Section 1 - FORM OF CONTRACT
CONTRACT FOR: Evaluation of Impacts of Samridhi Fund Investments PURCHASE ORDER NUMBER: PO 6282
THIS CONTRACT is made
BETWEEN: The Secretary of State for International Development at the Department for International Development, B-28 Tara Crescent, Qutab Institutional Area, New Delhi 110016, INDIA ("DFID");
AND: Oxford Policy Management (OPM) whose principal place of business, or, where the Supplier is a company, whose registered office is situated at 6 St. Aldates Courtyard, 38 St. Aldates, Oxford OX1 1BN.
(together "the Parties").
A. DFID requires the Supplier to provide services as defined in Section 3 (“The Services”) to DFID India (“The Recipient”); and
B. the Supplier has agreed to provide the Services on the terms and conditions set out in this Contract.
IT IS HEREBY AGREED as follows:
This Contract shall be comprised of the following documents:
Section 1 Form of Contract
Section 2 General Conditions
Section 3 Terms of Reference
Section 4 Special Conditions
Section 5 Schedule of Prices
This Contract constitutes the entire agreement between the Parties in respect of the Suppliers obligations and supersedes all previous communications between the Parties, other than as expressly provided for in Section 3 and/or Section 4.
2. Contract Signature
If the Original Form of Contract is not returned to the Contract Officer (as identified in Section 4) duly completed, signed and dated on behalf of the Supplier within 30 days of the date of signature on behalf of DFID, DFID will be entitled, at its sole discretion, to declare this Contract void.
No payment will be made to the Supplier under this Contract until a copy of the Form of Contract, signed on behalf of the Supplier, is returned to the Contract Officer.
3. Commencement and Duration of the Services
The Supplier shall start the Services on 24 February 2014 ("the Start Date") and shall complete them by 27 February 2021 ("the End Date") unless this Contract is terminated earlier in accordance with its terms and conditions.
4. Financial Limit
Payments under this Contract shall not, in any circumstances, exceed £999,181 (Pound Nine Hundred Ninety Nine Thousand One Hundred Eighty One Only) exclusive of any government tax, if applicable ("the Financial Limit");
5. Time of the Essence
Time shall be of the essence as regards the performance by the Supplier of its obligations under this Contract.
For and on behalf of Name:
The Secretary of State for
International Development Position: Senior Procurement Specialist Signature:
Date: 19 Feb. 14
For and on behalf of Name:
Oxford Policy Management (OPM)
Position: Signature: Date:
6. DFID Data
Section 2 - GENERAL CONDITIONS CONTENTS
7. Protection of Personal Data
8. Freedom of Information
11. Security Requirements
12. Malicious Software
13. Disclosure of Information
14. Intellectual Property Rights
15. Official Secrets Acts
16. Access and Audit
17. Corruption, Commission, Discounts and Fraud
18. Conflict of Interest
20. Environmental Requirements
24. Use of and Responsibility for Equipment
25. Applicable Provisions and Financial Limit
28. Invoicing Instructions
30. Force Majeure
31. Suspension or Termination without Default of the Supplier
32. Suspension or Termination with Default of the Supplier
35. Limit of Liability
36. Retention of Rights
37. Law and Jurisdiction
38. Amicable Settlement
39. Transparency of UK Government Spend
40. UK Income Tax and National Insurance Contributions
DEFINITIONS AND INTERPRETATION
“Commercially Sensitive Information” the information listed in Section 4 comprising the information of a commercially sensitive nature relating to the Supplier, its intellectual property rights or its business of which the Supplier has indicated to DFID that, if disclosed by DFID, would cause the Supplier significant commercial disadvantage of material financial loss;
“Confidential Information” means all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel and suppliers of either party, including all intellectual property rights, together with all information derived from any of the above, and any other information clearly being designated as being confidential (whether or not it is marked “confidential”) or which ought reasonably be considered to be confidential;
"the Supplier" means the person(s), partnership(s) or company(ies) with whom this Contract is placed.
"the Supplier's Personnel" means any person instructed pursuant to this Contract to undertake any of the Supplier's obligations under this Contract, including the Supplier's employees, agents and sub- contractors.
"the Contract Officer" means the person named in Section 4 who is responsible for all contractual aspects of the Contract.
“Contracting Authority” any contracting authority as defined in Regulation 5(2) of the Public Contracts (Works, Services and Supply) (Amendment) Regulations other than DFID;
“Crown Body” any department, office or agency of the Crown;
“Data Controller” shall have the same meanings as set out in the Data Protection Act 1998;
“DFID Data” means (a) the data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media, and which are: (i) supplied to the Supplier by or on behalf of DFID; or (ii) which the Supplier is required to generate, process, store or transmit pursuant to this Agreement; or (b) any Personal Data for which DFID is the Data Controller;
“Data Processor” shall have the same meaning as set out in the Data Protection Act 1998;
“Data Protection Legislation” means the Data Protection Act 1998 and all other applicable laws and regulations relating to the processing of personal data and privacy, including without limitation, the guidance and codes of practice issued by the Information Commissioner;
“Data Subject” shall have the same meaning as set out in the Data Protection Act 1998;
“Environmental Information Regulations” means the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issues by the Information Commissioner or relevant Government Department in relation to such regulations;
"the Equipment" means any equipment, computer hardware or software, materials, goods and vehicles and associated services necessarily required for the implementation of the Services, which the Supplier cannot reasonably be expected to provide, which are financed or provided by DFID for use by the Supplier.
"the Financial Limit" means the amount specified in Section 1 and is the maximum amount payable by DFID under this Contract.
“FOIA” means the Freedom of Information Act 2000 and any subordinate legislation made under this Act from time to time, together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government Department in relation to such legislation;
“Information” has the meaning given under Section 84 of the Freedom of Information Act 2000;
“Law” means any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any Regulatory Body, delegated or subordinate legislation or notice of any Regulatory Body;
“Personal Data” shall have the same meaning as set out in the Data Protection Act 1998;
“Process” has the meaning given to it under the Data Protection Legislation but, for the purposes of this Contract, it shall include both manual and automatic processing;
"the Project Officer" means the person named in Section 4 who is responsible for issuing instructions and dealing with all correspondence in connection with the technical aspects of the Contract;
“Regulatory Bodies” means those government departments, regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in this Contract or any other affairs of DFID and “Regulatory Body” shall be construed accordingly;
“Request for Information” a request for information or an apparent request under the FOIA, the Environmental Information Regulations and associated codes of practice;
“the Security Policy” means DFID’s security policy, which can be accessed on DFID’s website at http://www.dfid.gov.uk/work-with-us/procurement/dfid-information-security-policy-for- contractorsconsultants/ or as notified to the Supplier from time to time;
"the Services" means the services set out in the Terms of Reference (Section 3).
2.1 In the event of any inconsistency between the Form of Contract (Section 1), these General Conditions (Section 2) and the Special Conditions (Section 4), the Special Conditions shall prevail.
2.2 Except as expressly provided in Clause 23 the Supplier is not the agent of DFID and has no authority to represent and shall not purport to represent or enter into any commitments on behalf of DFID in any respect.
2.3 Nothing in this Contract is intended to make nor shall it make DFID the employer of the Supplier or any of the Supplier’s Personnel.
2.4 All communications by the Supplier relating to notifications or applications for consents or instructions must be addressed to the DFID Contract Officer whose name and address are given in Section 4.
OBLIGATIONS OF THE SUPPLIER
3.1 The Supplier shall perform all its obligations under this Contract (including the provision of the Services) with all necessary skill, diligence, efficiency and economy to satisfy generally accepted professional standards expected from experts.
3.2 If the Supplier is a joint venture then each of the joint venture parties shall have joint and several liability in respect of the Supplier's obligations under this Contract.
4.1 All members of the Supplier's Personnel shall be appropriately qualified, experienced and in a suitable physical condition so as to ensure that the Supplier complies with all the Supplier's obligations under this Contract.
4.2 No changes or substitutions may be made to members of the Supplier's Personnel identified as key personnel in Section 4 of this Contract without DFID's prior written consent.
4.3 If DFID considers any member of the Supplier's Personnel unsuitable, the Supplier shall substitute such member as quickly as reasonably possible without direct or indirect charge to DFID with a replacement acceptable to DFID.
4.4 The Supplier is responsible for all acts and omissions of the Supplier’s Personnel and for the health, safety and security of such persons and their property. The provision of information by DFID shall not in any respect relieve the Supplier from responsibility for its obligations under this Contract. Positive evaluation of proposals and award of this Contract (or any subsequent Contract Amendments) is not an endorsement by DFID of the Supplier’s security arrangements.
4.5 The Supplier shall comply with the Staff Vetting Procedures in respect of all Supplier’s Personnel employed or engaged in the provision of the Services. The Supplier confirms that all Supplier’s Personnel employed or engaged by the Supplier by the agreed start date of this contract were vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures, as provided within DFID’s Security Policy.
4.6 The Supplier shall provide training on a continuing basis for all Supplier Personnel employed or engaged in the provision of the Services in compliance with the Security Policy and the Security Plan.
5. Sub Contractors
5.1 The Supplier shall not sub-contract any of its obligations under this Contract without the prior written consent of DFID.
5.2 If, having obtained DFID's consent, the Supplier sub-contracts any of its obligations, the sub- contract shall:-
(a) provide that payments due to the sub-contractor shall be made not more than 30 days after provision to the Supplier of a valid invoice; and
(b) include rights for the Supplier and obligations on the sub-contractor to ensure that DFID's rights to require replacement of personnel (as set out in Clause 4.3) and DFID's rights and the Supplier's obligations (as detailed within this contract) can be enforced against the sub-contractor.
6. DFID Data
6.1 The Supplier shall not delete or remove any proprietary notices contained within or relating to DFID Data.
6.2 The Supplier shall not store, copy, disclose, or use DFID Data except as necessary for the performance by the Supplier of its obligations under this Contract or as otherwise expressly authorised in writing by DFID.
6.3 To the extent that DFID Data is held and/or processed by the Supplier, the Supplier shall supply that DFID Data to DFID as requested by DFID in the format(s) specified by DFID.
6.4 Upon receipt or creation by the Supplier of any DFID Data and during any collection, processing, storage and transmission by the Supplier of any DFID Data, the Supplier shall take responsibility for preserving the integrity of DFID Data and preventing the corruption or loss of DFID Data.
6.5 The Supplier shall perform secure back-ups of all DFID Data and shall ensure that up-to-date back-ups are stored off-site in accordance with the Security Policy. The Supplier shall ensure that such back-ups are available to DFID at all times upon request, with delivery times as specified by DFID.
6.6 The Supplier shall ensure that the system on which the Supplier holds any DFID Data, including back-up data, is a secure system that complies with the Security Policy.
6.7 If DFID Data is corrupted, lost or sufficiently degraded as a result of the Supplier’s Default so as to be unusable, DFID may:
6.7.1 require the Supplier (at the Supplier’s expense) to restore or procure the restoration of DFID Data to the extent and in accordance with the Business Continuity and Disaster Recovery Provisions specified in the Security Policy and the Supplier shall do so as soon as practicable but not later than three days following written request from DFID; and/or
6.7.2 itself restore or procure the restoration of DFID Data, and shall be repaid by the Supplier any reasonable expenses incurred in doing so to the extent and in accordance with the requirements specified in the Business Continuity and Disaster Recovery Provisions specified in the Security Policy.
6.8 If at any time the Supplier suspects or has reason to believe that DFID Data has or may become corrupted, lost or sufficiently degraded in any way for any reason, then the Supplier shall notify DFID immediately and inform DFID of the remedial action the Supplier proposes to take.
7. Protection of Personal Data
7.1 With respect to the parties' rights and obligations under this Contract, the parties agree that DFID is the Data Controller and that the Supplier is the Data Processor.
7.2 The Supplier shall:
7.2.1 process the Personal Data only in accordance with instructions from DFID (which may be specific instructions or instructions of a general nature as set out in this Contract or as otherwise notified by DFID to the Supplier during the Term);
7.2.2 process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by Law or any Regulatory Body;
7.2.3 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;
7.2.4 take reasonable steps to ensure the reliability of any Supplier’s Personnel who have access to the Personal Data;
7.2.5 obtain prior written consent from DFID in order to transfer the Personal Data to any Sub- contractors or Affiliates for the provision of the Services;
7.2.6 ensure that all Supplier’s Personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause 7;
7.2.7 ensure that none of Supplier’s Personnel publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by DFID;
7.2.8 notify DFID (within two Working Days) if it receives:
126.96.36.199 a request from a Data Subject to have access to that person's Personal Data; or
188.8.131.52 a complaint or request relating to DFID’s obligations under the Data Protection Legislation;
7.2.9 provide DFID with full cooperation and assistance in relation to any complaint or request made, including by:
184.108.40.206 providing DFID with full details of the complaint or request;
220.127.116.11 complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with DFID’s instructions;
18.104.22.168 providing DFID with any Personal Data it holds in relation to a Data Subject (within the timescales required by DFID); and
22.214.171.124 providing DFID with any information requested by DFID;
7.2.10 permit DFID or its representatives (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit, in accordance with clause 16 (Access and Audit), Supplier’s data processing activities (and/or those of its agents, subsidiaries and Sub-contractors) and comply with all reasonable requests or directions by DFID to enable DFID to verify and/or procure that the Supplier is in full compliance with its obligations under this Contract;
7.2.11 provide a written description of the technical and organisational methods employed by the Supplier for processing Personal Data (within the timescales required by DFID); and
7.2.12 not Process Personal Data outside the United Kingdom without the prior written consent of DFID and, where DFID consents to a transfer, to comply with:
126.96.36.199 the obligations of a Data Controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing an adequate level of protection to any Personal Data that is transferred; and
188.8.131.52 any reasonable instructions notified to it by DFID.
7.3 The Supplier shall comply at all times with the Data Protection Legislation and shall not perform its obligations under this Contract in such a way as to cause DFID to breach any of its applicable obligations under the Data Protection Legislation.
8. Freedom of Information
8.1 The Supplier acknowledges that DFID is subject to the requirements of the FOIA, the Environmental Information Regulations and associated codes of practice shall assist and cooperate with DFID to enable DFID to comply with its Information disclosure obligations.
8.2 The Supplier shall and shall ensure that its Sub-contractors shall:
8.2.1 transfer to DFID all Requests for Information that it receives as soon as practicable and in any event within two Working Days of receiving a Request for Information;
8.2.2 provide DFID with a copy of all Information in its possession, or power in the form that DFID requires within five Working Days (or such other period as DFID may specify) of DFID’s request; and
8.2.3 provide all necessary assistance as reasonably requested by DFID to enable DFID to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations.
8.3 DFID shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Contract or any other agreement whether the Commercially Sensitive Information and/or any other Information is exempt from disclosure in accordance with the provisions of the FOIA, the Environmental Information Regulations and associated codes of practice.
8.4 In no event shall the Supplier respond directly to a Request for Information unless expressly authorised to do so by DFID.
8.5 The Supplier acknowledges that (notwithstanding the provisions of Clause 8) DFID may, acting in accordance with the Department of Constitutional Affairs’ Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Act 2000 (“the Code”), be obliged under the FOIA, or the Environmental Information Regulations to disclose information concerning the Contractor or the Services:
8.5.1 in certain circumstances without consulting the Supplier; or
8.5.2 following consultation with the Contractor and having taken their views into account;
provided always that where 8.5.1 applies DFID shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Supplier advanced notice, or failing that, to draw the disclosure to the Supplier’s attention after any such disclosure.
8.6 The Supplier shall ensure that all Information is retained for disclosure in accordance with clauses 8.7 and 8.8 and shall permit DFID to inspect such records as requested from time to time.
8.7 The Supplier shall, during this Contract and for a period of at least seven years following the expiry or termination of this Contract, retain and maintain all Information:
8.7.1 in accordance with the requirements of the Public Records Office and in accordance with the exercise of the degree of care that would be expected from a leading company within the relevant industry or business sector;
8.7.2 in chronological order;
8.7.3 in a form that is capable of audit;
8.7.4 at its own expense.
8.8 Wherever practical, original Information shall be retained and maintained in hard copy form.
8.9 The Supplier acknowledges that any Commercially Sensitive Information noted within this contract is of indicative value only and that DFID may be obliged to disclose it in accordance with clause 8.5.
9.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall:
9.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and
9.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent.
9.2 Clause 9.1 shall not apply to the extent that:
9.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, the Environmental Information Regulations and associated codes of practice pursuant to clause 42 (Freedom of Information);
9.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner;
9.2.3 such information was obtained from a third party without obligation of confidentiality;
9.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or
9.2.5 it is independently developed without access to the other party's Confidential Information.
9.3 The Supplier may only disclose DFID’s Confidential Information to the Supplier’s Personnel who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Supplier’s Personnel are aware of and shall comply with these obligations as to confidentiality.
9.4 The Supplier shall not, and shall procure that the Supplier’s Personnel do not, use any of DFID’s Confidential Information received otherwise than for the purposes of this Contract.
9.5 At the written request of DFID, the Supplier shall procure that those members of the Supplier’s Personnel identified in DFID’s notice signs a confidentiality undertaking prior to commencing any work in accordance with this Contract.
9.6 Nothing in this Contract shall prevent DFID from disclosing the Supplier’s Confidential Information:
9.6.1 to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority;
9.6.2 to any person conducting an Office of Government Commerce gateway review;
9.6.3 for the purpose of the examination and certification of DFID’s accounts; or
9.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which DFID has used its resources.
9.7 DFID shall use all reasonable endeavours to ensure that any government department, Contracting Authority, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 9.6 is made aware of DFID’s obligations of confidentiality.
9.8 Nothing in this clause 9 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of IPR.
10.1 The Supplier warrants, represents and undertakes for the duration of the Term that:
10.1.1 all personnel used to provide the Services will be vetted in accordance with Good Industry Practice and the Security Policy;
10.1.2 it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Supplier’s obligations under this Contract;
10.1.3 it has and will continue to have all necessary rights in and to the Supplier’s Software or the Third Party Software and/or the Supplier’s Background IPRs, or any other materials made available by the Supplier and/or the Sub-contractors to DFID necessary to perform the Supplier’s obligations under this Contract;
10.1.4 in performing its obligations under this Contract, all Software used by or on behalf of the Supplier will:
10.1.4.1 be currently supported versions of that Software; and
10.1.4.2 perform in all material respects in accordance with its specification,
10.1.5 as at the agreed Contract start date all statements and representations in the Supplier’s response to the ITT and any follow up information provided by the Supplier are to the best of its knowledge, information and belief, true and accurate and that it will advise DFID of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;
10.1.6 as detailed in this contract or at the request of DFID, the Supplier will provide a Business Process Manual and supporting documentation containing all necessary information and explanation required for the purpose of executing the Exit Plan and for suitably qualified employees of DFID or of the Replacement Contractor to be able to use the Software and receive the Services and to perform the Replacement Services on termination or expiry; and
10.1.7 the Supplier’s system and assets used in the performance of the Services:
10.1.7.1 will be free of all encumbrances [any exceptions must be agreed in writing with DFID]
10.1.7.2 will be Date Compliant; and
10.1.7.3 will be Euro Compliant.
10.1.8 it shall at all times comply with Law in carrying out its obligations under this Contract.
11. Security Requirements
11.1 The Supplier shall comply, and shall procure the compliance of the Suppliers Personnel, with the Security Policy and the Security Plan and the Supplier shall ensure that the Security Plan produced by the Supplier fully complies with the Security Policy.
11.2 DFID’s Security Policy can be accessed on the DFID website at http://www.dfid.gov.uk/work- with-us/procurement/dfid-information-security-policy-for-contractorsconsultants/ or as notified to the Supplier from time to time. The Supplier shall ensure that they keep up to date with the latest version of the Security Policy on this website.
11.3 If the Supplier believes that a change to the Security Policy will have a material and unavoidable cost implication to the Services it may submit a Change Request. In doing so, the Supplier must support its request by providing evidence of the cause of any increased costs and the steps that it has taken to mitigate those costs. Any change to the Charges shall then be agreed in discussion with the Contract Officer.
11.4 Until and/or unless a change to the Charges is agreed by DFID pursuant to clause 11.3 the Supplier shall continue to perform the Services in accordance with its existing obligations.
12. Malicious Software
12.1 The Supplier shall, as an enduring obligation throughout the Term, use the latest versions of anti-virus definitions available [from an industry accepted anti-virus software vendor] to check for and delete Malicious Software from the ICT Environment.
12.2 Notwithstanding clause 12.1 if Malicious Software is found, the parties shall co-operate to reduce the effect of the Malicious Software and, particularly if Malicious Software causes loss of operational efficiency or loss or corruption of DFID Data, assist each other to mitigate any losses and to restore the Services to their desired operating efficiency.
12.3 Any cost arising out of the actions of the parties taken in compliance with the provisions of clause 12.2 shall be borne by the parties as follows:
12.3.1 by the Supplier where the Malicious Software originates from the Supplier’s Software, the Third Party Software or the DFID Data (whilst the DFID Data was under the control of the Contractor); and
12.3.2 by DFID if the Malicious Software originates from the DFID Software or the DFID Data (whilst DFID Data was under the control of DFID).
13. Disclosure of Information
13.1 The Supplier and the Supplier's Personnel shall not, without the prior written consent of DFID, disclose to any third party any confidential information obtained during or arising from this Contract (other than in the proper performance of this Contract or as may be required by authority of competent jurisdiction). In addition, no publicity is to be given to this contract without the prior written consent of DFID.
14. Intellectual Property Rights
14.1 All intellectual property rights in all material (including but not limited to reports, data, designs whether or not electronically stored) produced by the Supplier or the Supplier's Personnel pursuant to the performance of the Services ("the Material") shall be the property of the Supplier.
14.2 The Supplier hereby grants to DFID a world-wide, non-exclusive, irrevocable, royalty-free licence to use all the Material.
14.3 For the purpose of Clause 14.2, "use" shall mean, without limitation, the reproduction, publication and sub-licence of all the Material and the intellectual property rights therein, including the reproduction and sale of the Material and products incorporating the same for use by any person or for sale or other dealing anywhere in the world.
15. Official Secrets Acts
15.1 The Supplier shall ensure that all members of the Supplier's Personnel are aware that the Official Secrets Acts 1911 to 1989 apply to them.
16. Access and Audit
16.1 The Supplier shall keep accurate and systematic accounts, files and records ("the Records"). The Records shall clearly identify, among other things, the basis upon which invoices have been calculated and the Supplier shall keep the Records throughout the duration of this Contract and for six years following its termination.
16.2 The Supplier shall upon request provide DFID or its representatives including the National Audit Office, unrestricted access to the Records in order that the Records may be inspected and copied. The Supplier shall co-operate fully in providing to DFID or its representative’s answers to such enquiries as may be made about the Records.
16.3 Where it is found by DFID that any overpayment has been made to the Supplier the Supplier shall reimburse DFID such amount within 28 days of the date of DFID's written demand.
17. Corruption, Commission, Discounts and Fraud
17.1 The Supplier warrants and represents to DFID that neither the Supplier nor any of the Supplier's Personnel:
(a) has given, offered or agreed to give or accepted, any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to the obtaining or execution of any contract or for showing or forbearing to show favour or disfavour to any person or entity in relation to any contract; or
(b) has entered into any contract in connection with which commission has been paid or agreed to be paid by or to the Supplier or Supplier's Personnel or on their behalf or to their knowledge unless, before such contract was made, particulars of any such commission and of the terms of any agreement for the payment of such commission were disclosed in writing to DFID, whose written consent was subsequently given to such payment.
17.2 Neither the Supplier nor any of the Supplier’s Personnel shall accept for or on their own benefit any trade commission, discount or similar payment or benefit in connection with this Contract.
17.3 The Supplier undertakes that neither the Supplier nor the Supplier’s Personnel shall attempt or commit any fraud, deception, financial or procedural wrongdoing in relation to the performance by the Supplier of its obligations under the Contract and shall immediately notify DFID of any circumstances giving rise to a suspicion that such wrongful activity may occur or has occurred.
18. Conflict of Interest
18.1 Neither the Supplier nor any of the Supplier's Personnel shall engage in any personal, business or professional activity which conflicts or could conflict with any of their obligations in relation to this Contract.
18.2 The Supplier and the Supplier's Personnel shall notify DFID immediately of any actual or potential conflict together with recommendations as to how the conflict can be avoided.
19.1 The Supplier shall not unlawfully discriminate within the meaning and scope of the provisions of the Race Relations Act 1976, the Sex Discrimination Acts 1975 and 1986, and the Disability Discrimination Act 1995 (as revised, amended or supplemented from time to time) or as prohibited by the laws of the place of the performance of any of the Services.
19.2 The Supplier shall take all reasonable steps to secure that the Supplier’s Personnel do not unlawfully discriminate as set out in Clause 19.1.
20. Environmental Requirements
20.1 The Supplier shall take all reasonable steps to protect the environment in relation to the performance of the Services and shall comply with all applicable environmental laws, regulations and DFID practice.
21.1 The Supplier shall maintain professional indemnity insurance cover of an amount not less than the Financial Limit.
21.2 At the request of DFID, or its representatives, the Supplier shall provide evidence showing that such insurance has been taken out and maintained and that current premiums have been paid.
22.1 Except where arising from the negligence of DFID or DFID's employees, the Supplier shall indemnify DFID in respect of any costs or damages howsoever arising out of or related to breach of warranty or representation, contract or statutory duty, or tortious acts or omissions by the Supplier or the Supplier's Personnel or any claims made against DFID by third parties in respect thereof.
PROCUREMENT AND EQUIPMENT
23.1 Subject to Clause 23.4 all Equipment to be procured pursuant to this Contract and paid for by DFID shall be procured by a DFID registered procurement agent, acting as agent of DFID ("the Procurement Agent").
23.2 For the purpose of the appointment of a Procurement Agent and for this purpose only, the Supplier shall act as an agent of DFID.
23.3 The Supplier shall provide the Procurement Agent with sufficient details for the satisfactory procurement and delivery of Equipment and shall manage the Procurement Agent on DFID's behalf.
23.4 Where the total value of the Equipment is less than 50% of the Financial Limit or £100,000, whichever is less the Supplier may, subject to DFID's prior written consent, procure such Equipment.
23.5 All procurement of Equipment shall
(a) be undertaken in accordance with DFID Guidance on Procurement of Goods and Environmental Procurement Policy or such other procedures as may be agreed in writing by DFID;
(b) achieve "Value for Money" and be conducted in a fully transparent manner;
(c) be on the basis that the ownership in Equipment shall vest in DFID, and shall be so marked.
23.6 "Value for Money" shall mean procuring at the optimum combination of whole-life cost and quality to meet requirements.
24. Use of and Responsibility for Equipment
24.1 Equipment may only be used in providing the Services and shall be safely kept and maintained. Personal use of Equipment by the Supplier is not permitted unless DFID gives prior written consent.
24.2 The Supplier shall keep an up to date inventory of the Equipment its condition and location and make such inventory available to DFID immediately on request.
24.3 Subject to Clause 24.4 the Supplier shall be responsible for all loss or damage to Equipment other than that caused by fair wear and tear. The Supplier shall notify DFID immediately the Supplier becomes aware of any loss of or damage to Equipment.
24.4 Except as required by law, the Supplier shall not insure Equipment. DFID shall bear the risk in respect of loss or damage provided such loss or damage was not due to the Supplier's negligence and provided the Supplier obtains and pays to DFID such proper compensation as may be due from others.
24.5 The Supplier shall obtain DFID's instructions on the disposal of Equipment and comply with such instructions.
PRICE AND PAYMENT
25. Applicable Provisions and Financial Limit
25.1 Unless different provisions are substituted in Section 4, Clauses 25 to 29 inclusive shall apply in relation to price and payment.
25.2 The components which comprise the Financial Limit are set out in the Schedule of Prices, Section 5. No expenditure may be incurred in excess of the Financial Limit and no virements
between components shown in the schedule of prices in Section 5 are permitted without the prior written authority of the Contract Officer.
26.1 Any fees payable are deemed to cover the cost of salary, overseas inducements, leave allowances, bonuses, profit, taxes, insurances, superannuation, non-working days and all other costs including, but not limited to, clothing, passports, visas and vaccinations, overheads and expenses of whatsoever nature that may be incurred except those otherwise specifically provided for in this Contract.
27.1 Travel and living expenses will be paid at a rate consistent with the Schedule of Prices at Section 5 of the contract. All journeys by Rail or Air will be made by a class of travel that is no more than Standard / Economy.
28. Invoicing Instructions
28.1 Unless otherwise expressly provided in Section 4 or Section 5, invoices should be submitted monthly in arrears to the Accounts Payable Section, DFID Financial Management Group, Abercrombie House, Eaglesham Road, East Kilbride, Glasgow, G75 8EA, and in accordance with the remainder of clause 28.
28.2 DFID shall unless otherwise expressly provided in Section 4 make payments due by direct credit through the UK Bank Clearing Systems (BACS). All invoices must contain details of the UK bank account to which payments are to be made.
28.3 Invoices should include a form of letterhead, the Purchase Order number, bear an original signature and be numbered sequentially and dated. Each invoice should state the period the services were provided using “from” and “to” dates. The final invoice presented in connection with this Contract should be endorsed “Final Invoice”.
28.4 All invoices should correspond with the budget lines identified in the Schedule of Prices, Section 5 of this Contract.
28.5 DFID may request proof of payment in respect of any item and shall be entitled to refuse to meet a claim if this cannot be provided.
28.6 Any invoice not presented in accordance with the above may be rejected and in any event shall be liable to query and delay in payment. DFID reserves the right not to pay any amount due in respect of an invoice received by DFID more than 90 days after the day of the Supplier becoming entitled to invoice for the payment to which it relates.
29.1 Subject to DFID being satisfied that the Supplier is or has been carrying out their duties, obligations and responsibilities under this Contract, sums duly approved shall be paid within 30 days of receipt of a valid invoice.
29.2 Payment shall be made in sterling in the UK. Expenses (if any) arising in foreign currency shall be reimbursed at the exchange rate stated in the London Financial Times “Guide to World Currencies” on the Friday immediately preceding the date on which the purchase was made or services acquired by the Supplier or, if this took place on a Friday, at the rate so stated on that day.
29.3 If for any reason DFID is dissatisfied with performance of this Contract, an appropriate sum may be withheld from any payment otherwise due. In such event DFID shall identify the particular Services with which it is dissatisfied together with the reasons for such dissatisfaction, and payment of the amount outstanding will be made upon remedy of any unsatisfactory work or resolution of outstanding queries.
29.4 Should DFID determine after paying for a particular service that the service has not been completed satisfactorily, DFID may recover, or withhold from further payments, an amount not exceeding that previously charged for that service until the unsatisfactory service is remedied to its satisfaction.
FORCE MAJEURE AND TERMINATION
30. Force Majeure
30.1 Where the performance by the Supplier of their obligations under this Contract is delayed, hindered or prevented by an event or events beyond the reasonable control of the Supplier and against which an experienced Supplier could not reasonably have been expected to take precautions, the Supplier shall promptly notify DFID in writing, specifying the nature of the force majeure event and stating the anticipated delay in the performance of this Contract.
30.2 From the date of receipt of notice given in accordance with Clause 30.1, DFID may, at its sole discretion, either suspend this Contract for up to a period of 6 months ("the Suspension Period") or terminate this Contract forthwith.
30.3 If by the end of the Suspension Period the parties have not agreed a further period of suspension or re-instatement of the Contract, this Contract shall terminate automatically.
31. Suspension or Termination without Default of the Supplier
31.1 DFID may, at its sole discretion, suspend or terminate this Contract at any time by so notifying the Supplier and giving the reason(s) for such suspension or termination.
31.2 Where this Contract has been suspended or terminated pursuant to Clause 31.1, the Supplier shall:
(a) take such steps as are necessary to terminate the provision of the Services, (including suspending or terminating any Sub-Contracts) in a cost-effective, timely and orderly manner; and
(b) provide to DFID, not more than 60 days after DFID notifies the Supplier of the suspension or termination of this Contract an account in writing, stating:
(i) any costs, if any, due before the date of suspension or termination;
(ii) any costs to be expended after the date of suspension or termination which the Supplier necessarily incurred in the proper performance of this Contract and which it cannot reasonably be expected to avoid or recover.
31.3 Subject to DFID's approval DFID shall pay such amount to the Supplier within 30 days after receipt from the Supplier of an Invoice in respect of the amount due.
32. Suspension or Termination with Default of the Supplier
32.1 DFID may notify the Supplier of the suspension or termination of this Contract where the Services or any part of them are not provided to the satisfaction of DFID, giving the reasons for such dissatisfaction and, in the case of suspension, the action required by the Supplier to remedy that dissatisfaction and the time within which it must be completed.
32.2 Where this Contract is suspended under Clause 32.1 and the Supplier subsequently fails to remedy the dissatisfaction DFID may terminate this Contract forthwith.
32.3 DFID may, without prejudice to its other rights, including but not limited to the right to claim for costs and losses incurred, terminate this Contract forthwith where:
(a) the Supplier or any member of the Supplier's Personnel, either directly or through their servants or agents, breaches any of their obligations under this Contract; or
(b) the Supplier or any member of the Supplier's Personnel has committed an offence under the Prevention of Corruption Acts 1889 to 1916 or the Anti-Terrorism Crime and Security Act 2001 or in breach of Clause 17 of this Contract; or
(c) the Supplier is an individual or a partnership and at any time:
(i) becomes bankrupt; or
(ii) is the subject of a receiving order or administration order; or
(iii) makes any composition or arrangement with or for the benefit of the Supplier's creditors; or
(iv) makes any conveyance or assignment for the benefit of the Supplier's creditors; or
(d) the Supplier is a company and:
(i) an order is made or a resolution is passed for the winding up of the Supplier; or
(ii) a receiver or administrator is appointed in respect of the whole or any part of the undertaking of the Supplier.
(e) the Supplier is a partnership or a company and there is a Change in Control. "Change in Control" means that the person(s) (including corporate bodies) directly or indirectly in Control of the Supplier at the time this Contract is entered into cease to be in Control. "Control" means the power of a person to secure that the affairs of the Supplier are conducted in accordance with the wishes of that person.
32.4 Where this Contract is terminated in accordance with this Clause, the Supplier shall without prejudice to DFID's other remedies, take any steps necessary to terminate the provision of the Services in a timely and orderly manner but shall not be entitled to any further payment in relation to this Contract.
32.5 Where this Contract is terminated pursuant to Clause 32.3(b) the Supplier shall pay DFID within 10 days of notification such amount as DFID shall have determined as the amount of any loss to DFID resulting from such termination together with the amount or value of any gift, consideration or commission concerned.
33.1 No variation in the terms or scope of this Contract shall be effective without DFID's prior written consent and recorded in writing [in the form of a letter entitled "Contract Amendment No. "]. DFID shall have no liability in respect of work performed outside the Services set out in Section 3.
34.1 Except where clause 34.2 applies, the Supplier shall not, without the prior written consent of DFID, assign or transfer or cause to be assigned or transferred, whether actually or as the result of takeover, merger or other change of identity or character of the Supplier, any of its rights or obligations under this Contract or any part, share or interest therein.
34.2 Notwithstanding clause 34.1, the Supplier may assign to a third party (“the Assignee”) the right to receive payment of the Contract Price or any part thereof due to the Supplier under this Contract (including any interest to which DFID is liable under the Late Payments of Commercial Debts (Interest) Act 1998). Any assignment under this clause 34.2 shall be subject to:
(a) reduction of any sums in respect of which DFID exercises its right of recovery under clauses 29.3 and 29.4;
(b) all related rights of DFID under the contract in relation to the recovery of sums due but unpaid; and
(c) DFID receiving notification under both clauses 34.3 and 34.4.
34.3 In the event that the Supplier assigns the right to receive the Contract price under clause 34.2, the Supplier shall notify DFID in writing of the assignment and the date upon which the assignment becomes effective.
34..4 The Supplier shall notify DFID of the Assignee’s contact information and bank account details to which DFID shall make payment.
35. Limit of Liability
35.1 Except where there has been misconduct, gross negligence, dishonesty or fraud on behalf of the Supplier or the Supplier's Personnel the Supplier's liability under this Contract shall be limited to the amount of the Financial Limit.
36. Retention of Rights
36.1 Clauses 5.2(b),6,7,8,9,11,12, 13, 14, 15 16, 22, 23, 35.1, 37 and 38 of this Section 2 and any relevant clauses listed under Section 4 shall continue in force following the termination of this Contract.
37.1 This Contract shall be governed by the laws of England and Wales.
38. Amicable Settlement
38.1 The parties will attempt in good faith to negotiate a settlement to any claim or dispute between them arising out of or in connection with this Contract. If the matter is not resolved by negotiation the parties will refer the dispute to mediation in accordance with CEDR (Centre for Effective Dispute Resolution in London, UK) procedures. If the parties fail to agree terms of settlement within 90 days of the initiation of the procedure the dispute may be referred to an arbitrator as agreed between the parties or failing such agreement as may be nominated by the President of the Law Society of England and Wales upon application of any party. The initiation of the procedure is defined as the written request to CEDR by any party for a mediation provided that such request is copied to the other party (ies).
38.2 The decision of the arbitrator shall be final and binding on both parties.
38.3 The seat and place of arbitration shall be London.
39. Transparency of UK Government Spend
The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Contract is not confidential information. DFID shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA.
Notwithstanding any other term of this Contract, the Supplier hereby gives their consent for DFID to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public.
DFID may consult with the supplier to inform its decision regarding any exemptions but DFID shall have the final decision in its absolute discretion.
The Supplier shall assist and cooperate with DFID to enable DFID to publish this Contract.
40. United Kingdom Income Tax and National Insurance Contributions
40.1 Where the Supplier is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration.
40.2 Where the Supplier is liable to National Insurance Contributions (NICs) in respect of consideration received under this contract, it shall at all times comply with the Social
Security Contributions and Benefits Act 1992 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration.
40.3 For those workers contracted on PAYE terms via the Supplier, their contract with the Supplier, signed in advance of any employment, will specifically state:
“The Temporary Staff shall be engaged by and shall sign terms of engagement with the Supplier and at no stage shall be deemed to have employment or co-employment with DFID. The Supplier shall be responsible for payment of remuneration of the Suppliers Temporary Staff and for making statutory deductions and payment of all statutory contributions in response of earnings in relation to National Insurance and the administration of Income Tax (PAYE) applicable to the Contractors Temporary Staff by Law.”
40.4 Where the Supplier engages a limited company (“The Company”) on behalf of DFID, the contract they enter into sets out that The Company has responsibility for, and indemnifies the Supplier in respect of any tax and NI payments:
“The Company shall indemnify the Employment Business in respect of any tax or employees national insurance together with any interest of penalties, costs or expenses incurred or arising out of or in connection with any such payments
Section 3 - TERMS OF REFERENCE
Evaluation of Impacts of Samridhi Fund Investments
The Department for International Development (DFID) is a British Government Department and in India is part of the British High Commission in New Delhi. DFID India is responsible for the implementation and administration of the UK development co-operation programme to India in partnership with the Government of India.
These terms of reference (ToR) is to invite consultancy services to evaluate impacts of Samridhi Fund Investments under the DFID-supported Poorest State Inclusive Growth (PSIG) Programme.
2. Scope and Objective of the Assignment:
The scope of the assignment is to conduct a mid-term evaluation in year 3 and a final evaluation of the programme in year 7 or 9 (depending on life of the fund). The objectives of the evaluations are to:
Evaluate the socio--economic impacts of the Samridhi Fund using an internationally accepted evaluation methodology that can rigorously attribute impact to the programme, including a process evaluation that helps inform the evaluation on the specific features that contributed to the impact.
Evaluate the sustainability and effectiveness of social venture capital fund model for socio- economic development.
3. Key Evaluation Questions:
The evaluation design will, reflecting the four DAC evaluation criteria of impact, effectiveness, efficiency and sustainability, aim to answer the following questions:
At the household level:
How are the products or services of Samridhi investees creating socio-economic value for the poor, particularly women and socially excluded groups?
Increased disposable income or assets of the poor
Reduction of costs and vulnerability faced by the poor
Improvement in the quality of their lives (food security, water, sanitation, housing, access to health care, drudgery reduction)
Where possible, measurement of the improved outcomes of health, education, consumption and so on other intended and unintended outcomes/impact
At the investee level:
How did Samridhi investment affect the investee enterprises?
Increased revenues/turnover of investee
Capital (equity and loans) leveraged by the investees and other gearing and liquidity ratios
Profitability of the enterprises
Cash flow of the enterprises
Expanded or deepened outreach
Targeting of products and the services of the investee to the poor (vulnerable groups and women)?
At the state level:
How did the Samridhi investments affect pro-poor economic growth in 8 low income states?
Did Samridhi lead to increase in flow of capital to the 8 states?
Did Samridhi investments lead to other companies and organisations introducing market based solutions to the problems faced by the Base of the Pyramid (BoP?
Did Samridhi lead to improvement in markets of products and services for the BoP?
Did Samridhi help develop the enabling environment for impact investing in the 8 states?
Quantified/Monetized value of total socio-economic impact of Samridhi investments
At the fund level:
Did the fund mechanism provide a cost effective approach for intervention?
Can the fund be sustained in the long-term through the profitable sale of equity investments and dividend income without donor support?
How effective is equity investment as compared to other forms of investment such as debt for achieving development outcomes?
How effective is the social enterprise model for delivering development outcomes compare to alternative approaches?
4. Evaluation Design and Methods
The consultants are expected to develop an evaluation design that is rigorous and uses internationally recognised methods. The methodology proposed should show how the chosen data gathering and analysis techniques will lead to a robust and credible set of conclusions and recommendations around the impact of the programme and validity of the social enterprise model.
The methodology is expected to adopt a longitudinal design including the gathering of baseline, midline and end of project primary data collection.
The main design and methods should be proposed in the bid, with the expectation that they will be refined during the initial 3 month Inception Phase, for agreement by DFID. In developing the evaluation design and methods, the bidders should consider the following design issues:
The winning evaluation team will be expected to review the evaluation questions identified in Para 3 (“Key Evaluation Question”) of these ToRs and provide suggestions on how these might be amended and/or their range expanded. This review of the evaluation questions should draw on two sources, at a minimum. First, revisions should be drawn from a Theory of Change, which the evaluators will be expected to develop during the Inception Phase using discussion with key stakeholders, the logic and assumptions under-lying the Impact Reporting and Investment Standards (IRIS), review of available evidence on the validity of the social venture capital model in other contexts and of the broader literature (anthropology and political economy) dealing with the context in the eight target states. Second, the evaluators will be expected to develop a ‘Communication and Dissemination Strategy’ during the Inception Phase. As part of this work, the evaluators will be expected to:
(i) identify other organisations that potentially have an interest in funding the social venture capital model in future; and
(ii) what evidence they would need in making a decision to support the model.
The fund is expected to make 20-30 investments into “portfolio companies”, across sectors including healthcare, agri-products, water and sanitation, financial inclusion. The bidders will need to specify whether all 20-30 investments should be individually evaluated or only a selection of the investments and the justification for their choice.
The investment decisions will be taken by an expert Investment Committee, while there will be a Board of Advisors for strategic guidance of the fund. The extent of opportunities to enhance evaluability, and potentially to learn, through either the selection of portfolio companies or how portfolio companies select or deliver services to primary beneficiaries will need to be verified with the project implementers. It is expected that all investments will be identified between 2013 and 2015.
Filling evidence gaps on the sustainability and effectiveness of the social venture capital fund model for socio-economic development is one of the two main objectives for the evaluation. The design must therefore be methodologically rigorous and credible when judging both the internal and external validity of the results. Bidders will be expected to clearly set out the standards used for ensuring rigor/credibility and assessing rigor/credibility will be a major focus of the future DFID QA process.
The expectation is that the detailed design will be completed and agreed by the end of the Inception Phase, with baseline data then collected and analysed by the end of year 1. A midterm evaluation, should then be scheduled for year 3, and will be used by DFID in its own midterm review of the overall PISG programme. The exact year (between year 7 and 9 of implementation) when the final evaluation will be scheduled has not yet been decided, but it is expected that the evaluators make a proposal for when it should be scheduled, and the justification, as part of the Inception Phase work.
The Evaluator should set out how they will ensure the design and application of methods is ethically sound and which relevant ethical protocols it will comply with.
Impacts will be disaggregated by gender, poverty level and caste/tribal grouping.
The consultants are expected to develop an evaluation design that is rigorous and uses internationally recognised methods. The methodology proposed should show how the chosen data collection and analysis techniques will lead to a robust and credible set of conclusions and recommendations around the overall impact of the programme (evaluation objective 1) and the internal and external validity of the social venture capital model (evaluation objective 2). As such, it is expected that the evaluation design will be based on the use of mixed methods. For a description of what mixed methods mean for this evaluation, see Section 3.5.2 of Stern et al (2012) Broadening the Range of Designs and Methods for Impact Evaluations https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/67427/design-method- impact-eval.pdf
Bidders are free to propose the most appropriate designs to allow generalisation from those investments selected for evaluation and identify key contextual factors expected to affect both effectiveness and sustainability and external validity. These designs and methods will be judged on their utility under small to medium term scenarios.
For evaluation of individual investments (case) selected for evaluation, a quasi-experimental design may be appropriate and, given the importance of explaining impact, as well as measuring it, attention is drawn to the theory based impact evaluation approach, as discussed by Howard White in his paper ‘Theory-Based Impact Evaluation: Principles and Practice’.
The evaluators will also be expected to set out how they will address the implications for establishing baselines and identifying control groups (if required) when target beneficiaries will be identified on an on-going basis between 2013 and 2015; as individual investments are identified.
Ownership of all data collected will lie with DFID and arrangements for longer term storage and accessibility of any data generated will be agreed during the Inception Phase between DFID and the Evaluation Consultant.
5. Data sources
Apart from the primary data collected, the evaluator will have access to the following data sources:
Financial Statements of the Fund and the portfolio companies
MIS (PULSE) maintained by the Fund Manager, which will have financial and operational reporting from the portfolio investees.
MIS of portfolio companies
ESG report of portfolio companies
6. Competence and experience
The evaluation team should have a sound understanding of evaluation designs and research methods; understand the strengths and limitations of different designs and how to accurately interpret and present findings to both researchers and non-researchers. The team will require a broad set of skills to be able to effectively design a complex evaluation. The supplier will therefore most likely comprise a consortium between organisations with solid evaluation experience and working with donors and programme staff in real time, organisations with extensive experience in designing and implementing robust evaluations (in particular using mixed methods), and organisations with extensive experience in conducting academic research.
The team will also have a demonstrated ability to communicate complex studies and findings in an accessible way for non-technical readers, including presentation of data in visually appealing ways, highly structured and rigorous summaries of findings and robust and accessible syntheses of key lessons.
The evaluation team will need to have a mix of skills that covers:
Proven skills in the application of mixed methods
Strong understanding of various quantitative and qualitative evaluation methodologies, surveys, and econometric/statistical analysis
Experience of undertaking large evaluation/impact assessments projects, using mixed methods approaches that meet recognised standards for credibility and rigor.
Experience in application of configurational methods for case study based evaluation;
Experience of working on evaluations of private sector approaches
A good grounding in the literature of the ethnography in the target states;
Strong analytical and report writing skills and task management
Financial analysis, the private sector and economics;
Poverty and vulnerability assessments;
Political economy analysis;
Presentation of reports, data visualisation, and synthesising findings; Research communications and uptake;
The evaluation supplier will need to be able to guarantee sufficient people to be able to implement and manage various studies simultaneously.
The evaluation supplier will need to comply with DFID’s policies on fraud and anti-corruption and cooperate with any checks required from them for the duration of the evaluation e.g. annual audited statements, policies on management of funds, etc.
The evaluation provider will be expected to supply their own logistic requirements including office space and transport.
7. DFID Co-ordination
The evaluation suppliers will provide recommendations to Task Team Leader of Samridhi in DFID India - Shailesh Kumar. Bi-annual reports on the progress of the evaluation, any obstacles to delivery and updated financial forecasts will be required.
DFID India will sign off on the Inception Report and all other outputs specified in these ToR. All outputs will be subject to DFID quality assurance process, as will all final evaluation reports.
The evaluation suppliers will be independent, but required to work closely with SIDBI Venture Capital Limited and DFID India throughout the life of the programme, including agreeing the evaluation design, hypotheses for testing, outcomes of concern, appropriate indicators and a dissemination strategy. Whilst the evaluation must generate internationally credible evidence, the research and associated findings must have local stakeholders’ buy-in and acceptance to be useful for instigating reform and change. The programme will therefore create a reference group drawing from the Investment Committee and the Board of Advisors of Samridhi to facilitate this relationship.
8. Evaluation Criteria for PQQ stage
Experience of working with donors and programme staff in real time with extensive experience in designing and implementation of robust evaluations in India (30%)
Similar experience of evaluation of private sector interventions; (40%)
Experience of undertaking large evaluation/impact assessments projects, using mixed methods in the Impact Investment sector (30%)
9. Evaluation Criteria for ITT stage
Back ground and relevant experience of the proposed consultant team leader, team and its structure. (40%)
Elaboration of the Theory of Change, and summary of suggested evaluation design for the Samridhi Fund, with pros and cons of different possible methodologies. (40%)
Competitiveness of fee rates, project expenses and overall project cost in relation to the market. Explaining methodology and benchmarking of consultant rates to demonstrate value for money. (15%)
Approach and methodology to deliver output based deliverables and value-for-money over the life of the contract (3%)
Methodology for ensuring the Requirement will be delivered on time and in line with agreed costs; financial risk/contingency incorporated into costs. (2%)
10. Deliverables and Outputs
The major deliverables of the Evaluation Consultant will include:
1. Developing an evaluation design in year 1
Validation of the theory of change for Samridhi jointly with stakeholders and the project team
Validation of the proposed evaluation questions based on the theory of change and drawing out relevant indicators for the evaluation questions
Developing an appropriate methodology for establishing Samridhi impacts. This will include:
i. developing an evaluation strategy for the varied and large number of Samridhi investments. This may include focusing on a sample of the investee companies.
ii. developing a methodology and rigorous process for selecting/identifying intervention and comparison groups (if required for the evaluation)
iii. developing appropriate and cost effective sample size
iv. developing robust, rigorous but cost-effective data collection procedures and tools
v. data analysis methods and tools
vi. designing and testing a robust process evaluation to inform the evaluation result
vii. review and validate the monitoring data that will be gathered by the fund managers to maximise the extent that it can be used for evaluation purposes
2. Implementing the evaluation design during setting up a baseline, a mid-term and final evaluation.
The mid-term evaluation will take place in year 4 and will evaluate progress against the evaluation questions identified above. At this stage it may not be possible to identify impact however the mid-term evaluation will identify the trajectory of change and allow revisions to the evaluation design and methodology to be implemented in preparation for the final evaluation. The mid-term evaluation will also include a process evaluation element will consider the effectiveness of the programme and efficiency of the delivery approach.
The final evaluation will take place in year 7-9 (depending on the life of the Fund) and will focus on evaluating the impact of the programme.
Evaluation work that may be relevant to both the mid-term and the final evaluation includes the following:
Working closely with the investment managers, investee companies and monitoring agency to embed evaluation in the firm’s business plans and build on existing and available information sources.
Piloting to test the evaluation questions, indicators and the tools.
Conducting baseline studies in the identified groups/areas
Refine, if need be, the data collection procedures Conducting a mid-line study to assess initial impacts of the investment
Conducting an end-line study at the end of evaluation to establish change in the relevant outcome and impact variables. Analytical reports on baseline and end-line studies
Documenting data sources used in sampling, the frequency of collection and publication
Providing a database of all raw data in Excel format for each data collection exercise (baseline and end line).
The consultant is expected to deliver the following Outputs for the different points of evaluation and data collection (baseline, midline and end line):
11.1 An Inception Report
The consultants will submit an inception report and work plan (within 3 months of the contract being signed) covering the following:
The finalised evaluation design and methods
Elaboration of the ToC and discussion of implications for the evaluation design
Review the evaluation questions and proposals for how they might be amended or their range expanded
A communication and dissemination strategy, reflecting DFID’s Open Access Policy, and specifying the target audiences
A review of the main risks and challenges for the evaluation and how these will be managed
Proposal on collection of baseline data
Discussion of how to ensure that the design and application of methods will be ethically sound and which relevant ethical standards will be applied
Assessment of the probable quality and credibility of the identified datasets and sources and implications for primary data collection
Review and validation of the monitoring data that will be gathered by the fund managers to maximise the extent that it can be used for evaluation purposes
Agreements on access by the evaluators or expected cooperation/support from SIDBI have been made. This should include identification of opportunities to enhance evaluability, and potentially to learn, through either the selection of portfolio companies or how portfolio companies select or deliver services to primary beneficiaries will need to be verified with the project implementers.
Work plan and indicative budget
11.2 Pilot evaluation report
Consultant should be ready to proceed with the pilot within a week of Inception Report being agreed. Within a week of concluding the pilot of the methodology, the consultant is expected to produce an evaluation report (not longer than 5 pages) of the pilot and whether the design methodology as set out in the Inception Report needs to be adjusted.
11.3 Regular six-monthly up-dates to DFID and the reference group covering;
Progress against the agreed work plan
Variations in the proposed budget.
11.4 A baseline analysis document (timing to be agreed as part of approval of the Inception Report).
11.5 A midterm evaluation report (Year 3), covering:
An assessment of the likely effectiveness and sustainability of the programme and efficiency of the delivery approach.
Suggestions on how the programme approach might be adjusted to enhance its overall impact.
A specific high level report using the mid-term findings and conclusions to disseminate to senior DFID and other stakeholders outlining the potential for replication of the social venture capital model.
At this stage it may not be possible to identify impact however the mid-term evaluation will identify the trajectory of change and allow revisions to the evaluation design and methodology to be implemented in preparation for the final evaluation.
11.6 A final evaluation report (year of production contingent on when programme completion is).
11.7 Any other products identified and agreed as part of the communication and dissemination strategy.
All reports must be rigorous and thorough, and pay especially careful attention to the presentation and interpretation of data, the strength of the evidence being presented and associated claims around causality, correlation or fact. At the same time the reports should be highly readable and accessible, paying close attention to visualisation of data, presentation of text and overall aesthetics of the document. Complex language and needless jargon will not be tolerated in the quality assurance process: complex ideas and findings should be described using plain language. A short summary for all reports (3-4 page) pulling out headline findings and recommendations should be produced.
12. Indicative Time lines
The contract will be let for 7 years, with the possibility of extension of up to further two years, subject to the extension of the project. Where circumstances require further extension beyond the original contract duration/agreed extensions, DFID will consider doing so by means of the negotiated procedure. Indicative start dates for the baseline is November, 2013.
Break Points: The contract will be awarded on the basis that that a Service Provider will be taking forwards this assignment in 2 stages. Stage-1 will include Inception phase, design and development of work plan. Stage-2 will be full implementation phase. Although the contract will be signed for Design and Implementation phase together, the contract will not proceed for implementation until DFID India has confirmed this approval (in writing). There will be a midterm review of the Service Provider’s performance. Continuation of the contract beyond this review point will depend on satisfactory performance.
Duty of Care
The SP is responsible for the safety and well-being of their Personnel (as defined in Section 2 of the Contract) and Third Parties affected by their activities under this contract, including appropriate security arrangements. They will also be responsible for the provision of suitable security arrangements for their domestic and business property.
DFID will share available information with the SP on security status and developments in-country where appropriate. DFID will provide the following:
All SP’s Personnel will be offered a security briefing by the British Embassy on arrival. All such Personnel must register with their respective Embassies to ensure that they are included in emergency procedures.
A copy of the DFID visitor notes (and a further copy each time these are updated), which the SP may use to brief their Personnel on arrival.
The SP is responsible for ensuring appropriate safety and security briefings for all of their Personnel working under this contract and ensuring that their Personnel register and receive briefing as outlined above. Travel advice is also available on the FCO website and the SP must ensure they (and their Personnel) are up to date with the latest position.
This Procurement will require the SP to operate in conflict-affected areas and parts of it are highly insecure. Travel to many zones within the region will be subject to travel clearance from the UK government in advance. The security situation is volatile and subject to change at short notice. The SP should be comfortable working in such an environment and should be capable of deploying to any areas required within the region in order to deliver the Contract (subject to travel clearance being granted).
The SP is responsible for ensuring that appropriate arrangements, processes and procedures are in place for their Personnel, taking into account the environment they will be working in and the level of risk involved in delivery of the Contract (such as working in dangerous, fragile and hostile environments etc.). The SP must ensure their Personnel receive the required level of training and safety in the field training prior to deployment.
Tenderers must develop their Tender on the basis of being fully responsible for Duty of Care in line with the details provided above and the initial risk assessment matrix developed by DFID (see Annex
[A] of this ToR). They must confirm in their Tender that:
a) They fully accept responsibility for Security and Duty of Care.
b) They understand the potential risks and have the knowledge and experience to develop an effective risk plan.
c) They have the capability to manage their Duty of Care responsibilities throughout the life of the contract.
If you are unwilling or unable to accept responsibility for Security and Duty of Care as detailed above, your Tender will be viewed as non-compliant and excluded from further evaluation.
Acceptance of responsibility must be supported with evidence of capability and DFID reserves the right to clarify any aspect of this evidence. In providing evidence Tenderers should consider the following questions:
i. Have you completed an initial assessment of potential risks that demonstrates your knowledge and understanding, and are you satisfied that you understand the risk management implications (not solely relying on information provided by DFID)?
ii. Have you prepared an outline plan that you consider appropriate to manage these risks at this stage (or will you do so if you are awarded the contract) and are you confident/comfortable that you can implement this effectively?
iii. Have you ensured or will you ensure that your staff are appropriately trained (including specialist training where required) before they are deployed and will you ensure that on-going training is provided where necessary?
iv. Have you an appropriate mechanism in place to monitor risk on a live / on-going basis (or will you put one in place if you are awarded the contract)?
v. Have you ensured or will you ensure that your staff are provided with and have access to suitable equipment and will you ensure that this is reviewed and provided on an on-going basis?
vi. Have you appropriate systems in place to manage an emergency / incident if one arises?
India’s macro growth has been high overall, but private investment has been uneven across states. Within India, there are wide disparities in access to markets and finance, with the low income states attracting only one-fifth of domestic and 2.4% of foreign private investments, even though these states are home to over half the population. At present, there are barriers to market entry, including lack of risk capital. Enterprises are unable to obtain capital from existing financial institutions, because of the perception that risks are higher than justified by expected returns.
On the other hand, there are a small number of ‘Impact investors’ that have demonstrated the feasibility of seeking not only profit but also poverty benefits (“double bottom line”). There are also other businesses that aim to build clientele amongst the poorer groups at the ‘bottom of the pyramid’. Both these types of business can be promoted by providing risk capital, such as debt, equity or guarantees for the start-up and early expansion of businesses which have promising plans and credible promoters. Patient (returnable) capital is increasingly viewed as an effective tool to facilitate market based solutions to poverty reduction since it minimises distortions and allows recycling of scarce philanthropic capital. Once successful, these businesses attract regular private capital and expand. UK capital can be withdrawn and reinvested for development purposes, making this support time-limited and catalytic. Examples of businesses which have demonstrated viability include a company which markets handicrafts produced by women artisans; a business that provides affordable drinking water; or a unit that processes an agri product and raises farmer incomes.
Under its Poorest States Inclusive Growth (PSIG) Programme, part of the private sector portfolio in India, DFID has decided to invest up to GBP 35 million in the Samridhi Fund (“Fund”), a social venture capital fund being managed by SIDBI Venture Capital Limited (SVCL).
SIDBI is the Apex Development Finance Institution of Government of India for the promotion, financing and development of the Micro Small and Medium Enterprises (MSME) sector in India
SIDBI Venture Capital Limited (SVCL) is a wholly-owned subsidiary of SIDBI, which invests in businesses that can generate developmental benefits. The primary objective of the Fund is to promote sustainable enterprises which provide economic, social or environmental benefits to the poor in 8 low income states of India, while achieving moderate financial returns (“multiple bottom line”).
The Fund will invest (equity/quasi-equity, loans, debentures, etc) in sustainable social enterprises in 8 low income Indian States viz. Bihar, Uttar Pradesh, Madhya Pradesh, Orissa, Chattisgarh, Jharkhand, Rajasthan and West Bengal, while achieving financial returns. The fund is expected to make 20-30 investments into “portfolio companies”, across sectors including healthcare, agri-products, water and sanitation, financial inclusion.
The variance of return across the portfolio will be higher than that of a typical equity fund. Some projects maybe failures but some will succeed - with much higher returns than the ‘safer’ alternatives, thus attracting mainstream capital. Overall, the fund is expected to make a financial return, and be available for further use at the end of the fund period.
The investment decisions are taken by an expert Investment Committee, while there will be a Board of Advisors for strategic guidance of the fund. The fund has a life of 7 years, with the possibility of extension of up to 2 years. Most of the investments will be made during the first 3 years (2013-15). The fund is expected to hold the investments for 5-6 years before exiting (selling off), which will ensure appreciation in value and achievement of development results.
DFID’s hypothesis is that there is an unmet need for capital in the poorest states, because of investor preference for safer investments in known sectors and states. Investment of patient capital in high risk promising social businesses can ensure direct and indirect benefits to the poor and also crowd in more capital. The Fund targets to achieve total quantifiable “socio-economic development” worth £ 676 million, in the following categories:
Benefits to poor households
Increased income from employment (direct)
Increase in prices obtained by producers and suppliers
Reduction in cost of products or services to the poor
Misc. other Benefits
Benefits to wider economy- Indicative (flexibility within sub-categories)
Increased turnover of investees
Public goods / infrastructure etc.
There is limited evidence on how best to promote investment to have maximum impact on poverty. A paper commissioned by Private Sector Department (PSD) to review how Development Financial Institutions (DFIs) such as International Finance Corporation (IFC), Deutsche Investitions- und Entwicklungsgesellschaft (DEG), Common Wealth Development Committee (CDC) and Multilateral Development Banks (MDBs) define and measure their development impact concluded that:
• Outcomes, e.g., impact on regional/national economies; crowding in of private investment; income effects or benefits to consumers, were not quantified;
• Output indicators, e.g., number of farmers/MSMEs served were usually quantified;
• Some measures, e.g., taxes generated, job creation, are measured but it is not certain if these help poor and displacement effects were not taken into account;
• Attribution approaches are questionable as all the improvements are claimed even if other co- investors are present.
In addition, aggregation of benefits remains an issue across investments which have diverse objectives. The lack of accepted norms leads to investor/fund manager experimenting with M&E approaches. Several Impact investors have now come together to form an association called the Global Impact Investing Network (GIIN). One of its endeavours is to agree on standardised approaches to M&E. GIIN has developed Impact Reporting and Investment Standards (IRIS), a set of standardized metrics that can be used to describe a fund’s social, environmental and financial performance.
We have studied M&E of impact investments currently being undertaken by
i) Bi lateral, multilateral agencies and DFIs, including the IFC, ADB CDC and DFID’s framework for Business Innovation Facility
ii) Private sector (Social Responsibility Index, Global Reporting Initiative)
iii) PE/ VC funds Small Enterprise Assistance Fund (SEAF, Acumen)
iv) Investor Forums (GIIN and Impact Investment Exchange)
Based on study so far we believe that the GIIN’s (Global Impact Investing Network) monitoring framework IRIS is the most robust and accepted. SVCL, the managers of Samridhi, will be using “PULSE” as the monitoring application. It is an online impact monitoring application to track the performance of projects across financial, operational, investment and social metrics. PULSE comes pre-loaded with the IRIS, a database of most commonly used metrics for impact funds. Indicative list of indicators to be tracked is given as Annex-I. The companies will report bi-annually on these indicators.
Currently social performance indicators are self-reported by the investee companies and collated and analysed by the Fund Manager. CDC and SEAF’s own estimates show that tax revenue generated per million of investments vary between £7 million and £12 million; employment generated per million of investment varied between 4865 and 10614. On an average, a million pound of investment leverages fund to a multiple of 1.6 (SEAF) and 3 (CDC). SEAF survey across 8 countries revealed 25-26% CAGR in employment and wages since its initial investments, with almost three fourths of new jobs generated going to semi- skilled and unskilled labourers.
CDC estimates net IRR of Indian investments since 2004 to be 4.8%. Other Impact investors estimate IRR to be between 12% and 15%, with the benchmark for VC investments in emerging markets estimated at 10%.
Aavishkar, an Indian Fund manager, reports that approx. $7 million invested in 17 business reached over 1 million disadvantaged people, two-thirds of them women, over a period of 4 years. Total benefits were valued at $ 63 million; and there was a cumulative reduction in carbon emission of 100 megatons. Example, a low cost producer of healthcare services resulted in cumulative savings of $ 0.5 m for consumers, growing fivefold to reach 73,000 rural patients in 3 years.
Acumen Fund, an international fund established by the Rockefeller and CISCO Foundations, has invested $ 21 million in India since 2001. Examples of impact include:
• Global Easy Water Products which sells low cost drip irrigation products to small farmers improved crop yields by 30-70%, raised farmer incomes by an average of $400/year, and reduced water usage by 30-50%. Since 2008, the company has reached 330,000 farmers in India and Pakistan;
• D Light, a low cost solar lantern producer, services off-grid rural households in 40 countries, including India. Since 2007, 2 million people have benefitted, consumers have saved $60 million on energy costs and carbon emissions have reduced by 82,600 tons. D Light aims to reach 50 million poor people by 2015.
• Husk Power converts agricultural waste into clean, safe, low cost electricity. It has provided electricity to 100,000 people in 130 off-grid villages in Bihar.
Apart from the direct benefits, DFID would also like to evaluate the catalytic effect of the fund - how it helps the Venture Capital/Private Equity (VC/PE) industry grow/develop or how it crowds in more capital/investors in the low income states?
DFID requires a professional evaluation agency to devise and implement an evaluation design over a period of 7-9 years, keeping in view the trade-offs of rigour and resource implications.