4A9 at Mbelagule, near the bridge at Uvinza. The CE shall also arrange for the re-commissioning of the automatic recorder at this gauging station.

As part of the hydrological studies the CE shall;

(a) Estimate the design flood for the scheme

(b) Assess the impact, if any, on the scheme from the planned upstream irrigation schemes.

(c) Measure the suspended sedimentation (grain size and mineralogy) in the Malagarasi River and make an assessment of the reservoir sedimentation, including storage depletion, life of reservoir and sedimentation management.

While the deep statistical analysis should allow the development of preliminary designs and performance specifications for the EPC contract, the 12-month hydrological measurement should add more confidence to the design.

A report on these activities will be prepared and presented to MCA-T.

(vii) Preliminary Engineering Design

The CE shall review all previous studies on the Malagarasi (Igamba II) Hydro Power Project and combined with new data obtained by the CE an updated technical assessment shall be prepared. It is expected that the scheme will be based on the parameters reported in the latest feasibility study (prepared by a third party consultant sponsored by the AfDB) with necessary adjustments as a result of the further investigations undertaken by the CE. The CE shall review all structures for their suitability for purpose and their constructability considering the remoteness of the site. It is required that this stage of the


Igamba Falls development should not inhibit the future development of the two other schemes proposed for the cascade. The updated technical assessment shall be submitted to MCA-T for approval before proceeding further.

Following approval of the updated technical assessment the CE will proceed with the preparation of an outline design for the hydro scheme.

It is intended that this outline design will form the basis for an EPC contract and the CE will submit the design for MCA-T approval before proceeding to the tender stage. The preliminary design shall cover the complete scheme including:

(a) Dam with spillway and gates (if required)

(b) Intake Structure with gates, screens and desander (if required)

(c) Headrace canal

(d) Forebay Structure and penstocks

(e) Powerhouse and Switchyard complete with all mechanical and electrical plant.

(f) Offices, living accommodation and services for operation and maintenance staff.


The general requirements for ESIA and EMP are described in Sections 2.1.5. Specifically, the ESIA should be undertaken considering the fact that the Malagarasi River can be developed in three discrete 8MW stages for a total of approximately 24 MW. TANESCO has sponsored an environmental impact assessment study for the first 8MW scheme. This scheme is being developed under the MCC funding. Since the first scheme is an integral part of the overall Malagarasi hydro power development, the CE is required to review and supplement the TANESCO-sponsored ESIA so that it addresses and incorporates the cumulative impacts resulting from all three schemes. Preliminary technical information (dam, civil works, hydrology, etc.) for only the first 8MW scheme is available; however, the CE may assume the other schemes will be of the same scale, i.e. 8 MW each for the purpose of assessing cumulative impacts. The CE shall undertake baseline studies in order to identify the potential positive and negative impacts associated with the development, a non-exhaustive list of impacts to consider is provided below:

(a) impacts from encroachment to protected forest reserves resulting from increased access

(b) impacts on terrestrial ecology

(c) impacts on aquatic ecology

(d) impacts on fisheries (identification of endemic species, migration patterns, reductions in flow)

(e) impacts of land take (including land take from ancillary developments i.e. access roads)

(f) downstream hydrological impacts (such as changes to flow, flooding events, river channel etc.)

(g) impacts resulting from changes to sediment load


(h) impacts on water quality

(i) impacts on catchment area as a whole

(j) impacts on upstream and downstream water users

(k) impacts on health and potential for waterborne diseases

(l) impacts on communities during construction and operation, include gender analysis of short and long term impact

(m) socio-economic impacts resulting from development.

All these assessments shall be completed in accordance with the Environmental Management Act (EMA) of 2004, the Environmental Impact Assessment and Audit Regulations of 2005, and procedures and MCC Environmental Guidelines and requirements.

To facilitate timely implementation of the first scheme project the CE shall first review the ESIA for the first scheme, inclusive of consideration of cumulative effects of the 2nd and 3rd schemes plus the transmission and distribution line associated with the hydro scheme development as well as a RAP. The CE shall also prepare an ESIA covering the 2nd and 3rd schemes plus transmission line and distribution, inclusive of a RAP. This transmission and distribution ESIA will be undertaken simultaneously to the hydro project ESIA. The CE shall include the following considerations when undertaking studies for the transmission and distribution:

(a) creation of access roads and new corridors potentially resulting in loss of vegetation

(b) loss of land and resettlement

(c) electrocution of birds and mammals

(d) health and safety impacts, including risks of HIV/AIDS transmission in work sites

The CE shall review and comment on the ESIA for the Malagarasi prior to their submission to NEMC if possible to ensure they meet MCC Environmental Guidelines. The CE shall comment in the review report on how the ESIA covers all three stages of the entire 28 MW cascade development at the Igamba Falls. The CE shall also comment on the completeness and quality of the individual studies identified in the Scoping Report. The CE shall also comment on the completeness and adequateness of the mitigation to health and safety risks. The CE shall comment on how the RAP is in accordance with Tanzania’s Resettlement Policy Framework and how it complies with WB OP4.12 on Involuntary Resettlement. The CE shall comment on whether gender disaggregated data has been included in the ESIA and how well gender and vulnerable group impacts have been addressed and mitigation measures identified.

The CE shall develop a detailed EMP covering construction and operational management of the project. This document should include assessment of health and safety measures to be implemented during construction and operation.


The CE shall prepare a Resettlement Action Plan as outlined in Section 2.1.6. Specifically, separate RAPs should be developed for the hydro and T&D sub-projects. The CE shall review and comment on the RAP for the Malagarasi prior to ESIA and RAP submission to NEMC if possible to ensure they meet World Bank requirements and MCC guidelines.





The CE shall prepare preliminary technical documents generally outlined in Section 2.1.8. Specifically, the CE shall prepare tender package documentation that includes EPC technical specifications of both the hydro and T&D sub projects.


5.2 PHASE II






The CE shall follow general guidelines outlined in Section 2.2.3. Specifically, the tenderers will be asked to provide details relating to their preferred suppliers for the turbines, generators and all other hydro mechanical and hydro-electrical equipment.




The CE shall follow general guidelines outlined in Section 2.2.5. Specifically, the CE shall undertake site supervision of all civil, electrical and hydro-mechanical works and any other work performed by the contractor. The CE’s responsibilities will include, but not limited to – approval of method statements, samples, patterns and/or models presented by the contractor in accordance with the contract conditions, the inspection, examination and testing of equipment used by the contractor in performance of the contract, the supervision of the contractor in terms of conformity with construction drawings and engineering specification, quality control, programme scheduling and conformity with current best practice guidelines.











The CE shall follow general guidelines outlined in Section 2.2.10. Specifically, the CE shall undertake regular inspections of works and also undertake independent quarterly audits and reporting on environmental and social management of the project, in particular reporting any accidents, complaints and progress related to environment, health and safety, and resettlement actions, and any breaches of the Environmental Management Act (EMA) of 2004, The Occupational, Health and Safety Act of 2003 and MCC Environmental Guidelines, and World Bank resettlement standards. The CE shall undertake independent audits and report on environmental and social management of the project, in particular reporting any accidents, complaints and progress related to environment, health and safety, and resettlement actions, and any breaches of national legislation. The CE shall monitor the contractor’s implementation of the ESIA outcomes, RAP and EMP and provide investigative reports. The CE shall comment on the contractor’s Health and Safety Plan and monitor its implementation, including the quality and frequency of HIV/AIDS awareness activities.







5.2.14 2.2.14 Disputes






5.2.17 Institutional Assessment and Operator Concession

It is envisaged that the commercial operation and eventual minority ownership of the Malagarasi Project will be decided through a competitive process. The CE shall assess various institutional arrangements that might be possible under build-own-operate-transfer models. Based on the results of the analysis (which should rely on a survey of potential operators by the CE), the CE shall prepare Terms of Reference for the competitive bidding of operator license for the Malagarasi Project. The CE shall prepare a comprehensive


package of technical documents and criteria for the selection of the operator including, analysis of equity contribution requirement (if any), level of royalties, appropriate duration of the concession (e.g. 15, 20, or 30 years), and draft application to the Energy and Water Utilities Regulatory Authority (EWURA) on behalf of the operator.

One model under consideration includes the competitive selection of a commercial operator of the Hydro Project for no up front cash equity contribution (the details to be developed by the CE). However the operator will be required to bring personnel and invest in overhead and other operating expenditures. The GoT will offer the operator a two-year trial period; if both the GoT and the private operator are satisfied with the arrangement during the first two years, the Concession Agreement would require the private operator to start building equity in the project. The private operator may build equity by adding capital, extending the network, etc. The ownership of equity contribution vis-à-vis the valuation of existing asset base owned by TANESCO shall be done by third party valuation experts. Eventually, the private operator would build significant equity stake in the Project, expand operation and could go public in the local or regional stock market. The goal of this approach is to introduce gradual private sector participation in the power sector.

The CE shall analyze and present alternative models of ownership and operation for the project, prepare the TOR for operator concessionaire based on the chosen model, develop the operator concession agreement, performance targets for the operator and other documentation needed to execute this project.


6 Deliverables and Payment Schedule

6.1 PHASE I

Assumptions:

• Survey work for each particular project will be carried out by 2 teams.

• Some field activities will have to be carried out during dry period when site accessibility is good (in particular for the hydropower site).

• The timing of the deliverables is a tentative one and is subject to changes by the CE in consultations with the Employer.

609g Program Month=====================> 1 2 3 4 5 6

PHASE I (609g)

Initial payment - Inception Report 15.00% 15.0

Implementation Plan for the three projects (draft and

final)

3.00% 1.5 1.5

Monthly Progress Reports 5.00% 1.0 1.0 1.0 1.0 1.0

Consents/Permits lists for the three projects (draft and

final)

3.00% 1.5 1.5

Lines routing survey, maps, single line diagrams for the

three projects

8.00% 4.0 4.0

Technical Studies and Surveys (1)

:

T&D - ESIA and EMP 2.00% 1.0 1.0

Cable - ESIA and EMP 2.00% 1.0 1.0

Hydro - ESIA and EMP 4.00% 2.0 2.0

T&D - RAP 2.00% 1.0 1.0

Cable - RAP 4.00% 1.5 2.5

Hydro - RAP 3.00% 1.0 2.0

Hydro - Topological survey 3.00% 1.0 2.0

Hydro - Geotechnical survey 3.00% 1.0 2.0

Hydro - Hydrological study 5.00% 1.0 2.0 2.0

Hydro - Load flow study and T&D survey 7.00% 1.0 3.0 3.0

Hydro - Design of access road (draft and final) 5.00% 2.0 3.0 Preliminary designs/performance specifications for EPC

contracting:

T&D 3.00% 1.0 1.0 1.0

Cable 5.00% 2.0 2.0 1.0

Hydro 9.00% 3.0 4.0 2.0

Draft EPC Contract Technical Documentation

T&D 3.00% 1.0 2.0

Cable 3.00% 1.0 2.0

Hydro 3.00% 1.0 2.0

TOTAL 609g 100.00% 15.0 2.5 20.0 12.0 39.5 11.0

NOTE: (1) Scope of technical studies and surveys, and the need for additional studies or surveys will be discussed during negotiations.

6.2 PHASE II

Assumptions: • Some activities in T&D can be scheduled to start earlier during the phase I.

• The timing of the deliverables is a tentative one and is subject to changes by the CE in consultations with the Employer.


• On-going technical, engineering and project management assistance to TANESCO and MCA-T during the contract period do not have specific deliverables. The CE shall provide project-related technical consulting services when requested by MCA-T and TANESCO.

Deliverables and Payment Schedule – Program Year 1

Compact Program Month=================> 1 2 3 4 5 6 7 8 9 10 11 12

Compact Program Quarter================>

Compact Program Year===================>

PHASE II (CIF + COMPACT)

Inception report 5.00 - - - - - - - - - - -

Final surveys, studies, preliminary designs and

specifications including survey profiles, working

drawings, bidding and technical contractual

documentation for access road construction contract.

1.00 - 1.50 - - - - - - - - -




documentation for the three projects (2)

.

2.00 - 4.00 - - - - - - - - -

Tendering process including contract signature of the

Access Road Construction Contract.

0.75 - - 0.75 - - - - - - - -

Completion and taking over of access road - - - - - - - - - - - -

Implementation plan monthly or frequent updates 0.05 0.05 - - 0.05 - - 0.05

Final technical documentation of EPC bid package for

procurement of EPC contractors.

- - - 0.30 - 0.30 - - - - - -

Assist the Procurement Agent in terms of technical input

during - Pre Award of the three EPC contracts

- - - - - - 0.60 - - 0.60 - -

Completion of the tendering process including contract

signature with EPC contractors.

- - - - 1.50 1.00 - - - - -

Monthly Progress Reports (including design review,

construction supervision, quality control and assurance)

- - 1.00 - - 1.00 - - 1.00 - - 1.00

In-Factory Inspections and/or Factory Acceptance Tests

(FAT) report.

- - - - - - - - - - - -

Final report on Technical Assistance Needs Analysis and

institutional capacity including proposed TA Program for

both CE's and Third Party Consultant's organized

workshops as follows (3)

:

- TANESCO - - 2.00 - - - - - - - - -

- ZECO - - 0.50 - - - - - - - - -

Capacity Building Workshop Year 1 - - - 0.04 - - - 0.05 - - - 0.05

Capacity Building Workshop Year 2 - - - - - - - - - - - -




Develop and submit final versions of TORs for Third

Party Technical Assistance as identified and agreed to by

TANESCO, ZECO and CE

- - - - - 0.50 - - - - - -

Successful testing and commissioning on completion of

each of the three projects.

- - - - - - - - - - - -

Final report of Concessionaire Model of Malagarasi

including the draft Concessionaire Model ToR.

- - - - - - - - - - - -

Submission of Malagarasi final version of the

Concessionaire Model's Terms of Reference.

- - - - - - - - - - - -

Successful completion of the Malagarasi Private

Operator competitive selection process including contract

signature.

- - - - - - - - - - - -

Final certificate after defect notification period for each

of the three projects.

- - - - - - - - - - - -

Monthly Total 8.75 - 9.05 1.09 1.50 1.85 1.60 0.05 1.05 0.60 - 1.10

Quarterly Total 17.80 4.44 2.70 1.70

Annual Total 26.64

PY 1

I II III IV

NOTES: (2) Scope of surveys, studies and designs, and the need for additional work will be discussed during negotiations. (3) The scope of TA activities identified during needs assessment will be reviewed by MCA to make sure certain social and environmental programs are included in the TA list. Such social and environmental programs include, but are not limited to study of pro-poor connections, gender/culture and energy use, etc. These specialty TA activities will be undertaken by third party consultants who will be hired from a separate Capacity Building budget available to MCA.







Inception report - - - - - - - - - - - -





- - - - - - - - - - - -





.

- - - - - - - - - - - -



- - - - - - - - - - - -

Completion and taking over of access road - - 6.50 - - - - - - - - -

Implementation plan monthly or frequent updates - - 0.05 - - 0.05 - - 0.05 - - 0.05



- - - - - - - - - - - -



- - - - - - - - - - - -



- - - - - - - - - - - -



- - 1.00 - - 1.00 - - 1.00 - - 1.00


(FAT) report.

- - - - - - - - - - - -





:

- TANESCO - - - - - - - - - - - -

- ZECO - - - - - - - - - - - -









- - - - - 0.50 - - - - - -



- - - - - - - - - - - -



- - - - - - - - - - - -



- - - - - - - - - - - -



signature.

- - - - - - - - - - - -



- - - - - - - - - - - -

Monthly Total - - 7.55 0.04 - 1.55 - 0.05 1.05 - - 1.10

Quarterly Total 7.55 1.59 1.10 1.10

Annual Total 11.34

PY 2

I II III IV

NOTES: (2) Scope of surveys, studies and designs, and the need for additional work will be discussed during negotiations. (3) The scope of TA activities identified during needs assessment will be reviewed by MCA to make sure certain social and environmental programs are included in the TA list. Such social and environmental programs include, but are not limited to study of pro-poor connections, gender/culture and

energy use, etc. These specialty TA activities will be undertaken by third party consultants who will be hired from a separate Capacity Building budget available to MCA.












- - - - - - - - - - - -





.

- - - - - - - - - - - -



- - - - - - - - - - - -





- - - - - - - - - - - -



- - - - - - - - - - - -



- - - - - - - - - - - -



- - 1.00 - - 1.00 - - 1.00 - - 1.00


(FAT) report.

1.50 - - - - 1.50 - - - - 2.00 -





:

- TANESCO - - - - - - - - - - - -

- ZECO - - - - - - - - - - - -









- - - - - 0.50 - - - - - -



- - - - - - - - - - - -



- - - - - - - - - - - 1.00



- - - - - - - - 2.00 - - 3.00



signature.

- - - - - - - - - - - -



- - - - - - - - - - - -

Monthly Total 1.50 - 1.05 0.04 - 3.05 - 0.05 3.05 - 2.00 5.10


Annual Total 15.84

PY 3

I II III IV













- - - - - - - - - - - -





.

- - - - - - - - - - - -



- - - - - - - - - - - -





- - - - - - - - - - - -



- - - - - - - - - - - -



- - - - - - - - - - - -



- - 1.00 - - 1.00 - - 1.00 - - 1.00


(FAT) report.

- - - - - - - - - - - -





:

- TANESCO - - - - - - - - - - - -

- ZECO - - - - - - - - - - - -









- - - - - 0.50 - - - - - -



- - - - - - - - - - - -



- - - - - 1.50 - - - - - -



- - - - - - - - - - - -



signature.

- - - - - - - - - - - -



- - - - - - - - - - - -

Monthly Total - - 1.05 0.04 - 3.05 - 0.05 1.05 - - 1.10


Annual Total 6.34

PY 4

I II III IV

NOTES: (2) Scope of surveys, studies and designs, and the need for additional work will be discussed during negotiations. (3) The scope of TA activities identified during needs assessment will be reviewed by MCA to make sure certain social and environmental programs are included in the TA list. Such social and environmental programs include, but are not limited to study of pro-poor connections, gender/culture and

energy use, etc. These specialty TA activities will be undertaken by third party consultants who will be hired from a separate Capacity Building budget available to MCA.












- - - - - - - - - - - -





.

- - - - - - - - - - - -



- - - - - - - - - - - -





- - - - - - - - - - - -



- - - - - - - - - - - -



- - - - - - - - - - - -



- - 1.00 - - 1.00 - - 1.00 - - 1.00


(FAT) report.

- - - - - - - - - - - -





:

- TANESCO - - - - - - - - - - - -

- ZECO - - - - - - - - - - - -









- - - - - 0.50 - - - - - -



- - - - 2.00 2.00 2.00 2.00 2.00 2.00 2.00 11.00



- - - - - - - - - - - -



- - - - - - - - - - - -



signature.

- - - - - - - - - - - 5.00



- - - - - - - - - - - 5.00

Monthly Total - - 1.05 0.04 2.00 3.55 2.00 2.05 3.05 2.00 2.00 22.10

Quarterly Total 1.05 5.59 7.10 26.10

Annual Total 39.84

PY 5

I II III IV



7 Required Resources

7.1 GENERAL QUALIFICATIONS OF CE

The services require a wide range of professional skills and experience. The CE shall be a firm or association of firms with expertise in providing the full range of technical services set forth above. The CE’s knowledge of and experience in power plant design (hydro, T&D, submarine transmission cable), construction, contracting, operations, maintenance, environmental management, social assessment, and planning are particularly important.

It is expected that the CE will work in close consultation with the TANESCO, ZECO, MCA-T team and include on its team experts with appropriate knowledge of the local context. In doing so, the CE will engage in active knowledge transfer of methods and best practices. This function is separate from the formal training sessions to be conducted by CE and third parties, but will be considered an important element of the CE’s work.

7.2 KEY PERSONNEL QUALIFICATIONS

The CE is expected to assemble a team with in-depth international expertise, local and regional knowledge, and necessary support to allow these experts to complete the assignment within the expected time frame, and to dedicate additional personnel resources if it is determined that doing so will permit the consultant to respect the time frame. The mix of senior and mid-level specialists should include adequate in-depth knowledge and experience in Eastern and Southern Africa. The CE’s team should consist of personnel with wide range of skills and experience in power systems including but not limited to the design and construction of hydro power plants, transmission and distribution systems, submarine transmission cable, power system planning and management, environmental planning and impact assessment, and quality assurance plans. The CE is free to propose alternative staffing configurations that will achieve all objectives of the assignment, cover the required competencies and satisfy the requirements for local knowledge and conditions. The CE’s team shall comprise of at least the following seven key personnel with the specializations and experience listed below. These key staff should be dedicated to the project and their time commitment clearly identified and adhered to during the entire project implementation period.

7.2.1 Project Director The Project Director should be an independent professional with strong organizational skills with a minimum of Bachelor’s degree in engineering coupled with a master’s degree in engineering management, economics or other similar fields. He/she must have extensive knowledge of international best practices in power system economics, business models, institutional assessment, contract procedures and project follow-up. He/She should have a proven track record of successfully managing and coordinating as team leader a diverse group of professionals in accomplishing energy projects of similar nature and complexity to this assignment. A minimum of 15 years of working experience in implementation of energy projects is desired. Also, the Project Director must have


excellent communication skills, fluency in written and spoken English and computer literacy.

7.2.2 Deputy Project Director -Hydro Specialist The Hydro Specialist must have undergone education or training in civil or hydropower engineering, hydrology or geotechnical engineering at master’s degree level coupled with at least 15 years experience in planning, design and supervision of implementation of hydroelectric power plants including its associated hydraulic structures, dams and access roads/bridges. He/She should be conversant with all aspects of economic project evaluation, power generation system expansion planning, analysis for solution of multidisciplinary planning problems, management and direction of project teams and site supervision. He/She should have a proven ability to lead planning teams, undertake feasibility studies, perform design and supervise construction in difficult conditions. He/she must have extensive knowledge of international best practices in industry restructuring, deregulation, unbundling and regulatory mechanisms. The Hydro Specialist must have excellent communication skills, fluency in written and spoken English and computer literacy.

7.2.3 Deputy Project Director -Submarine Cable Specialist

The submarine Cable Specialist must have undergone education or training in high voltage power systems engineering at the master’s degree level. Must have extensive knowledge of international best practices in power system economics, electric transmission and distribution system planning, system maintenance, contract procedures and project follow-up. A minimum of 15 years of working experience in design, manufacturing techniques, factory testing, supervision of installation, functional testing and commissioning of submarine cables and overhead power lines is desired. The Cable Specialist must have excellent communication skills, fluency in written and spoken English and computer literate.

7.2.4 Deputy Project Director -T&D Specialist The T&D Specialist must have undergone education or training in electrical power engineering or its equivalent at master’s degree level, coupled with at least 15 years of working in studies and design of medium and low voltage transmission and distribution networks including installation and commissioning of protection and control equipment. Extensive knowledge of international best practices in electric transmission and distribution system planning, maintenance and system loss reduction techniques is highly desired. The T & D Specialist must have excellent communication skills, fluency in written and spoken English and a computer literacy.

7.2.5 Environmental Specialist The environmental specialist must have undergone advanced education or training in environmental engineering, environmental sciences, environmental management or related fields at master’s degree level or higher. Formal training must be coupled with at least 15 years of relevant international competence in carrying out environmental and social impact assessments as well as coordination of multidisciplinary environmental baseline studies. Must have extensive knowledge of international best practices in the environmental


impact assessment and mitigation, social impact assessment and mitigation. The environmental specialist must have excellent communication skills, fluency in written and spoken English and computer literacy and must also be able to work closely with local counterpart personnel and the public at large.

7.2.6 Social Specialist The social scientist must have a degree, preferably advanced, in the social sciences coupled with at least 15 years of international experience in social impact analysis and preparation of resettlement action plans for electrical power projects especially in Africa. Must be familiar with application of the World Bank resettlement policy (OP 4.12) and methodology, preferably involving applying these to project design and development of pro-poor energy connectivity programs. Should have experience working with participatory community development and consultative methods. He/She should be fluent in English and be able to work closely with local counterpart personnel and the public at large. Kiswahili proficiency would be an asset.

7.2.7 Construction Supervision, Quality Control, and Assurance Specialist The Construction Supervision, Quality Control, and Assurance Specialist must have education or training in engineering management or engineering economics at a level of masters’ degree with vast experience in construction management of a multidisciplinary energy projects. Extensive knowledge of international best practices in the quality control and quality assurance, development of performance specifications and contract documentations, quantity surveys/cost estimating and topographical survey applying latest technology. He/She should have a proven track record of successfully managing, supervising or coordinating implementation of similar assignment as a quality control, and assurance manager. The Construction Supervision, Quality Control, and Assurance Specialist must have excellent communication skills, fluency in written and spoken English and computer literacy.

Section 6: Form of Contract 107

107

SECTION 6. PROPOSED FORM OF CONTRACT


108

CONTRACT FOR CONSULTING SERVICES #

between

MCA-TANZANIA

and

_____________________________________ [name of the Consultant]

Dated: ________________


_______________________________________________________

I. FORM OF CONTRACT

(Lump Sum)


_______________________________________________________

This CONTRACT (hereinafter called the “Contract”) is made this [day] day of the month of [month], [year], between Millennium Challenge Account-Tanzania, a _________________ established by the Government of the United Republic of Tanzania for the oversight and management of the Program (“MCA-Tanzania”) and [name of Consultant] (the “Consultant”). [Note: If the Consultant consists of more than one entity, the above should be partially

amended to read as follows: “…(“MCA-Tanzania”) and, on the other hand, a team consisting of [name of Consultant that will serve as the Prime Contractor] which will serve as the Prime Contractor (hereinafter called the “Consultant”) and [name of associated firm(s) and/or organization(s)] (hereinafter called the “Sub-Consultants”).] WHEREAS, the United States of America, acting through Millennium Challenge Corporation (“MCC”) and the Government of the United Republic of Tanzania (the “Government”) executed a 609(g) Grant and Implementation Agreement on October 4, 2007 that sets forth the general terms and conditions on which MCC will provide funding of up to USD $9.8 million to the Government for the purposes set forth therein; WHEREAS, it is anticipated that MCC and the Government will negotiate and execute a certain Millennium Challenge Compact (the “Compact”) that will set forth the general terms and conditions on which MCC will provide funding to the Government for a Millennium Challenge Account program (“Program”) to advance economic growth and reduce poverty in Tanzania; WHEREAS, the Government, acting through MCA-Tanzania, intends to apply a portion of the proceeds of the Compact Documents to eligible payments under this Contract, provided that (i) such payments by MCC will only be made at the request of and on behalf of MCA-Tanzania and as authorized by the fiscal agent for MCA-Tanzania, (ii) MCC shall have no obligations to the Consultant under the Compact Documents or this Contract, (iii) such payments shall be subject, in all respects, to the terms and conditions of the Compact Documents, and (iv) no party other than the Government and MCA-Tanzania shall derive any rights from the Compact Documents or have any claim to MCC funding thereunder; WHEREAS, MCA-Tanzania has requested the Consultant to provide certain consulting services as defined in this Contract (hereinafter called the “Services”); WHEREAS, the Consultant, having represented to MCA-Tanzania that it has the required professional skills, and personnel and technical resources, has agreed to provide the Services on the terms and conditions set forth in this Contract and the Compact Documents;

NOW THEREFORE the parties hereto hereby agree as follows:


_________________________________________________________

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

(a) The General Conditions of Contract;

(b) The Special Conditions of Contract;

(c) The following Appendices: Appendix A: Description of Services Appendix B: Reporting Requirements Appendix C: Key Personnel and Sub-Consultants Appendix D: Breakdown of Contract Price in Foreign Currency Appendix E: Services and Facilities Provided by MCA-Tanzania Appendix F: Additional Provisions

2. The mutual rights and obligations of MCA-Tanzania and the Consultant shall be as set forth in the Contract, in particular:

(a) The Consultant shall carry out the Services in accordance with the provisions of this Contract; and

(b) MCA-Tanzania shall make payments to the Consultant in accordance with the provisions of this Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names as of the day and year first above written. For and on behalf of Millennium Challenge Account – Tanzania [_________________________________],, [Title] For and on behalf of [name of Consultant] [Authorized Representative], [Title] [Note: If the Consultant consists of more than one entity, all these entities should appear as

signatories, e.g., in the following manner:] For and on behalf of each of the Members of the Consultant [Name of member] [Authorized Representative] [Name of member] [Authorized Representative]


_______________________________________________________

II. GENERAL CONDITIONS OF CONTRACT


_________________________________________________________ GENERAL CONDITIONS 113

Table of Contents

0. 1. General Provisions

1.1. Definitions 115

1.2. Law Governing Contract 116

1.3. Language 116

1.4. Notices 116

1.5. Location 117

1.6. Authority of Member in Charge 117

1.7. Authorized Representatives 117

1.8. Taxes and Duties 117

1.9. Fraud and Corruption 117

1. Commencement, Completion, Modification and Termination of Contract

2.1. Effectiveness of Contract 120

2.2. Commencement of Services 120

2.3. Expiration of Contract 120

2.4. Modifications or Variations 121

2.5. Force Majeure 121

2.6. Termination 122

2. Obligations of the Consultant

3.1. General 124

3.2. Conflict of Interest 124

3.3. Confidentiality 125

3.4. Insurance to be Taken out by the Consultant 125

3.5. Consultant’s Actions Requiring MCA-T’s Prior Approval 125

3.6. Reporting Obligations 126

3.7. Documents Prepared by the Consultant to be the Property of 126

4. Consultant’s Personnel

4.1. Description of Personnel 126

4.2. Removal and/or Replacement of Personnel 127

0. 5 Obligations of

5.1. Assistance and Exemptions 127

5. Payments to the Consultant

6.1. Lump Sum Payment 127

6.2. Contract Price 127

6.3. Payment for Additional Services 127

6.4. Terms and Conditions of Payment 128

6.5. Interest on Delayed Payments 128

7. Good Faith

7.1. Good Faith 128

8. Settlement of Disputes


_______________________________________________________

8.1. Amicable Settlement 128

8.2. Dispute Resolution 128


_________________________________________________________

1. General Provisions

1.1 Definitions Unless the context otherwise requires, the following terms whenever used in this Contract have the following meanings: (a) “Applicable Law” means the laws, legislation and any other

instruments having the force of law in Tanzania, as they may be issued and in force from time to time.

(b) “Compact” has the meaning given to it in the recitals to this

Contract. (c) “Consultant” has the meaning given to it in the preamble to

this Contract. (d) “Contract” means this Contract as signed by the Parties,

together with all the attachments, including the GENERAL

CONDITIONS, the SPECIAL CONDITIONS, and the APPENDICES, as may be amended, modified, or supplemented from time to time as permitted pursuant to the terms of this Contract.

(e) “Contract Price” means the price to be paid for the

performance of the Services, in accordance with GCC 6.2. (f) “Day” means calendar day unless “business day” is otherwise

specified.

(g) “Effective Date” means the date on which this Contract comes into force and effect pursuant to GCC 2.1.

(h) “Foreign Currency” means US dollars (US$).

(i) “GCC” means these GENERAL CONDITIONS OF CONTRACT.

(j) “Government” has the meaning given to it in the recitals to this Contract.

(k) “Local Currency” means Tanzanian Shillings.

(l) “MCC” has the meaning given to it in the recitals to this Contract.

(m) “MCC Funding” has the meaning given to it in the recitals to

this Contract.


_______________________________________________________

(n) “MCA-T” has the meaning given to it in the recitals to this Contract.

(o) “Member” means any of the entities that make up the joint

venture/consortium/association; and “Members” means all these entities.

(p) “Party” means MCA-T or the Consultant, as the case may be,

and “Parties” means both of them. (q) “Personnel” means persons hired by the Consultant or by any

Sub-Consultants and assigned to the performance of the Services or any part thereof.

(r) “SCC” means the SPECIAL CONDITIONS OF CONTRACT by

which the GCC may be amended or supplemented. (s) “Services” means the work to be performed by the Consultant

pursuant to this Contract, as described in Appendix A hereto. (t) “Sub-Consultant” means any entity or person to which or to

whom the Consultant subcontracts any part of the Services. (u) “Taxes” has the meaning set forth in the Compact. (v) “In writing” means communicated in written form with proof

of receipt.

1.2 Law Governing

Contract

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

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

1.4 Notices 1.4.1 Any notice, request or consent required or permitted to be given or made pursuant to this Contract shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent to such Party at the address specified in the SCC.

1.4.2 A Party may change its address for notice hereunder by


_______________________________________________________

giving the other Party notice in writing of such change to the address specified in the SCC under GCC 1.4.1.

1.5 Location The Services shall be performed at such locations as are specified in Appendix A hereto and, where the location of a particular task is not so specified, at such locations, whether in Tanzania or elsewhere, as MCA-T may approve.

1.6 Authority of

Member in Charge

In case the Consultant consists of a joint venture/consortium/ association of more than one entity, the Members hereby authorize the entity specified in the SCC to act on their behalf in exercising all the Consultant’s rights and obligations towards MCA-T under this Contract, including without limitation the receiving of instructions and payments from MCA-T.

1.7 Authorized

Representatives

Any action required or permitted to be taken, and any document required or permitted to be executed under this Contract by MCA-T or the Consultant may be taken or executed by the officials specified in the SCC.

1.8 Taxes and Duties Subject to Section 2.3(e) of the Compact, no Taxes shall be payable on the Contract Price. Subject to certain exclusions, Consultant, Sub-Consultants, Personnel and each of their family members may be exempt from taxation as specified in Section 2.3(e) of the Compact, the SCC and Appendix F. To the extent that Consultants, Sub-Consultants, Personnel and each of their family members are subject to certain Taxes under applicable law (now or hereafter in effect), each Consultant, Sub-Consultant, Personnel and each of their family members shall pay all such Taxes. In the event that any Taxes are imposed, the Contract Price shall not be adjusted to account for such Taxes.

1.9 Fraud and

Corruption

1.9.1 Definitions MCC and MCA-T require that consultants under MCC-funded contracts observe the highest standard of ethics during the selection and execution of such contracts. In accordance with this requirement, for the purpose of this provision, the terms set forth below are defined as follows:

(i) “corrupt practice” means the offering, receiving, or soliciting of, directly or indirectly, anything of value to influence


_______________________________________________________

improperly the actions of another party. “Another party” refers to a public official acting in relation to the selection process or contract execution. “Public official” includes MCA-T staff, MCC staff and employees of other organizations taking or reviewing selection decisions;

(ii) “fraudulent practice” means any act or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain financial or other benefit or to avoid an obligation. “Party refers to a public official; the terms “benefit” and “obligation:” relate to the selection process or contract execution; and the “act or omission” is intended to influence the selection process or contract execution;

(iii) “collusive practice” means an arrangement between two or more parties designed to achieve an improper purpose, including improperly influencing the actions of another party. In this context, “parties” refers to participants in the procurement or selection process (including public officials) attempting to establish contract prices at artificial, non-competitive levels;

(iv) “coercive practice” means impairing or harming, or threatening to impair or harm directly or indirectly, any party or the property of the party to influence improperly the actions of a party. “Party” refers to a participant in the selection process or contract execution;

(v) “prohibited practice” means any action that violates the provisions relating to compliance with Anti-Corruption Legislation, compliance with Anti-Money Laundering Legislation and compliance with terrorist financing statutes or other restrictions set forth in Appendix F of this Contract.

(vi) “obstructive practice” means:

(aa) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making false statements to investigators in order to impede materially an investigation by MCC or MCA-T into allegations of a corrupt, fraudulent, coercive, collusive, or prohibited practice; and threatening, harassing, or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, and


_______________________________________________________

(bb) acts intended to impede materially the exercise of the inspection and audit rights of MCC provided under the Compact;


_______________________________________________________

1.9.2 Measures to

be Taken

MCC will cancel the portion of MCC Funding allocated to a contract if it determines at any time that representatives of MCA-T were engaged in corrupt, fraudulent, collusive, coercive or prohibited practices during the selection process or the execution of that contract, without MCA-T having taken timely and appropriate action satisfactory to MCC to remedy the situation.

MCC and MCA-T may pursue sanction of a consultant, including declaring the consultant ineligible, either indefinitely or for a stated period of time, to be awarded a MCC-funded contract if it at any time determines that the consultant has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive, prohibited or obstructive practices in competing for, or in executing, a MCC-funded contract.

1.9.3 Commissions

and Fees

MCC and MCA-T will require the successful consultant to disclose any commissions or fees that may have been paid or are to be paid to agents, representatives, or commission agents with respect to the selection process or execution of the Contract. The information disclosed must include at least the name and address of the agent, representative, or commission agent, the amount and currency, and the purpose of the commission or fee.

1.10 Additional

Provisions

The additional provisions specified in the SCC shall apply to this Contract.


2.1 Effectiveness of

Contract

This Contract shall come into effect on the date the Contract is signed by both Parties (the “Effective Date”).

2.2 Commencement of

Services

The Consultant shall begin carrying out the Services not later than the number of days specified after the Effective Date in the SCC.

2.3 Expiration of

Contract;

Option

Unless terminated earlier pursuant to GCC 2.6, this Contract shall expire at the end of the base period specified in the SCC; provided, MCA-Tanzania may extend the term of this Contract by giving a [30-day] advance notice in writing to the Consultant stating that MCA-Tanzania will exercise the option to extend the term of the Contract for the relevant


_______________________________________________________

option period specified in the SCC.

2.4 Modifications or

Variations

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

2.5 Force Majeure

2.5.1 Definition For the purposes of this Contract, “Force Majeure” means an act, event or condition that (i) is beyond the reasonable control of a Party and is not the result of any acts, omissions or delays of the Party relying on such Force Majeure (or any third person over whom such Party has control, including any Sub-Consultant), (ii) is not an act, event or condition, the risks or consequences of which such Party has expressly agreed to assume hereunder, (iii) could not have been prevented, remedied or cured by such Party’s reasonable diligence, and (iv) makes such Party’s performance of its obligations under the Contract impossible or so impractical as to be considered impossible under the circumstances.

2.5.2 No Breach of

Contract

The failure of a Party to fulfill any of its obligations under this Contract shall not be considered to be a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event (a) has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Contract, and (b) has informed the other Party as soon as possible about the occurrence of such an event.

2.5.3 Extension

of Time

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

2.5.4 Payments During the period of inability to perform the Services as a result of an event of Force Majeure, the Consultant shall be entitled to continue to be paid under the terms of this Contract, as well as to be reimbursed for additional costs reasonably and necessarily incurred by them during such period for the purposes of the Services and in reactivating the Service after the end of such period. provided, however, that the Consultant shall mitigate any expenses, losses or


_______________________________________________________

damages resulting from the Force Majeure, and the Parties may agree to adjust the amount of the Contract Price.

2.6 Termination

2.6.1 By MCA-T MCA-T may terminate this Contract upon notice in the event of the occurrence of any of the events specified in paragraphs (a) through (g) of this clause, and in the case of paragraph (h) of this GCC 2.6.1, MCA-T may suspend this Contract upon notice in the event the Compact is suspended.

(a) If the Consultant, in the judgment of MCA-T or MCC, fails

to perform its obligations relating to use of funds set out in Appendix F. Termination under this provision will require that the Consultant repay any and all funds so misused to MCA-T

(b) If the Consultant does not remedy a failure in the

performance of its obligations under the Contract, within thirty (30) days after being notified or within any further period as MCA-T may have subsequently approved in writing.

(c) If the Consultant becomes insolvent or bankrupt.

(d) If the Consultant, in the judgment of MCA-T or MCC, has

engaged in corrupt, collusive, coercive, prohibited, obstructive or fraudulent practices in competing for or in executing this Contract.

(e) If, as the result of Force Majeure, the Consultant is unable to

perform a material portion of the Services for a period of not less than sixty (60) [consecutive] days, such termination shall become effective thirty (30) days after notice of termination.

(f) If MCA-T, in its sole discretion and for any reason

whatsoever, decides to terminate this Contract, such termination shall become effective sixty (60) days after notice of termination.

(g) If the Consultant fails to comply with any final decision

reached as a result of arbitration proceedings pursuant to GCC 8.2, such termination shall become effective thirty (30) days’ after notice of failure to comply.


_______________________________________________________

(h) If the Compact expires, is suspended or terminates in whole

or in part in accordance with Section 5.4 of the Compact, such suspension or termination shall become effective immediately in accordance with the terms of the notice. The amount payable upon suspension or termination pursuant to this clause 2.6.1(h) shall be equal to the amount owed but unpaid for performance provided on or before the suspension, expiration or termination date plus reimbursement of reasonable expenses relating to such termination or suspension; provided that the Consultant sends MCA-T an invoice not later than ninety (90) days after the expiration, suspension or termination of the Compact. If the Contract is suspended pursuant to this GC 2.6.1(h), the Consultant has an obligation to mitigate all expenses, damages and losses to MCA-T during the period of the suspension.

2.6.2 By the

Consultant

The Consultant may terminate this Contract upon written notice to MCA-T in the event of the occurrence of any of the events specified in paragraphs (a) through (c) of this clause.

i. If MCA-T fails to pay

any money due to the Consultant pursuant to this Contract and not subject to dispute pursuant to GCC 8 within forty-five (45) days after receiving written notice from the Consultant that such payment is overdue, such termination shall become effective thirty (30) days after notice of termination.

ii. If, as the result of

Force Majeure, the Consultant is unable to perform a material portion of the Services for a period of not less than sixty (60) days, such termination shall become effective thirty (30) days after notice of termination.

iii. If MCA-T fails to

comply with any final decision reached as a result of arbitration pursuant to GCC 8.2, such termination shall become effective thirty (30) days after notice of failure to comply.

iv. If the Contract is

suspended in accordance with GC.2.6.1(h) for a period of time exceeding three consecutive months; provided that the Consultant has complied with its obligation to mitigate in accordance with GC.2.6.1(h) during the


_______________________________________________________

period of the suspension.

2.6.3 Payment upon

Termination

Upon termination of this Contract pursuant to GCC 2.6.1 or GCC 2.6.2, MCA-T shall make the following payments to the Consultant:

(a) payment pursuant to GCC 5 for Services satisfactorily

performed prior to the effective date of termination;

(b) except in the case of termination pursuant to paragraphs (a)

through (d), and (g) of GCC 2.6.1, reimbursement of any reasonable costs incident to the prompt and orderly termination of the Contract.

Obligations of the Consultant

3.1 General

3.1.1 Scope of

Services

The Consultant shall perform the Services as stated in Appendix A.

3.1.2 Standard of

Performance

The Consultant shall perform the Services and carry out its obligations hereunder with all due diligence, efficiency and economy, in accordance with generally accepted professional standards and practices, and shall observe sound management practices, and employ appropriate technology and safe and effective equipment, machinery, materials and methods. The Consultant shall always act, in respect of any matter relating to this Contract or to the Services, as a faithful adviser to MCA-T, and shall at all times support and safeguard MCA-T’s legitimate interests in any dealings with Sub-Consultants or third parties.

3.2 Conflict of

Interest

Consultant shall hold MCA-T’s interests paramount, without any consideration for future work, and strictly avoid conflict with other assignments or their own corporate interests.

3.2.1 Consultant

Not to

benefit from

Commissions

, Discounts,

etc.

The payment of the Consultant pursuant to GCC 5 shall constitute the Consultant’s only payment in connection with this Contract or the Services, and the Consultant shall not accept for its own benefit any trade commission, discount, or similar payment in connection with activities pursuant to this Contract or to the Services or in the discharge of their obligations under the Contract, and the Consultant shall use their best efforts to ensure that the Personnel, any Sub-


_______________________________________________________

Consultants, and agents of either of them similarly shall not receive any such additional payment.

3.2.2 Consultant

and

Affiliates

Not to

Engage 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, as well as any Sub-Consultants and any entity affiliated with such Sub-Consultant, shall be disqualified from providing goods, works or services (other than the consulting services) resulting from or directly related to the Consultant’s Services for the preparation or implementation of the project.

3.2.3 Prohibition

of Conflicting

Activities

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

3.3 Confidentiality Except with the prior written consent of MCA-T or as may be required to comply with applicable Tanzanian law, the Consultant and the Personnel shall not at any time communicate to any person or entity any confidential information acquired in the course of Services, nor shall the Consultant and the Personnel make public the recommendations formulated in the course of, or as a result of, the Services.

3.4 Insurance to be

Taken out by

the Consultant

The Consultant (i) shall take out and maintain, and shall cause any Sub-Consultants to take out and maintain, at their (or the Sub-Consultants’, as the case may be) own cost but on terms and conditions approved by MCA-T, insurance against the risks, and for the coverage specified in the SCC, and in the manner and to be applied as provided in Appendix F, (ii) at MCA-T’s request, shall provide evidence to MCA-T showing that such insurance has been taken out and maintained and that the current premiums therefore have been paid.

3.5 Consultant’s

Actions

Requiring

MCA-T’s Prior

Approval

The Consultant shall obtain the prior written approval of MCA-T (who may need to obtain the prior approval of MCC) before taking any of the following actions: (a) entering into a subcontract for the performance of any part

of the Services beyond the subcontracting arrangements specifically named in the technical proposal, subject to the requirements of Appendix F;

(b) any material modifications to the subcontracting


_______________________________________________________

arrangements named in the technical proposal; and

(c) appointing, modifying or replacing such members of the Personnel listed by name in Appendix C.

(d) any other action that may be specified in the SCC.

3.6 Reporting

Obligations

(a) Consultant shall submit to MCA-T the reports and documents specified in Appendix B and Appendix F hereto, in the form, in the numbers and within the time periods set forth in the Appendices.

(b) Final reports shall be delivered in CD ROM in addition to the hard copies specified in Appendix B and Appendix F hereto.

(c) MCA-T may share the reports required under this clause with MCC.

3.7 Documents

Prepared by

the Consultant

to be the

Property of

MCA-T

(a) All plans, drawings, specifications, designs, reports, other documents and software prepared by the Consultant for MCA-T under this Contract shall become and remain the property of MCA-T, and the Consultant shall, not later than upon termination or expiration of this Contract, deliver all such documents to MCA-T, together with a detailed inventory thereof.

(b) The Consultant may retain a copy of such documents and software. Restrictions about the future use of these documents and software, if any, shall be specified in the SCC.

3.8 Accounting,

Inspection and

Auditing

The provisions included in Appendix F with respect to accounting, inspection and auditing shall apply.

3.9 Use of Funds The provisions included in Appendix F with respect to the use of funds shall apply.

4 Consultant’s Personnel

4.1 Description of

Personnel

The Consultant shall employ and provide such qualified and experienced Personnel and Sub-Consultants as are required to carry out the Services. The title, agreed job description, minimum qualification and estimated period of engagement in the carrying out of the Services of each of the Consultant’s


_______________________________________________________

Key Personnel are described in Appendix C. The Key Personnel and Sub-Consultants listed by title as well as by name in Appendix C are hereby approved by MCA-T.

4.2 Removal and/or

Replacement of

Personnel

(a) Except as MCA-T may otherwise agree, no changes shall be made in the Key Personnel. If, for any reason beyond the reasonable control of the Consultant, such as retirement, death, medical incapacity, among others, it becomes necessary to replace any of the Key Personnel, the Consultant shall forthwith provide as a replacement a person of equivalent or better qualifications.

(b) If MCA-T (i) finds that any of the Personnel has committed serious misconduct or has been charged with having committed a criminal action, or (ii) has reasonable cause to be dissatisfied with the performance of any of the Personnel, then the Consultant shall, at MCA-T’s written request specifying the grounds therefore, forthwith provide as a replacement a person with qualifications and experience acceptable to MCA-T and, in case of Key Personnel, MCC.

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

5 Obligations of MCA-T

5.1 Assistance and

Exemptions

MCA-T shall use its best efforts to ensure that the Government shall provide the Consultant such assistance and exemptions as specified in the SCC and consistent with the provisions of Appendix F.

5 Payments to the Consultant

6.1 Lump Sum

Payment

The total payment due to the Consultant shall not exceed the Contract Price which is an all inclusive fixed price covering all costs required to carry out the Services described in Appendix A. The Contract Price may only be increased above the amount stated in GCC 6.2 if the Parties have agreed to additional payments in accordance with GCC 2.4.

6.2 Contract Price The price payable is set forth in the SCC.

6.3 Payment for

Additional

For the purpose of determining the remuneration due for additional services as may be agreed under GCC 2.4, a


_______________________________________________________

Services breakdown of the Contract Price (fixed-price) rates is provided in Appendices D and E.

6.4 Terms and

Conditions

of Payment

Payments will be made to the account of the Consultant and according to the payment schedule stated in the SCC. Any payment shall be made after the conditions listed in the SCC for such payment have been met, and the Consultant has submitted an invoice to MCA-T specifying the amount due.

6.5 Interest on

Delayed

Payments

If MCA-T has delayed payments beyond thirty (30) days after the due date stated in the SCC, interest shall be paid to the Consultant for each day of delay at the rate stated in the SCC.

7 Good Faith

7.1 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.

8 Settlement of Disputes

8.1 Amicable

Settlement

The Parties agree that the avoidance or early resolution of disputes is crucial for a smooth execution of the Contract and the success of the assignment. The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Contract or its interpretation.

8.2 Dispute

Resolution

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


_______________________________________________________ SPECIAL CONDITIONS 129

III. SPECIAL CONDITIONS OF CONTRACT

The following Special Conditions of Contract (SCC) shall supplement and/or amend the General Conditions of Contract (GCC). Whenever there is a conflict, the provisions herein shall prevail over those in the GCC.

Reference to

GCC clause

1. General Provisions

(a) Language (GCC 1.3)

GCC 1.3 The language is: English

(b) Notices (GCC 1.4)

GCC 1.4.1 The addresses are:

MCA-T: Address: Attention : Facsimile: _________________________________________ E-mail: _________________________________________ Consultant: Address: Attention : Facsimile: _________________________________________ E-mail: _________________________________________



(c) Authority of Member in Charge (GCC 1.6)

GCC 1.6 The Member in Charge is: ____________________________________ [Insert name of member]

Note: If the Consultant consists of a joint

venture/consortium/association of more than one entity, the name

of the entity whose address is specified in SCC 1.6 should be

inserted here. If the Consultant consists only of one entity, this

clause SCC 1.6 should be deleted from the SCC.

(d) Authorized Representatives (GCC 1.7)

GCC 1.7 The Authorized Representatives are:

For MCA-T:

(except that the execution of any amendments, modifications, notices of suspension or termination of this Contract shall only be made by [_____________________], CEO of MCA-T)

For the Consultant:

(e) Taxes and Duties (GCC 1.8)

GCC 1.8 Consultant warrants the following: [No change needed from our standard warranties we get.]

(i) The Consultant, Sub-Consultants, Personnel and each of their family members shall follow the relevant customs procedures of the Government of Republic of Tanzania in importing property into Tanzania;

(ii) if the Consultant, Sub-Consultants, Personnel or any of their family members do not withdraw or dispose of any property in Tanzania upon which customs duties and taxes have been exempted, the Consultant, Sub-Consultants, Personnel or any of their family members, as the case may be, (i) shall bear such customs duties and taxes in conformity with the regulations of the Government of the Republic of Tanzania, or (ii) shall reimburse them to MCA-T if they were paid by MCA-T at the time the property in question was brought into Tanzania; and



(iii) without prejudice to the rights of the Consultant under this clause, the Consultant, Sub-Consultants, Personnel and each of their family members will take reasonable steps requested by MCA-T or by the Government of the Republic of Tanzania with respect to the determination of the tax status described in this clause.

(iv) If the Consultant, Sub-Consultants, Personnel or any of their family members pays any Taxes that would be exempt under Section 2.3(e) of the Compact, the Consultant shall promptly notify MCA-T (or such agent or representative designated by MCA-T) of any Taxes paid, and the Consultant shall cooperate with, and take such actions as may be requested by MCA-T, MCC, or either of their agents or representatives, in seeking the prompt and proper reimbursement of such Taxes.

Other Provisions (GCC 1.10)

GCC

1.10

The provisions attached hereto as Appendix F shall apply to the Contract.


(f) Commencement of Services (GCC 2.2)

GCC 2.2 The date for the commencement of services is:

[insert number of days] after the Effective Date .

(g) Expiration of Contract (GCC 2.3)

GCC 2.3 The time period shall be:

Base Period: [insert time period] after the Effective Date.

Option Period: /insert time period/ after the expiration of the base period.

3. Obligations of the Consultant

(h) Insurance to be Taken out by the Consultant (GCC 3.4)

GCC 3.4 The risks and the coverage shall be as follows:

(a) Third-Party Motor Vehicle Liability

Insurance in respect of the motor vehicles operated in Tanzania by the Consultant or its Personnel or any Sub-Consultants or their Personnel, with a minimum coverage of ten thousand USD (USD 10,000);



(b) Third-Party Liability

Insurance for injuries or death in connection with the performance of the Services by the Consultant, with a minimum coverage of fifty thousand USD (USD 50,000);

(c) Professional Liability

Insurance, with a minimum coverage of [insert amount and

currency in words] (_______) [amount in figures].3

(d) Employer’s Liability and Workers’ Compensation Insurance

Insurance in respect of the Personnel of the Consultant and any Sub-Consultant, 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) Additional provisions included in Appendix F with respect to insurance shall apply.

Documents Prepared by the Consultant to be the Property of MCA-T (GCC 3.7)

GCC 3.7 The Consultant shall not use these documents for purposes unrelated to this Contract without the prior written approval of MCA-T.

6. Payments to the Consultant

(i) Contract Price (GCC 6.2)

GCC 6.2 The Contract Price is:

_________________________________ [amount in words] (_______) [amount in figures].

(j) Terms and Conditions of Payment (GCC 6.4)

GCC 6.4 Payments shall be made according to the following schedule with the following proportions:

[insert schedule and proportions]

The account for payment is:

_____________________________ _____________________________

3 Amount equal to the Contact Price.



_____________________________

Interest on Delayed Payments (GCC 6.5)

GCC 6.5 The due date is:

Thirty (30) days after the approval of the relevant documents specified in SCC 6.4 by MCA-T’s Authorized Representative, as designated in SCC 1.7, and receipt of the original invoice from the Consultant.

The interest rate is:

The annual interest rate according to the Applicable Law, equal to the floating rate periodically announced by the Central Bank of Tanzania. The daily rate is 1/360th of the annual rate.

8. Settlement of Disputes

(k) Dispute Resolution (GCC 8.2)

GCC 8.2 Disputes shall be settled by arbitration in accordance with the following provisions:

(a) All disputes that are not settled amicably by the Parties shall finally and exclusively be settled by ________ in accordance with the Rules of Arbitration of the International Chamber of Commerce (the "ICC Rules"). There shall be three arbitrators, each Party appointing one, with the two so appointed appointing the third, who shall preside over the proceedings.

(b) The arbitration shall be held in Dar es Salaam, Tanzania and shall be conducted in the English language.

(c) In any arbitration hereunder the decision of a majority of the arbitrators shall be final, binding and enforceable against the Parties.


________________________________________________________ 134

IV. APPENDICES


_________________________________________________________ APPENDICES 135

1. APPENDIX A – DESCRIPTION OF SERVICES

Note: This APPENDIX will include the final TERMS OF REFERENCE worked out by MCA-T and the

selected Consultant during technical negotiations, dates for completion of various tasks, place of

performance for different tasks, specific tasks to be approved by MCA-T, etc.



2. APPENDIX B – REPORTING REQUIREMENTS Note: This APPENDIX will include format, frequency, and contents of reports; persons to

receive them; dates of submission; etc.


_________________________________________________________ APPENDICES 137

3. APPENDIX C – KEY PERSONNEL AND SUB-CONSULTANTS Note: List under:

C-1 Titles [and names, if already available], detailed job descriptions and

minimum qualifications of Key Foreign Personnel to be assigned to work in

Tanzania, and staff-months for each.

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

C-3 Same as C-1 for Key Personnel to be assigned to work outside Tanzania.

C-4 List of Sub-Consultants (if already available); same information with respect to

their Personnel as in C-1 through C-3.


_________________________________________________________ APPENDICES 139

4. APPENDIX D – BREAKDOWN OF CONTRACT PRICE Note: List here the fully loaded daily or monthly rates for personnel. This appendix will be

used exclusively for purpose of determining remuneration for additional services.


APPENDIX E – SERVICES AND FACILITIES

PROVIDED BY MCA-T

Note: List here the services and facilities to be made available to the Consultant by the

MCA-T.


APPENDIX F – ADDITIONAL PROVISIONS

Capitalized terms that are used but not defined in this Appendix shall have the meaning given to them in the Contract to which this Appendix is attached (the “Contract”) and that certain Millennium Challenge Compact by and between the United States of America, acting through MCC, and the Government of the Republic of Tanzania (the “Government”), signed in Washington, D.C. on [insert date] as may be amended from time to time (the “Compact”).

MCA-T is responsible for the oversight and management of the implementation of the Compact on behalf of the Government, which expects to receive a grant from MCC pursuant to a Compact and intends to apply a portion of the proceeds of the Compact to eligible payments under this Contract, provided that (i) such payments will only be made at the request of and on behalf of MCA-T and as authorized by the Fiscal Agent, (ii) MCC shall have no obligations to the Consultant (for the purposes of this Appendix, the “Contract

Party”) under the Compact or this Contract, (iii) such payments will be subject, in all respects, to the terms and conditions of the Compact, and (iv) no party other than MCA-T shall derive any rights from the Compact or have any claim to MCC Funding.

A. MCC Status; Reserved Rights; Third-Party Beneficiary

1. MCC Status. MCC is a United States Government corporation acting on behalf of the United States Government in the implementation of the Compact. As such, MCC has no liability under this Contract, and is immune from any action or proceeding arising under or relating to this Contract. In matters arising under or relating to this Contract, MCC is not subject to the jurisdiction of the courts or any other juridical or other body of any jurisdiction.

2. MCC Reserved Rights.

(a) Certain rights are expressly reserved to MCC under this Contract, the Compact and other related Compact documents, including the right to approve the terms and conditions of this Contract, as well as any amendments or modifications hereto, and the right to suspend or terminate this Contract.

(b) MCC, in reserving such rights under this Contract, the Compact or other related Compact documents, has acted solely as a funding entity to assure the proper use of United States Government funds, and any decision by MCC to exercise or refrain from exercising these rights shall be made as a funding entity in the course of funding the activity and shall not be construed as making MCC a party to this Contract.

(c) MCC may, from time to time, exercise its rights, or discuss matters related to this Contract with the parties to this Contract, the Government or MCA-T, as appropriate, jointly or separately, without thereby incurring any responsibility or liability to any party.


(d) Any approval (or failure to approve) or exercise of (or failure to exercise) any rights by MCC shall not bar the Government, MCA-T, MCC or any other person or entity from asserting any right against the Contract Party, or relieve the Contract Party of any liability which such entity might otherwise have to MCA-T, MCC, or any other party. For the purposes of this clause (d), MCC shall be deemed to include any MCC officer, director, employee, Affiliate, contractor, agent or representative.

3. Third-Party Beneficiary. MCC shall be deemed to be a third party beneficiary under this Contract.

B. Limitations on the Use or Treatment of MCC Funding.

The use and treatment of MCC Funding in connection with this Contract does not, and shall not, violate any limitations or requirements specified in the Compact, including [Section 2.3 and 5.4(b)] of the Compact or any other relevant Supplemental Agreement or Implementation Letter or applicable law or U.S. Government policy. A summary of the applicable Compact provisions referenced in this paragraph may be found on the MCC website at http://www.mcc.gov/guidance/compact/funding_limitations.pdf.

C. Procurement.

The Contract Party shall ensure that all procurements of goods, services or works under, related to or in furtherance of this Contract shall be consistent with the general principles set forth in [Section 3.6] of the Compact and in the MCC Program Procurement Guidelines. The Contract Party shall comply with the eligibility requirements related to prohibited source or restricted party provisions in accordance with U.S. law, regulations and policy, applicable World Bank policies or guidelines and in accordance with other eligibility requirements as may be specified by MCC or MCA-T. A summary of the applicable Compact provision referenced in this paragraph may be found on the MCC website at:

http://www.mcc.gov/guidance/compact/procurement_awards_provisions.pdf.

With respect to subcontracting the MCC Program Procurement Guidelines provide as follows:

1. Every contract or subcontract for goods, services and works with any party that receives at least USD $50,000 in the aggregate of MCC Funding shall require the contracting party to follow the Procurement Principles set out in the Compact to the maximum extent consistent with the objectives and requirements of the contract when subcontracting for goods, services or works.

2. In every contract or subcontract valued in excess of USD $1,000,000, the contracting party shall be required to have written procurement procedures that may be subject to review by MCA-T, MCC, the Government and any of their respective agents or representatives.


3. Any contractor or subcontractor planning to subcontract for a major item of supply, services, or works, (deemed major if valued in excess of USD $100,000) shall seek MCA-T prior written approval of the subcontractor.

D. Reports and Information; Access; Audits; Reviews.

1. Reports and Information. The Contract Party shall maintain such books and

records and provide such reports, documents, data or other information to MCA-T in the manner and to the extent required by Sections 3.8 (a) and (b) of the Compact, and as may be reasonably requested by MCA-T from time to time in order to comply with its reporting requirements arising under the Compact. The provisions of Section 3.8(a) and (b) of the Compact that are applicable to the Government shall apply, mutatis mutandis, to the Contract Party as if such Contract Party were the Government under the Compact.

2. Access; Audits and Reviews. The Contract Party shall permit such access,

audits, reviews and evaluations as provided in the Compact. The provisions of the Compact that are applicable to the Government with respect to access and audits shall apply, mutatis

mutandis, to the Contract Party as if such Contract Party were the Government under the Compact.

3. Application to Providers. The Contract Party shall ensure the inclusion of the

applicable audit, access and reporting requirements in its contracts or Contracts with other Providers in connection with the Contract.

4. Summary of Provisions. A summary of the applicable Compact provisions

referenced in this paragraph D may be found on the MCC website at http://www.mcc.gov/guidance/compact/audits_reviews_provisions.pdf.

E. Compliance with Anti-Corruption Legislation. The Contract Party shall ensure that no payments have been or will be made by such Contract Party to any official of the Government, MCA-T, or any third party (including any other government official) in connection with this Contract in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. 78a et seq.) (the “FCPA”) or that would otherwise be in violation of the FCPA if the party making such payment were deemed to be a United States person or entity subject to the FCPA, or similar statute applicable to this Contract, including any local laws. The Contract Party affirms that no payments have been or will be received by any official, employee, agent or representative of such Contract Party in connection with this Contract in violation of the FCPA or that would otherwise be in violation of the FCPA if the party making such payment were deemed to be a United States person or entity subject to the FCPA, or similar statute applicable to this Contract, including any local laws.

F. Compliance with Anti-Money Laundering Legislation.


The Contract Party shall ensure that MCC Funding pursuant to this Contract is not used for money-laundering activities and, to that end, shall comply with any policies and procedures for monitoring operations to ensure compliance, as may be established from time to time by the Contract Party, MCC, MCA-T, the Fiscal Agent, the Procurement Agent, or the Bank.

G. Compliance with Terrorist Financing Statutes and Other Restrictions.

1. The Contract Party shall not provide material support or resources directly or indirectly to, or knowingly permit MCC Funding to be transferred to, any individual, corporation or other entity that such Party knows, or has reason to know, commits, attempts to commit, advocates, facilitates, or participates in any terrorist activity, or has committed, attempted to commit, advocated, facilitated or participated in any terrorist activity, including, but not limited to, the individuals and entities (i) on the master list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control, which list is available at www.treas.gov/offices/enforcement/ofac, (ii) on the consolidated list of individuals and entities maintained by the “1267 Committee” of the United Nations Security Council, or (iii) such other list as MCA-T may request from time to time. For purposes of this provision, “material support and resources” includes currency, monetary instruments or other financial securities, financial services, lodging, training, expert advice or assistance, safe houses, false documentation or identification, communications equipment, facilities, weapons, lethal substances, explosives, personnel, transportation, and other physical assets, except medicine or religious materials.


2. The Contract Party shall ensure that its activities under this Contract comply with all applicable U.S. laws, regulations and executive orders regarding money laundering, terrorist financing, U.S. sanctions laws, restrictive trade practices, boycotts, and all other economic sanctions promulgated from time to time by means of statute, executive order, regulation or as administered by the Office of Foreign Assets Control of the United States Treasury Department or any successor governmental authority, including, 18 U.S.C. Section 1956, 18 U.S.C. Section 1957, 18 U.S.C. Section 2339A, 18 U.S.C. Section 2339B, 18 U.S.C. Section 2339C, 18 U.S.C. Section 981, 18 U.S.C. Section 982, Executive Order 13224, 15 C.F.R. Part 760, and those economic sanctions programs enumerated at 31 C.F.R. Parts 500 through 598. The Contract Party shall verify, or cause to be verified, appropriately any individual, corporation or other entity with access to or recipient of funds, which verification may include verifying if such name appears on applicable watch lists such as the lists maintained on www.epls.gov and the other lists specified in the immediately preceding paragraph. The Contract Party shall (A) conduct the monitoring referred to in this paragraph on at least a quarterly basis, or such other reasonable period as MCA-T or MCC may request from time to time and (B) deliver a report of such periodic monitoring to MCA-T with a copy to MCC. In order to ensure compliance with United States sanctions programs in force from time to time: (a) the Consultant shall ensure that no goods or services acquired, or to be acquired, by the Consultant for purposes of performing this Contract have been or will be acquired from a Prohibited Source; and (b) MCA-T may, and upon MCC's request shall, request certificates of origin or such other documentation, satisfactory to MCA-T and MCC, evidencing compliance with such restriction. MCA-T shall promptly supply MCC with a copy of any such certificate or documentation it receives. For purposes hereof, "Prohibited Source" shall refer to any entity owned or controlled by the government of any country subject to United States economic sanctions programs in force from time to time. As of the date hereof, those countries include, without limitation, Cuba, Iran, Sudan, North Korea and Syria. 3. Other restrictions on the Contract Party shall apply as set forth in Section 5.4(b) of the Compact with respect to drug trafficking, terrorism, sex trafficking, prostitution, fraud, felony, any misconduct injurious to MCC or MCA-T, any activity contrary to the national security interests of the United States or any other activity that materially and adversely affects the ability of the Government or any other party to effectively implement, or ensure the effective implementation of, the Program or any Project or to otherwise carry out its responsibilities or obligations under or in furtherance of the Compact or any Supplemental Agreement or that materially and adversely affects the Program Assets or any Permitted Account.

H. Publicity, Information and Marking.


The Contract Party shall cooperate with MCA-T and the Government to provide the appropriate publicity to the goods, works and services provided under this Contract, including identifying Program activity sites and marking Program Assets as goods, services, and works funded by the United States, acting through MCC, provided that, any announcement, press release or statement regarding MCC or the fact that MCC is funding the Program or any other publicity materials referencing MCC, shall be subject to prior approval by MCC and shall be consistent with any instructions provided by MCC from time to time in relevant Implementation Letters. Upon the termination or expiration of the Compact, MCC may request the removal of, and the Contract Party shall, upon such request, remove, or cause the removal of, any such markings and any references to MCC in any publicity materials. MCC shall have the right to use any information or data provided in any report or document provided to MCC for the purpose of satisfying MCC’s reporting requirements or in any other manner.

I. Insurance.

The Contract Party shall obtain insurance, performance bonds, guarantees or other

protections appropriate to cover against risks or liabilities associated with performance of the Contract. The Contract Party shall be named as payee on any such insurance and the beneficiary of any such guarantee, including performance bonds. MCC and MCA-T shall be named as additional insured’s on any such insurance or other guarantee, to the extent permissible under applicable laws. The Contract Party shall ensure that any proceeds from claims paid under such insurance or any other form of guarantee shall be used to replace or repair any loss or to pursue the procurement of the covered goods, services, works, provided, however, at MCC’s election, such proceeds shall be deposited in an account as designated by MCA-T and acceptable to MCC or as otherwise directed by MCC.

J. Conflict of Interest.

The Contract Party shall ensure that no person or entity shall participate in the

selection, award, administration or oversight of a contract, grant or other benefit or transaction funded in whole or in part (directly or indirectly) by MCC Funding in connection with this Contract, in which (i) the entity, the person, members of the person’s immediate family or household or his or her business partners, or organizations controlled by or substantially involving such person or entity, has or have a financial or other interest or (ii) the person or entity is negotiating or has any arrangement concerning prospective employment, unless such person or entity has first disclosed in writing to the parties under this Contract and MCC the conflict of interest and, following such disclosure, the parties to this Contract agree in writing to proceed notwithstanding such conflict. The Contract Party shall ensure that no person or entity involved in the selection, award, administration, oversight or implementation of any contract, grant or other benefit or transaction funded in whole or in part (directly or indirectly) by MCC Funding in connection with this Contract shall solicit or accept from or offer to a third party or seek or be promised (directly or indirectly) for itself or for another person or entity any gift, gratuity, favor or benefit, other than items of de minimis value and otherwise consistent with such guidance as MCC may provide from time to time.


K. Inconsistencies.

In the event of any conflict between this Contract and the Compact, the Disbursement Agreement, or the Procurement Agreement, the term(s) of the Compact, the Disbursement Agreement or the Procurement Agreement shall prevail.

L. Other Provisions

The Contract Party shall abide by such other terms or conditions as may be specified by MCA-T or MCC in connection with the Contract consistent with the Compact and the other Supplemental Agreements.

M. Flow-Through Provisions.

In any subcontract or sub-award entered into by the Contract Party, as permitted by the Contract, the Contract Party shall ensure the inclusion of all the provisions contained in paragraphs (A) through (L) above.