Phase 2 for DGM Program and Global Learning and Knowledge Exchange Project ( - Тендер #59894968)

• Project ID

P170861

• Project Title

Phase 2 for DGM Program and Global Learning and Knowledge Exchange Project

• Country

World

• Notice No

OP00328450

• Notice Type

Invitation for Bids

• Notice Status

Published

• Borrower Bid Reference

12-NCS3.1

• Procurement Method

Request for Quotations

• Language of Notice

English

• Submission Deadline Date/Time

Dec 13, 2024 04:00

• Published Date

Dec 13, 2024

• CONTACT INFORMATION
• Organization/Department

Conservation International Foundation

• Name

Johnson Cerda

• Address

2011 Crystal Drive, Suite 500 Arlington, VA 22202 Phone: 1.703.341.2400

• City

• Province/State

World

• Postal Code

• Country

World

• Phone

703.341.2400

• Email

jcerda@conservation.org

• Website

http://www.conservation.org/

REQUEST FOR QUOTATION
To: Suppliers of Simultaneous Interpretation Services and Equipment
From: Conservation International – Dedicated Grant Mechanism for Indigenous Peoples and Local Communities (DGM) Global Executing Agency
Date: March 26, 2024
Subject: Request for Quotation – RFQ#: 039
Dear Offerors:
Conservation International – DGM Global Executing Agency is implementing the DGM Global Steering Committee Meeting in Kathmandu, Nepal.
Within this context, CI - DGM is procuring Simultaneous Interpretation Services and Equipment for 4 days for the dates of April 23-26, 2024 in Kathmandu, Nepal. CI- DGM invites all eligible suppliers to provide your best offer for this solicitation by the due date stated in part II. (Please include all cost related, terms of warranty, post services in your price quotation)
I.
Type of Contract
The anticipated type of award resulting from this RFQ is a Service Agreement. The chosen vendor will agree to comply with all terms.
II.
Submission of Quotations
All quotations are due on Wednesday, April 10, 2024 by no later than 4:00 PM Eastern Standard Time. Quotations should be sent by email, in PDF format, to dgm-global@conservation.org with the subject line “RFQ#039: Simultaneous Interpretation Services and Equipment”. Validity of bid: 15 days from the submission deadline.
Quotations submitted after the deadline will be considered “late” and will be disqualified from further evaluation process.
All proposals must be submitted in one volume, consisting of:
Itemized Quote for Interpretation Services and Equipment; quote must include:
o
Unit cost per day for each item of equipment, interpreter, and technician
o
per diem for interpreters and technician; do not include lunch for meeting days
o
estimate cost for travel and accommodations during travel to location (only if applicable)
o
Quote must be signed and dated
Provide individual overtime rate per interpreter (separate to itemized and quote with total cost)
Provide cost per unit and maximum number of headsets, transmitters, receivers, and push to talk microphones you can provide (separate to itemized and quote with total cost)
CV or Resume for each individual interpreter
Inclusion of flexible cancellation and reimbursement policy
Additional supporting information to demonstrate the required and/or preferred skills and experience outlined below, if any.
Please follow the format of the itemized quote based on the example below: No Description Maximum Number of Units Available Quantity Needed Days Cost/Unit Total Cost (USD)
1
Equipment Transportation
n/a
n/a
n/a
2
Headsets and receivers for participants
30
4
3
Max # and unit rate for Push-to-talk Microphones (not including interpreters)
15
4
4
Headsets, Transmitters, and with Push-to-talk microphones for interpreters
8
4
5
Wireless handheld microphones
3
4
6
Booths
5
4
7
Sound System, Simultaneous System/Interpreter Console, Mixer, Speakers
1
4
8
Primary support technician
n/a
1
4
9
Interpreter Portuguese <> English
2
4
10
Interpreter Nepali <> English
2
4
11
Interpreter French <> English
2
4
12
Interpreter Spanish <> English
2
4
13
Airfare and Transportation (if applicable)
14
Accommodations (during travel days, if applicable)
15
Per-diem (Meals during travel days and dinner during work days)
8
n/a
16
Taxes and Fees (if applicable)
Total
III.
Questions
Technical inquiries and/or requests for clarification to this RFQ must be made in writing via e-mail to: dgm-global@conservation.org no later than April 1, 2024. All relevant questions received and responses made may be forwarded by CI – DGM to all participating bidders.
IV.
Specifications of Interpretation Services
CI- DGM would like to hire services similar or equivalent to what is described below:
Professionalism:
Established company with experience providing interpretation and equipment services
Ability to procure interpreters through your company that meet the criteria of required skills and experience for interpreters described in the Terms of Reference provided
Ability to be flexible and provide all the necessary equipment and services for the effective and smooth facilitation of interpretation during conference/classroom style workshops
Ability to coordinate travel and accommodations for interpreters and technicians if needed
Ability to respond quickly to emails and inquiries and remain accessible to the project coordinator (confirm receipt and answer simple questions within one day)
Ability to provide all interpretation services and equipment for all stages of the event is strongly preferred but not required
Service providers based in Nepal are strongly preferred but not required
Ability to submit offer as indicated in Section II of this Request for Quotation
Simultaneous Interpretation Equipment:
Ability to provide equipment require as indicated in Section II of this Request for Quotation
Ability to accommodate up to 30 participants (30 portable headsets, receivers, Push-to-talk microphones, and wireless microphones)
The technician is expected to be available and fully capable of transporting, packing, and managing all equipment provided
Ability to provide virtual interpretation services (if needed) in conference room.
Interpreters:
Fluency in English
2 Spanish <> English Simultaneous Interpreters
2 Nepali <> English Simultaneous Interpreters
2 French <> English Simultaneous Interpreters
2 Portuguese <> English Simultaneous Interpreters
Access to and experience with providing interpretation services at related conferences, events, forums, meetings, or remote field visits and projects
Ability to work well under pressure, prioritize, and deliver quality results
At least three years of experience interpreting between English and their respective language pair (French/Portuguese/Spanish/Nepali)
Access to and experience with providing interpretation services at related conferences, events, forums, meetings, or field visits and projects
Ability to work well under pressure, prioritize, and deliver quality results
3 to 5 years of interpretation experience working with international nonprofit organizations and/or international agencies preferred but not required
Experience with working on topics such as Agriculture, Environment, Forestry, Human Rights, and, or Indigenous Peoples and Local Communities is strongly preferred but not required
Selected service providers will be available and fully capable of interpreting in the language pair for which they have applied. They are responsible for reviewing and studying related documents and content related to the event prior to starting their services. CI will provide related documents and content well in advance of the event start date
Interpreters based in Nepal are strongly preferred
V.
Price for Interpretation Services
Price must be quoted in USD with taxes/duty shown separately. CI reserves the right to determine upon seeing the bids which components of pricing should be used as the basis of comparison between quotations.
VI.
Evaluation of Quotations
CI- DGM will evaluate each quotation on the merit of price and technical specification (Best Value Determination) and evaluation scoring will be considered.
Points Criteria 100 points maximum:
Weight
Scoring Criteria
35%
Cost of Services
35%
Service Availability & Professionalism
30%
Experience & Qualifications
VII.
Reserve the Right
CI-DGM reserves the right to issue an award with no further discussion, or to modify the award type. Issuance of this RFQ in no way obligates CI to award a purchase order, nor does it commit CI to pay any costs incurred by the Offeror in preparing and submitting the quotation. CI reserves the right to enter negotiations about price and terms as required.
VIII.
Code of Ethics. All Offerors are expected to exercise the highest standards of conduct in preparing, submitting and if selected, eventually carrying out the specified work in accordance with CI’s Code of Ethics. Conservation International’s reputation derives from our commitment to our values: Integrity, Respect, Courage, Optimism, Passion and Teamwork. CI’s Code of Ethics (the “Code”) provides guidance to CI employees, service providers, experts, interns, and volunteers in living CI’s core values, and outlines minimum standards for ethical conduct which all parties must adhere to. Any violation of the Code of Ethics, as well as concerns regarding the integrity of the procurement process and documents should be reported to CI via its Ethics Hotline at www.ci.ethicspoint.com.
Annex 1
Terms of Reference
Simultaneous Interpretation Services and Equipment –DGM Global Steering Committee Meeting in Kathmandu - Nepal
Dear Sir or Madam,
General Background: The Dedicated Grant Mechanism for Indigenous Peoples and Local Communities (DGM) is a special initiative of the Forest Investment Program which supports the full and effective participation of indigenous peoples and local communities (IPLCs) in climate action and sustainable forestry under their own leadership and according to their own priorities. Conservation International (CI) is responsible for carrying out the Global Learning and Knowledge Exchange project (DGM Global), which builds connections between DGM country projects and extends the benefits of the DGM to indigenous peoples and local communities around the world.
Project Objective: As the Global Executing Agency (GEA) of the DGM, Conservation International frequently facilitates meetings and exchanges with the attendance of participants hailing from various countries and therefore speaking in different native languages that must be interpreted to facilitate discussion at said events. Though the project mainly operates in English the exchanges regularly operate with different languages at once, including Spanish, French, Nepali, and Portuguese.
To effectively facilitate learning and knowledge exchange, training, and general communication amongst participants and staff at events, a reliable portable simultaneous interpretation team and equipment system is essential. Conservation International is seeking firms that can provide simultaneous
interpretation services and equipment for English <> French, English <> Spanish, English <> Portuguese, and English <> Nepali to provide their services for 4 days, tentatively for the dates of April 23-26, 2024 in Kathmandu, Nepal. A technician must be provided by the service provider to monitor proper equipment functionality. The service provider should be able to provide all the necessary simultaneous interpretation equipment to facilitate classroom/conference style simultaneous interpretation for up to 30 participants. Only service providers that is able to fulfill all stated requirements will be considered.
CI is seeking conference and portable simultaneous interpretation equipment and a reliable simultaneous interpretation team of 2 interpreters for each of these language pairs (8 interpreters total, 2 English <> Spanish, 2 English <> French, 2 English <> Portuguese, 2 English <> Nepali) and 1 technician that is willing and able to travel to the event location. Local service providers who are located nearby are strongly preferred.
Please provide a detailed quote with the itemized costs for equipment (unit cost per individual equipment item), technician services rate per day, individual interpreter rate per day, and, if applicable, the cost of travel and hotel in Kathmandu, Nepal. Please include the unit cost per individual service and, or item in your itemized quote. Lunch will be provided during conference days. Please also provide the CV’s of each individual interpreter. Any additional references are welcome. Please review the Request for Quotation document thoroughly for details and instructions on submissions.
Estimated Budget: This contract will cover all relevant costs related to services provided at the event in Kathmandu, Nepal, including travel expenses, accommodations, meals, equipment, and interpretation services. Contracts for such events can fluctuate based on the location of the event, services rendered, and flexibility of the service provider. Prices can be negotiated based on the services provided.
Estimated Timeline: The selected service provider would be expected to work with CI for 3 days for the dates of April 24-26, 2024 in Kathmandu, Nepal. This does not include the duration of travel to and from the event location, which must also be accounted for in the timeline and availability of the service provider if they are traveling from outside of Nepal.
Schedule
Conference Simultaneous Interpretation Services
April 23
Interpretation Equipment arrives at hotel; Interpretation company will set-up equipment in reserved conference space.
April 23
Budget Subcommittee meeting 2h
April 24
GSC Meeting Day 1
Location of Task/Applicable Trips: This work will be conducted in Kathmandu, Nepal for the dates of April 23-26, 2024. Physical presence of interpreters is required.
Specifications of Interpretation Services
CI- DGM would like to hire services similar or equivalent to what is described below:
Professionalism:
Established company with experience providing interpretation and equipment services
Ability to procure interpreters through your company that meet the criteria of required skills and experience for interpreters described in the Terms of Reference provided
Ability to be flexible and provide all the necessary equipment and services for the effective and smooth facilitation of interpretation during conference/classroom style workshops
Ability to coordinate travel and accommodations for interpreters and technicians if needed
Ability to respond quickly to emails and inquiries and remain accessible to the project coordinator (confirm receipt and answer simple questions within one day)
Ability to provide all interpretation services and equipment for all stages of the event is strongly preferred but not required
Service providers based in Nepal are strongly preferred but not required
Ability to submit offer as indicated in Section II of this Request for Quotation
Simultaneous Interpretation Equipment:
Ability to provide equipment require as indicated in Section II of this Request for Quotation
Ability to accommodate up to 30 participants (30 portable headsets, receivers, Push-to-talk microphones, and wireless microphones)
The technician is expected to be available and fully capable of transporting, packing, and managing all equipment provided
Interpreters:
Fluency in English
2 English <> Spanish Simultaneous Interpreters
2 English <> Nepali Simultaneous Interpreters
2 English <> French Simultaneous Interpreters
2 English <> Portuguese Simultaneous Interpreters
Access to and experience with providing interpretation services at related conferences, events, forums, meetings, or remote field visits and projects
Ability to work well under pressure, prioritize, and deliver quality results
At least three years of experience interpreting between English and their respective language pair (French/Portuguese/Spanish/Nepali)
April 25
GSC Meeting Day 2
April 26
GSC Meeting Day 3
Conference Equipment breakdown and removal.
Access to and experience with providing interpretation services at related conferences, events, forums, meetings, or field visits and projects
Ability to work well under pressure, prioritize, and deliver quality results
3 to 5 years of interpretation experience working with international nonprofit organizations and/or international agencies preferred but not required
Experience with working on topics such as Agriculture, Environment, Forestry, Human Rights, and, or Indigenous Peoples and Local Communities is strongly preferred but not required
Selected service providers will be available and fully capable of interpreting in the language pair for which they have applied. They are responsible for reviewing and studying related documents and content related to the event prior to starting their services. CI will provide related documents and content well in advance of the event start date
Interpreters based in Kathmandu, Nepal are strongly preferred
Evaluation and Selection Criteria: As soon as possible after the submission deadline, all submissions will be reviewed by a procurement committee, which will evaluate each submission by the following criteria:
Criteria Weight
Cost of Service 35%
Service Availability & Professionalism 35%
Experience & Qualifications 30%
If a service provider can provide all required equipment and interpretation services, then one services provider will be selected. CI may also choose to go with a service provider that can provide equipment and technical services, and then individually select one service provider for each language pair (English-French, English-Nepali, English-Spanish, and English-Portuguese).
Once evaluated, all potential service providers will be informed promptly as to whether they were selected for this work or not. The selected service provider will be asked to provide relevant tax documentation, bank information, a form before contracting.
Key Tasks: Selected service providers will be responsible for providing all the necessary equipment, technical expertise, and/or interpretation services for the project taking place in Kathmandu, Nepal. The following schedule is tentative:
Deliverables/Estimated Outputs: Selected service providers will be responsible for the following deliverables:
Email responses (confirming receipt & answering simple questions): within one day
Equipment and technical services: all necessary equipment for proper facilitation of interpretation will be provided by the selected service provider. The technician is expected to be available and fully capable of transporting, installing, setting up, packing, and managing the equipment provided.
Interpreters: Selected service providers will be available and fully capable of interpreting in the language pair for which they have applied. They are responsible for reviewing and studying related documents and content related to the event prior to starting their services. CI will provide related documents and content well in advance of the event start date.
Travel: Selected service providers are expected to arrange their own travel and hotel accommodations (if applicable) to and from Kathmandu, Nepal. CI will cover costs related to travel and accommodations upon receiving invoices and a detailed quote which includes these expenses.
Schedule and Key Tasks
April 23
Interpretation company will set-up equipment in reserved conference space
Technician will need to tour workshop space upon arrival at hotel and set up equipment on this morning.
Interpreters needed in the afternoon to interpret for 10 people.
April 24
Day 1 of Meeting
Interpreters and technician services required all day for 30 people.
April 25
Day 2 of Meeting
Interpreters and technician services required all day for 30 people.
April 26
Day 3 of Meeting
Interpreters and technician services required all day for 30 people.
Technician will break-down and remove equipment in the evening, after meeting has ended.

Attachment 3
Quotation Form
(This Form must be submitted only using the Vendor’s Official Letterhead/ Stationery)
Item Description
Quantity
Unit of Measure
Unit Price
Total Price per Item
Total before tax:
VAT (if applicable)
Add : Other Charges (pls. specify)
Total Final and All-Inclusive Price Quotation
Company Name:
Name of Representative:
Title:
Signature:
Date:
Tender #:
Attachment 4 TEMPLATE
SERVICE AGREEMENT
BETWEEN
CONSERVATION INTERNATIONAL FOUNDATION
AND [ENTER SERVICE PROVIDER NAME]
Service Agreement Number: [ENTER BUSINESS WORLD CMF NUMBER]
Project Title: [ENTER PROJECT TITLE]
This Services Agreement (the ’Agreement’) is made and entered into by and between Conservation International Foundation (‘CI’), a nonprofit public benefit corporation organized under the laws of the State of California and [NAME], a [type legal entity e.g., sole proprietor, partnership, corporation etc.] (‘Service Provider’). The Agreement comes into effect on the Agreement Start Date, (the ‘Effective Date’).
1.
Services; Project Description. CI hereby engages Service Provider as an independent contractor, on a non-exclusive basis, to perform the activities and provide the deliverables set forth below and in Appendix 1 (the ’Services’), as may be modified from time to time: [INCLUDE OVERALL DESCRIPTION OF PROJECT, SPECIFY EXPECTED OUTCOMES. DELIVERABLES WILL BE DETAILED IN APPENDIX 1.]
During the Agreement Term (as defined in Section 2) of this Agreement, CI shall have the right to request reasonable changes to the scope of the Services. All changes shall be in writing and signed by authorized representatives of the parties. Service Provider shall receive technical direction from [CI REPRESENTATIVE’S NAME AND TITLE] or his/her designee, as authorized in writing. 2. Term. The Agreement Start Date is [DATE]. The Agreement End Date is [DATE] unless otherwise modified, or the Agreement is terminated in accordance with Section 6. Any extension of the Term requires a written amendment of this Agreement signed by authorized representatives of both Parties.
3.
Fee for Services. In consideration of Service Provider’s performance of the Services during the Term, CI shall pay Service Provider the Fee for Services as provided below: [PLEASE CHOOSE OPTION 1 (FIXED PRICE) OR OPTION 2 (RATE BASED). DELETE THE OPTION THAT IS NOT SELECTED.]
a. [OPTION 1, PREFERRED] Fixed Price Contract. A Fee for Services not to exceed $_______ which is based on payment against deliverables as described in Section 4 and outlined in the deliverables schedule attached as Appendix 1. [CHOOSE (A) OR (B) AND DELETE THE OPTION THAT IS NOT SELECTED. IF YOUR OFFICE IS NOT REQUIRED TO WITHHOLD TAX AND/OR VAT THIS LANGUAGE IS NOT APPLICABLE] This Fixed Price Contract (A) excludes withholding tax and/or VAT
which shall be payable by Service Provider (B) includes ____% withholding tax and/or VAT payable by CI.
i.Expenses: [CHOOSE (A) OR (B) AND DELETE THE OPTION THAT IS NOT SELECTED] The Fee for Services set forth above: (A) is inclusive of all expenses. (B) excludes reimbursables (out of pocket) expenses. Reimbursable expenses up to $_______ may be incurred with prior approval from CI. The budget for these anticipated expenses is included in Appendix 2. Expenses must be reasonable and documented as specified in the Payment Terms. Total expenses shall not exceed those set forth in the attached budget without prior written approval of CI.
a. [OPTION 2 - NOT FAVORED APPROACH DUE TO THE RISK OF BUDGET OVERRUNS]Time and Materials. A Fee for Services not to exceed $____ which is based on a rate of US$____ per [hour/day/week] for such times as the Service Provider actually performs Services under this Agreement.
i.
Expenses: The Fee for Services set forth above [CHOOSE (A) OR (B) AND DELETE THE OPTION THAT IS NOT SELECTED] (A) is inclusive of all expenses.
(B) excludes reimbursables (out of pocket) expenses. Reimbursable expenses up to $_______ may be incurred with prior approval from CI. The budget for these anticipated expenses is included in Appendix 1. Expenses must be reasonable and documented as specified in the Payment Terms. Total expenses shall not exceed those set forth in the attached budget without prior written approval of CI.
b.
All activities and expenditures must occur during the Term to be reimbursable.
4. Payment Terms. [PLEASE CHOOSE OPTION 1 (FIXED PRICE) OR OPTION 2 (RATE BASED), COORESPONDING TO THE FEE FOR SERVICES OPTIONS ABOVE. DELETE THE OPTION THAT IS NOT SELECTED.]
a. [OPTION 1, PREFERRED] Payment shall be made on receipt and acceptance of the deliverables in accordance following schedule: (1) $____ upon completion and CI’s acceptance of deliverable No. 1, (2) $____ upon completion and CI’s acceptance deliverable No. 2, (3) $____ upon completion and CI’s acceptance of final deliverable. Service Provider shall provide invoices to CI containing name and address and deliverables (as defined in Appendix 1) completed and accepted, and payment instructions.
a. [OPTION 2] Payment shall be made against invoice(s). Service Provider shall invoice CI on a monthly basis. Service Provider shall provide invoices to CI containing
name and address, place of performance, days/period and hours worked according
to activities and deliverables (as defined in Section 1), and payment instructions.
b. [DELETE IF FEE IS INCLUSIVE OF EXPENSES] Invoices for reimbursable expenses shall be accompanied by an itemized account of such expenses, together with original receipts *(or copies, with originals to be retained by the Consultant for a period of five (5) years for CI"s audit purposes) * for expenses over $40.00. All amounts will be paid within thirty (30) days after receipt and approval of the Consultant’s invoice.
c.
Service Provider shall provide an IRS W-9 form for US entities, or an IRS W-8 form for non-US entities.
5.
Acceptance of Deliverables; Time is of the Essence.
a.
Acceptance Criteria. Service Provider is expected to perform the Services and Deliverables in accordance with the acceptance criteria defined in Appendix 1, which may be revised and supplemented from time to time during the Term to accommodate successful performance of the Services (“Acceptance Criteria”).
b.
Acceptance. In the event that a Deliverable meets CI’s Acceptance Criteria, CI shall notify the Service Provider that such Deliverable has been accepted. In the event that a Deliverable does not meet CI’s Acceptance Criteria, CI shall advise the Service Provider as to which aspects of the Deliverable require revision. Service Provider shall implement such revisions in accordance with CI’s instructions and deliver the revised Deliverable to CI for review within [INCLUDE APPROPRIATE AMOUNT OF BUSINESS DAYS] business days following receipt by Service Provider of the revision request. CI may request that this process be repeated as many times as necessary to meet the acceptance criteria. Time spent on necessary revisions to meet Acceptance Criteria may not be charged to CI, unless authorized in writing by CI. CI reserves the right to terminate this Agreement, in accordance with section 6 below, in the event that the Service Provider is unable to meet the Acceptance Criteria within the time period provided by CI or a reasonable period following notice that the deliverable has not met CI’s Acceptance Criteria or if CI determines the deliverable is incapable of revision that will result in its acceptance of the deliverable.
c.
Time is of the Essence. Service Provider shall perform the Services in strict compliance with the Delivery Schedule set forth in Appendix 1. Time is of the essence with respect to all aspects of this Agreement and the subject matter hereof.
6.
Termination. Either party may terminate this Agreement at any time upon ten (10) days prior written notice. In such event, Service Provider shall provide to CI all deliverables (including all embodiments thereof) completed or partially completed up to the effective date of termination to CI in a format and medium specified by CI, and CI shall pay a pro-rated fee for all Services provided by the Service Provider in good faith prior to the effective date of termination. Any payment effected by CI in excess of the pro-rated fee due on the effective date of termination shall be returned by the Service Provider immediately upon request by CI. If CI terminates this Agreement due to a material breach by Service Provider
or due to the Service Provider’s failure to perform any of the Services to CI’s satisfaction, CI
may withhold payment for any such unsatisfactory Services until such Services are performed to CI’s satisfaction.
7.
Indemnification. Service Provider hereby covenants and agrees to indemnify CI and to defend and hold CI harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or resulting from any claim, action or other proceeding (including any proceeding by any of Service Provider’s employees, agents or contractors) related to or arising out of the performance of the Services under this Agreement.
8. Relationship of CI and Service Provider. [CHOOSE OPTION 1 OR 2 DEPENDING ON WHETHER SERVICE PROVIDER IS A COMPANY OR AN INDIVIDUAL – DELETE THE PARAGRAPH WHICH DOES NOT APPLY] [OPTION 1 - IF A COMPANY] Service Provider is not an employee, agent or assign of CI for any purposes whatsoever. Accordingly, Service Provider shall be solely responsible for all matters relating to the employment of its personnel including, but not limited to, compliance with all applicable workers’ compensation, unemployment compensation and social security laws and with all withholding and all other federal, state and local laws and regulations governing such matters. CI shall not provide Service Provider or its employees with any insurance or other benefits including, but not limited to, unemployment, medical, dental, worker’s compensation and/or disability insurance. [OPTION 2 - IF AN INDIVIDUAL] Service Provider is performing the Services as an independent contractor of CI and not as an officer, employee, partner, agent or assign of CI for any purposes whatsoever including, but not limited to, federal, state, or local taxes, payroll tax or workers’ compensation coverage. Accordingly, Service Provider has no right or authority to assume or create any obligation of any kind or to make any representation or warranty, whether expressed or implied, on behalf of CI or to bind CI in any respect. In addition, CI shall not withhold or pay federal, state or local income tax, or payroll tax of any kind on behalf of Service Provider, nor shall CI provide Service Provider with any insurance or other benefits including, but not limited to, unemployment, medical, dental, worker’s compensation and/or disability insurance. Service Provider understands that he/she is responsible to pay, according to law, his/her income and all other applicable taxes.
9.
Government Officials and Employees.
a.
Service Provider hereby certifies that no assistance, payments or anything of value (monetary or non-monetary) shall be made, promised, offered to or accepted by any government employee or official
i.
in contravention of any U.S. or other applicable law or regulation including, but not limited to, the U.S. Foreign Corrupt Practices Act;
ii.
without the express consent of the government for which the employee or official works; and
iii.
that is not reasonable, bona fide, and directly related to the activities funded under this Agreement. It is Service Provider’s responsibility to ensure compliance with this clause, and to maintain and provide at CI’s request, documentation demonstrating such compliance.
b.
Service Provider hereby certifies that no payments or other form of assistance shall be made to or accepted by any government employee or official
i.
to influence any official government act or decision;
ii.
to induce any government employee or official to do or omit to do any act in violation of his or her lawful duty; or
iii.
to obtain or retain business for, or direct business to any individual or entity.
c. [DELETE IF SERVICE PROVIDER IS NOT A GOVERNMENT EMPLOYEE OR OFFICIAL]If Service Provider is a government employee or official, Service Provider shall:
i.
Remove him/herself from any governmental act or decision that may affect CI and shall not influence any governmental act or decision that may affect CI. Under no circumstances shall any payments or anything of value be given, made, promised or offered to any U.S. Federal, State or local employee or official or any government employee or official in another jurisdiction.
ii.Make a representation as evidenced in Appendix 4 that entering into this Agreement does not breach any of its existing contractual obligations with the relevant government agency or with any third parties, or other rules or regulations applicable to Service Provider as a government employee/official. Appendix 4 to this Agreement is a letter from the relevant government agency stating that it consents to CI engaging Service Provider to provide the Services and receive the compensation for the Services stipulated under this Agreement.
10.
Confidential Matters and Proprietary Information. During the course of this Agreement, either party may acquire confidential information or trade secrets of the other (“Confidential Information”). Each party agrees to keep all such Confidential Information in a secure place, and further agrees not to publish, communicate, divulge, use, or disclose, directly or indirectly, for his own benefit or for the benefit of another, either during or after performance of this Agreement, any of the Confidential Information, except as may be required by law or this Agreement. Upon termination or expiration of this Agreement, each party shall deliver all Confidential Information produced or acquired during the performance of this Agreement and all copies thereof to the other. This obligation of confidence shall not apply with respect to information that is (a) available to the receiving party from third parties on an unrestricted basis; (b) independently developed by the receiving party; or (c) disclosed by the other party to others on an unrestricted basis.
11.
Intellectual Property [CHOOSE BETWEEN THE FOLLOWING TWO OPTIONS – NOTE THAT THE FIRST OPTION IS RECOMMENDED. DELETE THE PARAGRAPHS WHICH DO NOT APPLY.] [OPTION 1, PREFERRED - CI OWNERSHIP – NO LICENSE TO SERVICE PROVIDER] All work product created, prepared, procured, generated or produced by Service Provider under this Agreement and delivered to CI including, but not limited to, raw or processed data, articles, reports, drawings, computer data bases, and all other memoranda (collectively, “Works”), shall belong solely and exclusively to CI. All Works shall be deemed “works made for hire” within the meaning of U.S. copyright law, and CI shall be deemed the author of the Works. If for any reason, any Work is not deemed a “work made for hire,” or all rights in and to any Work are deemed not to vest in CI, Service Provider hereby irrevocably assigns and transfers
any rights it may retain in and to the Works to CI and waives all its rights, title and interest in and to the Works, including moral rights. Upon CI’s request and at its expense, Service Provider agrees to cooperate with and assist CI in perfecting its rights in and to the Works, including executing appropriate documents.
CI shall have the sole right to copyright the Works. Service Provider hereby grants to CI a nonexclusive, irrevocable royalty-free license to reproduce, translate, publish, use and dispose of, and to authorize others to so do, all copyrighted or copyrightable material not first produced or prepared by Service Provider in the performance of this Agreement, but which is incorporated in the Works, provided that such license shall be only to the extent that the Service Provider now has, or prior to completion of the Agreement may acquire, the right to grant such license without becoming liable to pay compensation to others solely because of such grant. To the extent that the Works contain any material to which Service Provider does not have the right to grant such license, Service Provider will assume responsibility for obtaining all necessary rights for use, reproduction, translation, publication and disposition of that material by CI. [OPTION 2, NOT RECOMMENDED - CI OWNERSHIP – LICENSE TO SERVICE PROVIDER TO USE] All work product created, prepared, procured, generated or produced by Service Provider under this Agreement and delivered to CI including, but not limited to, raw or processed data, articles, reports, drawings, computer data bases, and all other memoranda (collectively, “Works”), shall belong solely and exclusively to CI. CI hereby grants to Service Provider a nonexclusive, revocable, royalty-free license to reproduce, translate, publish and use, and to authorize others to so do, all copyrightable Works first produced or prepared under this Agreement by Service Provider; provided, however, that Service Provider understands and agrees that this license does not include the right to first publication of any Works, which right shall belong solely to CI.
CI shall have the sole right to copyright such Works. Service Provider grants to CI a nonexclusive, irrevocable royalty-free license to reproduce, translate, publish, use and dispose of, and to authorize others to so do, all copyrighted or copyrightable material not first produced or prepared by Service Provider in the performance of this Agreement, but which is incorporated in the Works, provided that such license shall be only to the extent that the Service Provider now has, or prior to completion of the Agreement may acquire, the right to grant such license without becoming liable to pay compensation to others solely because of such grant. To the extent that the Works contain any material to which Service Provider does not have the right to grant such license, Service Provider will assume responsibility for obtaining all necessary rights for use, reproduction, translation, publication and disposition of that material by CI.
12.
Security and Safety. Service Provider agrees that s/he has read, understands and shall comply with any applicable security guidance provided by CI, and acknowledges that s/he shall be solely responsible for Service Provider’s own safety and physical property or equipment during the performance of this Agreement.
13.
Travel. Service Provider shall be solely responsible for any travel arrangements, travel insurance, and all arrangements for visas, passports or immunizations. Service Provider shall adhere to all applicable international, national or local regulations and advisories governing travel, including safety, health and security measures in effect throughout the Term. Where applicable, any individual contractors employed or engaged by
Service Provider, assigned with international travel under the terms of this Agreement or
engaged in a high risk activity, agree to release and to waive any claim against CI as provided in Appendix 3, Release and Waiver.
14.
Choice of Law; Arbitration. This Agreement shall be construed and enforced in accordance with the laws of the District of Columbia, USA, applicable to contracts fully executed and performed therein and without giving effect to its conflict of laws principles. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration before a single arbitrator in Washington, DC, under the rules of the American Arbitration Association in effect at the time of commencement of the arbitration, and the parties agree that judgment upon the award rendered by the arbitrator shall be final, binding and may be entered in any court having jurisdiction thereof.
15.
Compliance with Law; CI Code of Ethics; Sexual Exploitation, Abuse and Harassment (SEAH).
a. Service Provider will perform the Services in compliance with (i) the U.S. Foreign Corrupt Practices Act and Office of Foreign Asset Control regulations, as well as (ii) all laws and regulations of the country in which the Services are performed (including, but not limited to, such relating to bribery, corruption, terrorism financing and equal employment opportunity, as well as all the generally accepted standards applicable to such work), as if such aforementioned laws and regulations directly reached the activities of the Service Provider. Further, Service Provider agrees to perform all Services and to conduct all activities related thereto in accordance with CI’s Code of Ethics, a copy of which is attached hereto as Appendix 2 and incorporated by reference.
b.
Service Provider shall not directly or indirectly condone, encourage, or tolerate participation, or engagement in any conduct substantially equivalent to Sexual Exploitation, Sexual Abuse, and Sexual Harassment (as defined in CI’s Policy on Prevention of Sexual Exploitation, Sexual Abuse, and Sexual Harassment, available at https://www.conservation.org/about/our-policies/prevention-of-sexual-exploitation-sexual-abuse-and-sexual-harassment) in carrying out Services hereunder.
16.
Service Provider’s Anti-Terrorism Representation and Warranty. Service Provider is hereby notified that U.S. Executive Orders and U.S. law prohibit transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. Service Provider, therefore, represents and warrants that Service Provider has not provided, and will take all reasonable steps to ensure that Service Provider does not and will not knowingly provide, material support or resources to any individual or entity that commits, attempts to commit, advocates, facilitates, or participates in terrorist acts, or has committed, attempted to commit, facilitate, or participated in terrorist acts, and is compliant with all other applicable provisions of such U.S. Executive Orders and U.S. law.
16. Counterparts and Facsimile Signatures.
a. Each party agrees that the other party may rely on a facsimile copy of the signature of a duly authorized signatory and that upon the exchange of such facsimile signatures, electronically or otherwise, this Agreement shall be binding between the parties whether or not hard copies of this Agreement are ever exchanged between them.
b.
This Agreement may be signed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument even though all the parties are not signatories to the original or the same counterpart.
17.
Severability. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.
18.
No Third-Party Beneficiaries. Except as expressly set forth herein, neither party intends that this Agreement shall benefit or create any right or cause of action in or on behalf of any person or entity other than the Service Provider and CI.
19. Non-Assignment. This Agreement shall not be transferred or assigned by Service Provider without prior written consent of CI.
20. Waiver. Either party may specifically waive any rights under this Agreement by the other party, but no such waiver shall be deemed effective unless in writing, signed by the waiving party, and specifically designating the rights waived. No waiver shall constitute a continuing waiver of similar or other rights.
21. Entire Agreement; Amendments. This Agreement supersedes all prior oral or written agreements between the parties and constitutes the entire Agreement between the parties. Unless indicated otherwise herein, this Agreement may not be amended, supplemented, or modified in any respect except by written agreement signed by both parties.
22. Notices. Notice under this Agreement shall be deemed to have been sufficiently given either when served personally or when sent by first-class registered mail addressed to the parties at the addresses set forth below. CI shall not be liable for, nor shall Service Provider be liable to perform, services or expenses incurred after the receipt of notice or termination.
If to Service Provider:
Phone:
Email:
If to CI:
Attn:
Conservation International Foundation
2011 Crystal Drive, Suite 600
Arlington, VA 22202
Phone: 703.341.2400
Email :
The authorized representatives of the parties hereto have caused this Agreement to be executed as of the date first written above.
[SERVICE PROVIDER NAME] Conservation International Foundation
__________________________________ ______________________________
[Contractor Name & Title] [Name of CI representative]
[Title] [ SVPs/+ or those designees holding a formal Power of Attorney with signature delegation.]
Date: ______________________________ Date: ______________________________
Appendix 1: Delivery Schedule
Appendix 2: Code of Ethics
Appendix 3: Release, Waiver of Liability and Consent to Medical Treatment [If Applicable] Appendix 4: [GOVT AGENCY] No-Objection Letter
Attachment 5
GUIDELINES Bank Directive
Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants (revised as of July 1, 2016)
Bank Access to Information Policy Designation
Public
Catalogue Number
LEGVP5.09-DIR.117
Issued
July 19, 2016
Effective
July 1, 2016
Content
These Guidelines are designed to prevent and combat Fraud and Corruption (as hereinafter defined) that may occur in connection with
the use of proceeds of financing from the International Bank for Reconstruction and Development (IBRD) or the International Development Association (IDA) during the preparation and/or implementation of projects supported by Investment Project Financing (IPF). They set out the general principles, requirements and sanctions applicable to persons and entities which receive, are responsible for the deposit or transfer of, or take or influence decisions regarding the use of, such proceeds.
Applicable to
IBRD, IDA
Issuer
Senior Vice President and General Counsel, LEGVP
Sponsor
Chief Counsel, LEGO
Attachment 6
On Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants
Dated October 15, 2006 and Revised in January 2011 and as of July 1, 2016
Purpose and General Principles
1.
These Guidelines are designed to prevent and combat Fraud and Corruption (as hereinafter defined) that may occur in connection with the use of proceeds of financing from the International Bank for Reconstruction and Development (IBRD) or the International Development Association (IDA) during the preparation and/or implementation of projects supported by Investment Project Financing (IPF). They set out the general principles, requirements and sanctions applicable to persons and entities which receive, are responsible for the deposit or transfer of, or take or influence decisions regarding the use of, such proceeds.
2.
All persons and entities referred to in paragraph 1 above must observe the highest standard of ethics. Specifically, all such persons and entities must take all appropriate measures to prevent and combat Fraud and Corruption, and refrain from
engaging in, Fraud and Corruption in connection with the use of the proceeds of the IBRD or
IDA financing.
Legal Considerations
3.
The Legal Agreement1 providing for a Loan2 governs the legal relationships between the Borrower3 and the Bank4 with respect to the particular project for which the
1References in these Guidelines to “Legal Agreement” include any Loan Agreement providing for an IBRD loan or Financing Agreement providing for an IDA credit or grant, any Guarantee Agreement providing for a guarantee by the Member Country of such IBRD Loan, any agreement providing for a project preparation advance or Institutional Development Fund (IDF) Grant, Trust Fund Grant or Loan Agreement providing for a recipient-executed trust fund grant or loan in cases where these Guidelines are made applicable to such agreement, and any Project Agreement with a Project Implementing Entity related to any of the above.
2References to “Loan” or “Loans” include IBRD IPF loans as well as IDA IPF credits and grants, project preparation advances, IDF grants and recipient-executed trust fund grants or loans for projects to which these Guidelines are made applicable under the agreement providing for such grant and/or loan. These Guidelines do not apply to (i) Program for Results (PforR) financing or (ii) Development Policy Operations (DPOs), unless the Bank agrees with the Borrower on specified purposes for which Loan proceeds may be used, or (iii) IBRD/IDA guarantee operations.
3References in these Guidelines to the “Borrower” include the borrower of an IBRD loan or the recipient of an IDA credit or grant or of a trust fund grant or loan. In some cases, an IBRD Loan may be made to an entity other than the Member Country. In such cases, references in these Guidelines to “Borrower” include the Member Country as Guarantor of the Loan, unless the context requires otherwise. In some cases, the project, or a part of the project, is carried out by a Project Implementing Entity with which the Bank has entered into a Project Agreement. In such cases, references in these Guidelines to the “Borrower” include the Project Implementing Entity, as defined in the Legal Agreement.
4 References in these Guidelines to the “Bank” include both IBRD and IDA, whether acting in their own capacity or as administrator of trust funds financed by other donors.
Loan is made. The responsibility for the implementation of the project5 under the Legal Agreement, including the use of Loan proceeds, rests with the Borrower. The Bank, for its part, has a fiduciary duty under its Articles of Agreement to “make arrangements to ensure that the proceeds of any loan are used only for the purposes for which the loan was granted, with due attention to considerations of economy and efficiency and without regard to political or other non-economic influences or considerations.” 6 These Guidelines constitute an important element of those arrangements and are made applicable to the preparation and implementation of the project as provided in the Legal Agreement.
Scope of Application
4.
The following provisions of these Guidelines cover Fraud and Corruption that may occur in connection with the use of Loan proceeds during the preparation and implementation of a project financed, in whole or in part, by the Bank. These Guidelines
cover Fraud and Corruption in the direct diversion of Loan proceeds for ineligible
expenditures, as well as Fraud and Corruption engaged in for the purpose of influencing any decision as to the use of Loan proceeds. All such Fraud and Corruption is deemed, for purposes of these Guidelines, to occur in connection with the use of Loan proceeds.
5.
These Guidelines apply to the Borrower and all other persons or entities which either receive Loan proceeds for their own use (e.g., “end users”), persons or entities such as fiscal agents which are responsible for the deposit or transfer of Loan proceeds (whether or not they are beneficiaries of such proceeds), and persons or entities which take or influence decisions regarding the use of Loan proceeds. All such persons and entities are referred to in these Guidelines as “recipients of Loan proceeds”, whether or not they are in physical possession of such proceeds.7
6.
These Guidelines apply to the procurement of goods, works, non-consulting services and consulting services financed (in whole or in part) out of the proceeds of a Loan from the Bank. Additional specific requirements relating to Fraud and Corruption in connection with such procurement are set out in Annex IV of the World Bank Procurement Regulations for Borrowers under Investment Project Financing, dated July 1, 2016, as the same may be amended from time to time.
5 References in these Guidelines to the “project” means the Project as defined in the Legal Agreement.
6 IBRD’s Articles of Agreement, Article III, Section 5(b); IDA’s Articles of Agreement, Article V, Section 1(g).
7 Certain persons or entities may fall under more than one category identified in paragraph 5 of these Guidelines. A financial intermediary, for example, may receive payment for its services, will transfer funds to end users and will make or influence decisions regarding the use of Loan proceeds.
Definitions of Practices Constituting Fraud and Corruption
7.
These Guidelines address the following defined sanctionable practices when engaged in by recipients of Loan proceeds in connection with the use of such proceeds:8
a.
A “corrupt practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.9
b.
A “fraudulent practice” is any act or omission, including a misrepresentation, that knowingly or recklessly10 misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.
c.
A “collusive practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.
d.
A “coercive practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.
e.
An “obstructive practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede a Bank investigation into allegations of a corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of the Bank’s contractual rights of audit or access to information.11
8.
The above practices, as so defined, are referred to collectively and individually in these Guidelines as “Fraud and Corruption”.
Borrower Actions to Prevent and Combat Fraud and Corruption in connection with the Use of Loan Proceeds
9.
In furtherance of the above-stated purpose and general principles, the Borrower will:
8 Unless otherwise specified in the Legal Agreement, whenever these terms are used in the Legal Agreement, including in the applicable General Conditions, they have the meanings set out in paragraph 7 of these Guidelines.
9 Typical examples of corrupt practice include bribery and “kickbacks”.
10 To act “knowingly or recklessly”, the fraudulent actor must either know that the information or impression being conveyed is false, or be recklessly indifferent as to whether it is true or false. Mere inaccuracy in such information or impression, committed through simple negligence, is not enough to constitute fraudulent practice.
11 Such rights include those provided for, inter alia, in paragraph 9(d) of these Guidelines.
a.
take all appropriate measures to prevent Fraud and Corruption in connection with the use of Loan proceeds, including (but not limited to) (i) adopting appropriate fiduciary and administrative practices and institutional arrangements to ensure that the proceeds of the Loan are used only for the purposes for which the Loan was granted, and (ii) ensuring that all of its representatives12 involved with the project, and all recipients of Loan proceeds with which it enters into an agreement related to the Project, receive a copy of these Guidelines and are made aware of its contents;
b.
immediately report to the Bank any allegations of Fraud and Corruption in connection with the use of Loan proceeds that come to its attention;
c.
if the Bank determines that any person or entity referred to in (a) above has engaged in Fraud and Corruption in connection with the use of Loan
proceeds, take timely and appropriate action, satisfactory to the Bank, to address
such practices when they occur;
d.
include such provisions in its agreements with each recipient of Loan proceeds as the Bank may require to give full effect to these Guidelines, including (but not limited to) provisions (i) requiring such recipient to abide by paragraph 10 below; (ii) requiring such recipient to permit the Bank to inspect all accounts, records and other documents relating to the project required to be maintained pursuant to the Legal Agreement, and to have them audited by, or on behalf of, the Bank; (iii) providing for the early termination or suspension by the Borrower of the agreement if such recipient is declared ineligible by the Bank under paragraph 11 below; and (iv) requiring restitution by such recipient of any amount of the loan with respect to which Fraud and Corruption has occurred;
e.
cooperate fully with representatives of the Bank in any investigation into allegations of Fraud and Corruption in connection with the use of Loan proceeds; and
f.
in the event that the Bank declares any recipient of Loan pro

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