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GENERAL TERMS OF REFERENCE

FWC FPI/PSF/2015

CONTENT 1. BACKGROUND INFORMATION................................................................................................. 3

1.1. General information ..................................................................................................................... 3

1.2. Contracting Authority................................................................................................................... 3

2. OBJECTIVES.................................................................................................................................... 4 3. SCOPE OF THE WORK.................................................................................................................. 5

3.1. Technical content ......................................................................................................................... 5

3.2. Management of the FWC ............................................................................................................. 5

4. GEOGRAPHICAL COVERAGE.................................................................................................... 5 5. TIMING ............................................................................................................................................. 6 6. REQUIREMENTS ............................................................................................................................ 6

6.1. Consortium leader ........................................................................................................................ 6

6.2. Staff .............................................................................................................................................. 6

6.2.1. The Management Team ......................................................................................................... 7

6.2.2. Backstopping Team ............................................................................................................... 8

6.2.3. Experts (only Lots 2 and 4) ................................................................................................... 8

6.2.4. Facilities to be provided by the Framework Contractor ....................................................... 9

7. CONDITIONS OF IMPLEMENTATION...................................................................................... 9 7.1. Request to submit an offer.......................................................................................................... 10

7.2. Offer ........................................................................................................................................... 11

7.3. Evaluation of offers (only applicable to Lots 2 and 4) ............................................................... 13

7.4. The specific contract .................................................................................................................. 13

7.5. Conflict of interest...................................................................................................................... 16

7.6. Assessment of the specific contract............................................................................................ 16

7.7. Sub-standard performance.......................................................................................................... 16

8. REPORTING................................................................................................................................... 17 8.1. For the FWC ............................................................................................................................... 17

8.2. For each specific contract ........................................................................................................... 17

9. ANNEXES........................................................................................................................................ 18

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LIST OF ABBREVIATIONS

EEAS European External Action Service

EC European Commission

FPI Service for Foreign Policy Instruments

FWC Framework Contract

FWCr Framework Contractor

FWCs Framework Contractors

PI Partnership Instrument

PSF Policy Support Facility

ToR Terms of Reference

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1. BACKGROUND INFORMATION

1.1. General information The Partnership Instrument (PI) is one of the funding instruments that enable the European Union (EU) to promote its core values and take part in shaping global change. The PI Multiannual Indicative Programme 2014-2017 foresees the creation of a large policy dialogues facility to support the Union's relations with key partner countries. Such a facility is needed to respond to the dynamic and fast-changing global environment that European policies are being confronted with and to promote European interests in a timely manner.

The Policy Support Facility aims to support (existing) policy dialogues between the EU and partner countries in areas within the scope of “Europe 2020” and to facilitate economic and trade relations with partner countries. It will complement/support the external dimension of internal policies conducted under the other EU political programmes and instruments.

For the purpose of the Policy Support Facility, this Global Framework Contract (FWC) will be put into place. Indeed, many European Commission Directorate Generals need shorter and more targeted quick actions rather than standalone, extensive projects programmes to support the external dimension of their policy agenda. They are therefore interested in short-term targeted support and need a tool that can accommodate rapidly developing policy dialogues and priorities.

This FWC has a global scope and as such it will also be used by the European External Action Service (EEAS). The beneficiaries of the short-term expertise to be contracted via this FWC are the European Commission (EC) and the EEAS. The contractual amount is fixed at the level of each specific contract. The funding for the specific contracts will come from the budget line of the PI and relevant budget lines of other Directorate Generals of the EC or the budget of the EEAS.

The FWC is divided into four lots:

Lot 1: Event organisation

Lot 2: Technical assistance, training and evaluation

Lot 3: Information and communication

Lot 4: Market access and trade & investment agreement negotiation & implementation

1.2. Contracting Authority The Contracting Authority for the FWC as well as all specific contracts will be the European Union, represented by the European Commission and/or the European External Action Service1.

The European Commission is the lead contracting authority responsible for the FWC, representing all participating contracting authorities. Each contracting authority is responsible for particular order forms or specific contracts they award.

1 A Memorandum of Understanding was signed between the European commission and the EEAS for the use of this Framework Contract.

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2. OBJECTIVES This FWC aims at supporting policy dialogues between the EU and partner countries in areas within the scope of “Europe 2020” and at facilitating economic and trade relations with partner countries in the interest of the EU. It will complement/ support the external dimension of internal policies conducted under other EU political programmes and instruments.

In particular, the FWC aims at supporting market access for EU products and services in global markets by facilitating policy dialogues with key partners. These actions will contribute to the strategic objective of strengthening the presence of European companies worldwide and improving the EU's capacity to tackle barriers which block trade and investment by EU businesses and undermine innovation. Additionally, the FWC will promote the development of international standards based on EU standards at the global level.

The specific objective of the FWC is to provide, via specific contracts, short-term expertise which can be mobilised at short notice. The quality of this expertise must be guaranteed by the retained Framework Contractors (FWCs) supplying the appropriate internal resources and external technical expertise.

Expertise may cover any geographic area, within or outside the European Union. The specific Terms of Reference (ToR), part of each specific contract, shall describe the respective objectives and required outputs.

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3. SCOPE OF THE WORK

3.1. Technical content Annexes I.1-I.4 provide a detailed description of technical content per Lot.

3.2. Management of the FWC Quality and conformity with the specific ToR and the completion of each specific contract is the primary responsibility of the FWCr. The FWCr is fully responsible for the quality of the reports or/ and all other outputs required. The FWCr is also responsible for all administration in relation to the assignment, such as establishing a contract with the experts/service providers, executing the payments etc.

Prior to the start of a specific contract, the FWCr must brief the expert(s) selected regarding all administrative, contractual and technical aspects relevant to this specific contract.

The FWCr must make available appropriate logistical support for the experts, including their travel and accommodation arrangements for each assignment, secretarial support, appropriate means of communication etc. The FWCr will equip the experts with the standard equipment such as mobile phones and laptops.

The FWCr must also transfer funds necessary to support the activities under the contract and to ensure that his employees and experts are paid regularly and in a timely fashion. He will notably ensure that per diems are transferred rapidly to the experts. He must also ensure that his staff is covered by appropriate insurance. The Commission may ask the FWCr for a copy of the template of the contract that he usually signs with the experts performing specific contracts. The FWCr is responsible for the payment of the experts.

The FWCr must keep all the documents related to the FWC, such as the requests received, even when not won, as well as the correspondence with the Contracting Authority.

4. GEOGRAPHICAL COVERAGE The Partnership Instrument has innovative features, including global reach and the aim to address global challenges. The scope of the FWC is thus global. The strategic partner countries are defined as per the First Multiannual Indicative Programme for the Partnership Instrument 2014-2017 as: Brazil, Canada, China, India, Mexico, Russia, Japan, South Africa, South Korea, United States of America.2 The framework contractor (FWCr) will be supported by a worldwide network (of its own or, as the case may be, of his consortium and/or its subcontractors) through associated partners specialised in the sectors listed in Annexes I.1-I.1. These will be able to provide local expertise, logistic support during the implementation etc. If they are subcontractors in the sense of Article II.7 of the General Conditions, prior authorisation by the Contracting Authority must be obtained.

2 First Multi-annual Indicative Programme for the period 2014-2017 (http://ec.europa.eu/dgs/fpi/documents/pi_mip_2014_17_en.pdf)

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5. TIMING FWC: the FWC is expected to have an initial duration of maximum 24 months which can be renewed by a further 24 months. Requests can be launched from the commencement date indicated in the Special Conditions. To be valid, a specific contract must be signed by the Contracting Authority before the FWC expiry date. The FWC shall continue to apply to such specific contracts after its expiry. They shall be executed no later than six months after its expiry. Specific contracts: the specific ToR will indicate the starting date and the duration of the respective assignment3. The actual starting date is confirmed or updated by the Contracting Authority once the specific contract has been signed.

6. REQUIREMENTS

6.1. Consortium leader The leader of a consortium will be the sole interlocutor for all contractual and financial aspects of the FWC and of the specific contracts and will be the only formal contact point between the FWCr and the Contracting Authority. The consortium leader will be responsible for the invoicing, including the accuracy of invoices and submission of supporting documents. The consortium leader shall inform the Contracting Authority of any change concerning the consortium members. Any change in the composition of the consortium is subject to prior authorisation by the Contracting Authority since each member is a party to the FWC. The Contracting Authority must be notified of any change in administrative data (address, bank account etc.) without delay. After the expiry date of the FWC, the FWCr must continue to notify the above mentioned changes until the implementation of the last specific contract has been completed. The consortium leader must ensure that all the members are aware of and respect the contractual provisions (including the Methodology to be prepared by the FWCr and annexed to the Framework Service Contract) as well as any Contracting Authority communication related to the implementation of the FWC. Subcontracting (calling on any other legal entity than the consortium members) of any aspect of the management and/ or administration of the FWC is not authorised. Subcontracting of one or more parts of the contracted services must be clearly stated in the tender dossier. All communication with the Contracting Authority should be in English (unless specified otherwise) and should be equivalent to written and spoken level C14.

6.2. Staff The FWCr must make available appropriate management and backstopping mechanism, quality control system, secretariat and any other support staff (editors, proof readers etc.) necessary to implement this FWC. There are no restrictions as to the staff and experts' nationalities. All costs related to the management of the FWC are considered as integrated in the experts' fee rates (for Lots 2 and 4) or unit prices (for Lots 1 and 3). Participation of a member of the management team

3 For further details, see section 7: Conditions of implementation.

4 Annex VI: Score as described in the Common European Framework of Reference (CEFR).

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in the briefing/ debriefing mission, when required for a given assignment, is also considered part of the experts' fee rates (for Lots 2 and 4) or unit prices (for Lots 1 and 3).

6.2.1. The Management Team The composition of the management team is determined by the FWCr and comprises a minimum of one permanent project director employed by the consortium leader and one substitute, who shall at least be available and formally take over each time the project director is temporarily absent. The FWCr should take into account that several assignments can run in parallel. Any change to the management team composition must be approved by the Contracting Authority. The project director has the overall responsibility for running the FWC and for the formal contacts with the Contracting Authority. His/ her contact details will be made available to the users of the FWC on the Service for Foreign Policy Instruments (FPI) website. He/she is required to react within one working day to any communication received from the Contracting Authority. He/ she signs off on all the outputs required by the specific contracts and the reports on the FWC implementation. It is not authorised to propose or contract the project director as an expert for a specific contract. The project director is also ultimately responsible for the supervision of all specific contracts and will have to intervene in case of problems occurring at the level of specific contracts that have not been resolved by the designated FWC project manager (see below). The management team tasks include at least:

1. Responsibility for the day-to-day management of the FWC and specific contracts. 2. Monitoring of the services rendered and of the performance by the experts implementing the

specific contracts. 3. Supervision of technical backstopping for the specific contracts 4. Quality control, notably:

establishing internal quality control procedures applicable to all requested outputs,

ensuring quality of the specific contracts outputs, ensuring that all senior and junior experts understand and respect the internal

quality control procedures, ensure that an effective quality control takes place for each assignment to

guarantee that all outputs conform to the specific ToR. 5. Participation in briefings/ debriefings when required for an assignment (as detailed in the

specific ToR). Additionally the FWCr will identify for each specific contract a project manager who will oversee the implementation and liaise with the Contracting Authority. He/ she may be a member of the management team. The Management Team must have the following skills and experience:

1. each member must have a University-degree education or alternatively a professional experience of minimum 10 years;

2. each member must have at least 10 years of post-graduate professional experience related to the Lot and the function he is assigned to by the FWCr's methodology. Additionally, at least 5 years of that professional experience must have been accumulated in a senior management position;

3. each member must have working knowledge of English (minimum C15).

5 Annex VI: Score as described in the Common European Framework of Reference (CEFR).

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6.2.2. Backstopping Team The management team should be assisted by a team of project managers and other support staff with adequate qualifications required to:

1. Provide the experts with all the necessary logistical support, both before and during the specific contract, therefore allowing the experts to concentrate on their primary responsibilities.

2. Support the management team in dealing with administrative work, such as handling the requests and the specific contracts.

3. Support the management team in the follow up of the specific contract with the Contracting Authority.

4. Ensure efficient invoicing and payment to the experts and service providers. The composition of the backstopping team is determined by the FWCr in the Methodology. It is not authorised to propose or contract the members of the support team as experts for a specific contract.

6.2.3. Experts (only Lots 2 and 4) The following categories of experts can be required for the implementation of the specific contracts of the FWC: a) senior and b) junior. Qualifications and expertise

education equivalent to Master's Degree level or above, or: equivalent professional experience of at least 10 years.

For each specific contract, the specific ToR will further define the required field of education, as well as type and duration of the equivalent experience. General professional experience a) Senior: at least 10 years of post-graduate professional experience in one of the sectors related to the Lot, as specified in Annex I. b) Junior: at least 3 years of post-graduate professional experience in one of the sectors related to the Lot, as specified in Annex I The specific ToR can require specific experience in a given sector. However this specific experience can be part of the years indicated in a) and b) for general professional experience. Language skills Each expert must have knowledge of English to at least a level of C1 according to CEFR. The language skills required for each specific contract will be further specified in the specific ToR. The possible requirement of knowledge of the local language can be replaced by using interpreter/translator's services in the offer unless otherwise specified. For the purpose of the offers' financial evaluation, this service cost will be added to the total fees. Other aspects In case of doubt, the Contracting Authority may require evidence of the requested skills and experience.

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The FWCr will ensure that the experts do not present themselves as representatives of the Contracting Authority e.g. by using their logo on their business cards, letter head etc. Should the expert be unable to meet the level of quality required for preparing the written outputs, the FWCr will provide, at no additional cost to the Contracting Authority, immediate additional support for these outputs to meet the appropriate standards. The specific ToR may indicate either the profile/ expertise per expert or the expertise required from a team, in which case the FWCr is responsible for proposing a team providing all the expertise required. The ToR specifies in both cases the category(ies) of experts and related input per category (number of man-days). Unless indicated in the Specific ToR, the FWCr will identify the expert who will be the team leader for the given assignment. The specific ToR must define all the experts or expertise required to carry out the specific contract. All experts requested must be proposed, evaluated and contracted by the FWCr. The specific ToR shall not discriminate experts on the ground of their former or present nationality, gender, place of residence etc. Having selected an offer partly on the basis of the CVs of the proposed experts, the specific contract is expected to be executed by those experts. As the expected date of mobilisation is given in the specific ToR and as each expert has signed a statement of exclusivity and availability, he/she has committed to starting the specific contract as foreseen and to remaining available throughout its implementation. Failing to do either may result in the rejection of the offer, cancellation of the award of the specific contract and should this occur frequently, the FWC may be suspended or terminated.

6.2.4. Facilities to be provided by the Framework Contractor Secretarial and other office-related costs, which may include office rental, communications, equipment for the experts as required (laptop, mobile phones etc.) and report production, both in the FWCr’s headquarters and/or in the expert’s home office and for experts in the field are included in the fee rates of the experts (for Lots 2 and 4) and/or unit prices (for Lots 1 and 3). No costs of this nature may be charged in addition. Reports and similar documents as required in the specific ToR will be made available in a maximum of 10 copies (the exact number will be stated in the specific ToR). Additionally, an electronic version of the reports may be required at no extra charge. No office, secretarial, communication or transport facilities are to be provided by the EC Headquarters, EU Delegations etc. No equipment may be purchased in the context of the FWC or in the context of specific contracts. Exceptionally, specific ToRs for Lots 2 and 4 may foresee under reimbursables the purchase of documents (reports, maps, statistical information etc.) or other items strictly necessary for the experts to carry out the specific contract and to achieve their objectives. No information technology or similar equipment may be purchased to equip training facilities even when the objective of the assignment is training. Hiring of (equipped) training facilities, meeting rooms for debriefing sessions (for workshops, seminars) etc. is authorised, provided that these costs remain marginal and are foreseen in the specific ToR.

7. CONDITIONS OF IMPLEMENTATION This is a multiple FWC with 4 Lots.

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Lots 1 and 3 are FWCs concluded with one single FWCr per Lot. The implementation of Lots 1 and 3 will be completed through the signature of order forms/specific contracts with the selected contractor. Lots 2 and 4 are FWCs with reopening of competition, concluded on identical terms with three FWCrs. For each specific ToR, a request to submit an offer is sent to all the selected FWCrs in the respective Lots and the resulting contract is awarded to the FWCr whose offer has been evaluated as the best value for money6. No guarantee can be given for the number of requests issued, for the number of specific contracts awarded to a given FWCr or for the total amount contracted with him. The duration of individual assignments cannot exceed 18 months. If necessary, the Contracting Authority will call for a coordination meeting with all parties concerned by the implementation of a specific topic through several specific contracts/order forms. The possible invitation to the coordination meeting will be included in the specific ToR related to the action to be implemented. Estimated Range of Financial Envelope per Lot (over two years): Lot 1 Event management: EUR 4 000 000 – EUR 15 000 000 Lot 2 Technical assistance, training and evaluation: EUR 4 000 000 – EUR 20 000 000 Lot 3 Information and communication EUR 1 000 000 – EUR 15 000 000 Lot 4 Market access and trade & investment

agreement negotiation & implementation EUR 10 000 000 – EUR 20 000 000

7.1. Request to submit an offer The FWCr has the obligation to respond to each request sent to him. If they are not in a position to make an offer, a substantiated justification must be provided as rapidly as possible and at the latest by the deadline for submission of the offer. In the case of Lots 1 and 3, this request can also be made via the order form attached to the model service contract of this tender dossier. The FWCs will be requested to submit an offer via e-mail (fax may be used in exceptional cases only or as a confirmation of the documents already sent by e-mail). The request indicates whether the specific contract will be a global price contract or a fee-based contract, in both cases based on a detailed offer. The FWCr will have ten working days (counted from the date of dispatch of the request) to prepare and dispatch his offer by e-mail. The request may allow for a longer period of submission of offers, in particular to take into account factors such as the complexity of the assignment or the time of the year etc. In exceptional cases, the request may specify a shorter period of submission of offers. In this case, the FWCr has the right to refuse to submit an offer, as long as he notifies the Contracting Authority on the first working day following the dispatch of the request. The request will then be cancelled or re-launched (respecting the submission period of ten working days). The specific ToR will specify the expertise or the experts’ profile where applicable, the specific technical skills required, the number of man-days per category, the timing for draft and final reports/outputs submission as well as for comments submission by the Contracting Authority etc. The

6 For more details, see section 7.3. Evaluation of offers.

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specific ToRs must identify the minimum requirements (skills/experience) for the experts/expertise where applicable. If the minimum requirements are not met, the offer will be rejected. The specific ToR will indicate whether an interview of the expert(s) will be carried out and will fix the indicative dates and the position for which the interview is foreseen. The specific ToR will define whether the presence of a member of the management team is required for the briefing and/or debriefing session. More detailed criteria and related weighting for the technical evaluation may be defined and the specific ToR will provide the necessary information regarding any exoneration of taxes. When justified, a short methodology may be requested. The FWCs must send an acknowledgement of receipt of the request for services and their confirmation of intention to submit an offer by email the following working day.

7.2. Offer The FWCr is responsible for:

selecting service providers in line with the requirements described in the specific ToR, if applicable,

selecting the experts in line with the requirements described in the specific ToR, verifying the accuracy of information contained in the experts'/moderator's CVs, taking appropriate steps to ensure the availability and exclusivity of the experts proposed, preparing the financial offer in line with the financial conditions (in particular respecting the

market prices of reimbursable items and the maximum of fees fixed at the level of the FWC), drafting a short assignment methodology when required (5 pages maximum, unless stated

otherwise in the specific ToR) The consortium leader is responsible for verifying the quality and accuracy of the offer (including CVs). Clarifications Any of the FWCs consulted can ask for clarifications by email during the offer submission period. The Contracting Authority will answer as rapidly as possible and send the answer simultaneously to all FWCs consulted, if applicable. A new deadline for the submission of offers will be fixed if a substantial change is introduced through the clarification or has an impact on the preparation of the offers, notably on the identification of experts. Content and validity of the offer For Lots 1 and 3 Because the FWC is concluded with a single FWCr for Lots 1 and 3 respectively, all specific contracts and/or order forms will be concluded with this FWCr. The single FWCr must be invited to submit a specific offer in accordance with the terms laid down in the framework contract, as refined or supplemented to reflect particular circumstances for the individual specific contract.

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The basic terms cannot be renegotiated and the specification used for setting up the FWC cannot be substantively changed. If the offer complies with the conditions set in the FWC, and the price offer is consistent with the price list in the FWC7, a specific contract or order form drafted in accordance with the template annexed to the model service contract (see tender dossier) will be concluded. The financial offer comprises of unit prices, additional expertise if required and reimbursables. The per diems are those in force on the date of the signature of the request for services. They may not be exceeded. The per diems are paid per night when an overnight away from the place of residence is justified (a night spent on the plane does not give right to a per diem for that night). Air travel must be economy class8, train travel may be 1st class, car travel will be reimbursed on the basis of 1st class rail travel for an equivalent journey. A business class flight, used on the FWCr's initiative without ex-ante approval by the Contracting Authority will be reimbursed on the basis of the cheapest economy class at the moment of the purchase of the business class fare of which the evidence will be provided by the FWCr. International and inter-city travel costs are reimbursable costs. The same rules apply for the per diems and travel of

the event coordinator in case his presence at the event venue is required a member of the Management team is he/she is required by the specific ToR to participate in a

briefing/debriefing session. For Lots 2 and 4 For Lots 2 and 4 the FWCr will submit:

1. the CVs of all the experts requested and proposed, 2. the statement of exclusivity and availability of the experts 3. the breakdown of prices which cannot contain any contingency for undefined items, 4. the methodology if required, 5. the details for contacting the experts during the offer validity period in case of an interview, 6. the details about possible sub-contractors and their nationality which must meet the eligibility

criteria of the legal basis of the Partnership Instrument. By signing the statement of exclusivity and availability, the expert commits himself to:

allowing only one FWCr to present his CV in response to a request; working exclusively for one specific contract during the days charged (the same working day

may not be charged to more than one project/ specific contract); remaining available to start and perform the assignment as scheduled in the ToR.

The template of the statement exclusivity and availability can only be used for the FWC procedure. The statement may be required only from the experts proposed in the offer and the FWCr may not have it signed before deciding and notifying them that they will be proposed in the offer. The reception of the offers is acknowledged by the Contracting Authority and, if not received, the FWCr should seek confirmation. The offer is valid for 10 working days after the deadline for the submission of offers. The Contracting Authority can ask for an extension of this validity. 7 The prices provided by the contractor in his financial offer at the time of the tender of the FWC are considered maximum prices.

8 Business class flights can only be authorised in exceptional, duly justified cases, following prior authorisation by the Contracting Authority (Art.I.11 of the Special Conditions)

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7.3. Evaluation of offers (only applicable to Lots 2 and 4) Only offers which fulfil the following criteria of admissibility will be evaluated:

the deadline for the submission of offers has been respected the offer complies with the eligibility rules the fee rates do not exceed the contractual maximum where a maximum budget is fixed, it is not exceeded the minimum required skills are respected.

The Contracting Authority selects the offer with the best value for money using a 70/30 weighting between technical quality and price. For the technical evaluation, quality is evaluated on the basis of the content of the offers, of the specifications of the specific ToR, of the methodology presented by the contractor if applicable and of the CVs and availability of the experts. For the financial evaluation, only the total fees will be taken into consideration. Each offer will be given a maximum of 100 points for its technical quality; its score will be calculated relating its points to the highest points given. Interviews can be conducted if specified in the specific ToR. They should be conducted with the foreseen experts of all the admissible offers by phone, provided it does not generate a cost for the FWCr or the experts, except roaming charges. These are however not chargeable to the Contracting Authority. The evaluators may decide to adjust the technical scores on the basis of the outcome of the interviews. The Contracting Authority will have up to 10 working days to evaluate and notify the FWCs of the results of their offers. Without a notification after this deadline, the consulted FWCs are no longer bound by their offer and may disband the team proposed. Following the notification, the selected FWCr's offer is automatically extended by 15 working days to allow for the signature of the specific contract. The selected FWCr is invited to re-confirm the availability of the experts. The notification does not commit the Contracting Authority to awarding the specific contract to the FWCr selected by the evaluation committee.

7.4. The specific contract The specific contract will be drawn up in accordance with the standard format provided in the Draft Framework Contract. It will enter into force upon the signature of the last signatory to the contract which is expected to take place rapidly after the evaluation results have been communicated. The period between the notification and the start of the implementation (mobilisation period) must be at least five working days unless a shorter period is accepted by the selected FWCr. The financial offer (breakdown of prices) and CVs of experts proposed along with the specific ToR and the methodology (when requested) form an integral part of the specific contract. The expenses incurred by the FWC are eligible for funding only starting from the day on which the signed specific contract was received by the FWCr per email (fax may be used in exceptional cases only or as a confirmation of the documents already sent by e-mail). In case these deadlines are not respected, the FWCr is entitled to:

modify or withdraw the original offer before the signature of the specific contract; receive approval for an amendment to the specific contract based on a modified offer or

terminate the contract without penalty. Availability of experts

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For Lot 2 and Lot 4, having selected the FWCr mainly on the basis of the evaluation of the experts presented in the offer, the Contracting Authority expects the contract to be executed by these experts. After the deadline for the submission of offers, a replacement of an expert may be proposed in the following cases and only if the replacement does not affect the quality of the offer: unexpected delays in the commencement date beyond the control of the FWCr, or exceptionally because of the incapacity of an expert for health reasons or due to force majeure or other circumstances which may justify a replacement. The desire of a FWCr to use an expert on another project or a change of mind on the part of an expert is not accepted as a reason for substituting an expert. Subcontracting Any agreement by which the FWCr entrusts performance of a part of the services to a third party is considered a subcontract. The offer must clearly indicate intention of concluding a subcontract and the Contracting Authority gives its authorisation by signing the specific contract. The FWCr remains the sole party contractually liable. Experts, if freelancers, working for the specific contracts are considered subcontractors in the sense of Article II.7 of the General Conditions. Invoicing Once the report and other required outputs have been approved by the Contracting Authority, the FWCr will invoice the Contracting Authority. The consortium leader is responsible for the invoicing, its accuracy and the delivery of the supporting documents when required. Invoices shall contain the contractor's identification, the amount, the currency and the date, as well as the contract reference. Invoices shall indicate the place of taxation of the contractor for value added tax (VAT) purposes and shall specify separately the amounts not including VAT and the amounts including VAT. In line with article 5 of the Regulation (EU) No 236/2014 of the European Parliament and of the Council of 11 March 2014 laying down common rules and procedures for the implementation of the Union's instruments for financing external action, the "union assistance shall not generate or activate the collection of specific taxes, duties or charges". The contractor shall accordingly complete the necessary formalities with the relevant authorities to ensure that the supplies and services required for performance of the contract are exempt from taxes and duties, including VAT exemption. Where VAT is due in Belgium, the provisions of the contract constitute a request for VAT exemption No 450, Article 42, paragraph 3.3 of the VAT code (circular 2/1978), provided the contractor includes the following statement in the invoice(s): “Exonération de la TVA, Article 42, paragraphe 3.3 du code de la TVA (circulaire 2/1978)” or an equivalent statement in the Dutch or German language. Where VAT is due in Luxembourg, the contractor shall include the following statement in the invoices: "Commande destinée à l'usage officiel de l'Union européenne. Exonération de la TVA Article 43 § 1 k 2ième tiret de la loi modifiée du 12.02.79." In case of intra-Union purchases, the statement to be included in the invoices is: "For the official use of the European Union. VAT Exemption / European Union/ Article 151 of Council Directive 2006/112/EC." Where VAT is due outside the European Union:

• if a financing agreement or any other bilateral agreement is in place between the EU and the relevant partner country/ies, whereby supplies and services required for the performance of the

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contract are exempt from taxes and duties, including VAT, the provisions of this agreement should be applicable and no taxes and duties, including VAT shall consequently be charged.

• for contracts executed in the partner country/ies, where the European Commission is not exempted from the payment of taxes and duties, including VAT, in virtue of an existing Financing Agreement or any other bilateral agreement concluded between the European Commission and the Partner Country, taxes, VAT and duties can be charged by the contractor in its invoice, provided that the contractor proves with necessary supporting documents that the VAT cannot be recovered.

The fee rate and per diem amount to be used are those in force on the date of the signature of the request. No price revision applies to the specific contracts. The list of current per diem rates can be accessed at: http://ec.europa.eu/europeaid/sites/devco/files/perdiem-rate-20150318.pdf Only items specified in the breakdown of prices of the offer can be invoiced. When the outputs requested in the specific ToRs are not delivered or are not considered acceptable by the Contracting Authority (which must justify their rejection), the Contracting Authority may link the percentage of the total payment directly to the delivery and/or quality of the outputs, regardless of the payment mode (fee-based or global price). Fees The experts' input is expressed in working days (man-days). A day of travel is considered a working day, even if it is at the weekend. Per diems The FWCr may offer lower amounts, notably for longer term missions when alternatives to staying at a hotel exist. The per diems are paid per night, when an overnight away from an expert's place of residence is justified. A night spent on transport (a plane, a train etc.) does not give the right to a per diem for that night. The per diems cover accommodation, subsistence and intra-city travels, regardless of the means of transport used by the expert. The per diem as indicated in the offer is considered an amount to be fully paid to the expert to allow him/her to perform the assignment in appropriate conditions. Per diems are not to be considered as a direct financial benefit for the FWCr. Transport Experts are expected to use the most economic form of transport to arrive at and leave the place of operation as well as for local travel during the implementation period. Costs related to a stay beyond the needs of the specific contract are not eligible. However, the mobilisation/demobilisation transport costs remain reimbursable. Any air travel must be economy class (unless authorised differently in advance by the Contracting Authority), train travel may be 1st class. Car travel will be reimbursed on the basis of 1st class train travel for equivalent journey. A business class flight, used by the FWCr without prior approval by the Contracting Authority will be reimbursed on the basis of the cheapest economy class at the moment of the purchase of the business class fare. The appropriate evidence will be provided by the FWCr.

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Costs for CO2 offsetting of air travel may be included. CO2 offsetting shall in that case be achieved by supporting CDM/Gold Standard projects9 (evidence must be included as part of the supporting documents) or through airplane company programmes when available. Global price contracts The global price encompasses all costs included in the request for services and the costs provided in the offer by the FWCr cannot be revised. Fee-based specific contracts The unit prices under the heading reimbursables, except for the per diem, are indicative only. They are to be considered as a provision and a change to the individual unit value incurred does not require written prior approval by the Contracting Authority, provided the provisions of the General Conditions are respected. The appropriate procedure (Article II.1 of the General Conditions) must be followed for changes to the quantity of items, such as number of flights, workshops etc. or the introduction of a new item. The reimbursement will be made on the basis of the actual costs, as justified by the appropriate original supporting documents, such as boarding passes, invoices, receipts or equivalent. Any cost related to the payment of a reimbursable item is included, such as bank charges. Supporting documentation but must be retained for seven years after the final payment is made by the Contracting Authority. Timesheets for the experts, bearing the signature of the relevant project manager of the FWCr or any person authorised by the Contracting Authority must be submitted as an original.

7.5. Conflict of interest Conflicts of interest are examined by the Contracting Authority on a case by case basis. They affect the company and experts carrying out the specific contract, as well as all the members of the consortium. The FWCr cannot make an offer if the execution of the specific ToR is incompatible with contract(s) executed by them or by any member of the consortium. The FWCs consulted are responsible to check and notify the Contracting Authority if performing the assignment under the FWC will cause a conflict of interest. The conditions determining the conflict of interest must be assessed at the time of the offer.

7.6. Assessment of the specific contract For each specific contract, the corresponding Contracting Authority will assess the performance of the FWCr, using the form in Annex VII. The assessment of the performance of all specific contracts under the FWC will be recorded in the European Commission's internal database. The performance assessment will be sent to the FWCr after the end of each specific contract. The FWCr will be invited to provide comments within a period fixed in the notification of the assessment (minimum five working days). Following these comments, if the Contracting Authority maintains its version, it notifies the FWCr of its decision and records its assessment together with the comments received from the FWCr in the FWC performance database. If the Contracting Authority modifies its assessment, it sends the new version for comments with a new deadline for reaction following the same procedure as before.

7.7. Sub-standard performance At the level of the FWC, should it appear that e.g.

9 http://www.goldstandard.org/

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a FWCr is not respecting the contractual obligations, in particular repeatedly not making offers, or

the quality of the offers is frequently technically below the stipulated standards, or the performance is sub-standard,

this will be considered a breach of the FWCr's obligations under the FWC. The Contracting Authority may consequently either suspend this FWCr for a given period from receiving any requests or, ultimately, terminate the FWC in line with the provisions of the General Conditions.

8. REPORTING

8.1. For the FWC An annual report will be sent to the European Commission within the first month of the following reporting period. This report will indicate both positive/well-functioning aspects of the FWC as well as problems and obstacles encountered. It will propose recommendations aiming to improve the administrative and/or operational aspects of the FWC and/or of the individual assignments. The core part of the report will not exceed 15 pages. The report will additionally contain annexe(s) providing information on a number of statistical/administrative data, such as the number of requests received, the number to which the FWCr has replied, the number of specific contracts awarded, the amounts contracted and paid etc. A template of this report will be provided after the signature of the contract. Any change to this template will be communicated in due time to the FWCr. A final report summarising these and other aspects will be required at the end of the FWC. It must be delivered within one month after the end of the contract and an update of the annexed table must be provided within two months after the operational end of the last specific contract under the present FWC. It is anticipated that the Commission services will organise at least one meeting at which all FWCs will report on and analyse the functioning of the FWC. The participation of FWCs is expected; however the related travel and accommodation costs will not be reimbursed by the European Commission.

8.2. For each specific contract The reporting requirements for each specific contract will be detailed in the respective specific ToR. All required outputs will be delivered by and under the responsibility of the FWCr, i.e. the consortium leader. The FWCr must ensure quality control of the required outputs before delivering them. In particular, the draft reports/documents should not be submitted before the departure of the expert(s) from the field mission if it prevents sound quality control by the FWCr. 8.3. Visual identity of the final deliverables All studies produced for the European Commission and/or EEAS shall conform to the corporate visual identity of the European Commission and/or EEAS by applying the graphic rules set out in the European Commission's and/or [EEAS] Visual Identity Manual, including its/their logo/s. The European Commission and/ or EEAS is/ are committed to making online information as accessible as possible to the largest possible number of users including those with visual, auditory, cognitive or physical disabilities, and those not having the latest technologies. For full details on Commission and/or EEAS policy on accessibility for information providers, see: http://ec.europa.eu/ipg/standards/accessibility/index_en.htm. Pdf versions of studies destined for online publication should respect W3C guidelines for accessible pdf documents. See: http://www.w3.org/WAI/

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The Visual Identity Manual of the European Commission is available upon request. Requests should be made to the following e-mail address: comm-visual-identity@ec.europa.eu

9. ANNEXES Annexes II-VIII are indicative only and they may be modified by the Contracting Authority in the course of implementation of the FWC. List of annexes: Annex I.1: Detailed Description of Lot 1 Annex I.2: Detailed Description of Lot 2 Annex I.3: Detailed Description of Lot 3 Annex I.4: Detailed Description of Lot 4 Annex II: Template Specific Terms of Reference Annex III: Template Offer Specific Contract Lots 2 and 4 Annex IV: Template Expert's CV Annex V: Template Statement of exclusivity and availability of the short-term expert Annex VI: Common Reference Levels Annex VII: Contractor Assessment Form Annex VIII: Template Methodology