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OFFICIAL USESection 1.2. – Instructions to Consultants and Data SheetSubmission Requirements: In order to determine the capability and experience ofConsultants seeking to be selected, the consultant shall submit a Response in accordancewith the CPD.[Insert Web – link to relevant CPD]Important Notes:1. The selection will normally be made from the Proposals received in response to thisnotification only, on the basis of the selection criteria set out in the CPD. The highestranked Consultant will be selected and be invited to negotiate the contract, subject toavailability of funding.2. Any updates of and clarifications on this procurement notice and/or the CPD shall beannounced as updates on this notice, without any other notification. In the event of changesto the CPD, consultants will need to download the updated version of the CPD. Consultantsare required to periodically check the notice for updates. Failure to take the updates intoaccount while preparing the Proposal may result in disqualification or penalties to thescores in the evaluation.13 P a g eOFFICIAL USE

OFFICIAL USESection 1.2 – Instruction to ConsultantsSection 1.1. Letter of Invitation –Single Stage Open Competitive Selection – Request for ProposalsTCRS ID 8218/45106 – Assistance to the Project Implementation Unit andSupervision ServicesDear Sir or Madam,JSC Serbia Voz (the “Client” or the “Company”) has been allocated grant funds (the “Grant”)from the EBRD Shareholder Special Fund which are administered by the Bank and executedby the Client. The Client intends to apply the funds to eligible payments under the contract forwhich this Request for Proposals is issued.Payments by the Bank will be made only at the request of the Client and upon approval by theBank, and will be subject, in all respects, to the terms and conditions of the grant] agreement.The grant agreement prohibits a withdrawal from the grant account for the purpose of anypayment to persons or entities, or for any import of goods, if such payment or import, to theknowledge of the Bank, is prohibited by a decision of the United Nations Security counciltaken under Chapter VII of the Charter of the United Nations. No party other than the Clientshall derive any rights from the grant agreement or have any claims to the proceeds of thegrant.1. The Client now invites proposals to provide the following consulting services (hereinaftercalled “Services”): Assistance to the Project Implementation Unit. More details on theServices are provided in the Terms of Reference (Section 2.1).2. A firm will be selected under QCBS procedures and in a Full Technical Proposal (FTP)format as described in this RFP, in accordance with the policies of the European Bank forReconstruction and Development detailed in the EBRD Procurement Policies and Rules(“PP&R”) and the Guidelines for Clients Managing Donor or Loan Funded ConsultancyAssignments (“Guidelines”) which can be found at the following website: www.ebrd.com.3. The RFP includes the following documents:Section 1.1 - Letter of InvitationSection 1.2 - Instructions to Consultants and Data Sheet (Section B. "Expressions ofInterest" will not be applicable to this selection.)Section 1.3 – Evaluation CriteriaSection 1.4 - Technical Proposal (FTP)- Standard FormsSection 1.5 - Financial Proposal - Standard FormsSection 2.1 - Terms of ReferenceOFFICIAL USE

OFFICIAL USESection 1.2. – Instructions to Consultants and Data SheetSection 3.1 - Standard Forms of Contract4. Details on the proposal’s submission date, time and address are provided in Clauses 25.8and 25.10 of the ITC.Yours sincerely,Masan Radojevic15 P a g eOFFICIAL USE

OFFICIAL USESection 1.2 – Instruction to ConsultantsSection 1.2. Instructions to Consultants and Data SheetA. General Provisions1. Definitions(i) “Affiliate(s)” means an individual or an entity that directlyor indirectly controls, is controlled by, or is under commoncontrol with the Consultant.(ii) “Applicable Guidelines” means the policies of theEuropean Bank for Reconstruction and Developmentgoverning the selection and Contract award process as setforth in this CPD.(iii)“Applicable Law” means the laws and any otherinstruments having the force of law in the Client’s country,or in such other country as may be specified in the DataSheet, as they may be issued and in force from time totime.(iv)“Bank” or “EBRD” means the European Bank forReconstruction and Development.(v) "Bank Assets" means any property or asset owned oradministered by the Bank, including the Bank’s name,intellectual property and registered service marks.(vi)"Bank Resources" means the Bank’s ordinarycapital resources, Special Funds resources, and/orcooperation funds or trust funds administered by the Bank.(vii)“Recipient” means the Government, Governmentagency or other entity that signs the loan, grant, financingor project agreement with the Bank.(viii)“Client” means the executing agency that signs theContract for the Services with the selected Consultant.(ix) “Consultant” means a legally-established professionalconsulting firm or an entity that may provide or providesthe Services to the Client under the Contract.(x) “Contract” means a legally binding written agreementsigned between the Client and the Consultant and includesall the attached documents listed in its Contract Form (theGeneral Conditions of Contract (“GCC”), the SpecialConditions of Contract (“SCC”), and the Appendices).(xi)“CPD”meansOFFICIAL USEtheConsultancyProcurement

OFFICIAL USESection 1.2. – Instructions to Consultants and Data SheetDocument to be prepared by the Client for the selection ofConsultants, based on the SCPD.(xii)“SCPD” means the Standard ConsultancyProcurement Document, which must be used by the Clientas the basis for the preparation of the CPD.a.(xiii)“Data Sheet” means an integral part of the CPD thatis used to reflect specific country and assignmentconditions to supplement, but not to over-write, theprovisions of the ITC.(xiv)“Day” means a calendar day.(xv)"Donor" means the provider of the Grant funds asspecified in the Data Sheet.(xvi)“Electronic Procurement Platform” in thesedocuments refers to the EBRD Client e-Procurement Portal(ECEPP) provided by the EBRD for use of its clients (orany replacement thereof).(xvii)“EoI” means an Expression of Interest, by whichconsultants express their interest to be shortlisted to beinvited to submit a proposal for performing the Services.(xviii)“Experts” means, collectively, Key Experts, NonKey Experts, or any other personnel of the Consultant, Subconsultant or Joint Venture member(s).(xix)“Government” means the government of theClient’s country.(xx)"Grant" means the amount of funds to be madeavailable by the Donor to the Bank, as administrator, for thepurposes of financing the Contract.(xxi)"Invitation" means either a Request for Proposals ora request to submit Expressions of Interest, as the case maybe.(xxii)"Joint Venture, Consortium or Association(“JVCA”)” means an association with or without a legalpersonality distinct from that of its members, of more thanone Consultant where one member has the authority toconduct all business for and on behalf of any and all themembers of the JVCA, and where the members of the17 P a g eOFFICIAL USE

OFFICIAL USESection 1.2 – Instruction to ConsultantsJVCA are jointly and severally liable to the Client for theperformance of the Contract.(xxiii)“Key Expert(s)” means an individual professionalwhose skills, qualifications, knowledge and experience arecritical to the performance of the Services under theContract and whose CV is taken into account in thetechnical evaluation of the Consultant’s proposal.(xxiv)“ITC” means the Instructions to Consultants thatprovides the Consultants with all information needed toprepare their Responses.(xxv)“LOI” means the Letter of Invitation issued by theClient to the Consultants.(xxvi)"Mutual Enforcement Institution" meansaninternational organisation that has entered into anagreement with the Bank, pursuant to which such institutionand the Bank agree to the mutual enforcement of debarmentdecisions made by each other, provided that such otherinstitution has given notice to the Bank that it has fulfilledall requirements for the implementation of such agreementand has not subsequently withdrawn from such agreement.(xxvii)“Non-Key Expert(s)” means an individualprofessional provided by the Consultant or its Subconsultant and who is assigned to perform the Services orany part thereof under the Contract and whose CVs are notevaluated individually.(xxviii)"Notice" is the procurement notice published on theEBRD’s website and other channels, if applicable, whichinvites consultants to submit Expressions of Interest orProposals, as the case may be.(xxix)“Proposal” means the Technical Proposal with, orwithout a Financial Proposal of the Consultant, as the casemight be.(xxx)"Response" means Expression of Interest orProposal, as the case may be.(xxxi)“Services” means the work to be performed by theConsultant pursuant to the Contract.(xxxii)“Sub-consultant” means an entity to whom theConsultant intends to subcontract any part of the Serviceswhile remaining responsible to the Client during theOFFICIAL USE

OFFICIAL USESection 1.2. – Instructions to Consultants and Data Sheetperformance of the Contract.(xxxiii) “TORs” means the Terms of Reference that explainthe objectives, scope of work, activities, tasks to beperformed, respective responsibilities of the Client and theConsultant, and expected results and deliverables of theassignment.2. Introduction2.1. The Client named in the Data Sheet intends to select aConsultant from the Consultants responding to this CPD, inaccordance with the method of selection specified in the DataSheet.2.2. The Consultants are invited to submit a Response, which mayconsist of one of the following: an Expression of Interest, aTechnical Proposal only ; or a Technical Proposal and a FinancialProposal, , as specified in the Data Sheet, for consulting servicesrequired for the assignment named in the Data Sheet. TheResponse will be the basis for negotiating and ultimately signingthe Contract with the selected Consultant.2.3. The Consultants should familiarize themselves with the localconditions and take them into account in preparing theirResponses, including attending a pre-response conference if one isspecified in the Data Sheet. Attending any such pre-responseconference is optional and is at the Consultants’ expense.2.4. The Client will provide in good time, at no cost to theConsultants, the inputs, relevant project data, and reports requiredfor the preparation of the Consultant’s Response as specified inthe Data Sheet.3. Conflict of Interest3.1. The Consultant is required to provide professional, objective,and impartial advice, at all times holding the Client’s interestsparamount, strictly avoiding conflicts with other assignments or itsown corporate interests, and acting without any consideration forfuture work.3.2. The Consultant has an obligation to disclose to the Client anysituation of actual or potential conflict that impacts its capacity toserve the best interest of its Client. Failure to disclose suchsituations may lead to the disqualification of the Consultant or thetermination of its Contract by the Client, and/or sanctions by theBank.3.2.1. Without limitation on the generality of the foregoing,and unless stated otherwise in the Data Sheet, the Consultant19 P a g eOFFICIAL USE

OFFICIAL USESection 1.2 – Instruction to Consultantsshall not be contracted under the circumstances set forthbelow:a. Conflictingactivities(i)Conflict between consulting activities and procurementof goods, works or non-consulting services: a firm thathas been engaged by the Client to provide goods, works,or non-consulting services for a project, or any of itsAffiliates, shall be disqualified from providingconsulting services resulting from or directly related tothose goods, works, or non-consulting services.Conversely, a firm hired to provide consulting servicesfor the preparation or implementation of a project, orany of its Affiliates, shall be disqualified fromsubsequently providing goods or works or nonconsulting services resulting from or directly related tothe consulting services for such preparation orimplementation.b. Conflictingassignments(ii)Conflict among consulting assignments: a Consultant(including its Experts and Sub-consultants) or any of itsAffiliates shall not be contracted for any assignmentthat, by its nature, may be in conflict with anotherassignment of the Consultant for the same or for anotherClient.c. Conflictingrelationships(iii) Relationship with the Client’s staff: a Consultant(including its Experts and Sub-consultants) that has aclose business or family relationship with a professionalstaff of the Recipient, or the Client or of a recipient of apart of the loan or grant who are directly or indirectlyinvolved in any part of (i) the preparation of the Termsof Reference for the assignment, (ii) the selectionprocess for the Contract, or (iii) the supervision of theContract, may not be awarded a Contract, unless theconflict stemming from this relationship has beenresolved in a manner acceptable to the Bank throughoutthe selection process and the execution of the Contract.(iv) Relationship with the Client: a Consultant cannot be anaffiliate of the Client unless it can be demonstrated thatthere is not a significant degree of common ownership,influence or control between the Client and theConsultant and that the Consultant would not be placedin a position where its judgement in the execution of theassignment may be biased.(v)Any other types ofconflicting relationships as indicated in the Data Sheet.4. Unfair4.1. Fairness and transparency in the selection process require thatOFFICIAL USE

OFFICIAL USESection 1.2. – Instructions to Consultants and Data SheetCompetitiveAdvantagethe Consultants or their Affiliates competing for a specificassignment do not derive a competitive advantage from havingprovided consulting services related to the assignment in question.To that end, the Client shall indicate in the Data Sheet and makeavailable to all Consultants together with this CPD all informationthat would in that respect give such Consultant any unfaircompetitive advantage over competing Consultants.5. ProhibitedPractices5.1. The Bank requires that beneficiaries of Bank financing, aswell as tenderers, suppliers, sub-suppliers, contractors,subcontractors, concessionaires, consultants and sub-consultantsunder Bank financed contracts, observe the highest standard ofethics during the procurement and execution of such contracts.(a)For the purposes of this provision, Prohibited Practices aredefined as one or more of the following:(i)a "Coercive Practice" which means impairing orharming, or threatening to impair or harm, directly orindirectly, any party or the property of the party toinfluence improperly the actions of a party;(ii)a "Collusive Practice" which means an arrangementbetween two or more parties designed to achieve animproper purpose, including to influence improperly theactions of another party;(iii) a "Corrupt Practice" which means the offering, giving,receiving or soliciting, directly or indirectly, of anythingof value to influence improperly the actions of anotherparty;(iv) a "Fraudulent Practice" which means any act oromission, including a misrepresentation, that knowinglyor recklessly misleads, or attempts to mislead, a party toobtain a financial or other benefit or to avoid anobligation;(v)a "Misuse of the Bank’s Resources or Bank Assets "which means improper use of the Bank’s Resources,committed either intentionally or through recklessdisregard;(vi) an "Obstructive Practice" which means (1) destroying,falsifying, altering or concealing of evidence material toa Bank investigation, which impedes the Bank’sinvestigation; (2) making false statements toinvestigators in order to materially impede a Bankinvestigation into allegations of a Prohibited Practice;21 P a g eOFFICIAL USE

OFFICIAL USESection 1.2 – Instruction to Consultants(3) failing to comply with requests to provideinformation, documents or records in connection with aBank investigation; (4) threatening, harassing orintimidating any party to prevent it from disclosing itsknowledge of matters relevant to a Bank investigation orfrom pursuing the investigation; or (5) materiallyimpeding the exercise of the Bank’s contractual rights ofaudit or inspection or access to information; and(vii) a "Theft" which means the misappropriation of propertybelonging to another party.(b)The Bank will not provide a no-objection to a proposal foraward of the Contract if it determines that the tenderer, supplier,sub-supplier, contractor, subcontractor,concessionaire orconsultant or sub-consultant recommended for award has engagedin Prohibited Practices in competing for the contract in question;(c)The Bank will cancel the portion of the Bank financingallocated to a contract for goods, works, services or concessions ifit at any time determines that Prohibited Practices were engaged inby representatives of the Recipient during the procurement or theexecution of that contract, without the Recipient having takentimely and appropriate action satisfactory to the Bank to remedythe situation;(d)The Bank may declare a firm ineligible, either indefinitelyor for a stated period of time, to be awarded a Bank-financedcontract if it at any time determines that the firm has engaged inProhibited Practices in competing for, or in executing, a Bankfinanced contract;(e)The Bank reserves the right, where a Recipient or aConsultant has been found by the final judgement of a judicialprocess in a member country of the Bank or by the enforcement(or similar) mechanism of another international organisation,including Mutual Enforcement Institutions to have engaged inProhibited Practices.(i) to cancel all or part of the Bank financing for suchBorrower or beneficiary; and(ii) to declare that such a firm is ineligible, either indefinitelyor for a stated period of time, to be awarded a Bankfinanced contract.5.2. The Client will have the right to require

5. Form TECH-4 (STP): Description of Approach, Methodology and Work Plan for Responding to the Terms of Reference 6. Form TECH-5 (FTP/STP): Work Schedule and Planning for Deliverables 7. Form TECH-6 (FTP/STP): Team Composition, Assignment and Key Experts' Time Input; and CV Form Section 1.5. Financial Proposal - Standard Forms 1.