REPUBLIC OF MALAWI

MINISTRY OF AGRICULTURE
STA
Request for Bids
National Competitive Bidding (NCB)

Design, Supply, Installation and Commissioning of

Management Information System for Project
Implementation - Food Systems Resilience Program
(FSRP)
(One-Envelope Bidding Process)
____________________________
Purchaser: Ministry of Agriculture
Project: Food Systems Resilience Program (FSRP)
Contract title: Design, Supply, Installation and Commissioning of Management Information
System for Project Implementation - Food Systems Resilience Program (FSRP)
Country: Malawi
Grant No.: E184-MW
RFB No: MW-MOA-456494-GO-RFB
Issued on: 16th November, 2024
 1

Table of Contents

Section I - Instructions to Bidders (ITB)2

Section II - Bid Data Sheet (BDS)40
Section III - Evaluation and Qualification Criteria (Without Prequalification)47
Section IV - Bidding Forms63
Section V - Eligible Countries105
Section VI - Fraud and Corruption107
Section VII - Requirements of the Information System111
Section VIII - General Conditions of Contract154
Section IX - Special Conditions of Contract233
Section X - Contract Forms245
Part 1 – Bidding Procedures 1

PART 1 – BIDDING PROCEDURES

Section I – Instructions to Bidders (ITB) 2

SECTION I - INSTRUCTIONS TO BIDDERS (ITB)

Contents
A. General4
1. Scope of Bid4
2. Source of Funds5
3. Fraud and Corruption5
4. Eligible Bidders5
5. Eligible Goods and Services8
B. Contents of Bidding Document9
6. Sections of Bidding Document9
7. Clarification of Bidding Document, Site Visit, Pre-bid Meeting11
8. Amendment of Bidding Document12
C. Preparation of Bids12
9. Cost of Bidding12
10. Language of Bid12
11. Documents Comprising the Bid12
12. Letter of Bid and Price Schedules14
13. Alternative Bids14
14. Documents Establishing the Eligibility of the Information System15
15. Documents Establishing the Eligibility and Qualifications of the Bidder15
16. Documents Establishing Conformity of the Information System15
17. Bid Prices17
18. Currencies of Bid and Payment20
19. Period of Validity of Bids20
20. Bid Security21
21. Format and Signing of Bid23
D. Submission and Opening of Bids23
22. Submission, Sealing and Marking of Bids23
23. Deadline for Submission of Bids24
24. Late Bids24
25. Withdrawal, Substitution, and Modification of Bids25
26. Bid Opening25
E. Evaluation and Comparison of Bids27
27. Confidentiality27
28. Clarification of Bids27
29. Deviations, Reservations, and Omissions27
30. Determination of Responsiveness28
31. Nonmaterial Nonconformities29
32. Correction of Arithmetical Errors29
Section I – Instructions to Bidders (ITB) 3

33. Conversion to Single Currency30

34. Margin of Preference30
35. Evaluation of Bids30
36. Comparison of Bids33
37. Abnormally Low Bids33
38. Unbalanced or Front Loaded Bids33
39. Eligibility and Qualification of the Bidder33
40. Purchaser’s Right to Accept Any Bid, and to Reject Any or All Bids34
41. Standstill Period34
42. Notice of Intention to Award35
F. Award of ContractError! Bookmark not defined.
43. Award Criteria36
44. Purchaser’s Right to Vary Quantities at Time of Award36
45. Notification of Award36
45. Debriefing by the Purchaser37
47. Performance Security38
48. Adjudicator39
Section I – Instructions to Bidders (ITB) 4

Section I - Instructions to Bidders

A. GENERAL
1. Scope of Bid 1.1 The Purchaser, as indicated in the BDS, or its duly authorized
Purchasing Agent if so specified in the BDS (interchangeably re-
ferred to as “the Purchaser” issues this bidding document for the
supply and installation of the Information System as specified in
Section VII, Purchaser’s Requirements. The name, identification
and number of lots (contracts) of this RFB are specified in the
BDS.
1.2 Unless otherwise stated, throughout this bidding document
definitions and interpretations shall be as prescribed in the
Section VIII, General Conditions of Contract.
1.3 Throughout this bidding document:

(a) the term “in writing” means communicated in written

form (e.g. by mail, e-mail, fax, including if specified
in the BDS, distributed or received through the elec-
tronic-procurement system used by the Purchaser)
with proof of receipt;

(b) if the context so requires, “singular” means “plural”

and vice versa; and
(c) “Day” means calendar day, unless otherwise specified
as “Business Day”. A Business Day is any day that is
an official working day of the Borrower. It excludes
the Borrower’s official public holidays.
Section I – Instructions to Bidders (ITB) 5

2. Source of Funds 2.1 The Borrower or Recipient (hereinafter called “Borrower”)

indicated in the BDS has applied for or received financing
(hereinafter called “funds”) from the International Bank for
Reconstruction and Development or the International
Development Association (hereinafter called “the Bank”) in an
amount specified in the BDS toward the project named in the
BDS. The Borrower intends to apply a portion of the funds to
eligible payments under the contract(s) for which this bidding
document is issued.
2.2 Payments by the Bank will be made only at the request of the
Borrower and upon approval by the Bank in accordance with the
terms and conditions of the Loan (or other financing) Agreement
between the Borrower and the Bank (hereinafter called the Loan
Agreement), and will be subject in all respects to the terms and
conditions of that Loan (or other financing) Agreement. The
Loan (or other financing) Agreement prohibits a withdrawal
from the loan account for the purpose of any payment to persons
or entities, or for any import of equipment, materials or any
other goods, if such payment or import is prohibited by a
decision of the United Nations Security Council taken under
Chapter VII of the Charter of the United Nations. No party other
than the Borrower shall derive any rights from the Loan (or
other financing) Agreement or have any claim to the funds.
3. Fraud and 3.1 The Bank requires compliance with the Bank’s Anti-Corruption
Corruption Guidelines and its prevailing sanctions policies and procedures
as set forth in the WBG’s Sanctions Framework, as set forth in
Section VI.
3.2 In further pursuance of this policy, Bidders shall permit and
shall cause its agents (where declared or not), subcontractors,
sub consultants, service providers, suppliers, and their
personnel, to permit the Bank to inspect all accounts, records
and other documents relating to any initial selection process,
prequalification process, bid submission, proposal submission
and contract performance (in the case of award), and to have
them audited by auditors appointed by the Bank.
4. Eligible Bidders 4.1 A Bidder may be a firm that is a private entity, a state-owned
enterprise or institution subject to ITB 4.6, or any combination
of such entities in the form of a joint venture (JV) under an
existing agreement or with the intent to enter into such an
agreement supported by a letter of intent. In the case of a joint
venture, all members shall be jointly and severally liable for the
execution of the Contract in accordance with the Contract
terms. The JV shall nominate a Representative who shall have
Section I – Instructions to Bidders (ITB) 6

the authority to conduct all business for and on behalf of any

and all the members of the JV during the Bidding process and,
in the event the JV is awarded the Contract, during contract
execution. Unless specified in the BDS, there is no limit on the
number of members in a JV.
4.2 A Bidder shall not have a conflict of interest. Any Bidder found
to have a conflict of interest shall be disqualified. A Bidder may
be considered to have a conflict of interest for the purpose of
this Bidding process, if the Bidder:

(a) directly or indirectly controls, is controlled by or is

under common control with another Bidder; or

(b) receives or has received any direct or indirect subsidy

from another Bidder; or

(c) has the same legal representative as another Bidder; or

(d) has a relationship with another Bidder, directly or

through common third parties, that puts it in a position
to influence the Bid of another Bidder, or influence
the decisions of the Purchaser regarding this Bidding
process; or

(e) any of its affiliates participates as a consultant in the

preparation of the design or technical specifications of
the Information System that are the subject of the Bid;
or

(f) or any of its affiliates has been hired (or is proposed to

be hired) by the Purchaser or Borrower as Project
Manager for the Contract implementation; or

(g) would be providing goods, works, or non-consulting

services resulting from or directly related to consulting
services for the preparation or implementation of the
project specified in the BDS ITB 2.1 that it provided
or were provided by any affiliate that directly or indi-
rectly controls, is controlled by, or is under common
control with that firm; or

(h) has a close business or family relationship with a pro-

fessional staff of the Borrower (or of the project im-
plementing agency, or of a recipient of a part of the
loan) who: (i) are directly or indirectly involved in the
preparation of the bidding document or specifications
Section I – Instructions to Bidders (ITB) 7

of the Contract, and/or the Bid evaluation process of

such Contract; or (ii) would be involved in the imple-
mentation or supervision of such Contract unless the
conflict stemming from such relationship has been re-
solved in a manner acceptable to the Bank throughout
the Bidding process and execution of the Contract.
4.3 A firm that is a Bidder (either individually or as a JV member)
shall not participate as a Bidder or as JV member in more than
one Bid except for permitted alternative Bids. Such
participation shall result in the disqualification of all Bids in
which the firm is involved. However, this does not limit the
participation of a Bidder as subcontractor in another Bid or of a
firm as a subcontractor in more than one Bid.
4.4 A Bidder may have the nationality of any country, subject to the
restrictions pursuant to ITB 4.8. A Bidder shall be deemed to
have the nationality of a country if the Bidder is constituted,
incorporated or registered in and operates in conformity with
the provisions of the laws of that country, as evidenced by its
articles of incorporation (or equivalent documents of
constitution or association) and its registration documents, as
the case may be. This criterion also shall apply to the
determination of the nationality of proposed sub-contractors or
sub-consultants for any part of the Contract including related
Services.
4.5 A Bidder that has been sanctioned by the Bank, pursuant to the
Bank’s Anti-Corruption Guidelines, and in accordance with its
prevailing sanctions policies and procedures as set forth in the
WBG’s Sanctions Framework as described in Section VI
paragraph 2.2 d., shall be ineligible to be initially selected for,
prequalified for, bid for, submit proposal for, or be awarded a
Bank-financed contract or benefit from a Bank-financed
contract, financially or otherwise, during such period of time as
the Bank shall have determined. The list of debarred firms and
individuals is available at the electronic address specified in the
BDS.
4.6 Bidders that are state-owned enterprises or institutions in the
Purchaser’s Country may be eligible to compete and be awarded
a Contract(s) only if they can establish, in a manner acceptable
to the Bank, that they (i) are legally and financially autonomous
(ii) operate under commercial law, and (iii) are not under
supervision of the Purchaser.
4.7 A Bidder shall not be under suspension from bidding/submitting
Section I – Instructions to Bidders (ITB) 8

proposals by the Purchaser as the result of the operation of a

Bid–Securing Declaration.
4.8 Firms and individuals may be ineligible if so indicated in
Section V and (a) as a matter of law or official regulations, the
Borrower’s country prohibits commercial relations with that
country, provided that the Bank is satisfied that such exclusion
does not preclude effective competition for the supply of goods
or the contracting of works or services required; or (b) by an act
of compliance with a decision of the United Nations Security
Council taken under Chapter VII of the Charter of the United
Nations, the Borrower’s country prohibits any import of goods
or contracting of works or services from that country, or any
payments to any country, person, or entity in that country.
4.9 This Bidding is open for all eligible Bidders, unless otherwise
specified in ITB 15.2.
4.10 A Bidder shall provide such documentary evidence of eligibility
satisfactory to the Purchaser, as the Purchaser shall reasonably
request.
4.11 A firm that is under a sanction of debarment by the Borrower
from being awarded a contract is eligible to participate in this
procurement, unless the Bank, at the Borrower’s request, is sat-
isfied that the debarment; (a) relates to fraud or corruption, and
(b) followed a judicial or administrative proceeding that afford-
ed the firm adequate due process.
5. Eligible Goods 5.1 The Information Systems to be supplied under the Contract and
and Services financed by the Bank may have their origin in any country in
accordance with Section V, Eligible Countries.
Section I – Instructions to Bidders (ITB) 9

5.2 For the purposes of this bidding document, the term

“Information System” means all:
(a) the required information technologies, including all in-
formation processing and communications-related hard-
ware, software, supplies, and consumable items that the
Supplier is required to supply and install under the Con-
tract, plus all associated documentation, and all other ma-
terials and goods to be supplied, installed, integrated, and
made operational; and
(b) the related software development, transportation, insur-
ance, installation, customization, integration, commission-
ing, training, technical support, maintenance, repair, and
other services necessary for proper operation of the Infor-
mation System to be provided by the selected Bidder and
as specified in the Contract.
5.3 For purposes of ITB 5.1 above, “origin” means the place where
the goods and services making the Information System are
produced in or supplied from. An Information System is deemed
to be produced in a certain country when, in the territory of that
country, through software development, manufacturing, or
substantial and major assembly or integration of components, a
commercially recognized product results that is substantially
different in basic characteristics or in purpose or utility from its
components.

B. CONTENTS OF BIDDING DOCUMENT

6. Sections of 6.1 The bidding document consists of Parts 1, 2, and 3, which
Bidding include all the sections indicated below, and should be read in
Document conjunction with any Addenda issued in accordance with ITB 8:

PART 1 - Bidding Procedures

Section I - Instructions to Bidders (ITB)
Section II - Bid Data Sheet (BDS)
Section III - Evaluation and Qualification Criteria
Section IV - Bidding Forms
Section V - Eligible Countries
Section VI - Fraud and Corruption
Section I – Instructions to Bidders (ITB) 10

PART 2 - Purchaser’s Requirements

Section VII - Requirements of the IS, including:

 Technical Requirements

 Implementation Schedule

 System Inventory Tables

 Background and Informational Materials

PART 3 - Contract
Section VIII - General Conditions of Contract
Section IX -Special Conditions of Contract
Section X - Contract Forms
6.2 The Specific Procurement Notice – Request for Bids (RFB)
issued by the Purchaser is not part of this bidding document.
6.3 Unless obtained directly from the Purchaser, the Purchaser is not
responsible for the completeness of the document, responses to
requests for clarification, the Minutes of the pre-Bid meeting
(if any), or Addenda to the bidding document in accordance
with ITB 8. In case of any contradiction, documents obtained
directly from the Purchaser shall prevail.
6.4 The Bidder is expected to examine all instructions, forms, terms,
and specifications in the bidding document and to furnish with
its Bid all information or documentation as is required by the
bidding document.
Section I – Instructions to Bidders (ITB) 11

7. Clarification of 7.1 A Bidder requiring any clarification of the bidding document

Bidding shall contact the Purchaser in writing at the Purchaser’s address
Document, Site specified in the BDS or raise its enquiries during the pre-Bid
Visit, Pre-bid meeting if provided for in accordance with ITB 7.4. The
Meeting Purchaser will respond in writing to any request for clarification,
provided that such request is received prior to the deadline for
submission of Bids within a period specified in the BDS. The
Purchaser’s shall forward copies of its response to all Bidders
who have acquired the bidding document in accordance with
ITB 6.3, including a description of the inquiry but without
identifying its source. If so specified in the BDS, the Purchaser
shall also promptly publish its response at the web page
identified in the BDS. Should the Purchaser deem it necessary
to amend the bidding document as a result of a request for
clarification, it shall do so following the procedure under ITB 8
and ITB 23.2.
7.2 The Bidder may wish to visit and examine the site where the
Information System is to be installed and its surroundings and
obtain for itself on its own responsibility all information that
may be necessary for preparing the Bid and entering into a
contract. The costs of visiting the site shall be at the Bidder’s
own expense.
7.3 The Bidder and any of its personnel or agents will be granted
permission by the Purchaser to enter upon its premises and lands
for the purpose of such visit, but only upon the express condition
that the Bidder, its personnel, and agents will release and
indemnify the Purchaser and its personnel and agents from and
against all liability in respect thereof, and will be responsible for
death or personal injury, loss of or damage to property, and any
other loss, damage, costs, and expenses incurred as a result of
the inspection.
7.4 The Bidder’s designated representative is invited to attend a pre-
Bid meeting and/or a site visit, if provided for in the BDS. The
purpose of the meeting will be to clarify issues and to answer
questions on any matter that may be raised at that stage.
7.5 The Bidder is requested, as far as possible, to submit any
questions in writing, to reach the Purchaser not later than one
week before the meeting.
7.6 Minutes of the pre-Bid meeting, including the text of the
questions raised without identifying the source, and the
responses given, together with any responses prepared after the
meeting, will be transmitted promptly to all Bidders who have
Section I – Instructions to Bidders (ITB) 12

acquired the bidding document in accordance with ITB 6.3. Any

modification to the bidding document that may become
necessary as a result of the pre-Bid meeting shall be made by the
Purchaser exclusively through the issue of an Addendum
pursuant to ITB 8 and not through the minutes of the pre-Bid
meeting.
7.7 Nonattendance at the pre-Bid meeting will not be a cause for
disqualification of a Bidder.
8. Amendment of 8.1 At any time prior to the deadline for submission of Bids, the
Bidding Purchaser may amend the bidding document by issuing addenda.
Document
8.2 Any addendum issued shall be part of the bidding document and
shall be communicated in writing to all who have obtained the
bidding document from the Purchaser in accordance with ITB
6.3. The Purchaser shall also promptly publish the addendum on
the Purchaser’s web page in accordance with ITB 7.1.
8.3 To give prospective Bidders reasonable time in which to take an
addendum into account in preparing their Bids, the Purchaser
may, at its discretion, extend the deadline for the submission of
Bids, pursuant to ITB 23.2

C. PREPARATION OF BIDS
9. Cost of Bidding 9.1 The Bidder shall bear all costs associated with the preparation
and submission of its Bid, and the Purchaser shall not be
responsible or liable for those costs, regardless of the conduct
or outcome of the Bidding process.
10. Language of Bid 10.1 The Bid, as well as all correspondence and documents relating
to the bid exchanged by the Bidder and the Purchaser, shall be
written in the language specified in the BDS. Supporting
documents and printed literature that are part of the Bid may
be in another language provided they are accompanied by an
accurate translation of the relevant passages in the language
specified in the BDS, in which case, for purposes of
interpretation of the Bid, such translation shall govern.
11. Documents 11.1 The Bid submitted by the Bidder shall comprise the following:
Comprising the Bid
(a) Letter of Bid prepared in accordance with ITB 12;

(b) Price Schedules completed in accordance with ITB 12

and ITB 17;
Section I – Instructions to Bidders (ITB) 13

(c) Bid Security or Bid-Securing Declaration in

accordance with ITB 20;
(d) Alternative Bid: if permissible, in accordance with ITB
13;
(e) Authorization: written confirmation authorizing the
signatory of the Bid to commit the Bidder, in accordance
with ITB 21.3;
(f) Eligibility of Information System: documentary
evidence established in accordance with ITB 14.1 that
the Information System offered by the Bidder in its Bid
or in any alternative Bid, if permitted, are eligible;
(g) Bidder’s Eligibility: documentary evidence in
accordance with ITB 15 establishing the Bidder’s
eligibility and qualifications to perform the contract if its
Bid is accepted;
(h) Conformity: documentary evidence established in
accordance with ITB 16 that the Information System
offered by the Bidder conform to the bidding document;
(i) Subcontractors: list of subcontractors, in accordance
with ITB 16.4;
(j) Intellectual Property: a list of: Intellectual Property as
defined in GCC Clause 15;
(i) all Software included in the Bid, assigning each item
to one of the software categories defined in GCC
Clause 1.1 (c):
a. System, General Purpose, and Application
Software; or
b. Standard and Custom Software;
(ii) all Custom Materials, as defined in GCC Clause 1.1
(c), included in the Bid;
Section I – Instructions to Bidders (ITB) 14

All Materials not identified as Custom Materials

shall be deemed Standard Materials, as defined in
GCC Clause 1.1 (c);
Re-assignments among the Software and Materials
categories, if necessary, will be made during the im-
plementation of the Contract according to GCC
Clause 39 (Changes to the Information System); and
(k) any other document required in the BDS.
11.2 In addition to the requirements under ITB 11.1, Bids submitted
by a JV shall include a copy of the Joint Venture Agreement
entered into by all members indicating at least the parts of the
Information System to be executed by the respective members.
Alternatively, a letter of intent to execute a Joint Venture
Agreement in the event of a successful Bid shall be signed by
all members and submitted with the Bid, together with a copy
of the proposed Agreement indicating at least the parts of the
Information System to be executed by the respective members.
11.3 The Bidder shall furnish in the Letter of Bid information on
commissions and gratuities, if any, paid or to be paid to agents
or any other party relating to this Bid.
12. Letter of Bid and 12.1 The Bidder shall complete the Letter of Bid, including the
Price Schedules appropriate Price Schedules, using the relevant forms
furnished in Section IV, Bidding Forms. The forms must be
completed without any alterations to the text, and no
substitutes shall be accepted except as provided under ITB
21.3. All blank spaces shall be filled in with the information
requested.

13. Alternative Bids 13.1 The BDS indicates whether alternative Bids are allowed. If
they are allowed, the BDS will also indicate whether they are
permitted in accordance with ITB 13.3, or invited in
accordance with ITB 13.2 and/or ITB 13.4.
13.2 When alternatives to the Time Schedule are explicitly invited,
a statement to that effect will be included in the BDS, and the
method of evaluating different time schedules will be
described in Section III, Evaluation and Qualification Criteria.
13.3 Except as provided under ITB 13.4 below, Bidders wishing to
offer technical alternatives to the Purchaser’s requirements as
described in the bidding document must also provide: (i) a
price at which they are prepared to offer an Information
System meeting the Purchaser’s requirements; and (ii) all
Section I – Instructions to Bidders (ITB) 15

information necessary for a complete evaluation of the

alternatives by the Purchaser, including drawings, design
calculations, technical specifications, breakdown of prices, and
proposed installation methodology and other relevant details.
Only the technical alternatives, if any, of the Bidder with the
Most Advantageous Bid conforming to the basic technical
requirements shall be considered by the Purchaser.
13.4 When Bidders are invited in the BDS to submit alternative
technical solutions for specified parts of the system, such parts
shall be described in Section VII, Purchaser’s Requirements.
Technical alternatives that comply with the performance and
technical criteria specified for the Information System shall be
considered by the Purchaser on their own merits, pursuant to
ITB 35.
14. Documents 14.1 To establish the eligibility of the Information System in
Establishing the accordance with ITB 5, Bidders shall complete the country of
Eligibility of the origin declarations in the Price Schedule Forms, included in
Information System Section IV, Bidding Forms.
15. Documents 15.1 To establish its eligibility and qualifications to perform the
Establishing the Contract in accordance with Section III, Evaluation and
Eligibility and Qualification Criteria, the Bidder shall provide the information
Qualifications of the requested in the corresponding information sheets included in
Bidder Section IV, Bidding Forms.
15.2 In the event that prequalification of potential Bidders has been
undertaken as stated in the BDS, only Bids from prequalified
Bidders shall be considered for award of Contract. These
qualified Bidders should submit with their Bids any
information updating their original prequalification
applications or, alternatively, confirm in their Bids that the
originally submitted prequalification information remains
essentially correct as of the date of Bid submission.
16. Documents 16.1 Pursuant to ITB 11.1 (h), the Bidder shall furnish, as part of
Establishing its Bid documents establishing the conformity to the bidding
Conformity of the documents of the Information System that the Bidder
Information System proposes to design, supply and install under the Contract
16.2 The documentary evidence of conformity of the Information
System to the bidding documents including:
(a) Preliminary Project Plan describing, among other
things, the methods by which the Bidder will carry out
its overall management and coordination
responsibilities if awarded the Contract, and the
Section I – Instructions to Bidders (ITB) 16

human and other resources the Bidder proposes to use.

The Preliminary Project Plan must also address any
other topics specified in the BDS. In addition, the
Preliminary Project Plan should state the Bidder’s
assessment of what it expects the Purchaser and any
other party involved in the implementation of the
Information System to provide during implementation
and how the Bidder proposes to coordinate the
activities of all involved parties;
(b) written confirmation that the Bidder accepts
responsibility for the successful integration and inter-
operability of all components of the Information
System as required by the bidding documents;
(c) an item-by-item commentary on the Purchaser’s
Technical Requirements, demonstrating the substantial
responsiveness of the Information System offered to
those requirements. In demonstrating responsiveness,
the Bidder is encouraged to use the Technical
Responsiveness Checklist (or Checklist Format) in the
Sample Bidding Forms (Section IV). The commentary
shall include explicit cross-references to the relevant
pages in the supporting materials included in the bid.
Whenever a discrepancy arises between the item-by-
item commentary and any catalogs, technical
specifications, or other preprinted materials submitted
with the bid, the item-by-item commentary shall
prevail;
(d) support material (e.g., product literature, white papers,
narrative descriptions of technologies and/or technical
approaches), as required and appropriate; and
(e) any separate and enforceable contract(s) for Recurrent
Cost items which the BDS ITB 17.2 required Bidders
to bid.
16.3 References to brand names or model numbers or national or
proprietary standards designated by the Purchaser in the
bidding documents are intended to be descriptive and not
restrictive. Except where explicitly prohibited in the BDS
for specific items or standards, the Bidder may substitute
alternative brand/model names or standards in its bid,
provided that it demonstrates to the Purchaser’s satisfaction
that the use of the substitute(s) will result in the Information
System being able to perform substantially equivalent to or
Section I – Instructions to Bidders (ITB) 17

better than that specified in the Technical Requirements.

16.4 For major items of the Information System as listed by the
Purchaser in Section III, Evaluation and Qualification
Criteria, which the Bidder intends to purchase or subcontract,
the Bidder shall give details of the name and nationality of
the proposed subcontractors, including manufacturers, for
each of those items. In addition, the Bidder shall include in its
Bid information establishing compliance with the
requirements specified by the Purchaser for these items.
Quoted rates and prices will be deemed to apply to whichever
subcontractor is appointed, and no adjustment of the rates and
prices will be permitted.
16.5 The Bidder shall be responsible for ensuring that any
subcontractor proposed complies with the requirements of
ITB 4, and that any goods or services to be provided by the
subcontractor comply with the requirements of ITB 5 and
ITB 16.1.

17. Bid Prices 17.1 All Goods and Services identified in the Supply and
Installation Cost Sub-Tables in System Inventory Tables in
Section VII, and all other Goods and Services proposed by
the Bidder to fulfill the requirements of the Information
System, must be priced separately and summarized in the
corresponding cost tables in the Sample Bidding Forms
(Section IV), in accordance with the instructions provided in
the tables and in the manner specified below.
17.2 Unless otherwise specified in the BDS, the Bidder must
also bid Recurrent Cost Items specified in the Technical
Requirements, Recurrent Cost Sub-Table of the System
Inventory Tables in Section VII (if any). These must be
priced separately and summarized in the corresponding cost
tables in the Sample Bidding Forms (Section IV), in
accordance with the instructions provided in the tables and in
the manner specified below:
(a) if specified in the BDS, the Bidder must also bid
separate enforceable contracts for the Recurrent Cost
Items not included in the main Contract;
(b) prices for Recurrent Costs are all-inclusive of the costs
of necessary Goods such as spare parts, software
license renewals, labor, etc., needed for the continued
and proper operation of the Information System and, if
appropriate, of the Bidder’s own allowance for price
Section I – Instructions to Bidders (ITB) 18

increases;
(c) prices for Recurrent Costs beyond the scope of
warranty services to be incurred during the Warranty
Period, defined in GCC Clause 29.4 and prices for
Recurrent Costs to be incurred during the Post-
Warranty Period, defined in SCC Clause 1.1. (e) (xiii),
shall be quoted as Service prices on the Recurrent Cost
Sub-Table in detail, and on the Recurrent Cost
Summary Table in currency totals.
17.3 Unit prices must be quoted at a level of detail appropriate for
calculation of any partial deliveries or partial payments under
the contract, in accordance with the Implementation
Schedule in Section VII), and with GCC and SCC Clause 12
– Terms of Payment. Bidders may be required to provide a
breakdown of any composite or lump-sum items included in
the Cost Tables
17.4 The price of items that the Bidder has left blank in the cost
tables provided in the Sample Bid Forms (Section IV) shall
be assumed to be included in the price of other items. Items
omitted altogether from the cost tables shall be assumed to be
omitted from the bid and, provided that the bid is
substantially responsive, an adjustment to the bid price will
be made during bid evaluation in accordance with ITB 31.3.
17.5 The prices for Goods components of the Information System
are to be expressed and shall be defined and governed in
accordance with the rules prescribed in the edition of
Incoterms specified in the BDS, as follows:
(a) Goods supplied from outside the Purchaser’s country:
Unless otherwise specified in the BDS, the prices shall
be quoted on a CIP (named place of destination) basis,
exclusive of all taxes, stamps, duties, levies, and fees
imposed in the Purchaser’s country. The named place of
destination and special instructions for the contract of
carriage are as specified in the SCC for GCC 1.1 (e) (iii).
In quoting the price, the Bidder shall be free to use
transportation through carriers registered in any eligible
countries. Similarly, the Bidder may obtain insurance
services from any eligible source country;
(b) Locally supplied Goods:
Unit prices of Goods offered from within the Purchaser’s
Section I – Instructions to Bidders (ITB) 19

Country, shall be quoted on an EXW (ex factory, ex

works, ex warehouse or off-the-shelf, as applicable)
basis, including all customs duties, levies, fees, sales and
other taxes incurred until delivery of the Goods, but
excluding all VAT or sales and other taxes and
duties/fees incurred for the Goods at the time of
invoicing or sales transaction, if the Contract is awarded;
(c) Inland transportation.
17.6 Unless otherwise stated in the BDS, inland transportation,
insurance and related local costs incidental to the delivery of
the Goods to the designated Project Sites must be quoted
separately as a Service item in accordance with ITB 17.5,
whether the Goods are to be supplied locally or from outside
the Purchaser’s country, except when these costs are already
included in the price of the Goods, as is, e.g., the case, when
ITB 17.5 (a) specifies CIP, and the named places of
destination are the Project Sites.
17.7 The price of Services shall be separated into their local and
foreign currency components and where appropriate, broken
down into unit prices. Prices must include all taxes, duties,
levies and fees whatsoever, except only VAT or other
indirect taxes, or stamp duties, that may be assessed and/or
apply in the Purchaser’s country on/to the price of the
Services invoiced to the Purchaser, if the Contract is
awarded.
17.8 Unless otherwise specified in the BDS, the prices must
include all costs incidental to the performance of the
Services, as incurred by the Supplier, such as travel,
subsistence, office support, communications, translation,
printing of materials, etc. Costs incidental to the delivery of
the Services but incurred by the Purchaser or its staff, or by
third parties, must be included in the price only to the extent
such obligations are made explicit in these bidding
documents (as, e.g., a requirement for the Bidder to include
the travel and subsistence costs of trainees).
17.9 Unless otherwise specified in the BDS, prices quoted by the
Bidder shall be fixed during the Bidder’s performance of the
Contract and not subject to increases on any account. Bids
submitted that are subject to price adjustment will be
rejected.
Section I – Instructions to Bidders (ITB) 20

18. Currencies of Bid 18.1 The currency(ies) of the Bid and currencies of payment shall be
and Payment the same. The Bidder shall quote in the currency of the
Purchaser’s Country the portion of the Bid price that
corresponds to expenditures incurred in the currency of the
Purchaser’s Country, unless otherwise specified in the BDS.
18.2 The Bidder may express the Bid price in any currency. If the
Bidder wishes to be paid in a combination of amounts in
different currencies, it may quote its price accordingly but
shall use no more than three foreign currencies in addition to
the currency of the Purchaser’s Country.
19. Period of Validity of 19.1 Bids shall remain valid for the period specified in the BDS
Bids after the Bid submission deadline date prescribed by the
Purchaser in accordance with ITB 23.1. A Bid valid for a
shorter period shall be rejected by the Purchaser as
nonresponsive.
19.2 In exceptional circumstances, prior to the expiration of the Bid
validity period, the Purchaser may request Bidders to extend
the period of validity of their Bids. The request and the
responses shall be made in writing. If a Bid Security is
requested in accordance with ITB 20.1, it shall also be extended
for twenty-eight days (28) beyond the deadline of the extended
validity period. A Bidder may refuse the request without
forfeiting its Bid Security. A Bidder granting the request shall
not be required or permitted to modify its Bid, except as
provided in ITB 19.3.
19.3 If the award is delayed by a period exceeding fifty-six (56)
days beyond the expiry of the initial Bid validity, the Contract
price shall be determined as follows:
(a) in case of fixed price contracts, the contract price shall be
the Bid price adjusted by a factor or factors specified in
the BDS;
(b) in the case of an adjustable price contracts, no
adjustments shall be made;
(c) in any case, Bid evaluation shall be based on the Bid
Price without taking into consideration the applicable
correction from those indicated above.
Section I – Instructions to Bidders (ITB) 21

20. Bid Security 20.1 The Bidder shall furnish as part of its Bid, either a Bid-
Securing Declaration or a Bid Security as specified in the
BDS, in original form and, in the case of a Bid Security, in the
amount and currency specified in the BDS.
20.2 A Bid-Securing Declaration shall use the form included in Sec-
tion IV, Bidding Forms.
20.3 If a Bid Security is specified pursuant to ITB 20.1, the bid se-
curity shall be a demand guarantee in any of the following
forms at the Bidder’s option:
(a) an unconditional guarantee issued by a non-bank financial
institution (such as an insurance, bonding or surety
company);
(b) an irrevocable letter of credit;
(c) a cashier’s or certified check; or
(d) another security indicated in the BDS,
from a reputable source from an eligible country. If an uncon-
ditional guarantee is issued by a non-bank financial institution
located outside the Purchaser’s Country the issuing non-bank
financial institution shall have a correspondent financial insti-
tution located in the Purchaser’s Country to make it enforcea-
ble unless the Purchaser has agreed in writing, prior to Bid
submission, that a correspondent financial institution is not
required.
20.4 In the case of a bank guarantee, the Bid Security shall be sub-
mitted either using the Bid Security Form included in Section
IV, Bidding Forms or in another substantially similar format
approved by the Purchaser prior to Bid submission. In either
case, the form must include the complete name of the Bidder.
The Bid Security shall be valid for twenty-eight days (28) be-
yond the original validity period of the Bid, or beyond any pe-
riod of extension if requested under ITB 19.2.
20.5 If a Bid Security or a Bid-Securing Declaration is specified
pursuant to ITB 20.1, any Bid not accompanied by a substan-
tially responsive Bid Security or Bid-Securing Declaration
shall be rejected by the Purchaser as non-responsive.
Section I – Instructions to Bidders (ITB) 22

20.6 If a Bid Security is specified pursuant to ITB 20.1, the Bid Se-
curity of unsuccessful Bidders shall be returned as promptly as
possible upon the successful Bidder’s furnishing of the Perfor-
mance Security pursuant to ITB 47.
20.7 The Bid Security of the successful Bidder shall be returned as
promptly as possible once the successful Bidder has signed the
Contract and furnished the required Performance Security.
20.8 The Bid Security may be forfeited or the Bid-Securing Dec-
laration executed:
(a) if a Bidder withdraws its Bid during the period of Bid
validity specified by the Bidder on the Letter of Bid; or
(b) if the successful Bidder fails to:
(i) sign the Contract in accordance with ITB 46; or
(ii) furnish a performance security in accordance with
ITB 47.
20.9 The Bid Security or the Bid-Securing Declaration of a JV
shall be in the name of the JV that submits the bid. If the JV
has not been legally constituted into a legally enforceable JV
at the time of Bidding, the Bid Security or the Bid-Securing
Declaration shall be in the names of all future members as
named in the letter of intent referred to in ITB 4.1 and ITB
11.2.
20.10 If a Bid Security is not required in the BDS, and;
(a) if a Bidder withdraws its Bid during the period of Bid
validity specified by the Bidder on the Letter of Bid
Form, except as provided in ITB 19.2; or
(b) if the successful Bidder fails to: sign the Contract in
accordance with ITB 46; or furnish a Performance Se-
curity in accordance with ITB 47;
the Purchaser may, if provided for in the BDS, declare the
Bidder disqualified to be awarded a contract by the Purchas-
er for a period of time as stated in the BDS.
Section I – Instructions to Bidders (ITB) 23

21. Format and Signing 21.1 The Bidder shall prepare one original of the documents
of Bid comprising the Bid as described in ITB 11 and clearly mark
it “ORIGINAL.” Alternative Bids, if permitted in accordance
with ITB 13, shall be clearly marked “ALTERNATIVE”. In
addition, the Bidder shall submit copies of the Bid, in the
number specified in the BDS and clearly mark them
“COPY.” In the event of any discrepancy between the
original and the copies, the original shall prevail.
21.2 Bidders shall mark as “CONFIDENTIAL” information in
their Bids which is confidential to their business. This may
include proprietary information, trade secrets, or
commercial or financially sensitive information.
21.3 The original and all copies of the Bid shall be typed or
written in indelible ink and shall be signed by a person duly
authorized to sign on behalf of the Bidder. This authorization
shall consist of a written confirmation as specified in the
BDS and shall be attached to the Bid. The name and position
held by each person signing the authorization must be typed
or printed below the signature. All pages of the Bid where
entries or amendments have been made shall be signed or
initialed by the person signing the Bid.
21.4 In case the Bidder is a JV, the Bid shall be signed by an
authorized representative of the JV on behalf of the JV, and
so as to be legally binding on all the members as evidenced
by a power of attorney signed by their legally authorized
representatives.
21.5 Any interlineations, erasures, or overwriting shall be valid
only if they are signed or initialed by the person signing the
Bid.

D. SUBMISSION AND OPENING OF BIDS

22. Submission, 22.1 The Bidder shall deliver the Bid in a single, sealed envelope
Sealing and (one (1) envelope process). Within the single envelope the
Marking of Bids Bidder shall place the following separate, sealed envelopes:
(a) in an envelope marked “ORIGINAL”, all documents
comprising the Bid, as described in ITB 11; and
(b) in an envelope marked “COPIES”, all required copies
of the Bid; and,
(c) if alternative Bids are permitted in accordance with
Section I – Instructions to Bidders (ITB) 24

ITB 13, and if relevant:

(i) in an envelope marked “ORIGINAL –
ALTERNATIVE BID”, the alternative Bid; and
(ii) in the envelope marked “COPIES –
ALTERNATIVE BID” all required copies of the al-
ternative Bid.
22.2 The inner and outer envelopes shall:
(a) bear the name and address of the Bidder;
(b) be addressed to the Purchaser in accordance with ITB
23.1;
(c) bear the specific identification of this Bidding process
indicated in accordance with ITB 1.1; and
(d) bear a warning not to open before the time and date for
Bid opening.
22.3 If all envelopes are not sealed and marked as required, the
Purchaser will assume no responsibility for the misplacement or
premature opening of the Bid.
23. Deadline for 23.1 Bids must be received by the Purchaser at the address and no
Submission of later than the date and time indicated in the BDS. When so
Bids specified in the BDS, Bidders shall have the option of
submitting their Bids electronically. Bidders submitting Bids
electronically shall follow the electronic Bid submission
procedures specified in the BDS.
23.2 The Purchaser may, at its discretion, extend this deadline for
submission of Bids by amending the bidding documents in
accordance with ITB 8, in which case all rights and obligations
of the Purchaser and Bidders will thereafter be subject to the
deadline as extended.
24. Late Bids 24.1 The Purchaser shall not consider any Bid that arrives after the
deadline for submission of Bids, in accordance with ITB 23.
Any Bid received by the Purchaser after the deadline for
submission of Bids shall be declared late, rejected, and returned
unopened to the Bidder.
Section I – Instructions to Bidders (ITB) 25

25. Withdrawal, 25.1 A Bidder may withdraw, substitute, or modify its Bid after it has
Substitution, and been submitted by sending a written notice, duly signed by an
Modification of authorized representative, and shall include a copy of the
Bids authorization in accordance with ITB 21.3, (except that
withdrawal notices do not require copies). The corresponding
substitution or modification of the Bid must accompany the
respective written notice. All notices must be:
(a) prepared and submitted in accordance with ITB 21 and
ITB 22 (except that withdrawals notices do not require
copies), and in addition, the respective envelopes shall be
clearly marked “WITHDRAWAL,” “SUBSTITUTION,”
“MODIFICATION;” and
(b) received by the Purchaser prior to the deadline prescribed
for submission of Bids, in accordance with ITB 23.
25.2 Bids requested to be withdrawn in accordance with ITB 25.1 shall
be returned unopened to the Bidders.
25.3 No Bid may be withdrawn, substituted, or modified in the
interval between the deadline for submission of Bids and the
expiration of the period of Bid validity specified by the Bidder
on the Letter of Bid or any extension thereof.
26. Bid Opening 26.1 Except as in the cases specified in ITB 24 and ITB 25.2, the
Purchaser shall conduct the Bid opening in public, in the
presence of Bidders` designated representatives and anyone
who chooses to attend, and at the address, date and time
specified in the BDS. Any specific electronic Bid opening
procedures required if electronic bidding is permitted in
accordance with ITB 23.1, shall be as specified in the BDS.
26.2 First, envelopes marked “Withdrawal” shall be opened and
read out and the envelope with the corresponding Bid shall
not be opened, but returned to the Bidder. No Bid
withdrawal shall be permitted unless the corresponding
withdrawal notice contains a valid authorization to request
the withdrawal and is read out at Bid opening.
26.3 Next, envelopes marked “Substitution” shall be opened and
read out and exchanged with the corresponding Bid being
substituted, and the substituted Bid shall not be opened, but
returned to the Bidder. No Bid substitution shall be
permitted unless the corresponding substitution notice
contains a valid authorization to request the substitution and
is read out at Bid opening.
Section I – Instructions to Bidders (ITB) 26

26.4 Envelopes marked “Modification” shall be opened and read

out with the corresponding Bid. No Bid modification shall
be permitted unless the corresponding modification notice
contains a valid authorization to request the modification
and is read out at Bid opening. Only Bids that are opened
and read out at Bid opening shall be considered further.
26.5 Next, all remaining envelopes shall be opened one at a time,
reading out: the name of the Bidder and the Bid Price(s),
including any discounts and alternative Bids, and indicating
whether there is a modification; the presence or absence of a
Bid Security or Bid-Securing Declaration; and any other
details as the Purchaser may consider appropriate.
26.6 Only Bids, alternative Bids and discounts that are opened
and read out at Bid opening shall be considered further in
the evaluation. The Letter of Bid and the Price Schedules are
to be initialed by representatives of the Purchaser attending
Bid opening in the manner specified in the BDS.
26.7 The Purchaser shall neither discuss the merits of any Bid nor
reject any Bid (except for late Bids, in accordance with ITB
24.1).
26.8 The Purchaser shall prepare a record of the Bid opening that
shall include, as a minimum:
(a) the name of the Bidder and whether there is a
withdrawal, substitution, or modification;
(b) the Bid Price, per lot if applicable, including any
discounts;
(c) any alternative Bids; and
(d) the presence or absence of a Bid Security or a Bid-
Securing Declaration.
26.9 The Bidders’ representatives who are present shall be
requested to sign the record. The omission of a Bidder’s
signature on the record shall not invalidate the contents and
effect of the record. A copy of the record shall be
distributed to all Bidders.
Section I – Instructions to Bidders (ITB) 27

E. Evaluation and Comparison of Bids

27. Confidentiality 27.1 Information relating to the evaluation of Bids and
recommendation of contract award, shall not be disclosed to
Bidders or any other persons not officially concerned with the
Bidding process until the Notification of Intention to Award
the Contract is transmitted to all Bidders in accordance with
ITB 42.
27.2 Any effort by a Bidder to influence the Purchaser in the
evaluation of the Bids or Contract award decisions may result
in the rejection of its Bid.
27.3 Notwithstanding ITB 27.2, from the time of Bid opening to
the time of Contract award, if any Bidder wishes to contact
the Purchaser on any matter related to the Bidding process, it
should do so in writing.
28. Clarification of 28.1 To assist in the examination, evaluation, and comparison of
Bids the Bids, and qualification of the Bidders, the Purchaser may,
at its discretion, ask any Bidder for a clarification of its Bid.
Any clarification submitted by a Bidder that is not in response
to a request by the Purchaser shall not be considered. The
Purchaser’s request for clarification and the response shall be
in writing. No change in the prices or substance of the Bid
shall be sought, offered, or permitted, except to confirm the
correction of arithmetic errors discovered by the Purchaser in
the evaluation of the Bids, in accordance with ITB 32.
28.2 If a Bidder does not provide clarifications of its Bid by the
date and time set in the Purchaser’s request for clarification,
its Bid may be rejected.
29. Deviations, 29.1 During the evaluation of Bids, the following definitions
Reservations, apply:
and Omissions
(a) “Deviation” is a departure from the requirements
specified in the bidding document;
(b) “Reservation” is the setting of limiting conditions or
withholding from complete acceptance of the
requirements specified in the bidding document; and
(c) “Omission” is the failure to submit part or all of the
information or documentation required in the bidding
document.
Section I – Instructions to Bidders (ITB) 28

30. Determination of 30.1 The Purchaser’s determination of a Bid’s responsiveness is to

Responsiveness be based on the contents of the Bid itself, as defined in ITB
11.
30.2 A substantially responsive Bid is one that meets the
requirements of the bidding document without material
deviation, reservation, or omission. A material deviation,
reservation, or omission is one that;
(a) if accepted, would:
(i) affect in any substantial way the scope, quality,
or performance of the Information System
specified in the Contract; or
(ii) limit in any substantial way, inconsistent with the
bidding document, the Purchaser’s rights or the
Bidder’s obligations under the proposed
Contract; or
(b) if rectified, would unfairly affect the competitive
position of other Bidders presenting substantially
responsive Bids.
30.3 The Purchaser shall examine the technical aspects of the Bid
in particular, to confirm that all requirements of Section VII,
Purchaser’s Requirements have been met without any
material deviation, reservation, or omission.
30.4 To be considered for Contract award, Bidders must have
submitted Bids:
Section I – Instructions to Bidders (ITB) 29

(a) for which detailed Bid evaluation using the same

standards for compliance determination as listed in
ITB 29 and ITB 30.3 confirms that the Bids are
commercially and technically responsive, and include
the hardware, Software, related equipment, products,
Materials, and other Goods and Services components
of the Information System in substantially the full
required quantities for the entire Information System
or, if allowed in the BDS ITB 35.8, the individual
Subsystem, lot or slice Bid on; and are deemed by the
Purchaser as commercially and technically responsive;
and
(b) that offer Information Technologies that are proven to
perform up to the standards promised in the bid by
having successfully passed the performance,
benchmark, and/or functionality tests the Purchaser
may require, pursuant to ITB 39.3.
31. Nonmaterial 31.1 Provided that a Bid is substantially responsive, the Purchaser
Nonconformities may waive any nonconformity in the Bid that does not
constitute a material deviation, reservation or omission.
31.2 Provided that a Bid is substantially responsive, the Purchaser
may request that the Bidder submit the necessary information
or documentation, within a reasonable period of time, to
rectify nonmaterial nonconformities in the Bid related to
documentation requirements. Requesting information or
documentation on such nonconformities shall not be related
to any aspect of the price of the Bid. Failure of the Bidder to
comply with the request may result in the rejection of its Bid.
31.3 Provided that a Bid is substantially responsive, the Purchaser
shall rectify quantifiable nonmaterial nonconformities related
to the Bid Price. To this effect, the Bid Price shall be
adjusted, for comparison purposes only, to reflect the price of
a missing or non-conforming item or component in the
manner specified in the BDS.
32. Correction of 32.1 Provided that the Bid is substantially responsive, the
Arithmetical Purchaser shall correct arithmetical errors on the following
Errors basis:
(a) where there are errors between the total of the amounts
given under the column for the price breakdown and
the amount given under the Total Price, the former
shall prevail and the latter will be corrected
Section I – Instructions to Bidders (ITB) 30

accordingly;
(b) where there are errors between the total of the amounts
of Schedule Nos. 1 to 5 and the amount given in
Schedule No. 6 (Grand Summary), the former shall
prevail and the latter will be corrected accordingly; and
(c) if there is a discrepancy between words and figures,
the amount in words shall prevail, unless the amount
expressed in words is related to an arithmetic error, in
which case the amount in figures shall prevail subject
to (a) and (b) above.
32.2 A Bidder shall be requested to accept the correction of
arithmetical errors. Failure to accept the correction in
accordance with ITB 32.1 shall result in the rejection of the
Bid.
33. Conversion to 33.1 For evaluation and comparison purposes, the currency(ies) of
Single Currency the Bid shall be converted into a single currency as specified
in the BDS.
34. Margin of 34.1 No margin of domestic preference shall apply.
Preference
35. Evaluation of 35.1 The Purchaser shall use the criteria and methodologies listed
Bids in this ITB and Section III, Evaluation and Qualification
criteria. No other evaluation criteria or methodologies shall
be permitted. By applying the criteria and methodologies the
Purchaser shall determine the Most Advantageous Bid.
Preliminary Examination
35.2 The Purchaser will examine the bids, to determine whether
they have been properly signed, whether required sureties
have been furnished, whether any computational errors have
been made, whether required sureties have been furnished
and are substantially complete (e.g., not missing key parts of
the bid or silent on excessively large portions of the
Technical Requirements). In the case where a pre-
qualification process was undertaken for the Contract(s) for
which these bidding documents have been issued, the
Purchaser will ensure that each bid is from a pre-qualified
bidder and, in the case of a Joint Venture, that partners and
structure of the Joint Venture are unchanged from those in the
pre-qualification

Technical Evaluation
Section I – Instructions to Bidders (ITB) 31

35.3 The Purchaser will examine the information supplied by the

Bidders Pursuant to ITB 11 and ITB 16, and in response to
other requirements in the Bidding document, taking into ac-
count the following factors:
(a) overall completeness and compliance with the Technical
Requirements; and deviations from the Technical
Requirements;
(b) suitability of the Information System offered in relation
to the conditions prevailing at the site; and the suitability
of the implementation and other services proposed, as
described in the Preliminary Project Plan included in the
bid;
(c) achievement of specified performance criteria by the
Information System;
(d) compliance with the time schedule called for by the
Implementation Schedule and any alternative time
schedules offered by Bidders, as evidenced by a
milestone schedule provided in the Preliminary Project
Plan included in the bid;
(e) type, quantity, quality, and long-term availability of
maintenance services and of any critical consumable
items necessary for the operation of the Information
System;
(f) any other relevant technical factors that the Purchaser
deems necessary or prudent to take into consideration;
(g) any proposed deviations in the bid to the contractual and
technical provisions stipulated in the bidding
documents.
35.4 If specified in the BDS, the Purchaser’s evaluation of
responsive Bids will take into account technical factors, in
addition to cost factors. An Evaluated Bid Score (B) will be
calculated for each responsive Bid using the formula,
specified in Section III, Evaluation and Qualification Criteria,
which permits a comprehensive assessment of the Bid cost
and the technical merits of each Bid
35.5 Where alternative technical solutions have been allowed in
accordance with ITB 13, and offered by the Bidder, the
Purchaser will make a similar evaluation of the alternatives.
Where alternatives have not been allowed but have been
Section I – Instructions to Bidders (ITB) 32

offered, they shall be ignored.

Economic Evaluation
35.6 To evaluate a Bid, the Purchaser shall consider the following:
(a) the Bid price, excluding provisional sums and the pro-
vision, if any, for contingencies in the Price Schedules;
(b) price adjustment for correction of arithmetic errors in
accordance with ITB 32.1;
(c) price adjustment due to discounts offered in accordance
with ITB 26.8;
(d) converting the amount resulting from applying (a) to
(c) above, if relevant, to a single currency in accord-
ance with ITB 33; and
(e) price adjustment due to quantifiable nonmaterial non-
conformities in accordance with ITB 31.3;
(f) the evaluation factors indicated in Section III, Evalua-
tion and Qualification Criteria.
35.7 If price adjustment is allowed in accordance with ITB 17.9,
the estimated effect of the price adjustment provisions of the
Conditions of Contract, applied over the period of execution
of the Contract, shall not be taken into account in Bid
evaluation.
35.8 The Purchaser will evaluate and compare the Bids that have
been determined to be substantially responsive, pursuant to
ITB 30. The evaluation will be performed assuming either
that:
(a) the Contract will be awarded to the Most Advantageous
Bid for the entire Information System; or
(b) if specified in the BDS, Contracts will be awarded to the
Bidders for each individual Subsystem, lot, or slice
defined in the Technical Requirements whose Bids result
in the Most Advantageous Bid/Bids for the entire
System.
In the latter case, discounts that are conditional on the award
of more than one Subsystem, lot, or slice may be offered in
Bids. Such discounts will be considered in the evaluation of
bids as specified in the BDS.
Section I – Instructions to Bidders (ITB) 33

36. Comparison of 36.1 The Purchaser shall compare all substantially responsive Bids
Bids in accordance with ITB 35.6 to determine the lowest
evaluated cost.
37. Abnormally Low 37.1 An Abnormally Low Bid is one where the Bid price in
Bids combination with other constituent elements of the Bid
appears unreasonably low to the extent that the Bid price
raises material concerns as to the capability of the Bidder to
perform the Contract for the offered Bid Price.
37.2 In the event of identification of a potentially Abnormally Low
Bid, the Purchaser shall seek written clarifications from the
Bidder, including detailed price analyses of its Bid price in
relation to the subject matter of the contract, scope, proposed
methodology, schedule, allocation of risks and responsibilities
and any other requirements of the bidding document.
37.3 After evaluation of the price analyses, in the event that the
Purchaser determines that the Bidder has failed to demonstrate
its capability to perform the Contract for the offered Bid Price,
the Purchaser shall reject the Bid.
38. Unbalanced or 38.1 If the Bid that is evaluated as the lowest evaluated cost is, in
Front Loaded the Purchaser’s opinion, seriously unbalanced or front loaded
Bids the Purchaser may require the Bidder to provide written
clarifications. Clarifications may include detailed price
analyses to demonstrate the consistency of the Bid prices with
the scope of information systems, installations, proposed
methodology, schedule and any other requirements of the
bidding document.
38.2 After the evaluation of the information and detailed price
analyses presented by the Bidder, the Purchaser may:
(a) accept the Bid; or
(b) if appropriate, require that the total amount of the Perfor-
mance Security be increased, at the expense of the Bid-
der, to a level not exceeding twenty percent (20%) of the
Contract Price; or
(c) reject the Bid.
39. Eligibility and 39.1 The Purchaser shall determine to its satisfaction whether the
Qualification of Bidder that is selected as having submitted the lowest
the Bidder evaluated and substantially responsive Bid is eligible and
meets the qualifying criteria specified in Section III,
Evaluation and Qualification Criteria.
Section I – Instructions to Bidders (ITB) 34

39.2 The determination shall be based upon an examination of the

documentary evidence of the Bidder’s qualifications
submitted by the Bidder, pursuant to ITB 15.
39.3 Unless otherwise specified in the BDS, the Purchaser will
NOT carry out tests at the time of post-qualification, to
determine that the performance or functionality of the
Information System offered meets those stated in the
Technical Requirements. However, if so specified in the BDS
the Purchaser may carry out such tests as detailed in the
BDS.
39.4 An affirmative determination shall be a prerequisite for award
of the Contract to the Bidder. A negative determination shall
result in disqualification of the Bid, in which event the
Purchaser shall proceed to the next lowest evaluated cost or
best evaluated Bid, as the case may be, to make a similar
determination of that Bidder’s qualifications to perform
satisfactorily.
39.5 The capabilities of the manufacturers and subcontractors
proposed by the Bidder that is determined to have offered the
Most Advantageous Bid for identified major items of supply
or services will also be evaluated for acceptability in
accordance with Section III, Evaluation and Qualification
Criteria. Their participation should be confirmed with a letter
of intent between the parties, as needed. Should a
manufacturer or subcontractor be determined to be
unacceptable, the Bid will not be rejected, but the Bidder will
be required to substitute an acceptable manufacturer or
subcontractor without any change to the Bid price. Prior to
signing the Contract, the corresponding Appendix to the
Contract Agreement shall be completed, listing the approved
manufacturers or subcontractors for each item concerned.
40. Purchaser’s 40.1 The Purchaser reserves the right to accept or reject any Bid,
Right to Accept and to annul the Bidding process and reject all Bids at any
Any Bid, and to time prior to contract award, without thereby incurring any
Reject Any or liability to Bidders. In case of annulment, all Bids submitted
All Bids and specifically, Bid securities, shall be promptly returned to
the Bidders.
41. Standstill Period 41.1 The Contract shall be awarded not earlier than the expiry of
the Standstill Period. The duration of the Standstill Period is
specified in the BDS. Where only one Bid is submitted, the
Standstill Period shall not apply.
Section I – Instructions to Bidders (ITB) 35

42. Notice of 42.1 When a Standstill Period applies, it shall commence when the
Intention to Purchaser has transmitted to each Bidder (that has not already
Award been notified that it has been unsuccessful) Notification of In-
tention to Award the Contract to the successful Bidder. The
Notification of Intention to Award shall contain, at a mini-
mum, the following information:
(a) the name and address of the Bidder submitting the suc-
cessful Bid;
(b) the Contract price of the successful Bid;
(c) the total combined score of the successful Bid;
(d) the names of all Bidders who submitted Bids, and their
Bid prices as readout and as evaluated prices;
(e) a statement of the reason(s) the Bid (of the unsuccessful
Bidder to whom the notice is addressed) was unsuccess-
ful;
(f) the expiry date of the Standstill Period; and
(g) instructions on how to request a debriefing or submit a
complaint during the standstill period;

F. AWARD OF CONTRACT
Section I – Instructions to Bidders (ITB) 36

43. Award Criteria 43.1 Subject to ITB 40, the Purchaser shall award the Contract to
the successful Bidder. This is the Bidder whose Bid has
been determined to be the Most Advantageous Bid. The de-
termination of the Most Advantageous Bid will be made in
accordance to one of the two options as defined in the
BDS. The methodology options are:
(a) when rated criteria are used: The Bidder that meets
the qualification criteria and whose Bid:
(i) is substantially responsive; and
(ii) is the best evaluated Bid (i.e. the Bid with the
highest combined technical/quality/price score); or
(b) when rated criteria are not used: The Bidder that
meets the qualification criteria and whose Bid has
been determined to be:
(i) substantially responsive to the bidding document;
and
(ii) the lowest evaluated cost.
44. Purchaser’s 44.1 The Purchaser reserves the right at the time of Contract
Right to Vary award to increase or decrease, by the percentage(s) for
Quantities at items as indicated in the BDS.
Time of Award
45. Notification of 45.1 Prior to the expiration of the Bid Validity Period and upon
Award expiry of the Standstill Period, specified in PDS ITB 41.1
or any extension thereof, or upon satisfactorily addressing a
complaint that has been filed within the Standstill Period,
the Purchaser shall notify the successful Bidder, in writing,
that its Bid has been accepted. The notification letter (here-
inafter and in the Conditions of Contract and Contract
Forms called the “Letter of Acceptance”) shall specify the
sum that the Purchaser will pay the Supplier in considera-
tion of the execution of the Contract (hereinafter and in the
Conditions of Contract and Contract Forms called “the
Contract Price”).
Section I – Instructions to Bidders (ITB) 37

45.2 At the same time, the Purchaser shall publish the Contract
Award Notice which shall contain, at a minimum, the fol-
lowing information:
(a) name and address of the Purchaser;
(b) name and reference number of the contract being
awarded, and the selection method used;
(c) names of all Bidders that submitted Bids, and their
Bid prices as read out at Bid opening, and as
evaluated;
(d) name of Bidders whose Bids were rejected and the
reasons for their rejection; and
(e) the name of the successful Bidder, the final total
contract price, the contract duration and a summary
of its scope.
44.3 The Contract Award Notice shall be published on the
Purchaser’s website with free access if available, or in at
least one newspaper of national circulation in the Purchaser’s
Country, or in the official gazette. The Purchaser shall also
publish the Contract Award Notice in UNDB online.
44.4 Until a formal contract is prepared and executed, the
Notification of Award shall constitute a binding Contract.
45. Debriefing by 45.1 On receipt of the Borrower’s Notification of Intention to
the Purchaser Award referred to in ITB 42, an unsuccessful Bidder has three
(3) Business Days to make a written request to the Purchaser
for a debriefing. The Purchaser shall provide a debriefing to
all unsuccessful Bidders whose request is received within this
deadline.
45.2 Where a request for debriefing is received within the deadline,
the Purchaser shall provide a debriefing within five (5)
Business Days, unless the Purchaser decides, for justifiable
reasons, to provide the debriefing outside this timeframe. In
that case, the standstill period shall automatically be extended
until five (5) Business Days after such debriefing is provided.
If more than one debriefing is so delayed, the standstill period
shall not end earlier than five (5) Business Days after the last
debriefing takes place. The Purchaser shall promptly inform,
by the quickest means available, all Bidders of the extended
standstill period.
45.3 Where a request for debriefing is received by the Purchaser
Section I – Instructions to Bidders (ITB) 38

later than the three (3)-Business Day deadline, the Purchaser

should provide the debriefing as soon as practicable, and
normally no later than fifteen (15) Business Days from the
date of publication of Public Notice of Award of contract.
Requests for debriefing received outside the three (3)-day
deadline shall not lead to extension of the standstill period.
45.4 Debriefings of unsuccessful Bidders may be done in writing or
verbally. The Bidder shall bear their own costs of attending
such a debriefing meeting.
46. Signing of 46.1 Promptly upon Notification of Award, the Purchaser shall
Contract send the successful Bidder the Contract Agreement.
46.2 Within twenty-eight (28) days of receipt of the Contract
Agreement, the successful Bidder shall sign, date, and return
it to the Purchaser.
46.3 Notwithstanding ITB 46.2 above, in case signing of the
Contract Agreement is prevented by any export restrictions
attributable to the Purchaser, to the country of the Purchaser,
or to the use of the Information System to be supplied, where
such export restrictions arise from trade regulations from a
country supplying those Information System, the Bidder
shall not be bound by its Bid, always provided, however, that
the Bidder can demonstrate to the satisfaction of the
Purchaser and of the Bank that signing of the Contract
Agreement has not been prevented by any lack of diligence
on the part of the Bidder in completing any formalities,
including applying for permits, authorizations and licenses
necessary for the export of the Information System under the
terms of the Contract.
47. Performance 47.1 WithiMinistry of Agriculture, Lilongwe Malawi.n twenty-
Security eight (28) days of the receipt of the Letter of Acceptance
from the Purchaser, the successful Bidder shall furnish the
performance security in accordance with the General
Conditions, subject to ITB 38.2 (b), using for that purpose
the Performance Security Form included in Section X,
Contract Forms, or another form acceptable to the Purchaser.
If the Performance Security furnished by the successful
Bidder is in the form of a bond, it shall be issued by a
bonding or insurance company that has been determined by
the successful Bidder to be acceptable to the Purchaser. A
foreign institution providing a Performance Security shall
have a correspondent financial institution located in the
Purchaser’s Country.
Section I – Instructions to Bidders (ITB) 39

47.2 Failure of the successful Bidder to submit the above-

mentioned Performance Security or sign the Contract shall
constitute sufficient grounds for the annulment of the award
and forfeiture of the Bid Security. In that event the
Purchaser may award the Contract to the Bidder offering the
next Most Advantageous Bid.
48. Adjudicator 48.1 Unless the BDS states otherwise, the Purchaser proposes that
the person named in the BDS be appointed as Adjudicator
under the Contract to assume the role of informal Contract
dispute mediator, as described in GCC Clause 43.1. In this
case, a résumé of the named person is attached to the BDS.
The proposed hourly fee for the Adjudicator is specified in
the BDS. The expenses that would be considered
reimbursable to the Adjudicator are also specified in the
BDS. If a Bidder does not accept the Adjudicator proposed
by the Purchaser, it should state its non-acceptance in its Bid
Form and make a counterproposal of an Adjudicator and an
hourly fee, attaching a résumé of the alternative. If the
successful Bidder and the Adjudicator nominated in the
BDS happen to be from the same country, and this is not the
country of the Purchaser too, the Purchaser reserves the right
to cancel the Adjudicator nominated in the BDS and propose
a new one. If by the day the Contract is signed, the
Purchaser and the successful Bidder have not agreed on the
appointment of the Adjudicator, the Adjudicator shall be
appointed, at the request of either party, by the Appointing
Authority specified in the SCC clause relating to GCC
Clause 43.1.4, or if no Appointing Authority is specified
there, the Contract will be implemented without an
Adjudicator.
 Section II – Bid Data Sheet (BDS) 40

SECTION II - BID DATA SHEET (BDS)

The following specific data for the Information System to be procured shall complement,
supplement, or amend the provisions in the Instructions to Bidders (ITB). Whenever there is a
conflict, the provisions herein shall prevail over those in ITB.

ITB
Reference
A. General

ITB 1.1 The reference number of the Request for Bids is: MW-MOA-456494-GO-
RFB
The Purchaser is: Ministry of Agriculture
The name of the RFB is: Design, Supply, Installation and Commissioning of
Management Information System for Project Implementation under Food
System Resilience Program
The number and identification of lots (contracts) comprising this RFB is: N/A

ITB 1.3 (a) Electronic – Procurement System N/A

ITB 2.1 The Borrower is: The Government of Malawi

Financing Agreement amount: USD250m
The name of the Project is: Food Systems Resilience Program (FSRP)

ITB 4.1 Maximum number of members in the JV shall be: No limit

ITB 4.5 A list of debarred firms and individuals is available on the Bank’s external
website: http://www.worldbank.org/debarr.

B. Bidding Document
ITB 7.1 For Clarification of Bid purposes only, the Purchaser’s address is:
Attention: The National Project Coordinator
Address: AGCOM Offices - Food Systems Resilience Program
Off Chilambula Road, Opposite Malawi Revenue Authority
Domestic Taxes Office, P.O. Box 727, Lilongwe, Malawi
Floor/ Room number: Floor No 1 - Reception
City: Lilongwe
ZIP Code: 265
Country: Malawi
 Section II – Bid Data Sheet (BDS) 41

Telephone: +265 999 844 390

Email: teddie.nakhumwa@agcom.gov.mw
Copy: silvester.tsokonombwe@agcom.gov.mw
Requests for clarification should be received by the Purchaser no later than: 14
days before closing date

ITB 7.1 Web page: www.agcom.gov.mw

ITB 7.4 A Pre-Bid meeting shall take place at the following date, time and place:
Date: 28th November, 2024
Time: 10.00 am
Place: Lilongwe, Hotel

C. Preparation of Bids
ITB 10.1 The language of the Bid is: English.
All correspondence exchange shall be in English language.
Language for translation of supporting documents and printed literature is English.

ITB 11.1 (k) The Bidder shall submit with its Bid the following additional documents: N/A

ITB 13.1 Alternative Bids are not permitted.

ITB 13.2 Alternatives to the Time Schedule shall NOT be permitted.

ITB 13.4 Alternative technical solutions shall NOT be permitted.

ITB 15.2 Prequalification has not been undertaken.

ITB 16.2 (a) In addition to the topics described in ITB Clause 16.2 (a), the Preliminary
Project Plan must address the following topics:
(a) Project Organization and Management Sub-Plan, including
management authorities, responsibilities, and contacts, as well as
task, time and resource-bound schedules (in GANTT format);
(b) Implementation Sub-Plan;
(c) Training Sub-Plan;
(d) Testing and Quality Assurance Sub-Plan;
(e) Warranty Defect Repair and Technical Support Service Sub-Plan
 Section II – Bid Data Sheet (BDS) 42

(f) Pre-commissioning and User Acceptance Testing plan

(g) Operational and Final Acceptance Testing Plan
(h) Risk Management Procedures
(i) Change control procedures

ITB 16.3 In the interest of effective integration, cost-effective technical support, and
reduced re-training and staffing costs, Bidders are required to offer specific
brand names and models for the following limited number of specific items:
None

ITB 17.2 The Bidder must bid Recurrent Cost Items

ITB 17.2 The Bidder must not bid for contracts of Recurrent Cost Items not included in
the main Contract.

ITB 17.5 The Incoterms edition is: 2020

ITB 17.5 (a) Named place of destination is

AGCOM/FSRP Offices, Ministry of Agriculture, Lilongwe Malawi.

ITB 17.6 Named place of final destination (or Project site) is:
AGCOM/FSRP Offices, Ministry of Agriculture, Lilongwe Malawi

ITB 17.8 ITB 17.8 is modified as follows: N/A

ITB 17.9 The prices quoted by the Bidder shall be subject to adjustment during the
performance of the Contract.

ITB 18.1 The Bidder is not required to quote in the currency of the Purchaser’s Country
the portion of the Bid price that corresponds to expenditures incurred in that
currency.

ITB 19.1 The Bid shall be valid until: 12th April, 2025

ITB 19.3 (a) The Bid price shall be adjusted by the following factor(s): General inflations

ITB 20.1 A Bid Security shall not be required.

A Bid securing declaration shall be required.

ITB 20.3 (d) Other types of acceptable securities: Not Applicable

ITB 20.9 If the Bidder incurs any of the actions prescribed in subparagraphs (a) or (b) of
this provision, the Purchaser may declare the Bidder disqualified to be awarded
a contract by the Purchaser for a period of two years.
 Section II – Bid Data Sheet (BDS) 43

ITB 21.1 In addition to the original of the Bid, the number of copies is: Four (4)

ITB 21.3 The written confirmation of authorization to sign on behalf of the Bidder shall
consist of: Power of Attorney

D. Submission and Opening of Bids

ITB 23.1 For Bid submission purposes only, the Purchaser’s address is:

Attention: The Chairperson

Street Address: Internal Procurement and Disposal Committee
Ministry of Agriculture
Agricultural Commercialisation (AGCOM) Project
Opposite MRA Domestic Tax Offices
Off Paul Kagame Road
P.O. Box 727
Lilongwe
Malawi
Floor/ Room number: Floor No 1 - AGCOM Reception
City: Lilongwe
ZIP/Postal Code: 265
Country: Malawi
The deadline for Bid submission is:
Date: 13th December, 2024
Time: 10:00 hours local time

ITB 23.1 Bidders shall not have the option of submitting their Bids electronically.

ITB 26.1 The Bid opening shall take place at:

Street Address Agricultural Commercialisation (AGCOM) Project - Offices
Off Paul Kagame Road
Opposite MRA Domestic Tax Offices
P.O. Box 727
Lilongwe
Malawi

Floor First Floor – AGCOM Conference Room

City: Lilongwe
Country: Malawi
Date: 13th December, 2024
 Section II – Bid Data Sheet (BDS) 44

Time: 10:00 hours local time

ITB 26.1 N/A

ITB 26.6 The Letter of Bid and Price Schedules shall be initialed by ONE representative
of the Purchaser conducting Bid opening.
Each Bid shall be initialed and shall be numbered, any modification to the
unit or total price shall be initialed by the Representative of the Purchaser.

E. Evaluation, and Comparison of Bids

ITB 31.3 The adjustment shall be based on the highest price of the item or component as
quoted in other substantially responsive Bids. If the price of the item or
component cannot be derived from the price of other substantially responsive
Bids, the Purchaser shall use its best estimate. If the missing Goods and
Services are a scored technical feature, the relevant score will be set at zero.

ITB 33.1 The currency(ies) of the Bid shall be converted into a single currency as
follows: United States Dollars
The currency that shall be used for Bid evaluation and comparison purposes to
convert all Bid prices expressed in various currencies into a single currency is:
United States Dollars
The source of exchange rate shall be: Reserve Bank of Malawi
The date for the exchange rate shall be: the day of bid submission

ITB 35.4 The Purchaser’s evaluation of responsive Bids will take into account technical
factors, in addition to cost factors as specified in Section III, Bid Evaluation
and Qualification Criteria.

ITB 35.4 If rated criterion is used:

The total weight “X” for the technical features in the Evaluated Bid Score is:
100%
The technical evaluation categories and the features to be evaluated within each
category are as follows:
Max-
Category Feature Points imum
Points
Matching Grant Module 10
Subproject Technical Imple-
mentation Support (TIS) Ser- 10
FSRP-MIS
vices Module
Solution
Monitoring and Evaluation
10
Module
Project Management Module 10 50
 Section II – Bid Data Sheet (BDS) 45

Reporting Module 5
Systems Administration and
Management Functions Re-
5
quired to be met by the In-
formation System
Phase I. Start-up 4
Phase II. Review and analysis 4
Phase III. Drafting technical
4
specifications
Phase IV. Development of
Implementa- 4
FSRP-MIS
tion Plan
Phase V. Training 4
Phase VI. Deployment of
3
FSRP-MIS
Phase VII. Support and
2
maintenance 25
Bidders Ex- Key personnel available 10
pertise Bidding firm's experience 10 20
Warranty - 2 years 3
Technical
Technical Support - 12
Support 1
months
and Warran-
ty System Enhancement - 10% 1
NO COST improvements 5
Total 100
ITB 35.8 Bids for Subsystems, lots, or slices of the overall Information System will not
be accepted.
Discount that are conditional on the award of more than one Subsystem, lot, or
slice may be offered in Bids and such discounts shall not be considered in the
price evaluation.

ITB 39.3 As an additional qualification measures and part of evaluation, the Information
System (or components/parts of it) offered by the Bidder with the Most
Advantageous Bid may be subjected to the following prior to Contract award:
a) Demonstration tests – The purchaser may require demonstration tests to
determine that the performance or functionality of the Information System
offered meets those stated in the Technical Requirements.
b) Reference site visits – The Purchaser at its own cost may require to visit
the reference sites for the system provided by the bidder where similar
system was installed and commissioned in order to study and understand
the practical designing and implementational challenges.
c) Documentation reviews – The bidder will be required to make available at
least the following documents for purposes of review by the purchaser:
i. Notice of Contract award for previous assignments
ii. Contract documents for previous assignments
 Section II – Bid Data Sheet (BDS) 46

iii. Project Implementation Plans for previous assignments

iv. Operational Acceptance Reports for previous assignments
v. Final Acceptance Reports for previous assignments
vi. End of Project/Assignment Report for previous assignments.

ITB 41 The Standstill Period is 10 Business Days from the date the Purchaser has
transmitted to all Proposers that submitted Proposals, the Notification of its
Intention to Award the Contract to the successful Proposer.

ITB 43 The award will be made on the basis of rated criteria pursuant to ITB 35.7, if
applicable, in accordance with Section III, Evaluation and Qualification
Criteria.

ITB 44 The maximum percentage by which quantities may be increased is: 15 percent
The maximum percentage by which quantities may be decreased is: 15 percent
The items for which the Purchaser may increase or decrease the quantities are
the following. All items

ITB 48 There will be no Adjudicator under this Contract.

 47

SECTION III - EVALUATION AND QUALIFICATION

CRITERIA
This Section contains the criteria that the Purchaser shall use to evaluate Bids and qualify Bid-
ders. No other factors, methods or criteria shall be used. The Bidder shall provide all the infor-
mation requested in the forms included in Section IV, Bidding Forms.
 48

1. Evaluation
The Purchaser will evaluate and compare the Bids that have been determined to be
substantially responsive, pursuant to ITB 30.
If indicated by the BDS, the Purchaser’s evaluation of responsive Bids will take into
account technical factors, in addition to cost factors.
In such a case, an Evaluated Bid Score (B) will be calculated for each responsive Bid
using the following formula, which permits a comprehensive assessment of the Bid price
and the technical merits of each Bid:
low
≡ + (1 − )
high
where
C = Evaluated Bid Price
C low = the lowest of all Evaluated Bid Prices among responsive Bids
T = the total Technical Score awarded to the Bid
Thigh = the Technical Score achieved by the Bid that was scored best among all responsive
Bids
X = weight for the Price as specified in the BDS
The Bid with the best evaluated Bid Score (B) among responsive Bids shall be the Most
Advantageous Bid provided the Bidder was prequalified and/or it was found to be qualified
to perform the Contract in accordance with ITB 39.

The bid evaluation weighted score will be calculated as follows:

The weight of the Technical (1-X) = 70%, i.e. (1-X) = 0.7
The weight of the Price (X) = 30%, i.e. X=0.30
Note: The minimum score of the technical proposal shall be 75%

Post qualification Criteria

Financial Capability
The Bidder shall furnish documentary evidence that it meets the following financial
requirement(s):
(a) Average annual volume of supply for a period January 2021-December 2023 of
at least 75% of the value of the bid

(b) Access to credit facilities of equivalent to the bid amount

 Section III – Evaluation and Qualification Criteria 49

Experience and Technical Capacity

The Bidder shall furnish documentary evidence to demonstrate that it meets the fol-
lowing staff requirement and experience:

No. Position Required Qualification and Experience

1 Team  A minimum of a Master’s Degree in an Information Technology
Leader/Information related field preferably Computer Sciences; Qualifications in
Systems Expert Project Management will be an added advantage.
 Demonstrated experience in designing, developing, and support-
ing the implementation of web-based information systems;
 Experience in web programming languages, standards, and
technologies, especially PHP, HTML, CSS, and JavaScript, API
integration as well as content management systems;
 Solid understanding of the concepts of user experience, user in-
terface design principles, and conceptual design with proven ex-
perience in designing intuitive and visually appealing user inter-
faces.
 Demonstrated experience in the development of similar systems
for donor-funded projects
 Minimum of 10 years’ experience in similar assignments
10
2 System Analyst  Master Degree in IT/Computer Science/Systems Analysis/ Sys-
tem Architect;
 Recognized International certification in IT systems architec-
ture;
 At least 8 years of work experience, out of which at least 5 years
is in designing IT systems architecture;
 Experience as Lead IT Architect of at least 1 similar project in-
volving review and analysis of business processes and design
the systems architecture;
 Fluency in spoken and written English language; and
 Proven experience in English speaking countries.
5
3 Software  BSc. degree in IT/Computer Science/Informatics;
Developer  Experience in web programming languages, standards, and
technologies, especially PHP, HTML, CSS, and JavaScript, API
integration as well as content management systems;
 Solid understanding of the concepts of user experience, user in-
terface design principles, and conceptual design with proven ex-
perience in designing intuitive and visually appealing user inter-
Section III – Evaluation and Qualification Criteria 50

faces.
 Practical experience in designing and coding web-based SQL
database systems using modern programming languages such as
T-SQL, ASP.Net, ADO.net, or C++ or experience in program-
ming in a relevant middle-tier language.
 Solid understanding of database design principles and experi-
ence in working with databases.
 Five years of experience in coding for medium to large-scale
similar database systems.
 A general understanding of the design, development, and testing
stages of the Software Development Life cycle.
 Proficiency in spoken and written English.

If, in addition to the cost factors, the Purchaser has chosen to give weight to important
technical factors (i.e., the price weight, X, is less than 1 in the evaluation), that cannot be
reduced to life-cycle costs or pass/fail criteria, the Total Technical Points assigned to each
Bid in the Evaluated Bid Formula will be determined by adding and weighting the scores
assigned by an evaluation committee to technical features of the Bid in accordance with the
criteria set forth below.
(a) The technical features to be evaluated are generally defined below and specifically
identified in the BDS:

(i) Performance, capacity, or functionality features that either exceed levels specified
as mandatory in the Technical Requirements; and/or influence the life-cycle cost
and effectiveness of the Information System.

(ii) Usability features, such as ease of use, ease of administration, or ease of expan-
sion, which influence the life-cycle cost and effectiveness of the Information Sys-
tem.
(iii) The quality of the Bidder’s Preliminary Project Plan as evidenced by the
thoroughness, reasonableness, and responsiveness of: (a) the task and resource
schedules, both general and specific, and (b) the proposed arrangements for
management and coordination, training, quality assurance, technical support,
logistics, problem resolution, and transfer of knowledge, and other such activities
as specified by the Purchaser in Section VII, Technical Requirements or proposed
by the Bidder based on the Bidder’s experience.
(iv) Any sustainable procurement requirement if specified in Section VII-
Requirements of the Information System.
(b) Feature scores will be grouped into a small number of evaluation categories, generally
defined below and specifically identified in the BDS, namely:
(i) The technical features that reflect how well the Information System meets the
Section III – Evaluation and Qualification Criteria 51

Purchaser’s Business Requirements (including quality assurance and risk-

containment measures associated with the implementation of the Information
System).
(ii) The technical features that reflect how well the Information System meets the
System’s Functional Performance Standards.
(iii) The technical features that reflect how well the Information System meets the
General Technical Requirements for hardware, network and communications,
Software, and Services.
(c) As specified in the BDS, each category will be given a weight and within each
category each feature may also be given a weight.
(d) During the evaluation process, the evaluation committee will assign each
desirable/preferred feature a whole number score from 0 to 4, where 0 means that the
feature is absent, and 1 to 4 either represent predefined values for desirable features
amenable to an objective way of rating (as is the case for, e.g., extra memory, or extra
mass storage capacity, etc., if these extras would be conducive for the utility of the
system), or if the feature represents a desirable functionality (e.g., of a software
package) or a quality improving the prospects for a successful implementation (such as
the strengths of the proposed project staff, the methodology, the elaboration of the
project plan, etc., in the bid), the scoring will be 1 for the feature being present but
showing deficiencies; 2 for meeting the requirements; 3 for marginally exceeding the
requirements; and 4 for significantly exceeding the requirements.
(e) The score for each feature (i) within a category (j) will be combined with the scores of
features in the same category as a weighted sum to form the Category Technical Score
using the following formula:

≡ ji ∗ ji

where:
tji = the technical score for feature “i” in category “j”
wji = the weight of feature “i” in category “j”
k = the number of scored features in category “j”
and ∑ ji =1
(f) The Category Technical Scores will be combined in a weighted sum to form the total
Technical Bid Score using the following formula:

≡ ∗

where:
Section III – Evaluation and Qualification Criteria 52

Sj = the Category Technical Score of category “j”

Wj = the weight of category “j” as specified in the BDS
n = the number of categories
and ∑ =1

1.1 Technical Evaluation (ITB 35.3 to ITB 35.4)

In addition to the criteria listed in ITB 35.3 (a) and (e), the following factors shall apply:

Maximum Maximum
Category Feature
Points Points
Matching Grant Module 10
Subproject Technical Implementation Support
10
(TIS) Services Module
FSRP-MIS So- Monitoring and Evaluation Module 10
lution Project Management Module 10
Reporting Module 5
Systems Administration and Management Func-
tions Required to be met by the Information Sys- 5
tem 50
Phase I. Start-up 4
Phase II. Review and analysis 4
Phase III. Drafting technical specifications 4
Implementation
Phase IV. Development of FSRP-MIS 4
Plan
Phase V. Training 4
Phase VI. Deployment of FSRP-MIS 3
Phase VII. Support and maintenance 2 25
Bidders Exper- Key personnel available 10
tise Bidding firm's experience 10 20
Warranty - 2 years 3
Technical Sup- 1
Technical Support - 12 months
port
and Warranty System Enhancement - 10% NO COST im- 1
provements 5
Total 100

1.2 Economic Evaluation

Section III – Evaluation and Qualification Criteria 53

The following factors and methods will apply:

(a) Time Schedule:
Time to complete the Information System from the effective date specified in Article 3
of the Contract Agreement for determining time for completion of pre-commissioning
activities is: 12 Calendar Months. No credit will be given for earlier completion.

(b)Recurrent Costs
Since the operation and maintenance of the system being procured form a major part
of the implementation, the resulting recurrent costs will be evaluated according to the
principles given hereafter, including the cost of recurrent cost items for the initial
period of operation stated below, based on prices furnished by each Bidder in Price
Schedule Nos. 3.3 and 3.5.
Recurrent cost items for post- warranty service period if subject to evaluation shall be
included in the main contract or a separate contract signed together with the main
contract.
Such costs shall be added to the Bid price for evaluation.
Option 1: The recurrent costs factors for calculation of the implementation schedule
are:
(i) number of years for implementation
(ii) hardware maintenance
(iii) software licenses and updates
(iv) technical services
(v) telecommunication services, and
(vi) other services (if any).
The Recurrent Costs (R) are reduced to net present value and determined using the
following formula:

≡
(1 + )

where
N = number of years of the Warranty Period, defined in SCC Clause 29.4
M = number of years of the Post-Warranty Services Period, as defined in SCC
Clause 1.1.(e) (xii)
x = an index number 1, 2, 3, ... N + M representing each year of the combined
Warranty Service and Post-Warranty Service Periods.
Section III – Evaluation and Qualification Criteria 54

Rx = total Recurrent Costs for year “x,” as recorded in the Recurrent Cost Sub-
Table.
I = discount rate to be used for the Net Present Value calculation, as specified
in the PDS 35.3.
or Option 2: Not Applicable
Reference to the methodology specified in the Specification or elsewhere in the
bidding document.
(c) Specific additional criteria
The relevant evaluation method, if any, shall be as follows: N/A
___________________________________________________________

1.3 Technical alternatives

If invited in accordance with ITB 13.4, will be evaluated as follows: N/A
Section III – Evaluation and Qualification Criteria 55

2. Qualification

Factor

2.1 ELIGIBILITY
Criteria
Bidder
Sub-Factor Single Entity Joint Venture (existing or intended) Documentation
Requirement All Each mem- At least one Required
members ber member
combined
2.1.1 Nationality Nationality in accordance with Must meet Must meet Must meet N/A Form ELI –2.1.1
ITB 4.4. requirement requirement requirement and 2.1.2, with
attachments
2.1.2 Conflict of No- conflicts of interests as Must meet Must meet Must meet N/A Letter of Bid
Interest described in ITB 4.2. requirement requirement requirement

2.1.3 Bank Not having been declared ineli- Must meet Must meet Must meet N/A Letter of Bid
Ineligibility gible by the Bank as described requirement requirement requirement
in ITB 4.5.
2.1.4 State owned Compliance with conditions of Form ELI –2.1.1
Entity of the Borrower ITB 4.6 Must meet Must meet Must meet and 2.1.2, with
N/A
country requirement requirement requirement attachments
Section III – Evaluation and Qualification Criteria 56

Factor

2.1 ELIGIBILITY
Criteria
Bidder
Sub-Factor Single Entity Joint Venture (existing or intended) Documentation
Requirement All Each mem- At least one Required
members ber member
combined
2.1.5 United Nations Not having been excluded as Letter of Bid
resolution or a result of prohibition in the
Borrower’s country law Borrower’s country laws or
official regulations against
commercial relations with Must meet Must meet Must meet
N/A
the Bidder’s country, or by requirement requirement requirement
an act of compliance with
UN Security Council resolu-
tion, both in accordance with
ITB 4.8
Section III – Evaluation and Qualification Criteria 57

Factor

2.2 HISTORICAL CONTRACT NON-PERFORMANCE

Criteria
Bidder
Sub-Factor Documentation
Requirement Joint Venture (existing or intended) Required
Single Entity All members Each At least one
combined member member

2.2.1 History of non- Non-performance of a con- Must meet

performing contracts tract1 did not occur as a re- requirement by
sult of Bidder’s default since itself or as Must meet
N/A N/A Form CON - 2
1st January 2009. member to requirement2
past or existing
JV

2.2.2 Suspension Suspension Based on Execution Not under

of Bid Securing Declaration by suspension
the Employer or withdrawal of based on
the Bid within Bid validity execution of a
Bid Securing
Declaration Must meet Must meet Must meet
Letter of Bid
pursuant to requirement requirement requirement
ITB 4.7 or
withdrawal of
the Bid
pursuant ITB
20.10

1
Nonperformance, as decided by the Purchaser, shall include all contracts where (a) nonperformance was not challenged by the contractor, including through
referral to the dispute resolution mechanism under the respective contract, and (b) contracts that were so challenged but fully settled against the contractor.
Nonperformance shall not include contracts where Purchaser decision was overruled by the dispute resolution mechanism. Nonperformance must be based on all
information on fully settled disputes or litigation, i.e. dispute or litigation that has been resolved in accordance with the dispute resolution mechanism under the
respective contract and where all appeal instances available to the applicant have been exhausted.
2
This requirement also applies to contracts executed by the Applicant as JV member.
Section III – Evaluation and Qualification Criteria 58

Factor

2.2 HISTORICAL CONTRACT NON-PERFORMANCE

Criteria
Bidder
Sub-Factor Documentation
Requirement Joint Venture (existing or intended) Required
Single Entity All members Each At least one
combined member member

2.2.3 Pending Litiga- Bidder’s financial position

tion and prospective long-term Must meet
profitability still sound ac- requirement by
cording to criteria estab- itself or as Must meet
N/A N/A Form CON – 2
lished in 2.3.1 below and member to requirement
assuming that all pending past or existing
litigation will be resolved JV
against the Bidder.

Factor

2.3 FINANCIAL SITUATION

Criteria
Bidder
Documentation
Sub-Factor Joint Venture (existing or intended)
Requirement Required
Single Entity All members Each At least one
combined member member
Section III – Evaluation and Qualification Criteria 59

Factor

2.3 FINANCIAL SITUATION

Criteria
Bidder
Documentation
Sub-Factor Joint Venture (existing or intended)
Requirement Required
Single Entity All members Each At least one
combined member member
2.3.1 Historical Submission of audited balance
Financial Performance sheets or if not required by the
law of the Bidder’s country,
other financial statements ac-
ceptable to the Purchaser, for
the last 3 years (January
2021-December 2023) to Must meet Must meet Form FIN – 2.3.1
N/A N/A
demonstrate the current sound- requirement requirement with attachments
ness of the Bidders financial
position and its prospective
long-term profitability.

2.3.2 Average Minimum average annual

Annual Turnover turnover of US$1,500,000.00
calculated as total certified
payments received for Must meet Must meet N/A N/A
contracts in progress or Form FIN –2.3.2
requirement requirement
completed, within the last 3
years (January 2021-
December 2023
Section III – Evaluation and Qualification Criteria 60

Factor

2.3 FINANCIAL SITUATION

Criteria
Bidder
Documentation
Sub-Factor Joint Venture (existing or intended)
Requirement Required
Single Entity All members Each At least one
combined member member
2.3.3 Financial The Bidder must demonstrate
Resources access to lines of credit.
Proof of availability of credit
lines by way of a bank letter
from a bank acknowledgeable
by the Reserve bank of Malawi N/A N/A
in amount not less than Must meet Must meet
Form FIN –2.3.3
US$500,000. requirement requirement
Section III – Evaluation and Qualification Criteria 61

Factor

2.4 EXPERIENCE
Criteria
Bidder
Sub-Factor Documentation
Requirement Joint Venture (existing or intended)
Required
Single Entity All members Each At least one
combined member member
2.4.1 General Experience under Information
Experience System contracts in the role of
prime supplier, management con- Must meet Must meet
tractor, JV member, or subcon- requirement N/A requirement N/A Form EXP-2.4.1
tractor for at least the last 5 years
prior to the applications submis-
sion deadline.
2.4.2 Specific Participation as a prime supplier,
Experience management contractor, JV1
member, sub-contractor, in at least
2 contracts within the last 5 years,
each with a value of at least Must meet
US$600,000, that have been suc- Must meet Form EXP 2.4.2
Must meet requirement for
cessfully and substantially com- requirements for N/A
requirement one
pleted and that are similar to the all characteristics
characteristic
proposed Information System
(systems with modules in ei-
ther registration, licensing,
payment, and permits).

1
For contracts under which the Bidder participated as a joint venture member or sub-contractor, only the Bidder’s share, by value, and role and
responsibilities shall be considered to meet this requirement.
Section III – Evaluation and Qualification Criteria 62

2.6 Personnel

The Bidder must demonstrate that it will have the personnel for the key positions that meet the
following requirements (Please refer to Section III, 1C). The Bidder shall provide details of the
proposed personnel and their experience records in the relevant Forms included in Section IV,
Bidding Forms.

2.6 Subcontractors/vendors/manufacturers
Subcontractors/vendors/manufacturers for the following major items of supply or services must
meet the following minimum criteria, herein listed for that item:

Item
Description of Item Minimum Criteria to be met
No.
1 NA NA
2 NA NA
3 NA NA

Failure to comply with this requirement will result in rejection of the subcontractor/vendor.
In the case of a Bidder who offers to supply and install major items of supply under the contract
that the Bidder did not manufacture or otherwise produce, the Bidder shall provide the
manufacturer’s authorization, using the form provided in Section IV, showing that the Bidder has
been duly authorized by the manufacturer or producer of the related sub system or component to
supply and install that item in the Purchaser’s Country. The Bidder is responsible for ensuring
that the manufacturer or producer complies with the requirements of ITB 4 and 5 and meets the
minimum criteria listed above for that item.
Section IV – Bidding Forms 63

SECTION IV - BIDDING FORMS

Table of Forms
Letter of Bid64
Historical Contract Non-Performance and Pending Litigation78
Experience - General Experience79
Specific Experience81
Financial Situation84
Historical Financial Performance84
Average Annual Turnover86
Financial Resources87
Form of Bid Security (Bid Bond)103
Form of Bid-Securing Declaration104
Section IV – Bidding Forms 64

Letter of Bid
INSTRUCTIONS TO BIDDERS: DELETE THIS BOX ONCE YOU HAVE COMPLETED THE
DOCUMENT
The Bidder must prepare this Letter of Bid on stationery with its letterhead clearly showing the
Bidder’s complete name and business address.
Note: All italicized text is to help Bidders in preparing this form.

Date of this Bid submission: [insert date (as day, month and year) of Bid submission]
RFB No.: [insert number of RFB process]
Alternative No.: [insert identification No if this is a Bid for an alternative]

To: [insert complete name of Purchaser]

(a) No reservations: We have examined and have no reservations to the bidding
document, including Addenda issued in accordance with Instructions to Bidders
(ITB 8);
(b) Eligibility: We meet the eligibility requirements and have no conflict of interest
in accordance with ITB 4;
(c) Bid-Securing Declaration: We have not been suspended nor declared ineligible
by the Purchaser based on execution of a Bid-Securing Declaration in the Pur-
chaser’s Country in accordance with ITB 4.7;
(d) Conformity: We offer to provide design, supply and installation services in con-
formity with the bidding document of the following: [insert a brief description of
the IS Design, Supply and Installation Services];
(e) Bid Price: The total price of our Bid, excluding any discounts offered in item (f)
below is: [Insert one of the options below as appropriate]
[Option 1, in case of one lot:] Total price is: [insert the total price of the Bid in
words and figures, indicating the various amounts and the respective currencies];
Or
[Option 2, in case of multiple lots:] (a) Total price of each lot [insert the total price of
each lot in words and figures, indicating the various amounts and the respective
currencies]; and (b) Total price of all lots (sum of all lots) [insert the total price of all
lots in words and figures, indicating the various amounts and the respective
currencies];
(f) Discounts: The discounts offered and the methodology for their application are:
Section IV – Bidding Forms 65

(i) The discounts offered are: [Specify in detail each discount offered.]
(ii) The exact method of calculations to determine the net price after application
of discounts is shown below: [Specify in detail the method that shall be used
to apply the discounts];
(g) Bid Validity Period: Our Bid shall be valid for the period specified in BDS ITB
19.1 (as amended if applicable) from the date fixed for the Bid submission dead-
line (specified in BDS ITB 23.1 (as amended if applicable), and it shall remain
binding upon us and may be accepted at any time before the expiration of that pe-
riod;
(h) Performance Security: If our Bid is accepted, we commit to obtain a Perfor-
mance Security in accordance with the bidding document;
(i) One Bid Per Bidder: We are not submitting any other Bid(s) as an individual
Bidder, and we are not participating in any other Bid(s) as a Joint Venture mem-
ber, and meet the requirements of ITB 4.3, other than alternative Bids submitted
in accordance with ITB 13;
(j) Suspension and Debarment: We, along with any of our subcontractors, suppli-
ers, consultants, manufacturers, or service providers for any part of the contract,
are not subject to, and not controlled by any entity or individual that is subject to,
a temporary suspension or a debarment imposed by the World Bank Group or a
debarment imposed by the World Bank Group in accordance with the Agreement
for Mutual Enforcement of Debarment Decisions between the World Bank and
other development banks. Further, we are not ineligible under the Purchaser’s
Country laws or official regulations or pursuant to a decision of the United Na-
tions Security Council;
(k) State-owned enterprise or institution: [select the appropriate option and delete
the other] [We are not a state-owned enterprise or institution] / [We are a state-
owned enterprise or institution but meet the requirements of ITB 4.6];
(l) Commissions, gratuities and fees: We have paid, or will pay the following
commissions, gratuities, or fees with respect to the Bidding process or execution
of the Contract: [insert complete name of each Recipient, its full address, the rea-
son for which each commission or gratuity was paid and the amount and currency
of each such commission or gratuity]

Name of Recipient Address Reason Amount

(If none has been paid or is to be paid, indicate “none.”)

Section IV – Bidding Forms 66

(m)Binding Contract: We understand that this Bid, together with your written ac-
ceptance thereof included in your Letter of Acceptance, shall constitute a binding
contract between us, until a formal contract is prepared and executed;
(n) Not Bound to Accept: We understand that you are not bound to accept the lowest
evaluated cost Bid, the Most Advantageous Bid or any other Bid that you may re-
ceive; and
(o) Fraud and Corruption: We hereby certify that we have taken steps to ensure
that no person acting for us or on our behalf engages in any type of Fraud and
Corruption.

Name of the Bidder: *[insert complete name of person signing the Bid]

Name of the person duly authorized to sign the Bid on behalf of the Bidder: **[insert
complete name of person duly authorized to sign the Bid]

Title of the person signing the Bid: [insert complete title of the person signing the Bid]

Signature of the person named above: [insert signature of person whose name and
capacity are shown above]

Date signed [insert date of signing] day of [insert month], [insert year]
Section IV – Bidding Forms 67

3. PRICE SCHEDULE FORMS

Notes to Bidders on working with the Price Schedules

General
1. The Price Schedules are divided into separate Schedules as follows:
3.1 Grand Summary Cost Table
3.2 Supply and Installation Cost Summary Table
3.3 Recurrent Cost Summary Table
3.4 Supply and Installation Cost Sub-Table(s)
3.5 Recurrent Cost Sub-Tables(s)
3.6 Country of Origin Code Table
[insert: any other Schedules as appropriate ]
2. The Schedules do not generally give a full description of the information technologies
to be supplied, installed, and operationally accepted, or the Services to be performed
under each item. However, it is assumed that Bidders shall have read the Technical
Requirements and other sections of these bidding documents to ascertain the full scope
of the requirements associated with each item prior to filling in the rates and prices.
The quoted rates and prices shall be deemed to cover the full scope of these Technical
Requirements, as well as overhead and profit.
3. If Bidders are unclear or uncertain as to the scope of any item, they shall seek
clarification in accordance with the Instructions to Bidders in the bidding documents
prior to submitting their bid.
Pricing
4. Prices shall be filled in indelible ink, and any alterations necessary due to errors, etc.,
shall be initialed by the Bidder. As specified in the Bid Data Sheet, prices shall be
fixed and firm for the duration of the Contract.
5. Bid prices shall be quoted in the manner indicated and in the currencies specified in
ITB 18.1 and ITB 18.2. Prices must correspond to items of the scope and quality
defined in the Technical Requirements or elsewhere in these bidding documents.
6. The Bidder must exercise great care in preparing its calculations, since there is no
opportunity to correct errors once the deadline for submission of bids has passed. A
single error in specifying a unit price can therefore change a Bidder’s overall total bid
price substantially, make the bid noncompetitive, or subject the Bidder to possible loss.
The Purchaser will correct any arithmetic error in accordance with the provisions of
ITB 32.
Section IV – Bidding Forms 68

7. Payments will be made to the Supplier in the currency or currencies indicated under
each respective item. As specified in ITB 18.2, no more than three foreign currencies
may be used.
Section IV – Bidding Forms 69

3.1 Grand Summary Cost Table

[ insert: Local [ insert: Foreign [ insert: Foreign [ insert: Foreign

Currency ] Currency A ] Currency B ] Currency C]
Price Price Price Price

1. Supply and Installation Costs (from

Supply and Installation Cost Summary
Table)

2. Recurrent Costs (from Recurrent Cost

Summary Table)

4. Grand Totals (to Bid Submission Form)

Name of Bidder:

Authorized Signature of Bidder:

Section IV – Bidding Forms 70

3.2 Supply and Installation Cost Summary Table

Costs MUST reflect prices and rates quoted in accordance with ITB 17 and 18.

Supply & Installation Prices

Locally Items supplied from outside the Purchaser’s Country
supplied
items

Line Supply and [ insert: [ insert: [ insert: [ insert: [ insert:

Item Installation Local Local Foreign Foreign Foreign
No. Subsystem / Item Cost Sub- Currency ] Currency ] Currency A] Currency B] Currency C]
Table No. Price Price Price Price Price

0 Project Plan -- -- -- -- -- --

1 Subsystem 1 1

SUBTOTALS

TOTAL (To Grand Summary Table)

Note: - - indicates not applicable. “Indicates repetition of table entry above. Refer to the relevant Supply and Installation
Cost Sub-Table for the specific components that constitute each Subsystem or line item in this summary table

Name of Bidder:

Authorized Signature of Bidder:

Section IV – Bidding Forms 71

3.3 Recurrent Cost Summary Table

Costs MUST reflect prices and rates quoted in accordance with ITB 17 and ITB 18.

[ insert: [ insert: [ insert: [ insert:

Line Recurrent Local Foreign Foreign Foreign
Item Cost Sub- Currency ] Currency A ] Currency B ] Currency C ]
No. Subsystem / Item Table No. Price Price Price Price

y Recurrent Cost Items

y.1 ____ y.1

Subtotals (to Grand Summary Table)

Note: Refer to the relevant Recurrent Cost Sub-Tables for the specific components that constitute the Subsystem or line
item in this summary table.

Name of Bidder:

Authorized Signature of Bidder:

 Section IV – Bidding Forms 72

3.4 Supply and Installation Cost Sub-Table [insert: identifying number]

Line item number: [specify: relevant line item number from the Supply and Installation Cost Summary Table (e.g.,
1.1)]

Prices, rates, and subtotals MUST be quoted in accordance with ITB 17 and ITB 18.

Unit Prices / Rates Total Prices

Supplied Supplied from outside the Purchaser’s Supplied Supplied from outside the Purchaser’s Country
Locally Country Locally
Compo- Component Country Quan- [ insert: [ insert [ insert: [ insert: [ insert: [ insert:
[ insert: [ insert: [ insert: [ insert:
nent Description of Origin tity local foreign foreign foreign local local foreign foreign foreign
local
No. Code currency currency currency currency currency currency
currency] currency] currency] currency]
A] B] C] A] B] C]

X.1 ____ -- -- -- -- -- -- --

Subtotals (to [ insert: line item ] of Supply and Installation Cost Summary Table)

Note: - - indicates not applicable.

Name of Bidder:

Authorized Signature of Bidder:

Section IV – Bidding Forms 73

3.5 Recurrent Cost Sub-Table [insert: identifying number] -- Warranty Period

Lot number: [if a multi-lot procurement, insert: lot number, otherwise state “single lot procurement”]
Line item number: [specify: relevant line item number from the Recurrent Cost Summary Table – (e.g., y.1)]
Currency: [specify: the currency of the Recurrent Costs in which the costs expressed in this Sub-Table are
expressed]
[As necessary for operation of the System, specify: the detailed components and quantities in the Sub-Table below for the line item
specified above, modifying the sample components and sample table entries as needed. Repeat the Sub-Table as needed to cover
each and every line item in the Recurrent Cost Summary Table that requires elaboration. ]

Costs MUST reflect prices and rates quoted in accordance with ITB 17 and ITB 18.

Maximum all-inclusive costs (for costs in [ insert: currency ])

Compone Sub-total for

nt Component Y1 Y2 Y3 Y4 ... Yn [ insert: currency ]
No.
1. Hardware Maintenance Incl. in Incl. in Incl. in
Warranty Warranty Warranty

2. Software Licenses & Updates Incl. in

Warranty

2.1 System and General-Purpose Incl. in

Software Warranty

2.2 Application, Standard and Incl. in

Custom Software Warranty

3. Technical Services
Section IV – Bidding Forms 74

Maximum all-inclusive costs (for costs in [ insert: currency ])

Compone Sub-total for

nt Component Y1 Y2 Y3 Y4 ... Yn [ insert: currency ]
No.
3.1 Sr. Systems Analyst

3.2 Sr. Programmer

3.3 Sr. Network Specialist, …..

etc.

4. Telecommunications costs [to

be detailed]

5. [Identify other recurrent costs

as may apply]

Annual Subtotals: --

Cumulative Subtotal (to [ insert: currency ] entry for [ insert: line item ] in the Recurrent Cost Summary Table)

Name of Bidder:

Authorized Signature of Bidder:

Section IV – Bidding Forms 75

3.6 Country of Origin Code Table

Country of Origin Country Country of Origin Country Code Country of Origin Country
Code Code
Section IV – Bidding Forms

Form ELI 2.1.1

Bidder Information Form
[The Bidder shall fill in this Form in accordance with the instructions indicated below.
No alterations to its format shall be permitted and no substitutions shall be accepted.]

Date: [insert date (as day, month and year) of Bid submission]
RFB No.: [insert number of Bidding process]
Alternative No.: [insert identification No if this is a Bid for an alternative]

Page ________ of_ ______ pages

1. Bidder’s Name [insert Bidder’s legal name]

2. In case of JV, legal name of each member : [insert legal name of each member in JV]

3. Bidder’s actual or intended country of registration: [insert actual or intended country of

registration]

4. Bidder’s year of registration: [insert Bidder’s year of registration]

5. Bidder’s Address in country of registration: [insert Bidder’s legal address in country of

registration]

6. Bidder’s Authorized Representative Information

Name: [insert Authorized Representative’s name]
Address: [insert Authorized Representative’s Address]
Telephone/Fax numbers: [insert Authorized Representative’s telephone/fax numbers]
Email Address: [insert Authorized Representative’s email address]

7. Attached are copies of original documents of [check the box(es) of the attached original
documents]
Articles of Incorporation (or equivalent documents of constitution or association), and/or
documents of registration of the legal entity named above, in accordance with ITB 4.4.
In case of JV, letter of intent to form JV or JV agreement, in accordance with ITB 4.1.
In case of state-owned enterprise or institution, in accordance with ITB 4.6 documents es-
tablishing:
 Legal and financial autonomy
 Operation under commercial law
 Establishing that the Bidder is not under the supervision of the Purchaser
Included are the organizational chart, a list of Board of Directors, and the beneficial owner-
ship.
Section IV – Bidding Forms

Form ELI 2.1.2

Bidder’s JV Members Information Form
[The Bidder shall fill in this Form in accordance with the instructions indicated below.
The following table shall be filled in for the Bidder and for each member of a Joint Ven-
ture]].
Date: [insert date (as day, month and year) of Bid submission]
RFB No.: [insert number of Bidding process]
Alternative No.: [insert identification No if this is a Bid for an alternative]

Page ________ of_ ______ pages

1. Bidder’s Name: [insert Bidder’s legal name]

2. Bidder’s JV Member’s name: [insert JV’s Member legal name]

3. Bidder’s JV Member’s country of registration: [insert JV’s Member country of regis-

tration]

4. Bidder’s JV Member’s year of registration: [insert JV’s Member year of registration]

5. Bidder’s JV Member’s legal address in country of registration: [insert JV’s Member

legal address in country of registration]

6. Bidder’s JV Member’s authorized representative information

Name: [insert name of JV’s Member authorized representative]
Address: [insert address of JV’s Member authorized representative]
Telephone/Fax numbers: [insert telephone/fax numbers of JV’s Member authorized repre-
sentative]
Email Address: [insert email address of JV’s Member authorized representative]

7. Attached are copies of original documents of [check the box(es) of the attached original
documents]
Articles of Incorporation (or equivalent documents of constitution or association), and/or regis-
tration documents of the legal entity named above, in accordance with ITB 4.4.
In case of a state-owned enterprise or institution, documents establishing legal and financial au-
tonomy, operation in accordance with commercial law, and they are not under the supervision
of the Purchaser in accordance with ITB 4.6.
Included are the organizational chart, a list of Board of Directors, and the beneficial ownership.
Section IV – Bidding Forms

Form CON – 2

Historical Contract Non-Performance and Pending Lit-

igation
In case a prequalification process was conducted this form should be used only if the
information submitted at the time of prequalification requires updating

Bidder’s Legal Name: _______________________ Date: _____________________

JV member Legal Name: _______________________ ___________________
RFB No.: __________________
Page _______ of _______ pages

Non-Performing Contracts in accordance with Section III, Evaluation and Qualification Criteria
Contract non-performance did not occur during the stipulated period, in accordance with Sub- Factor
2.2.1 of Section III, Evaluation Criteria

Pending Litigation, in accordance with Section III, Evaluation and Qualification Criteria
No pending litigation in accordance with Sub-Factor 2.2.3 of Section III, Evaluation Criteria
Pending litigation in accordance with Sub-Factor 2.2.3 of Section III, Evaluation Criteria, as
indicated below
Year Outcome as Total Contract Amount
Percent of (current value, US$
Contract Identification equivalent)
Total Assets

Contract Identification:
______ ______ Name of Purchaser: ___________
Address of Purchaser:
Matter in dispute:
Contract Identification:
______ ______ Name of Purchaser: ___________
Address of Purchaser:
Matter in dispute:
 Section IV – Bidding Forms

Form EXP 2.4.1

Experience - General Experience

Bidder’s Legal Name: ____________________________ Date: _____________________
JV Member Legal Name: ____________________________RFB No.: __________________
Page _______ of _______ pages

Starting Ending
Contract Identification Role of
Month / Month /
Year Year Years Bidder
*
Contract name:
______ ______ Brief Description of the Information System performed _________
by the Bidder:
Name of Purchaser:
Address:
Contract name:
______ ______ Brief Description of the Information System performed _________
by the Bidder:
Name of Purchaser:
Address:
Contract name:
______ ______ Brief Description of the Information System performed _________
by the Bidder:
Name of Purchaser:
Address:
Contract name:
______ ______ Brief Description of the Information System performed _________
by the Bidder:
Name of Purchaser:
Address:
 Section IV – Bidding Forms

Starting Ending
Contract Identification Role of
Month / Month /
Year Year Years Bidder
*
Contract name:
______ ______ Brief Description of the Information System performed _________
by the Bidder:
Name of Purchaser:
Address:
Contract name:
______ ______ Brief Description of the Information System performed _________
by the Bidder:
Name of Purchaser:
Address:
*List calendar year for years with contracts with at least nine (9) months activity per year
starting with the earliest year
Section IV – Bidding Forms

Form EXP – 2.4.2

Specific Experience
Bidder’s Legal Name: ___________________________ Date: _____________________
JV Member Legal Name: _________________________ RFB No.: __________________
Page _______ of _______ pages

Similar Contract Number: ___ of ___ Information

required.
Contract Identification _______________________________________
Award date _______________________________________
Completion date _______________________________________

Role in Contract
Prime Management Subcontractor
Supplier Contractor

Total contract amount __________________________ US$_______

__ ___
If member in a JV or subcontractor, speci-
fy participation of total contract amount __________% _____________ US$_______
Purchaser’s Name: _______________________________________
Address: _______________________________________
_______________________________________
Telephone/fax number: _______________________________________
E-mail: _______________________________________
Section IV – Bidding Forms

Form EXP – 2.4.2 (cont.)

Specific Experience (cont.)
Bidder’s Legal Name: ___________________________ Page _______ of _______ pages
JV Member Legal Name: ___________________________

Similar Contract No. __[insert specific Information

number] of [total number of contracts]
___ required
Description of the similarity in
accordance with Sub-Factor 2.4.2 of
Section III:

Amount _________________________________

Physical size _________________________________

Complexity _________________________________

Methods/Technology _________________________________

Key Activities _________________________________

Section IV – Bidding Forms

Form CCC

Summary Sheet: Current Contract Commitments / Work in Progress

Name of Bidder or partner of a Joint Venture

Bidders and each partner to an Joint Venture bid should provide information on their current
commitments on all contracts that have been awarded, or for which a letter of intent or
acceptance has been received, or for contracts approaching completion, but for which an
unqualified, full completion certificate has yet to be issued.
Name of contract Purchaser, contact Value of outstandingEstimated completion
Average monthly
address/tel./fax Information System date invoicing over last six
(current US$ months
equivalent) (US$/month)
1.
2.
3.
4.
5.
etc.
Section IV – Bidding Forms

Form FIN – 2.3.1

Financial Situation
Historical Financial Performance
Bidder’s Legal Name: _______________________ Date: _____________________
JV Member Legal Name: _______________________ RFB No.: __________________
Page _______ of _______ pages
To be completed by the Bidder and, if JV, by each member

Financial Historic information for previous ______ (__) years

information in (US$ equivalent in 000s)
US$ equivalent
Year 1 Year 2 Year 3 Year … Year n Avg. Avg.
Ratio
Information from Balance Sheet
Total Assets
(TA)
Total Liabilities
(TL)
Net Worth
(NW)
Current Assets
(CA)
Current
Liabilities (CL)
Information from Income Statement
Total Revenue
(TR)
Profits Before
Taxes (PBT)

Attached are copies of financial statements (balance sheets, including all related notes,
and income statements) for the years required above complying with the following
conditions:
(a) Must reflect the financial situation of the Bidder or member to a JV, and not sister
or parent companies
(b) Historic financial statements must be audited by a certified accountant
(c) Historic financial statements must be complete, including all notes to the financial
statements
Section IV – Bidding Forms

(d) Historic financial statements must correspond to accounting periods already

completed and audited (no statements for partial periods shall be requested or
accepted)
 Section IV – Bidding Forms

Form FIN – 2.3.2

Average Annual Turnover

Bidder’s Legal Name: ___________________________ Date: _____________________

JV Member Legal Name: ____________________________ RFB No.: __________________
Page _______ of _______ pages

Annual turnover data (applicable activities only)

Year Amount and Currency US$ equivalent
_________________________________________ ____________________
_________________________________________ ____________________
_________________________________________ ____________________
_________________________________________ ____________________
_________________________________________ ____________________
*Average _________________________________________ ____________________
Annual Con-
struction
Turnover
*Average annual turnover calculated as total certified payments received for work in
progress or completed, divided by the number of years specified in Section III,
Evaluation and Qualification Criteria, Sub-Factor 2.3.2.
Section IV – Bidding Forms

Form FIN 2.3.3

Financial Resources

Specify proposed sources of financing, such as liquid assets, unencumbered real assets,
lines of credit, and other financial means, net of current commitments, available to meet the
total construction cash flow demands of the subject contract or contracts as indicated in
Section III, Evaluation and Qualification Criteria
Source of financing Amount (US$ equivalent)
1.

2.

3.

4.
 Section IV – Bidding Forms

Personnel Capabilities

Name of Bidder or partner of a Joint Venture

1. Title of position
Name of prime candidate

2. Title of position
Name of prime candidate

3. Title of position
Name of prime candidate

4. Title of position
Name of prime candidate
 Section IV – Bidding Forms

Candidate Summary

Name of Bidder or partner of a Joint Venture

Position Candidate

Prime Alternate
Candidate Name of candidate Date of birth
information
Professional qualifications

Present Name of Employer

employment
Address of Employer

Telephone Contact (manager / personnel officer)

Fax Telex
Job title of candidate Years with present Employer

Summarize professional experience over the last twenty years, in reverse chronological
order. Indicate particular technical and managerial experience relevant to the project.

From To Company/Project/ Position/Relevant technical and management experience

Section IV – Bidding Forms

Technical Capabilities

Name of Bidder or partner of a Joint Venture

The Bidder shall provide adequate information to demonstrate clearly that it has the technical
capability to meet the requirements for the Information System. With this form, the Bidder
should summarize important certifications, proprietary methodologies, and/or specialized
technologies that the Bidder proposes to utilize in the execution of the Contract or Contracts.
Section IV – Bidding Forms

Manufacturer’s Authorization

Note: This authorization should be written on the letterhead of the Manufacturer and be signed by a
person with the proper authority to sign documents that are binding on the Manufacturer.

Invitation for Bids Title and No.: [Purchaser insert: RFB Title and Number]

To: [Purchaser insert: Purchaser’s Officer to receive the Manufacture’s Authorization]

WHEREAS [ insert: Name of Manufacturer ] who are official producers of [ insert: items
of supply by Manufacturer ] and having production facilities at [ insert: address of
Manufacturer ] do hereby authorize [ insert: name of Bidder or Joint Venture ] located at
[ insert: address of Bidder or Joint Venture ] (hereinafter, the “Bidder”) to submit a bid and
subsequently negotiate and sign a Contract with you for resale of the following Products
produced by us:

We hereby confirm that, in case the bidding results in a Contract between you and the
Bidder, the above-listed products will come with our full standard warranty.

Name [insert: Name of Officer] in the capacity of [insert: Title of Officer]

Signed ______________________________

Duly authorized to sign the authorization for and on behalf of: [ insert: Name of
Manufacturer ]

Dated this [ insert: ordinal ] day of [ insert: month ], [ insert: year ].

[add Corporate Seal (where appropriate)]
Section IV – Bidding Forms

Subcontractor’s Agreement

Note: This agreement should be written on the letterhead of the Subcontractor and be signed by a
person with the proper authority to sign documents that are binding on the Subcontractor.

Invitation for Bids Title and No.: [Purchaser insert: RFB Title and Number]

To: [Purchaser insert: Purchaser’s Officer to receive the Subcontractor’s Agreement]

WHEREAS [ insert: Name of Subcontractor ], having head offices at [ insert: address of

Subcontractor ], have been informed by [ insert: name of Bidder or Joint Venture ] located
at [ insert: address of Bidder or Joint Venture ] (hereinafter, the “Bidder”) that it will
submit a bid in which [ insert: Name of Subcontractor ] will provide [ insert: items of
supply or services provided by the Subcontractor ]. We hereby commit to provide the
above named items, in the instance that the Bidder is awarded the Contract.

Name [insert: Name of Officer] in the capacity of [insert: Title of Officer]

Signed ______________________________

Duly authorized to sign the authorization for and on behalf of: [insert: Name of
Subcontractor]

Dated this [ insert: ordinal ] day of [ insert: month ], [ insert: year ].

[add Corporate Seal (where appropriate)]
Section IV – Bidding Forms

List of Proposed Subcontractors

Item Proposed Subcontractor Place of Registration &

Qualifications
Section IV – Bidding Forms

INTELLECTUAL PROPERTY FORMS

Notes to Bidders on working with the Intellectual Property Forms

In accordance with ITB 11.1(j), Bidders must submit, as part of their bids, lists of all
the Software included in the bid assigned to one of the following categories: (A) System,
General-Purpose, or Application Software; or (B) Standard or Custom Software. Bidders
must also submit a list of all Custom Materials. These categorizations are needed to support
the Intellectual Property in the GCC and SCC.
Section IV – Bidding Forms

Software List

(select one per item) (select one per item)

General-
System Purpose Application Standard Custom
Software Item Software Software Software Software Software
Section IV – Bidding Forms

List of Custom Materials

Custom Materials
Section IV – Bidding Forms

CONFORMANCE OF INFORMATION SYSTEM MATERIALS

Section IV – Bidding Forms

Format of the Technical Bid

In accordance with ITB 16.2, the documentary evidence of conformity of the Information
System to the bidding documents includes (but is not restricted to):

(a). The Bidder’s Preliminary Project Plan, including, but not restricted, to the topics specified in
the BDS ITB 16.2. The Preliminary Project Plan should also state the Bidder’s assessment of
the major responsibilities of the Purchaser and any other involved third parties in System
supply and installation, as well as the Bidder’s proposed means for coordinating activities by
each of the involved parties to avoid delays or interference.
(b). A written confirmation by the Bidder that, if awarded the Contract, it shall accept
responsibility for successful integration and interoperability of all the proposed Information
Technologies included in the System, as further specified in the Technical Requirements.
(c). Item-by-Item Commentary on the Technical Requirements demonstrating the substantial
responsiveness of the overall design of the System and the individual Information
Technologies, Goods, and Services offered to those Technical Requirements.
In demonstrating the responsiveness of its bid, the Bidder must use the Technical
Responsiveness Checklist (Format). Failure to do so increases significantly the risk that the
Bidder’s Technical Bid will be declared technically non-responsive. Among other things, the
checklist should contain explicit cross-references to the relevant pages in supporting
materials included the Bidder’s Technical Bid.
Note: The Technical Requirements are voiced as requirements of the Supplier and/or the System.
The Bidder’s response must provide clear evidence for the evaluation team to assess the
credibility of the response. A response of “yes” or “will do” is unlikely to convey the
credibility of the response. The Bidder should indicate that – and to the greatest extent
practical – how the Bidder would comply with the requirements if awarded the contract.
Whenever the technical requirements relate to feature(s) of existing products (e.g., hardware
or software), the features should be described and the relevant product literature referenced.
When the technical requirements relate to professional services (e.g., analysis, configuration,
integration, training, etc.) some effort should be expended to describe how they would be
rendered – not just a commitment to perform the [cut-and-paste] requirement. Whenever a
technical requirement is for the Supplier to provide certifications (e.g., ISO 9001), copies of
these certifications must be included in the Technical Bid.
Note: The Manufacture’s Authorizations (and any Subcontractor Agreements) are to be included in
Attachment 2 (Bidder Qualifications), in accordance with and ITB 15.
Note: As a matter of practice, the contract cannot be awarded to a Bidder whose Technical Bid
deviates (materially) from the Technical Requirements – on any Technical Requirement.
Such deviations include omissions (e.g., non-responses) and responses that do not meet or
exceed the requirement. Extreme care must be exercised in the preparation and presentation
of the responses to all the Technical Requirements.
Section IV – Bidding Forms

(d). Supporting materials to underpin the Item-by-item Commentary on the Technical

Requirements (e.g., product literature, white-papers, narrative descriptions of technical
approaches to be employed, etc.). In the interest of timely bid evaluation and contract award,
Bidders are encouraged not to overload the supporting materials with documents that do not
directly address the Purchaser’s requirements.
(e). Any separate and enforceable contract(s) for Recurrent Cost items which the BDS ITB 17.2
required Bidders to bid.

Note: To facilitate bid evaluation and contract award, Bidders encouraged to provide electronic
copies of their Technical Bid – preferably in a format that the evaluation team can extract
text from to facilitate the bid clarification process and to facilitate the preparation of the Bid
Evaluation Report.
Section IV – Bidding Forms

Technical Responsiveness Checklist (Format)

Tech. Technical Requirement:

Require. [ insert: abbreviated description of Requirement ]
No. _
Bidder’s technical reasons supporting compliance:

Bidder’s cross references to supporting information in Technical Bid:

Section IV – Bidding Forms

Form of Bid Security (Bank Guarantee)

[The bank shall fill in this Bank Guarantee Form in accordance with the instructions indicated.]

[Guarantor letterhead or SWIFT identifier code]

__________________________
Beneficiary: [Purchaser to insert its name and address] _________________________

RFB No.: [Purchaser to insert reference number for the Invitation for Bids]

Alternative No.: [Insert identification No if this is a Bid for an alternative]

Date: _____[Insert date of issue] ____________________

BID GUARANTEE No.: _[Insert guarantee reference number]_______________________
We have been informed that ____ [insert name of the Bidder, which in the case of a joint venture
shall be the name of the joint venture (whether legally constituted or prospective) or the names
of all members thereof] ______________________ (hereinafter called “the Applicant”) has
submitted or will submit the Beneficiary its bid ___________ (hereinafter called “the Bid”) for
the execution of ________________ under Request for Bids No. ___________ (“the RFB”).
Furthermore, we understand that, according to the Beneficiary’s, Bids must be supported by a
Bid guarantee.
At the request of the Applicant, we as Guarantor, hereby irrevocably undertake to pay the
Beneficiary any sum or sums not exceeding in total an amount of ___________ (____________)
upon receipt by us of the Beneficiary’s complying demand supported by the Beneficiary’s
statement, whether in the demand itself or a separate signed document accompanying the
demand, stating that either the Applicant:
(a) has withdrawn its Bid during the period of bid validity set forth in the
Applicant’s Letter of Bid (“the Bid Validity Period”), or any extension
thereof provided by the Applicant; or
(b) having been notified of the acceptance of its Bid by the Beneficiary during
the period of Bid validity or any extension thereof provided by the
Applicant has failed to: (i) execute the Contract Agreement, if required, or
(ii) furnish the performance security, in accordance with the Instructions to
Bidders (“ITB”) of the Beneficiary’s bidding document.
This guarantee will expire: (a) if the Applicant is the successful Bidder, upon our receipt of
copies of the contract agreement signed by the Applicant and the Performance Security issued to
the Beneficiary in relation to such Contract Agreement; or (b) if the Applicant is not the
successful Bidder, upon the earlier of (i) our receipt of a copy of the Beneficiary’s notification to
the Applicant of the results of the Bidding process; or (ii) twenty-eight days after the expiration
of the Bidder’s Bid Validity Period.
Section IV – Bidding Forms

Consequently, any demand for payment under this guarantee must be received by us at the office
on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010 Revision,
ICC Publication No. 758.

_____________________________

[signature(s)]
Section IV – Bidding Forms

Form of Bid Security (Bid Bond)

BOND NO. ______________________
BY THIS BOND _____________ as Principal (hereinafter called “the Principal”), and
___________________, authorized to transact business in ________________, as Surety
(hereinafter called “the Surety”), are held and firmly bound unto _________________ as
Obligee (hereinafter called “the Purchaser”) in the sum of ____________1 (__________), for the
payment of which sum, well and truly to be made, we, the said Principal and Surety, bind
ourselves, our successors and assigns, jointly and severally, firmly by these presents.
WHEREAS the Principal has submitted or will submit a written Bid to the Purchaser dated the
___ day of ______, 20__, for the supply of ___[name of Contract] __________ (hereinafter
called the “Bid”).
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if the Principal:
(a) Has withdrawn its Bid during the period of bid validity set forth in the Principal’s
Letter of of Bid (the Bid Validity Period), or any extension provided by the
Principal; or
(b) having been notified of the acceptance of its Bid by the Purchaser during the Bid
Validity Period or any extension thereto provided by the Applicant has failed to; (i)
execute the Contract Agreement, or (ii) furnish the Performance Security in
accordance with the Instructions to Bidders (“ITB”) of the Purchaser’s bidding
document.
then the Surety undertakes to immediately pay to the Purchaser up to the above amount upon
receipt of the Purchaser’s first written demand, without the Purchaser having to substantiate its
demand, provided that in its demand the Purchaser shall state that the demand arises from the
occurrence of any of the above events, specifying which event(s) has occurred.
The Surety hereby agrees that its obligation will remain in full force and effect up to and
including the date 28 days after the date of expiration of the Bid Validity Period set forth in the
Principal’s Letter of Bid or extended thereto provided by the Principal.
IN TESTIMONY WHEREOF, the Principal and the Surety have caused these presents to be
executed in their respective names this ____ day of ____________ 20__.
Principal: _______________________ Surety: _____________________________
Corporate Seal (where appropriate)
_______________________________ ____________________________________
(Signature) (Signature)
(Printed name and title) (Printed name and title)

1
The amount of the Bond shall be denominated in the currency of the Purchaser’s Country or the equivalent
amount in a freely convertible currency.
Section IV – Bidding Forms

Form of Bid-Securing Declaration

[The Bidder shall fill in this Form in accordance with the instructions indicated.]

Date: [date (as day, month and year)]

Bid No.: [number of bidding process]
Alternative No.: [insert identification No if this is a Bid for an alternative]

To: [complete name of Purchaser]

We, the undersigned, declare that:
We understand that, according to your conditions, Bids must be supported by a Bid-Securing
Declaration.
We accept that we will automatically be suspended from being eligible for bidding in any
contract with the Purchaser for the period of time of _[number of months or years]
_______________, starting on __[date]__________, if we are in breach of our obligation(s)
under the bid conditions, because we:
(a) have withdrawn our Bid during the period of bid validity specified in the Letter of Bid; or
(b) having been notified of the acceptance of our Bid by the Purchaser during the period of bid
validity, (i) fail or refuse to execute the Contract, if required, or (ii) fail or refuse to furnish
the Performance Security, in accordance with the ITB.
We understand this Bid-Securing Declaration shall expire if we are not the successful Bidder,
upon the earlier of (i) our receipt of your notification to us of the name of the successful Bidder;
or (ii) twenty-eight days after the expiration of our Bid.
Name of the Bidder*
Name of the person duly authorized to sign the Bid on behalf of the Bidder** _______
Title of the person signing the Bid ______________________
Signature of the person named above ______________________

Date signed ________________________________ day of ___________________, _____

*: In the case of the Bid submitted by joint venture specify the name of the Joint Venture as Bidder

**: Person signing the Bid shall have the power of attorney given by the Bidder attached to the Bid

[Note: In case of a Joint Venture, the Bid-Securing Declaration must be in the name of all members to the Joint
Venture that submits the bid.]
Section V – Eligible Countries 105

SECTION V - ELIGIBLE COUNTRIES

Eligibility for the Provision of Information System

In reference to ITB 4.8 and ITB 5.1, for the information of the Bidders, at the present time firms
and information systems from the following countries are excluded from this bidding process:

Under ITB 4.8(a) and ITB 5.1: [insert a list of the countries following approval by the Bank
to apply the restriction or state “none”].

Under ITB 4.8(b) and ITB 5.1: [insert a list of the countries following approval by the Bank
to apply the restriction or state “none”]
Section VI – Fraud and Corruption 107

SECTION VI - FRAUD AND CORRUPTION

(Section VI shall not be modified)

1. Purpose
1.1 The Bank’s Anti-Corruption Guidelines and this annex apply with respect to procurement
under Bank Investment Project Financing operations.
2. Requirements
2.1 The Bank requires that Borrowers (including beneficiaries of Bank financing); bidders, con-
sultants, contractors and suppliers; any sub-contractors, sub-consultants, service providers or
suppliers; any agents (whether declared or not); and any of their personnel, observe the high-
est standard of ethics during the procurement process, selection and contract execution of
Bank-financed contracts, and refrain from Fraud and Corruption.
2.2 To this end, the Bank:
a. Defines, for the purposes of this provision, the terms set forth below as follows:
i. “corrupt practice” is the offering, giving, receiving, or soliciting, directly or indirect-
ly, of anything of value to influence improperly the actions of another party;
ii. “fraudulent practice” is any act or omission, including misrepresentation, that know-
ingly or recklessly misleads, or attempts to mislead, a party to obtain financial or
other benefit or to avoid an obligation;
iii. “collusive practice” is an arrangement between two or more parties designed to
achieve an improper purpose, including to influence improperly the actions of anoth-
er party;
iv. “coercive practice” is impairing or harming, or threatening to impair or harm, direct-
ly or indirectly, any party or the property of the party to influence improperly the ac-
tions of a party;
v. “obstructive practice” is:
(a) deliberately destroying, falsifying, altering, or concealing of evidence mate-
rial to the investigation or making false statements to investigators in order to
materially impede a Bank investigation into allegations of a corrupt, fraudu-
lent, coercive, or collusive practice; and/or threatening, harassing, or intimi-
dating any party to prevent it from disclosing its knowledge of matters rele-
vant to the investigation or from pursuing the investigation; or
(b) acts intended to materially impede the exercise of the Bank’s inspection and
audit rights provided for under paragraph 2.2 e. below.
b. Rejects a proposal for award if the Bank determines that the firm or individual recom-
mended for award, any of its personnel, or its agents, or its sub-consultants, sub-
Section VI – Fraud and Corruption 108

contractors, service providers, suppliers and/ or their employees, has, directly or indirect-
ly, en
Section VI – Fraud and Corruption 109

c. gaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for

the contract in question;
d. In addition to the legal remedies set out in the relevant Legal Agreement, may take other
appropriate actions, including declaring misprocurement, if the Bank determines at any
time that representatives of the Borrower or of a recipient of any part of the proceeds of
the loan engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices dur-
ing the procurement process, selection and/or execution of the contract in question,
without the Borrower having taken timely and appropriate action satisfactory to the Bank
to address such practices when they occur, including by failing to inform the Bank in a
timely manner at the time they knew of the practices;
e. Pursuant to the Bank’s Anti-Corruption Guidelines, and in accordance with the Bank’s
prevailing sanctions policies and procedures, may sanction a firm or individual, either in-
definitely or for a stated period of time, including by publicly declaring such firm or indi-
vidual ineligible (i) to be awarded or otherwise benefit from a Bank-financed contract, fi-
nancially or in any other manner;1 (ii) to be a nominated2 sub-contractor, consultant,
manufacturer or supplier, or service provider of an otherwise eligible firm being awarded
a Bank-financed contract; and (iii) to receive the proceeds of any loan made by the Bank
or otherwise to participate further in the preparation or implementation of any Bank-
financed project;
f. Requires that a clause be included in bidding/request for proposals documents and in con-
tracts financed by a Bank loan, requiring (i) bidders, consultants, contractors, and suppli-
ers, and their sub-contractors, sub-consultants, service providers, suppliers, agents per-
sonnel, permit the Bank to inspect3 all accounts, records and other documents relating to
the submission of bids and contract performance, and to have them audited by auditors
appointed by the Bank.

1
For the avoidance of doubt, a sanctioned party’s ineligibility to be awarded a contract shall include, without
limitation, (i) applying for pre-qualification, expressing interest in a consultancy, and bidding, either directly or as
a nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service
provider, in respect of such contract, and (ii) entering into an addendum or amendment introducing a material
modification to any existing contract.
2
A nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service
provider (different names are used depending on the particular bidding document) is one which has been: (i)
included by the bidder in its pre-qualification application or bid because it brings specific and critical experience
and know-how that allow the bidder to meet the qualification requirements for the particular bid; or (ii) appointed
by the Borrower.
3
Inspections in this context usually are investigative (i.e., forensic) in nature. They involve fact-finding activities
undertaken by the Bank or persons appointed by the Bank to address specific matters related to
investigations/audits, such as evaluating the veracity of an allegation of possible Fraud and Corruption, through
the appropriate mechanisms. Such activity includes but is not limited to: accessing and examining a firm's or
individual's financial records and information, and making copies thereof as relevant; accessing and examining
any other documents, data and information (whether in hard copy or electronic format) deemed relevant for the
investigation/audit, and making copies thereof as relevant; interviewing staff and other relevant individuals;
performing physical inspections and site visits; and obtaining third party verification of information.
Section VII – Requirements 110

PART 2 – PURCHASER’S
REQUIREMENTS
Section VII – Requirements 111

SECTION VII - REQUIREMENTS OF THE INFORMATION

SYSTEM
(INCLUDING TECHNICAL REQUIREMENTS, IMPLEMENTATION SCHEDULE,
SYSTEM INVENTORY TABLES, BACKGROUND AND INFORMATIONAL
MATERIALS)
Section VII – Requirements 112

Technical Requirements

A. ACRONYMS USED IN THE TECHNICAL REQUIREMENTS

1 Acronym Table
Note: Compile a table of organizational and technical acronyms used in the Requirements.
This can be done, for example, by extending the following table.

Term Explanation

Bps bits per second

Cps characters per second
DBMS Database Management System
DOS Disk Operating System
Dpi dots per inch
Ethernet IEEE 802.3 Standard LAN protocol
GB gigabyte
Hz Hertz (cycles per second)
IEEE Institute of Electrical and Electronics Engineers
ISO International Standards Organization
KB kilobyte
kVA Kilovolt ampere
LAN Local area network
Lpi lines per inch
Lpm lines per minute
MB megabyte
MoA Ministry of Agriculture
MTBF Mean time between failures
NIC Network interface card
NOS Network operating system
ODBC Open Database Connectivity
OLE Object Linking and Embedding
Section VII – Requirements 113

Term Explanation

OS Operating system
PA Productive Alliance
PCL Printer Command Language
PO Producer OrganizationF
Ppm pages per minute
PS PostScript -- Adobe page description language
RAID Redundant array of inexpensive disks
RAM Random access memory
RISC Reduced instruction-set computer
SCSI Small Computer System Interface
SNMP Simple Network Management Protocol
SQL Structured Query Language
TCP/IP Transmission Control Protocol / Internet Protocol
V Volt
WLAN Wireless LAN
Section VII – Requirements 114

B. FUNCTIONAL, ARCHITECTURAL AND PERFORMANCE

REQUIREMENTS

1. Legal and Regulatory Requirements to be met by the Information Sys-

tem – Mandatory
The AGCOM-MIS MUST comply with the following laws and regulations:
a. Electronic Transaction and Cyber Security Act 2016

2. Business Function Requirements to be met by the Information System -

Mandatory
The scope of work for this assignment is to come up with the interoperable web based
system which shall:
a. Track submissions and all processes relating to the development of concept notes,
concept evaluation, due diligence, business plan development, evaluation of
business plans, and awarding of matching grants;
b. Track productive alliance implementation from acceptance of notification of
award level to the closure of the sub-project;
c. Track key results and outputs as outlined in the AgCom Monitoring & Evaluation
Results Framework;

The key features or modules of the system are:

2.1. Matching Grant Module

The Matching Grant Module shall track submissions and all processes relating to the
development of concept notes, concept evaluation, due diligence, business plan
development, evaluation of business plans, and awarding of matching grants. The
Matching Grant module will have the following functionalities:

2.1.1. Registration of Users

a. The system MUST provide a portal for the admin to register district team
users, business plan consultants, concept note evaluation team leaders, due
diligence team leaders, and Independent Evaluation Committee teams.
Section VII – Requirements 115

2.1.2. Concept Notes Development and Submission

a. The system MUST allow applicants to register and manage their user
profile online.
b. The system MUST allow applicants to submit concept notes by capturing
basic data (similar to details captured in the current concept application
form) and uploading of corresponding scanned documents.
c. The system MUST provide a unique reference ID for each application
d. The system MUST provide an automated electronic (email) response to
applicants.
e. Once concepts notes are received, the system MUST allow Matching Grant
Manager to assign them to evaluators
f. The system MUST allow evaluators to upload evaluation scores, comments,
and decisions.

2.1.3. Due Diligence

a. The system MUST allow Matching Grant Manager to assign shorted listed
concepts to due-diligence team leaders,
b. The system MUST allow team leaders to upload reports, provide decisions,
and comment
c. The system MUST provide an automated electronic (email) response to
applicants.
d. The system MUST assign shortlisted concepts to business plan consultants.

2.1.4. Business Plan Development and Submission

a. The system MUST allow applicants to submit draft business plans by
capturing basic data (similar to details captured in the current business plan
form) and uploading corresponding scanned documents.
b. The system must provide a document management platform to manage
uploaded budgets, ESMP plan, Offtake contract, Land Ownership,
Cooperative certificate/ commitment to register, among others.
Section VII – Requirements 116

2.1.5. Evaluation of Business Plans

a. The system MUST allow Matching Grant Manager to assign completed

draft business plans to Independent Evaluation Committee teams.
b. The system MUST allow evaluators to upload evaluation scores, comments,
and decisions (Pass, Revise, Re-submit, Fail)
c. The system MUST generate a matching grant award offer using a template.
d. The system MUST support the generation of a matching grant agreement
using a template.

2.1.6. Other Features

a. The system must have a map viewer where location and pertinent attributes of
producer organizations can be viewed;
b. The system must generate standard built-in reports; and provide a reporting
tool where Matching Grant Manager can generate custom reports based on
various reporting requirements; Some of the build in reports:
i. Summary of concepts
ii. Summary of concept Evaluation
iii. Summary of business plan evaluation
iv. Summary of awarded business plans
c. The system must have a dashboard to display various statistics for monitoring
and evaluation, and management decisions. Such statistics shall include, but
not limited to, the following; Number of matching grants per region, number
of beneficiaries, gender e.t.c;

2.2. Productive Alliance Implementation Module

Productive Alliance Implementation Module shall track productive alliance
implementation from acceptance of notification of award level to the closure of the sub-
project. There is already an existing system called Online Technical Implementation
Support Management Information System (OLTISMIS) which tracks the PA
implementation. Where applicable, data from OLTISMIS must be imported into
AGCOM-MIS. The Supplier will be required to review the system. The Productive
Alliance Implementation Module shall therefore have the following features or
functionalities:
Section VII – Requirements 117

2.2.1. Tracking and visualization of the PO; From acceptance of notification of

award level to the closure of the sub-project

a. The system MUST provide a visual and intuitive method of tracking the
progress of POs at each stage. This visual representation will provide a clear
and comprehensive overview of the PO lifecycle, allowing stakeholders to
easily understand and monitor the status and movement of each PO. The
tracking could be implemented using a progress bar which will
automatically be updated as activities related to a particular PO are
recorded;
b. The System MUST provide a mechanism which raises red flags and sends
emails to relevant personnel when an activity exceeds its expected duration,
ensuring timely action and resolution.
c. The System MUST create a visual representation of statistical descriptive
analysis of PO performance. This representation will be categorized by
zones, allowing zone supervisors to access visual summaries of their
respective zones' performance. The System must also have the option to
obtain more detailed data. An overview of all zones will be accessible to
authorized individuals.
d. The system MUST demand and accept submission of a document at each
major stage (milestone) of the PO's progress to confirm the transition and
ensure proper documentation.
e. The system MUST track key parameters including PO/off-taker cash
contributions, assets procured, asset utilization, volume of sales between PO
and off-taker, LMI provided to PAs.

2.2.2. Tranche disbursement

a. The system MUST track tranche disbursement process, starting from sending a
request to the agribusiness department to confirming and updating the received
tranche;
b. The system MUST send an email notification whenever a tranche request has
been uploaded and ensure that the tranche request is accompanied by all the
necessary documentation before it is sent
c. The system MUST provide a dedicated page for the (ABS) to access all the
tranche requests, provide feedback, and approve them.

2.2.3. Fees calculator and an automatic invoicing

a. The system MUST incorporate the existing monthly calculator for TIS Brokers
fees payments, known as the Fees Calculator (currently in Excel form). This
integration aims to streamline and enhance the efficiency and effectiveness of
monthly payments;
Section VII – Requirements 118

b. The system MUST produce an invoice automatically using the figures

generated by the calculator for accurate and automated invoicing;
c. The system MUST allow users to download both the fees calculator (in Excel
format) and the invoice (in PDF format) for easy access and record-keeping
purposes.

2.2.4. Issue tracking

a. The system MUST provide a platform where TIS Brokers can identify whether
each raised issue should be addressed by the PIU or the district team. If the
issue is assigned to the district team, the TIS Broker must provide a proposed
solution and detail the action taken.
b. The system MUST include a note in the email notification sent to the
supervisor if the issue is assigned to the PIU for resolution.
c. The system MUST enable the supervisor to select the appropriate specialist to
handle the issue, and send an email request to the selected specialist to respond
to the issue
d. The system MUST allow issue to be closed if all parties involved are satisfied
with the specialist's response.
e. The system MUST send a reminder to concerned specialist if the specialist fails
to address the issue within a predetermined time frame.
f. The system MUST raise a red flag if the issue remains unresolved after a
specific period and notify relevant individuals.

2.2.5. Reporting

a. The system MUST create a visual representation of statistical descriptive

analysis of PO performance. This representation will be categorized by zones,
allowing zone supervisors to access visual summaries of their respective zones'
performance. They will also have the option to obtain more detailed data. An
overview of all zones will be accessible to authorized individuals

2.3. Monitoring and Evaluation Module

This module shall track key results and outputs as outlined in the AgCom Monitoring &
Evaluation Results Framework getting its input from Matching Grant and Productive
Alliance Implementation Modules. This will be focusing on collecting data on all the
indicators in results framework include production and sales data.

2.3.1. Data Collection

Section VII – Requirements 119

M& E data collection is done using Kobo Collect questionnaire. The Supplier MUST
review and upgrade, if necessary, the existing Kobo Collect Questionnaire which is used
to collect M & E data from POs.

a. The system MUST integrate with Kobo Toolbox platform mention above using
RESTful API to seamlessly get M&E data from POs.

2.3.2. Reporting and Visualization

a. The system MUST automate AgCom M & E framework and provide tools for
data analysis and reporting for different periods i.e. monthly, quarterly and
annual in line with the framework;

b. The system MUST provide features for process monitoring allowing users to
track progress of various activities within AgCom M & E framework;

c. The system MUST provide a configurable dashboard for data visualization

allowing users to produce tables, graphs, charts and other graphical
representations. The dashboard MUST allow users to define new parameters
or remove them based on the information requirements;

d. The system MUST provide a query based reporting with the aid of business
tool.

2.3.3. Integration with National Agriculture Information Management System

(NAMIS)

a. The system MUST integrate with NAMIS to exchange information which will be
defined during the inception phase.

2.4. Project Management Module

The Project Management Module has the following features:

2.4.1. Specialist Profile

a. The system MUST allow specialist to create their user account and manage their
use profile;

b. The system MUST allow specialist to add planned activities, indicating the start
date, end date and location of the activities;
Section VII – Requirements 120

c. The system MUST alert the specialist when their planned activity is off-track and
allow the specialist to indicate reasons;

d. The system MUST allow National Project Coordinator to see planned activities of
all specialists under his profile and be able to filter by any available fields;

e. The system MUST allow specialist to add specialists who are participating in their
activities and alert the specialist if the added specialists have activities which are
crashing;

f. The system MUST allow specialists to submit procurement requests and

associated documentation;

g. The system MUST allow specialists to submit their activity reports and
liquidation documentation;

2.4.2. Procurement

a. The system MUST allow Procurement Specialists to have access to all

procurement requests and associated documentation.

2.4.3. Finance
a. The system MUST allow Financial Management Specialists to have access to all
activity reports and liquidation documentation.

2.4.4. Communication
a. The system MUST allow messages to be sent among specialists as general
communication and or triggered some event, such as submission of documents,
for feedback purposes
Section VII – Requirements 121

3. Systems Administration and Management Functions Required to be

met by the Information System

The system MUST provide for the following management, administration, and security
features at the overall System level in an integrated fashion.
3.1. Installation, Configuration and Change Management: - Mandatory
The software should be developed in such a way that it can be deployed and
configured easily in a Windows environment. The Supplier may evaluate the
existing systems at MFSRP with a view of providing homogenous computing
environment.

It must provide all the required tools and services to make the system reliable.
Change management will also need to be properly addressed by providing a
structured approach for supporting the system users as this will guide in preparing
them for the successful implementation of the AGCOM-MIS.

Some of the notable features worth mentioning are as below (though the supplier will
not be restricted to make additional recommendations);
a. Need to implement encrypted link between a web server and a browser
(SSL) to all applications and services.
b. All passwords and sensitive data need to be encrypted using strong
algorithms
c. The application should be developed with best web security practices in
order to protect any Critical Web Application Security Vulnerabilities
such as Cross Site Scripting (XSS).
d. Injection Flaws.
e. Malicious File Execution
f. Insecure Direct Object Reference
g. Cross Site Request Forgery (CSRF)
h. Information Leakage and Improper Error Handling
i. Broken Authentication and Session Management
j. Insecure Cryptographic Storage
k. Insecure Communications
Section VII – Requirements 122

l. Failure to Restrict URL Access

The bidder will certify that they have met the above requirements during software
development. MFSRP reserves the right to conduct a third-party security audit for
ascertaining that the above requirements have been fully met,

3.2. Operational Monitoring, Diagnostics, and Troubleshooting – Mandatory

The bidder must ensure that appropriate mechanisms have been put in place for monitoring
AGCOM-MIS health status. The bidder shall be expected to provide tools for monitoring
daily operations, diagnosing and troubleshooting all system related faults. The application
must also include a dashboard where system administrators can easily get reports and
statistics for system monitoring, diagnostics and troubleshooting. Tooltips and help menus to
be provided where appropriate.

3.3. User Administration and Access Control -Mandatory

Management of users of the system will be critical. User groups will need to be created
and user rights assigned to them. Roles will be used to specify what different users and
user groups can see and do. Every user will be assigned to at least one group.
A good practice is to assign roles to groups rather than to users. System administrators
can assign roles quickly to multiple users by adding the users to the group in addition to
managing the system backup mechanism, restoration and extensions. If a user moves to
another group, the role assigned to the new group shall be applied automatically.
Specialists shall have to create accounts in the system with specific level of access.
System administrators will be allowed to carry out the following functions;
a. User management: creation of users, update users, activating users, deactivate
users
b. Role management: create role, assign role, revoke role

Audit trails shall be used to log security incidents and will provide documentary evidence
of all user actions in the system. The audit trails will be used as a tool to identify whether
a user has violated security policies as well as allowing a security administrator to
monitor user activity over time, and include information about additions, omissions, or
alterations to the data within the system. As audit trails are not protective controls since
they are usually examined after the event, user rights and roles will need to be properly
and carefully managed.

3.4. System and Information Security and Security Policies - Mandatory

A variety of security tools will be expected to be implemented to ensure the confidentiality,
integrity, and availability of data in the system. Each of these tools can be utilized as part of
an overall information-security policy that will ensure the smooth running of business
operations. In addition to backup and disaster recovery plan outlined in the next section, the
following options will also need to be taken into consideration;
Section VII – Requirements 123

a. Authentication
Tools for authentication will be used to ensure that the person accessing the
information is, indeed, who they present themselves to be. All the users will need to
be provided with login credentials such as a Username and Password by the System
Administrator which they will be prompted to be provided at different levels of the
system. The supplier shall also demonstrate the understanding of biometric
authentication tools and make necessary recommendations on whether such tools
could be applied.

b. Access Control
Once a user has been authenticated, the next step will be to ensure that they can only
access the information resources that are appropriate. Access controls will therefore
determine which users are authorized to read, modify, add, and/or delete
information. Role-Based Access Control (RBAC) will need to be implemented as
users are assigned to roles then those roles are assigned the access rather than giving
specific users rights to an information resource.

c. Suspicious Transaction Alerts

The system shall provide alerts in form of e-mail or electron message whenever it
detects suspicious transactions.

3.5. Back-up and Disaster-Recovery - Mandatory

Backup plan and recovery mechanisms for AGCOM-MIS MUST be put in place to
ensure that data can be restored in case it is lost. The system should as well be replicated
at the DR site to ensure that the system is available when one site fails.

Backing up of the data will require copying and archiving of all AGCOM-MIS related
data so that it is accessible in case of data deletion or corruption. The ideal situation
would be to have 2 separate data storage sites for data backup i.e. one on the primary
server and another one on the offsite DR Server. The supplier shall ensure that periodic
and automated (incremental and full) data backups have been setup on both server racks.
Section VII – Requirements 124

C. SERVICE SPECIFICATIONS – SUPPLY & INSTALL ITEMS

1. System Analysis, Design Software Customization/Development –

Mandatory

The implementation of AGCOM-MIS will include situation analysis/scoping study, design,

supply, development, testing and roll out. Upon successful completion of all activities,
system maintenance and support will be provided by the developer for specified duration (as
per time schedule).
The specific objectives of the assignment are to:

a. Carry out a detailed review and analysis of the existing situation at MFSRP, relat-
ed to the matching grant services, Productive Alliance Implementation and M & E
framework including review and analysis of documentation and laws, information
systems and ICT infrastructure, business processes, reports and Key Performance
Indicators (KPI);

b. Develop technical specifications for system design and development, including

System Requirements Specification (SRS), System Design Specification (SDS)
and Test Plan;

c. Develop AGCOM-MIS and appropriate tests, based on prepared technical specifi-

cations and test plan;

d. Conduct extensive trainings for end users, administrators, and developers.

MFSRP will endorse IT staff to be trained as Developers to perform minor cus-
tomization without having to engaged the bidder;

e. Provide further maintenance and support, based on prepared maintenance and

continuity plan.

All works, carried out under this assignment, will be done in close collaboration with the
MFSRP, allowing for skills transfer and contributing to the capacity building. Technical
officers from of MFSRP will be delegated to work with the supplier.
Considering the complexity of the overall task of implementing a well-functioning
AGCOM-MIS, all activities will be split into logical phases, guaranteeing their
consistency, timely monitoring, and control, allowing identification of any issues at the
earlier stages, and acting appropriately. Every phase will be completed with defined
deliverables, which will have to be approved and accepted by the MFSRP. Some of the
phases have a dependency on preceding phase(s) and therefore cannot be started before
an acceptance is received for these previous phases.
Section VII – Requirements 125

2. System Development Life Cycle

The following eight phases will be considered to complete the project:

a. Phase I. Start-up
In this phase the Supplier will identify and agree with MFSRP on the list of documents
(e.g. approved technical reports, rules, and regulations) to be further considered while
accomplishing the current assignment. All required documents will be collected and
handed over to the Supplier. The Supplier may also identify any problems and risks,
experienced or foreseen, related to the assignment and provide recommendations for their
solution.

During this phase the Supplier will update the Project Implementation Plan, included in
its initial proposal submitted under the selection process.

The Start-up Phase will be completed with an Inception Report, accompanied by the
refined Project Implementation Plan.

The draft Inception Report will be presented to and discussed with MFSRP and other
stakeholders

b. Phase II. Review and analysis

During this phase, the Supplier will conduct a thorough review and analysis of the
MFSRP domain by studying all relevant documents, existing business processes and
consulting internal and external stakeholders. The following key activities shall be carried
out:

i. Consult MFSRP and other stakeholders who will use AGCOM-MIS such Minis-
try of Agriculture, Ministry of Lands and Ministry of Trade.

ii. Review, assess and synthesize collected documentation on existing business pro-
cesses. The full list of the documents will be identified at the previous phase and
include at least the following:
a. The Matching Grant Manual;
b. TIS Broker’s management Guideline;
c. M&E Manual;
d. Electronic Transaction and Cyber Security Act 2016
iii. Examine the MFSRP business processes and workflows and identify options for
automating them into the desired integrated AGCOM-MIS.

iv. Propose re-engineering of the examined business processes and workflows, where
it is possible and leads to certain improvements, considering advantages of auto-
mation, but at the same time requiring minimum or zero changes to the existing
manuals.
Section VII – Requirements 126

v. Examine existing systems such as NAMIS and OLTISMIS to identify possible

points of integration to ensure interoperability

vi. Conduct technology and capacity gap assessment. The consultant will take into
account the ability and available resources of MFSRP to adopt online solutions,
and also propose additional computer purchases and training if necessary to make
the system sustainable.

The Phase II will be completed with a Progress Report Phase II, describing observations
and activities, carried out through this phase. Business Processes Re-Engineering Report
shall be completed as well and annexed to the Progress Report, describing proposed
changes of the existing business processes, indicating their feasibility and required
actions (administrative, technical).

Both Progress Report and Business Processes Re-Engineering Report will be

presented to and discussed with MFSRP.

c. Phase III. Drafting technical specifications

Once thorough review and analysis are completed, the Supplier shall develop System
Requirements Specification (SRS), System Design Specification (SDS) and Test Plan for
the proposed AGCOM-MIS.

The requirements specification should include a description of the functional

requirements, system requirements, technical requirements, constraints, assumptions, and
acceptance criteria. While design specification is a comprehensive document or set of
documents, describing system architecture, database design, user interface design and
modules. System design should follow international standards (ISO/IEEE) and best
practices.

Once system requirements and system design are prepared, the Supplier shall draft a Test
Plan, describing the scope, approach, resources, and schedule of intended test activities.
This Plan must be further used and expanded to:

ii. Unit Test Plan

iii. Integration Test Plan
iv. System Test Plan
v. Stress Test Plan
vi. Acceptance Test Plan

These plans will be prepared during AGCOM-MIS development phase.

Based on the described AGCOM-MIS system design, analyzed office needs, number of
users, transactions volume and number of requests, the Supplier shall draft hardware and
software technical specifications for procurement of required equipment and licenses.
These specifications will be drafted for server equipment, office equipment,
Section VII – Requirements 127

communication equipment and any software licenses, required for smooth operation of
AGCOM-MIS.

The Phase III will be completed with a Progress Report Phase III, describing the
activities, carried out through this phase. This report shall be annexed with

ii. System Requirements Specification (SRS) Document;

iii. System Design Specification (SDS) Document;
iv. Test Plan Document;
v. Technical Specifications for Hardware and Software;

These annexes shall be drafted as separate documents.

All documents, including the Progress Report will be presented to and discussed with the
MFSRP during a one-day workshop organized at the MFSRP’s premises.

d. Phase IV. Development of AGCOM-MIS

AGCOM-MIS development phase can be started only when technical specifications and
system design are approved and accepted by the MFSRP and experts from the World
Bank. This is the most critical and crucial phase, where the actual system will be built
and tested. For this reason, it would be important for IT personnel of MFSRP to be
involved in these activities, building in-house capacity of development and
maintenance of AGCOM-MIS.

The Supplier shall present the development methodology, which is going to be used for
this project, setup and make available various tools for effective collaboration between
team members involved in the project. Collaboration tools should allow for monitoring
project execution, implementation progress of AGCOM-MIS requirements, reporting
discovered issues or change requests and monitoring their implementation or fixing.
These tools should also include a test server, versioned source code repository and
continuous integration server for automated builds and execution of tests. The preference
should be given to Web-based tools to avoid local installations and have easier access.

The development process must be iterative, delivering a set of completed system features
at the end of each iteration. Such results must be regularly presented to MFSRP and make
them available for further testing and providing a feedback.

While progressing with AGCOM-MIS development, the Supplier shall develop various
tests, following the Test Plan and include, but not limited to unit tests, integration tests,
deployment test, performance/load tests and user acceptance tests. Test results should be
available online and presented through various dashboards for easier navigation.

Upon completing AGCOM-MIS development phase, the Supplier shall draft various
technical documentation and manuals, including the following:

ii. Data dictionary;

iii. API documentation;
Section VII – Requirements 128

iv. User manual;

v. Administrator manual;
vi. Installation manual;
vii. Developer manual;

AGCOM-MIS development phase should be finished with a stable version of AGCOM-

MIS, passed through all tests successfully, including user acceptance tests (UAT).

The Phase IV will be completed with a Progress Report Phase IV, describing the
activities, carried out through this phase, including tests result. This report shall be
annexed with technical documentation and manuals, mentioned above, drafted as separate
documents.

Apart from the report and annexes, the Supplier shall deliver the latest source codes of
AGCOM-MIS, including database copy and/or database scripts to generate it. The
database should contain base information, sufficient to install and run AGCOM-MIS with
default settings. Together with source codes, AGCOM-MIS installation package shall be
provided as well, consisting of all components (except OS), required to install and run
AGCOM-MIS.

Source codes, database and all documents, including the Progress Report will be
presented MFSRP.

e. Phase V. Training
Training phase should happen before AGCOM-MIS deployment occurs, but after the
AGCOM-MIS development phase is finalized and accepted.

The Supplier shall develop and agree with MFSRP, the Training Program for the
concerned personnel, which shall include the capacity building plan.

The Supplier shall propose additional measures to increase the motivation of the
personnel and quality of the results of training.

Prior to the training event, the Supplier shall prepare appropriate training materials and
establish a training environment, emulating AGCOM-MIS production environment. All
trainees should access the actual system, while going thorough training exercises.
Training materials and courses should be arranged by user categories and have separate
trainings for users, administrators, and developers.

The trainings must be planned in a way that all participants have a personal workspace,
allowing accessing the system and hardcopy materials. The number of trainers and
assistants should be enough to help all participants promptly with practical exercises.

The Supplier shall prepare a training session conducted in Malawi which will include at
least 50 key system users from MFSRP and others who will maintain and support the
system.
Section VII – Requirements 129

The Phase VI will be completed with a Progress Report Phase VI, describing the
outcomes of the training phase. This report shall be annexed with the Training Program
and all training materials, presented as separate documents.

The Progress Report, together with annexes will be presented to and discussed with the
MFSRP.

f. Phase VI. Deployment of AGCOM-MIS

The System is expected to be deployed at MFSRP server room and its data recovery and
system replication site shall be agreed during this phase. Once the system is deployed, it
shall be available throughout Malawi via a web browser. The system is expected to be
used by 100 users scattered throughout Malawi.

Note: The total list of offices and number of users is just approximate. The actual
number will be estimated more precisely by the Supplier at the review and analysis
stage.

This phase shall be started once AGCOM-MIS development is finished, all tests are
passed successfully, user and administrator manuals are prepared as well as end users and
system administrators are trained.

By the time of AGCOM-MIS deployment phase, all required hardware, software and
communication infrastructure will be made available through hardware and software
procurement contract, which in turn is supposed to be implemented based on the
technical specifications, prepared in the Phase III. The Supplier shall prepare hardware
specification and procurement will be done separately by MFSRP.

Note: The Supplier MUST NOT INCLUDE the cost of hardware in the Financial
Proposal because this will be procured separately by MFSRP based on the
Supplier’s hardware specifications.

The Supplier shall prepare AGCOM-MIS Deployment Plan, defining in details the
deployment date and time, deployment steps, roles of involved personnel and their tasks,
risks and revert strategies. It shall include steps of final data migration from the active
systems and their shutdown. Once such Plan is prepared, it will be reviewed and agreed
with the MFSRP. Upon acceptance of the Plan, the Supplier together with MFSRP shall
execute the deployment.

Since the deployment procedure is a very sensitive moment, the Supplier will run a few
trials, emulating the deployment process. Discovered issues must be noted (if any) and
the Deployment Plan adjusted accordingly. Once the trial is successful, the actual
deployment can be performed.
Section VII – Requirements 130

The Phase VII will be completed with a Progress Report Phase VII, describing the
activities and status of AGCOM-MIS deployment. This report shall be annexed with the
AGCOM-MIS Deployment Plan, presented as a separate document.

The Progress Report, together with annexes will be presented to and discussed with the
Ministry.

g. Phase VI. Support and maintenance

This phase is the final phase of this assignment and will be carried out for the duration,
described in the Duration of the consultancy and time schedule section.

The main objective of the support and maintenance phase is to provide end user support
and AGCOM-MIS technical support and maintenance, guaranteeing its smooth operation.

Such support and maintenance will include the following:

a. Helping end users with the use of AGCOM-MIS functions;

b. Assisting system administrators to install, configure and update the system, as
well as resolving technical issues;
c. Applying security updates, relevant to the underlying server operating system,
database, and other base software, running on the production server;
d. Arranging regular automated backups of the system and the database;
e. Participate in the hardware maintenance activities; and
f. Resolving discovered issues, releasing updates and revised AGCOM-MIS ver-
sions;

The Supplier shall setup a held desk online system to make it available to all AGCOM-
MIS users, including system administrators to record and monitor different types of
requests and allow reports generation, showing various statistics.

First level of user support can be delegated to the MFSRP’s IT personnel and if the issue
cannot be resolved internally, it will be elevated to the Supplier’s support team.

Apart from the actual support services, the Supplier shall also draft the AGCOM-MIS
Maintenance and Continuity Plan, providing details on the activities and required
resources (hardware, software, human) to sustain the AGCOM-MIS system, including its
operation, support and development.
The Consulting firm shall provide technical and methodological support for the
AGCOM-MIS system. The support should be concentrated on the capacity building of
the main personnel to carry out their functions and act as the center of technical
excellence.

The Phase VIII will be completed with a Final Report, describing the activities of
maintenance and support phase as well as overall status of AGCOM-MIS, including the
Section VII – Requirements 131

way forward recommendations. This report shall be annexed with the AGCOM-MIS
Maintenance and Continuity Plan, presented as a separate document.

The Final Report, together with annexes will be presented to and discussed with the
Ministry.

3. DELIVERABLES
The following list is a consolidated list of deliverables, identified in the scope of services
section:

a. Phase I
i. Inception Report;
ii. Project Implementation and Risk Management Plan;
iii. Workshop on Inception Report and Project Implementation Plan;

b. Phase II
i. Progress Report Phase II;
ii. Business Processes Re-Engineering Report;
iii. Workshop on Progress Report Phase II and Business Processes Re-
Engineering Report;

c. Phase III
i. System Requirements Specification (SRS);
ii. System Design Specification (SDS);
iii. Test Plan;
iv. Specifications for the Hardware which shall be procured by MOA;
v. Workshop on system requirements, design, and technical specifications;

d. Phase IV
i. Data dictionary;
ii. API documentation;
iii. User manual;
iv. Administrator manual;
v. Installation manual;
vi. Developer manual;
vii. AGCOM-MIS source codes and database;
viii. AGCOM-MIS installation package;

e. Phase V
i. Progress Report Phase V;
ii. Training Program;

f. Phase VI
i. AGCOM-MIS Deployment Plan;
Section VII – Requirements 132

ii. Progress Report Phase VI;

g. Phase VII
i. AGCOM-MIS Maintenance and Continuity Plan;
ii. Final Report;
All documents and reports must be submitted in three hardcopies and electronic copies.
Software, database must be submitted in three electronic copies.

Note: All source codes and passwords shall be handed over by the Supplier to
MFSRP thus MFSRP shall have full access to it for further modifications, without
any permission from the Supplier.

4. Requirements of the Supplier’s Technical Team - Mandatory

The Supplier MUST maintain a technical team of the following roles and skill levels during
the Supply and Installation Activities under the Contract:

No. Position Required Qualification and Experience

1 Team  A minimum of a Master’s Degree in an Information Technology
Leader/Information related field preferably Computer Sciences; Qualifications in
Systems Expert Project Management will be an added advantage.
 Demonstrated experience in designing, developing, and support-
ing the implementation of web-based information systems;
 Experience in web programming languages, standards, and
technologies, especially PHP, HTML, CSS, and JavaScript, API
integration as well as content management systems;
 Solid understanding of the concepts of user experience, user in-
terface design principles, and conceptual design with proven ex-
perience in designing intuitive and visually appealing user inter-
faces.
 Demonstrated experience in the development of similar systems
for donor-funded projects
 Minimum of 10 years’ experience in similar assignments
10
2 System Analyst  Master Degree in IT/Computer Science/Systems Analysis/ Sys-
tem Architect;
 Recognized International certification in IT systems architec-
ture;
 At least 8 years of work experience, out of which at least 5 years
is in designing IT systems architecture;
 Experience as Lead IT Architect of at least 1 similar project in-
Section VII – Requirements 133

volving review and analysis of business processes and design

the systems architecture;
 Fluency in spoken and written English language; and
 Proven experience in English speaking countries.
5
3 Software  BSc. degree in IT/Computer Science/Informatics;
Developer  Experience in web programming languages, standards, and
technologies, especially PHP, HTML, CSS, and JavaScript, API
integration as well as content management systems;
 Solid understanding of the concepts of user experience, user in-
terface design principles, and conceptual design with proven ex-
perience in designing intuitive and visually appealing user inter-
faces.
 Practical experience in designing and coding web-based SQL
database systems using modern programming languages such as
T-SQL, ASP.Net, ADO.net, or C++ or experience in program-
ming in a relevant middle-tier language.
 Solid understanding of database design principles and experi-
ence in working with databases.
 Five years of experience in coding for medium to large-scale
similar database systems.
 A general understanding of the design, development, and testing
stages of the Software Development Life cycle.
 Proficiency in spoken and written English.

Communication on the project’s progress must be made on a weekly basis, or more

frequently if requested by MFSRP. Communication should include relevant and updated
excerpts from the project’s risk management plan. The Supplier must provide a realistic work
breakdown structure and GANTT chart proving to meet the agreed timelines. Updates of this
schedule must be provided with the weekly status.

E. TESTING AND QUALITY ASSURANCE REQUIREMENTS

5. Testing and Quality assurance - Mandatory

The supplier must use inspection techniques which are proven or consistent with the
requirements of the latest International Standards Organization on Quality System. The
Supplier MUST provide a quality assurance plan which identifies and specifies all project
deliverables and the quality criteria for each deliverable. This plan MUST be presented to
the Purchaser for review and an agreement reached within two weeks of the effective
Section VII – Requirements 134

contract date. The Quality Plan MUST also describe the roles and responsibilities of each
of the Supplier’s management team.

The supplier must perform a complete system test before handing over to the Purchaser
for acceptance testing. This should be accomplished by furnishing the Purchaser with a
check list of the test procedures. The following types of tests will be conducted;

5.1. Functional Testing

The proposed IT components MUST be tested to ensure that, the system as a whole
function as specified in the Software Requirements. Functional Test Plan document
MUST be submitted at least 5 days before the test are carried out.

5.2. Volume Testing

The proposed system MUST be thoroughly tested with production volume workloads
in a production environment to determine overall performance in terms of throughput,
response time, run time and resource utilization.

5.3. Pre-commissioning Tests

In addition to the Supplier’s standard check out and set-up tests, the Supplier with the
assistance of the Purchaser, must perform the necessary tests on the system and its
sub-systems before installation is deemed complete. Only then shall the Purchaser
issue Installation Certificate(s). The Supplier and the Purchaser would commission
the proposed system for live or production operation. The Supplier at no extra cost to
the Purchaser must rectify deficiencies detected during pre-commissioning of the
system.

5.4. Onsite Acceptance Test Plan –AGCOM-MIS Software

The comprehensive Onsite Acceptance Test (OAT) plan will be submitted by the
Supplier to the MFSRP before the deployment starts for AGCOM-MIS. MFSRP would
also approve this plan. The OAT would primarily consist of tests that were not carried out
at the time of Factory Acceptance Test (FAT), for any reason. Also, all tests pertaining to
performance of the system would be carried out during OAT period. The system response
and throughputs would be tested. In addition, the Disaster Recovery (DR) Site
functionality and performance would also be tested.
The bidder would also submit the following two documents
a. Onsite Acceptance Test (OAT) Plan
b. OAT Data Sets
Section VII – Requirements 135

The bidder may also discuss with the MFSRP and prepare the test data sets for both FAT
and OAT.

5.5. Operational Tests

Acceptance at each site MUST be subjected to the satisfactory completion of system trial
runs conducted by the Purchaser. Test runs will comprise of:

a. The physical, functional, technical and performance characteristics of the

complete system.
b. Tests which establish a period of un-interruptible continuous running for a
period not less than 72 hours.
c. Tests which establish the connectivity of hardware, system software,
application software and networks, all working in unison.
d. Tests which will certify that knowledge transfer, capacity building and training
activities have been properly undertaken.
e. Tests which demonstrate system recovery from failures.

The Supplier will design and implement acceptance test for network, hardware, etc.
Comprehensive tests MUST be designed by the Supplier, reviewed and approved by the
Purchaser, and jointly implemented. However, failure of the system to meet any technical
requirement as per the functional specification would be deemed as failure of the
operational acceptance tests.

The contents of acceptance tests and a schedule for their execution MUST be agreed on
prior to the commencement of the test. Acceptance testing is completed as part of the
acceptance-testing phase. During acceptance testing users would operate the system in a
production or near production environment to confirm that the proposed system complies
with the acceptance criteria defined to ensure compliance with the Purchaser’s needs.

The Supplier MUST devise and perform suitable commissioning tests to enable the
Supplier certify on handover to the Purchaser, that the system performs correctly in
accordance with the manufacturers’ standards and parameters. The Purchaser, with the
help of the Supplier will define the criteria for acceptance testing.

The Purchaser may communicate within five (5) working days after completion of
acceptance testing to the Supplier, if the system fails to satisfactorily meet the acceptance
criteria of the test in any part of the system. Under such circumstances, the Supplier
MUST commit to undertake appropriate testing and if necessary, replace products or
perform extra services at the Supplier’s expense to remedy or improve the system.

The Supplier MUST prepare test scripts required for the satisfactory completion of
acceptance test.
Section VII – Requirements 136

5.6. Acceptance Testing

The acceptance of the system will be subject to final acceptance tests before a final
acceptance certificate can be issued by the Purchaser. The acceptance test will be
conducted to confirm that all issues identified during operational acceptance testing have
been addressed accordingly. If there are any issues arising out of acceptance testing, the
supplier must address these issues to the satisfaction of the Purchaser before the
Purchaser can issue any final acceptance certificate. MFSRP will have the freedom to test
with other data and in other ways than planned.

There are three acceptance test outcomes:

a. Accepted. The content is accepted per the test plan. The project’s phase starts
transitioning to the post-implementation support phase without reservation. The
Supplier will fix any defect discovered during the support period.
b. Tentatively accepted. The content is not accepted per the test plan, but the short-
comings are not so severe and a list of issues is produced. The Supplier is still lia-
ble to address defects raised by MFSRP.
c. Rejected. The content is not accepted per the test plan and the shortcomings are so
severe that an additional iteration must be put in place to fix the outstanding is-
sues without any costs.

F. SERVICE SPECIFICATIONS – RECURRENT COST ITEMS

6. Warranty Defect Repair - Mandatory

The system should carry 2 years’ warranty of software supplied after Operational
acceptance. This software warranty includes the provision of service packs or upgrades to
address software defects.

7. Technical Support

A12-month technical support staggered in three years after Operational acceptance. During
this technical support, the supplier be expected to provide the following services;
a. General and technical user (Help Desk) support – There will be need for the first
line of help when users encounter problems when using AGCOM-MIS (General User
Support). In additional, it is also important to ensure that information and expertise is
shared to IT staff for MFSRP in system troubleshooting, installations and in resolving all
reported faults (Technical User Support).
Section VII – Requirements 137

Supplier is expected to provide help desk solution to provide recording and

tracking support calls, recording support incidences and solutions, dispatching
mechanisms for support calls, building a knowledge base of solutions and
providing historical information and reports.

Although managing incidents in full requires the collaboration of supplier, Core

Team Members and End Users, the Help Desk must be able to provide a first line
of support to help resolve incidences and/or support calls from Core Team
members and End Users.
Its specific tasks include:
a. Logging and monitoring each incident.
b. Checking that the support service.
c. Tracking the escalation process.
d. Identifying problems.
e. Closing the incident and obtaining confirmation from the End User.
f. Provide data for designing training for end users

b. System Configuration and Enhancement- The supplier shall also be required

to configure and enhance the system when new requirements emerge. This
requires software development and coding. During this 12- month support, the
supplier is bound to make NO COST minor improvements to the system, based
on mutual agreement between MFSRP and the Supplier (up to 10% of overall
scope of the system).
Section VII – Requirements 138

Implementation Schedule

Table of Contents: Implementation Schedule

A. Implementation Schedule Table139
B. Site Table(s)141
C. Table of Holidays and Other Non-Working Days142
Section VII – Requirements

A. IMPLEMENTATION SCHEDULE TABLE

1.1.IMPLEMENTATION SCHEDULE TABLE

The duration of the assignment will be 4 months starting from the Effective Date however as
indicated under Section 5, 12 month are for support and maintenance phase. The Supplier
shall propose a Project Implementation Plan as part of its Technical Proposal, which will fur-
ther be revised and updated during the first phase of the implementation period.

Delivery deadline
Assignment phases (months after contract’s effective
date)
Phase I. Start-up 1 week
Phase II. Review and analysis 2 weeks
Phase III. Drafting technical specifications 2 weeks
Phase IV. Development of AGCOM-MIS 8 weeks
Phase V. Training 2 weeks
Phase VI. Deployment of AGCOM-MIS 1 week
Phase VII. Support and maintenance 12 months

1.2. PROJECT MANAGEMENT

The responsible officer for this consultancy in National Project Coordinator, MFSRP. In
addition, MFSRP will constitute a team of experts who will work with the supplier.

All reports and documents, submitted by the Supplier will be reviewed and discussed by this
team and based on the consolidated recommendation, these deliverables will be either
accepted or reverted to the Supplier for further adjustments.

Apart from the milestone meetings, driven by the implementation phases, additional
meetings between the Supplier and the team can be held as a matter of request from the
Client.
Section VII – Requirements

1.3. DATA, PERSONNEL, AND FACILITIES TO BE PROVIDED BY

THE CLIENT

1.3.1. Data
MFSRP will ensure full access to all existing and draft documents related to the AGCOM-
MIS administration and procedures. It will provide access to any other requested
documentation and arrange meetings with various officials, when need arises.
1.3.2. Personnel
MFSRP will ensure an adequate counterpart support and that the team of expert as provided
in the section 5 – Project Management is available.
The Supplier will have to find his/her own office accommodation of a reasonable standard in
Lilongwe City near or within Central Business District.
Section VII – Requirements 141

B. SITE TABLE(S)

Drawing
Site Reference
Code Site City / Town / Region Primary Street Address No. (if any)

HQ Ministry of Agriculture Lilongwe

R1 Ministry of Trade Lilongwe HQ

R1.1 Agricultural Research Stations Northern, Central and

Southern Regions

R1.2 Border Posts Northern, Central and

Southern Regions

R1.3 Department of Fisheries HQ Lilongwe

R1.4 Department of Forestry HQ Lilongwe

R1.5 Department of Animal Health and Lilongwe

Livestock Development HQ

R1.6 Department of Forestry (FRIM) Zomba

Section VII – Requirements 142

C. TABLE OF HOLIDAYS AND OTHER NON-WORKING DAYS

Month 2021
January 2
February 0
March 1
April 2
May 3
June 0
July 1
August 0
September 0
October 1
November 0
December 2
Section VII – Requirements

System Inventory Tables

Table of Contents: System Inventory Tables

System Inventory Table (Supply and Installation Cost Items) [ insert: identifying
number ]145
System Inventory Table (Recurrent Cost Items) [ insert: identifying number ] –
Warranty Period146
Part 3 – Conditions of Contract and Contract Forms

SYSTEM INVENTORY TABLE (SUPPLY AND INSTALLATION COST

ITEMS) [ INSERT: IDENTIFYING NUMBER ]
Line item number: [ specify: relevant line item number from the Implementation Schedule
(e.g., 1.1) ]
[ as necessary for the supply and installation of the System, specify: the detailed components
and quantities in the System Inventory Table below for the line item specified above,
modifying the sample components and sample table entries as needed. Repeat the System
Inventory Table as needed to cover each and every line item in the Implementation Schedule that
requires elaboration. ]

Relevant Additional Site

Component Technical Information
No. Component Specifications (e.g., building, Quantity
No. floor,
department,
etc.)

1. Subsystem 1 -- --

1.1 _________ --

2. Subsystem 2 --

2.1 ___________ --

Note: - - indicates not applicable. “ indicates repetition of table entry above.

Part 3 – Conditions of Contract and Contract Forms

SYSTEM INVENTORY TABLE (RECURRENT COST ITEMS) [ INSERT:

IDENTIFYING NUMBER] –
Line item number: [ specify: relevant line item number from the Implementation Schedule
(e.g., y.1) ]

Component Relevant
No. Component Technical Y1 Y2 Y3
Specifications
No.

all items, all all items, all all items, all

1. Warranty Defect Repair sites, sites, sites,
included in included in included in
the Supply the Supply the Supply
and Install and Install and Install
Price Price Price

2. Software/Firmware Licenses all items, all all items, all all items, all
and Updates: sites, sites, sites,
included in included in included in
the Supply the Supply the Supply
and Install and Install and Install
Price Price Price

3. Technical Services

3.1 Sanitary and Phytosanitary 80 days 80 days 80 days

Expert
3.2 Systems Analyst 80 days 80 days 80 days

3.3 Software 80 days 80 days 80 days

Developer/Engineer
3.4 Software Testing Engineer 80 days 80 days 80 days

3.5 Quality Assurance/ 80 days 80 days 80 days

Internal Control and
Security Expert
Note: - - indicates not applicable. “ indicates repetition of table entry above.
Part 3 – Conditions of Contract and Contract Forms

Background and Informational Materials

Part 3 – Conditions of Contract and Contract Forms

Table of Contents: Background and Informational Materials

Background and Informational Materials149
Part 3 – Conditions of Contract and Contract Forms

BACKGROUND AND INFORMATIONAL MATERIALS

The Ministry of Agriculture (MoA) in close collaboration with the Ministry of Trade & Industry
(MoTI) and the Ministry of Lands is implementing the Malawi Food System Resilience Program
(MFSRP) Project (P177816) with financing from the International Development Association
(IDA) of the World Bank, International Agriculture development fund (IADF), African
Development Bank (AfDB) and Global Agriculture Food Security Program (GAFSP).

The Malawi FSRP builds upon many years of successful experience implementing the Malawi
Agricultural Commercialization and Resilience Enhancement Project, AGCOM (1.0), the GoM’s
flagship agrifood commercialization project. While the Malawi FSRP will introduce new
elements, it will also seek to scale up many of the successful interventions and approaches of
AGCOM (1.0). Most importantly, the Malawi FSRP will continue to pursue the main objective
of AGCOM (1.0), which is to increase the commercialization of primary and value-added
agricultural products as a means of enhancing national and regional food systems resilience. The
Malawi FSRP will also build food systems resilience by helping to develop climate-smart
farming and irrigation systems, including through investments in research, extension, and
infrastructure, and by building the capacity of pivotal public institutions to undertake resilience-
enhancing policy reforms. The project has six components, keeping with the structure and
sequencing of Phase 3 of the Multi-Phase Programmatic Approach (MPA). Approximately 80
percent of the Malawi FSRP resources will cover activities under Components 2 and 3.

Project development objective (PDO)

The project development objective (PDO) is to increase the resilience of food systems and the
country’s preparedness for food insecurity in project areas. It specifically aims to increase the
commercialization of primary and value-added agricultural products.

AGCOM project has six components and these are:

Component 1: (Re-)Building Resilient Agricultural Production Capacity (IDA Grant:

US$26 million, GAFSP Grant: US$5 million)

This component will focus on developing and delivering national and regional information
systems and agricultural technologies and services serving small farmers and other agri-
food system stakeholders. Three clusters of activities are proposed: (a) agricultural
research, development, and innovation systems; (b) the development and upgrading of
digital platforms; and (c) land demarcation and registration of farmland in the project
area.
Part 3 – Conditions of Contract and Contract Forms

Component 2: Supporting the Sustainable Development of Natural Resources for Resilient

Agricultural Landscapes (IDA grant: US$79 million, GAFSP grant: US$2 million)
In alignment with Malawi’s National Irrigation Policy and Master Plan, this component will
finance the construction of medium-to-large-scale irrigation schemes and technical assistance for
the management of their catchment areas. The component will adopt a watershed or landscape
approach to enhance the sustainable and resilient use of natural resources for food systems and
livelihoods within priority areas.

Component 3: Getting to Market (IDA grant: US$119 million, GAFSP grant: US$20
million)
This component aims to improve physical and economic access to sufficient, safe, and nutritious
food by improving agri-food producers’ access to domestic and international markets and
enhancing marketing infrastructure. It will do this by supporting POs, Productive Alliances
(PAs)1, and “last-mile” infrastructure.
Component 4: Promoting a Greater Focus on Food Systems Resilience in National and
Regional Policymaking (IDA grant: US$8 million, GAFSP grant US$3 million)
This component will promote policy and legal reforms relating to agricultural commercialization
and climate resilience by building the government’s institutional and technical capacity to
develop, update, and implement relevant policies and legal texts. Some regulatory documents to
be prepared or updated include the national crop production and development policy, the
agricultural research policy, the horticulture strategy, the contract farming policy, the livestock
breeding strategy, the apiculture strategy, the agricultural diversification strategy, and the e-
commerce strategy.

Component 5: Project Management (IDA Grant: US$18 million)

This component will support project management, coordination, monitoring, and evaluation
(M&E) of project activities. The existing project implementation unit (PIU) within the MoA will
be responsible for project implementation including fiduciary aspects; knowledge
management/communication; grievance redress mechanism (GRM); citizen engagement; and
monitoring the implementation of safeguard-related measures. It will finance PIU staff-related
costs (training etc.), goods, equipment, and vehicles, and other eligible expenses associated with
overall project implementation. Support will also be provided for social/results/impact surveys at
project mid-term and project completion. The capacity of the PIU will be enhanced by hiring
additional technical and administrative staff as needed, including, among other things, an
irrigation engineer, agri-business/MSME value chain expert; technical specialists as needed (who
will work with service providers hired for productive alliances, WUAs, etc.); two additional

1
To enhance the commercialization aspect, POs are linked to off-takers (buyers) through a concept known as a
Productive Alliance (PA). Through the PA arrangement, a PO can access project resources such as Matching Grants
to help invest in capital items (e.g., construction of warehouses, procurement of modern processing equipment, dairy
cows, or transportation trucks, etc.) in order to enhance production and productivity
Part 3 – Conditions of Contract and Contract Forms

support persons to administrate the matching grants program; and an additional project
accountant and procurement assistant to enhance fiduciary management
Component 6: Contingent Emergency Response Component
This component will finance eligible expenditures in the event of an emergency precipitated by a
natural disaster. The activation of CERC, by request of the government, will allow funds to be
disbursed rapidly to reduce damage to productive infrastructure, ensure business continuity, and
speed up recovery. An immediate response mechanism operation manual (IRM-OM) will be
developed by the government stipulating the fiduciary, safeguards, monitoring, and reporting
requirements relating to CERC as well as other coordination and implementation arrangements.
In the event of CERC activation, funds from other project components may be reallocated to
finance immediate response activities as needed.

2.0 RATIONALE
The rationale behind automating MFSRP business processes is to increase efficiency and
effectiveness in the delivery of MFSRP services to the general public. AGCOM-MIS is national-
wide system which has basically four components which are depicted as modules under technical
specifications.
The first module handles component 3 of the project and includes the provision of matching
grants to various SMEs and Producer Organizations to purchase productive assets based on their
approved requirements. Applicants go through a vigorous process of application for grants
(concept note development), evaluation, and due diligence. Such documentation and related
attachments are not digitized within the project processes, rendering the process flow very
inefficient as it relies on physical documentation. The feedback mechanism to applicants has
largely been through phone calls which provided a time lag and in some cases no mechanism to
track feedback given to the clients. The module will facilitate web-based digital application and
feedback mechanism providing the efficiency and tracking mechanism throughout the
application and evaluation stages of the process.

The second module handles PAs and aims to ensure digitized effective technical implementation
support services of these PAs sub-projects, in terms of data monitoring, management, and
communication with TIS Brokers.

The third module handles M&E and aims establish an online operational monitoring and
evaluation system for the project that will track technical, institutional, environmental, social,
economic and financial progress in achieving project outputs, outcomes and impact as compared
to the set targets in the results framework. The purpose is to facilitate management of data for the
Project Implementation unit (PIU) that provide the necessary platform to effectively monitor
project progress and achievements. The system shall facilitate effective mid-term and end of
project evaluations with sufficient information to assess the project’s success through transaction
information management.
Part 3 – Conditions of Contract and Contract Forms

The last module handles project management and aims to streamline project management
activities for PIU staff, giving them a platform where they can add their activities and track their
progress.

3.0 OBJECTIVES OF ASSIGNMENT

The objective of the assignment is to conceptualize, design, develop, and deploy a robust,
effective, efficient, and modern web-based system that automate MFSRP business processes to:

a) Track submissions and all processes relating to the development of concept notes,
concept evaluation, due diligence, business plan development, evaluation of business
plans, and awarding of matching grants;
b) Ensure digitized effective technical implementation support services of PAs sub-projects,
in terms of data monitoring, management, and communication with TIS Brokers;
c) Track technical, institutional, environmental, social, economic and financial progress in
achieving project outputs, outcomes and impact as compared to the set targets in the
results framework
Part 3 – Conditions of Contract and Contract Forms

PART 3 – CONDITIONS OF
CONTRACT AND CONTRACT
FORMS
Section VIII – General Conditions of Contract

SECTION VIII - GENERAL CONDITIONS OF CONTRACT

Section VIII – General Conditions of Contract

Table of Clauses
A. Contract and Interpretation157
1. Definitions157
2. Contract Documents165
3. Interpretation165
4. Notices168
5. Governing Law169
6. Fraud and Corruption169
B. Subject Matter of Contract170
7. Scope of the System170
8. Time for Commencement and Operational Acceptance170
9. Supplier’s Responsibilities171
10. Purchaser’s Responsibilities173
C. Payment174
11. Contract Price174
12. Terms of Payment175
13. Securities176
14. Taxes and Duties177
D. Intellectual Property178
15. Copyright178
16. Software License Agreements179
17. Confidential Information181
E. Supply, Installation, Testing, Commissioning, and Acceptance of the System182
18. Representatives182
19. Project Plan184
20. Subcontracting186
21. Design and Engineering187
22. Procurement, Delivery, and Transport189
23. Product Upgrades192
24. Implementation, Installation, and Other Services193
25. Inspections and Tests193
26. Installation of the System194
27. Commissioning and Operational Acceptance195
F. Guarantees and Liabilities199
28. Operational Acceptance Time Guarantee199
29. Defect Liability200
30. Functional Guarantees203
31. Intellectual Property Rights Warranty203
32. Intellectual Property Rights Indemnity204
33. Limitation of Liability207
Section VIII – General Conditions of Contract

G. Risk Distribution207
34. Transfer of Ownership207
35. Care of the System207
36. Loss of or Damage to Property; Accident or Injury to Workers; Indemnification209
37. Insurances210
38. Force Majeure212
H. Change in Contract Elements214
39. Changes to the System214
40. Extension of Time for Achieving Operational Acceptance219
41. Termination220
42. Assignment227
I. Settlement of Disputes227
43. Settlement of Disputes227
Section VIII – General Conditions of Contract

General Conditions of Contract

A. CONTRACT AND INTERPRETATION

1. Definitions 1.1 In this Contract, the following terms shall be interpreted
as indicated below.
(a) contract elements
(i) “Contract” means the Contract Agreement
entered into between the Purchaser and the
Supplier, together with the Contract
Documents referred to therein. The Contract
Agreement and the Contract Documents shall
constitute the Contract, and the term “the
Contract” shall in all such documents be
construed accordingly.
(ii) “Contract Documents” means the documents
specified in Article 1.1 (Contract Documents)
of the Contract Agreement (including any
amendments to these Documents).
(iii) “Contract Agreement” means the agreement
entered into between the Purchaser and the
Supplier using the form of Contract
Agreement contained in the Sample
Contractual Forms Section of the bidding
documents and any modifications to this form
agreed to by the Purchaser and the Supplier.
The date of the Contract Agreement shall be
recorded in the signed form.
(iv) “GCC” means the General Conditions of
Contract.
(v) “SCC” means the Special Conditions of
Contract.
(vi) “Technical Requirements” means the
Technical Requirements in Section VII of the
bidding documents.
(vii) “Implementation Schedule” means the
Implementation Schedule in Section VII of the
bidding documents.
viii) “Contract Price” means the price or prices
Section VIII – General Conditions of Contract

defined in Article 2 (Contract Price and Terms

of Payment) of the Contract Agreement.
(ix) “Procurement Regulations” refers to the
edition specified in the SCC of the World
Bank “Procurement Regulations for IPF
Borrowers”.
(x) “bidding documents” refers to the collection
of documents issued by the Purchaser to
instruct and inform potential suppliers of the
processes for bidding, selection of the winning
bid, and Contract formation, as well as the
contractual conditions governing the
relationship between the Purchaser and the
Supplier. The General and Special Conditions
of Contract, the Technical Requirements, and
all other documents included in the bidding
documents reflect the Procurement
Regulations that the Purchaser is obligated to
follow during procurement and administration
of this Contract.
(b) entities
(i) “Purchaser” means the entity purchasing the
Information System, as specified in the SCC.
(ii) “Project Manager” means the person named
as such in the SCC or otherwise appointed by
the Purchaser in the manner provided in GCC
Clause 18.1 (Project Manager) to perform the
duties delegated by the Purchaser.
(iii) “Supplier” means the firm or Joint Venture
whose bid to perform the Contract has been
accepted by the Purchaser and is named as
such in the Contract Agreement.
(iv) “Supplier’s Representative” means any person
nominated by the Supplier and named as such
in the Contract Agreement or otherwise
approved by the Purchaser in the manner
provided in GCC Clause 18.2 (Supplier’s
Representative) to perform the duties
delegated by the Supplier.
(v) “Subcontractor” means any firm to whom any
Section VIII – General Conditions of Contract

of the obligations of the Supplier, including

preparation of any design or supply of any
Information Technologies or other Goods or
Services, is subcontracted directly or
indirectly by the Supplier.
(vi) “Adjudicator” means the person named in
Appendix 2 of the Contract Agreement,
appointed by agreement between the
Purchaser and the Supplier to make a decision
on or to settle any dispute between the
Purchaser and the Supplier referred to him or
her by the parties, pursuant to GCC Clause 6.1
(Adjudication).
(vii) “The World Bank” (also called “The Bank”)
means the International Bank for
Reconstruction and Development (IBRD) or
the International Development Association
(IDA).
(c) scope
(i) “Information System,” also called “the
System,” means all the Information
Technologies, Materials, and other Goods to
be supplied, installed, integrated, and made
operational (exclusive of the Supplier’s
Equipment), together with the Services to be
carried out by the Supplier under the Contract.
(ii) “Subsystem” means any subset of the System
identified as such in the Contract that may be
supplied, installed, tested, and commissioned
individually before Commissioning of the
entire System.
(iii) “Information Technologies” means all
information processing and communications-
related hardware, Software, supplies, and
consumable items that the Supplier is
required to supply and install under the
Contract.
(iv) “Goods” means all equipment, machinery,
furnishings, Materials, and other tangible
items that the Supplier is required to supply
or supply and install under the Contract,
Section VIII – General Conditions of Contract

including, without limitation, the Information

Technologies and Materials, but excluding
the Supplier’s Equipment.
(v) “Services” means all technical, logistical,
management, and any other Services to be
provided by the Supplier under the Contract
to supply, install, customize, integrate, and
make operational the System. Such Services
may include, but are not restricted to, activity
management and quality assurance, design,
development, customization, documentation,
transportation, insurance, inspection,
expediting, site preparation, installation,
integration, training, data migration, Pre-
commissioning, Commissioning,
maintenance, and technical support.
(vi) “The Project Plan” means the document to be
developed by the Supplier and approved by
the Purchaser, pursuant to GCC Clause 19,
based on the requirements of the Contract and
the Preliminary Project Plan included in the
Supplier’s bid. The “Agreed Project Plan” is
the version of the Project Plan approved by
the Purchaser, in accordance with GCC
Clause 19.2. Should the Project Plan conflict
with the Contract in any way, the relevant
provisions of the Contract, including any
amendments, shall prevail.
(vii) “Software” means that part of the System
which are instructions that cause information
processing Subsystems to perform in a
specific manner or execute specific
operations.
(viii) “System Software” means Software that
provides the operating and management
instructions for the underlying hardware and
other components, and is identified as such in
Appendix 4 of the Contract Agreement and
such other Software as the parties may agree in
writing to be Systems Software. Such System
Software includes, but is not restricted to,
micro-code embedded in hardware (i.e.,
“firmware”), operating systems,
Section VIII – General Conditions of Contract

communications, system and network

management, and utility software.
(ix) “General-Purpose Software” means Software
that supports general-purpose office and
software development activities and is
identified as such in Appendix 4 of the
Contract Agreement and such other Software
as the parties may agree in writing to be
General- Purpose Software. Such General-
Purpose Software may include, but is not
restricted to, word processing, spreadsheet,
generic database management, and
application development software.
(x) “Application Software” means Software
formulated to perform specific business or
technical functions and interface with the
business or technical users of the System and
is identified as such in Appendix 4 of the
Contract Agreement and such other Software
as the parties may agree in writing to be
Application Software.
(xi) “Standard Software” means Software
identified as such in Appendix 4 of the
Contract Agreement and such other Software
as the parties may agree in writing to be
Standard Software.
(xii) “Custom Software” means Software identified
as such in Appendix 4 of the Contract
Agreement and such other Software as the
parties may agree in writing to be Custom
Software.
(xiii) “Source Code” means the database structures,
dictionaries, definitions, program source files,
and any other symbolic representations
necessary for the compilation, execution, and
subsequent maintenance of the Software
(typically, but not exclusively, required for
Custom Software).
(xiv) “Materials” means all documentation in
printed or printable form and all instructional
and informational aides in any form
(including audio, video, and text) and on any
Section VIII – General Conditions of Contract

medium, provided to the Purchaser under the

Contract.
(xv) “Standard Materials” means all Materials not
specified as Custom Materials.
(xvi) “Custom Materials” means Materials
developed by the Supplier at the Purchaser’s
expense under the Contract and identified as
such in Appendix 5 of the Contract Agreement
and such other Materials as the parties may
agree in writing to be Custom Materials.
Custom Materials includes Materials created
from Standard Materials.
(xvii) “Intellectual Property Rights” means any and
all copyright, moral rights, trademark, patent,
and other intellectual and proprietary rights,
title and interests worldwide, whether vested,
contingent, or future, including without
limitation all economic rights and all
exclusive rights to reproduce, fix, adapt,
modify, translate, create derivative works
from, extract or re-utilize data from,
manufacture, introduce into circulation,
publish, distribute, sell, license, sublicense,
transfer, rent, lease, transmit or provide
access electronically, broadcast, display,
enter into computer memory, or otherwise
use any portion or copy, in whole or in part,
in any form, directly or indirectly, or to
authorize or assign others to do so.
(xviii) “Supplier’s Equipment” means all equipment,
tools, apparatus, or things of every kind
required in or for installation, completion and
maintenance of the System that are to be
provided by the Supplier, but excluding the
Information Technologies, or other items
forming part of the System.
(d) activities
(i) “Delivery” means the transfer of the Goods
from the Supplier to the Purchaser in
accordance with the current edition Incoterms
specified in the Contract.
Section VIII – General Conditions of Contract

(ii) “Installation” means that the System or a

Subsystem as specified in the Contract is
ready for Commissioning as provided in GCC
Clause 26 (Installation).
(iii) “Pre-commissioning” means the testing,
checking, and any other required activity that
may be specified in the Technical Requirements
that are to be carried out by the Supplier in
preparation for Commissioning of the System as
provided in GCC Clause 26 (Installation).
(iv) “Commissioning” means operation of the
System or any Subsystem by the Supplier
following Installation, which operation is to be
carried out by the Supplier as provided in
GCC Clause 27.1 (Commissioning), for the
purpose of carrying out Operational
Acceptance Test(s).
(v) “Operational Acceptance Tests” means the
tests specified in the Technical Requirements
and Agreed Project Plan to be carried out to
ascertain whether the System, or a specified
Subsystem, is able to attain the functional and
performance requirements specified in the
Technical Requirements and Agreed Project
Plan, in accordance with the provisions of
GCC Clause 27.2 (Operational Acceptance
Test).
(vi) “Operational Acceptance” means the
acceptance by the Purchaser of the System (or
any Subsystem(s) where the Contract provides
for acceptance of the System in parts), in
accordance with GCC Clause 27.3
(Operational Acceptance).
(e) place and time
(i) “Purchaser’s Country” is the country named
in the SCC.
(ii) “Supplier’s Country” is the country in which
the Supplier is legally organized, as named in
the Contract Agreement.
(iii) Unless otherwise specified in the SCC
Section VIII – General Conditions of Contract

“Project Site(s)” means the place(s) in the Site

Table in the Technical Requirements Section
for the supply and installation of the System.
(iv) “Eligible Country” means the countries and
territories eligible for participation in
procurements financed by the World Bank as
defined in the Procurement Regulations.
(v) “Day” means calendar day of the Gregorian
Calendar.
(vi) “Week” means seven (7) consecutive Days,
beginning the day of the week as is customary
in the Purchaser’s Country.
(vii) “Month” means calendar month of the
Gregorian Calendar.
(viii) “Year” means twelve (12) consecutive
Months.
(ix) “Effective Date” means the date of fulfillment
of all conditions specified in Article 3
(Effective Date for Determining Time for
Achieving Operational Acceptance) of the
Contract Agreement, for the purpose of
determining the Delivery, Installation, and
Operational Acceptance dates for the System
or Subsystem(s).
(x) “Contract Period” is the time period during
which this Contract governs the relations and
obligations of the Purchaser and Supplier in
relation to the System, as unless otherwise
specified in the SCC, the Contract shall
continue in force until the Information System
and all the Services have been provided,
unless the Contract is terminated earlier in
accordance with the terms set out in the
Contract.
(xi) “Defect Liability Period” (also referred to as
the “Warranty Period”) means the period of
validity of the warranties given by the
Supplier commencing at date of the
Operational Acceptance Certificate of the
System or Subsystem(s), during which the
Section VIII – General Conditions of Contract

Supplier is responsible for defects with respect

to the System (or the relevant Subsystem[s])
as provided in GCC Clause 29 (Defect
Liability).
(xii) “The Coverage Period” means the Days of the
Week and the hours of those Days during
which maintenance, operational, and/or
technical support services (if any) must be
available.
(xiii) The Post-Warranty Services Period” means the
number of years defined in the SCC (if any),
following the expiration of the Warranty
Period during which the Supplier may be
obligated to provide Software licenses,
maintenance, and/or technical support services
for the System, either under this Contract or
under separate contract(s).
2. Contract 2.1 Subject to Article 1.2 (Order of Precedence) of the
Documents Contract Agreement, all documents forming part of the
Contract (and all parts of these documents) are intended
to be correlative, complementary, and mutually
explanatory. The Contract shall be read as a whole.
3. Interpretation 3.1 Governing Language
3.1.1 Unless otherwise specified in the SCC, all
Contract Documents and related correspondence
exchanged between Purchaser and Supplier shall be
written in the language of these bidding documents
(English), and the Contract shall be construed and
interpreted in accordance with that language.
3.1.2 If any of the Contract Documents or related
correspondence are prepared in a language other
than the governing language under GCC Clause
3.1.1 above, the translation of such documents into
the governing language shall prevail in matters of
interpretation. The originating party, with respect to
such documents shall bear the costs and risks of
such translation.
3.2 Singular and Plural
The singular shall include the plural and the plural the
singular, except where the context otherwise requires.
Section VIII – General Conditions of Contract

3.3 Headings
The headings and marginal notes in the GCC are included
for ease of reference and shall neither constitute a part of
the Contract nor affect its interpretation.
3.4 Persons
Words importing persons or parties shall include firms,
corporations, and government entities.
3.5 Incoterms
Unless inconsistent with any provision of the Contract,
the meaning of any trade term and the rights and
obligations of parties thereunder shall be as prescribed by
the Incoterms
Incoterms means international rules for interpreting trade
terms published by the International Chamber of
Commerce (latest edition), 38 Cours Albert 1er, 75008
Paris, France.

3.6 Entire Agreement

The Contract constitutes the entire agreement between the
Purchaser and Supplier with respect to the subject matter
of Contract and supersedes all communications,
negotiations, and agreements (whether written or oral) of
parties with respect to the subject matter of the Contract
made prior to the date of Contract.
3.7 Amendment
No amendment or other variation of the Contract shall be
effective unless it is in writing, is dated, expressly refers
to the Contract, and is signed by a duly authorized
representative of each party to the Contract.
3.8 Independent Supplier
The Supplier shall be an independent contractor
performing the Contract. The Contract does not create
any agency, partnership, joint venture, or other joint
relationship between the parties to the Contract.
Subject to the provisions of the Contract, the Supplier
shall be solely responsible for the manner in which the
Section VIII – General Conditions of Contract

Contract is performed. All employees, representatives, or

Subcontractors engaged by the Supplier in connection
with the performance of the Contract shall be under the
complete control of the Supplier and shall not be deemed
to be employees of the Purchaser, and nothing contained
in the Contract or in any subcontract awarded by the
Supplier shall be construed to create any contractual
relationship between any such employees,
representatives, or Subcontractors and the Purchaser.
3.9 Joint Venture
If the Supplier is a Joint Venture of two or more firms, all
such firms shall be jointly and severally bound to the
Purchaser for the fulfillment of the provisions of the
Contract and shall designate one of such firms to act as a
leader with authority to bind the Joint Venture. The
composition or constitution of the Joint Venture shall not
be altered without the prior consent of the Purchaser.
3.10 Nonwaiver
3.10.1 Subject to GCC Clause 3.10.2 below, no
relaxation, forbearance, delay, or indulgence by
either party in enforcing any of the terms and
conditions of the Contract or the granting of time
by either party to the other shall prejudice, affect,
or restrict the rights of that party under the
Contract, nor shall any waiver by either party of
any breach of Contract operate as waiver of any
subsequent or continuing breach of Contract.
3.10.2 Any waiver of a party’s rights, powers, or
remedies under the Contract must be in writing,
must be dated and signed by an authorized
representative of the party granting such waiver,
and must specify the right and the extent to which
it is being waived.
3.11 Severability
If any provision or condition of the Contract is prohibited
or rendered invalid or unenforceable, such prohibition,
invalidity, or unenforceability shall not affect the validity
or enforceability of any other provisions and conditions of
the Contract.
3.12 Country of Origin
Section VIII – General Conditions of Contract

“Origin” means the place where the Information

Technologies, Materials, and other Goods for the System
were produced or from which the Services are supplied.
Goods are produced when, through manufacturing,
processing, Software development, or substantial and
major assembly or integration of components, a
commercially recognized product results that is
substantially different in basic characteristics or in
purpose or utility from its components. The Origin of
Goods and Services is distinct from the nationality of the
Supplier and may be different.
4. Notices 4.1 Unless otherwise stated in the Contract, all notices to be
given under the Contract shall be in writing and shall be
sent, pursuant to GCC Clause 4.3 below, by personal
delivery, airmail post, special courier, facsimile,
electronic mail, or Electronic Data Interchange (EDI),
with the following provisions.
4.1.1 Any notice sent by facsimile, electronic mail, or
EDI shall be confirmed within two (2) days after
dispatch by notice sent by airmail post or special
courier, except as otherwise specified in the
Contract.
4.1.2 Any notice sent by airmail post or special courier
shall be deemed (in the absence of evidence of
earlier receipt) to have been delivered ten (10) days
after dispatch. In proving the fact of dispatch, it
shall be sufficient to show that the envelope
containing such notice was properly addressed,
stamped, and conveyed to the postal authorities or
courier service for transmission by airmail or special
courier.
4.1.3 Any notice delivered personally or sent by
facsimile, electronic mail, or EDI shall be deemed
to have been delivered on the date of its dispatch.
4.1.4 Either party may change its postal, facsimile,
electronic mail, or EDI addresses for receipt of such
notices by ten (10) days’ notice to the other party in
writing.
4.2 Notices shall be deemed to include any approvals,
consents, instructions, orders, certificates, information
and other communication to be given under the Contract.
Section VIII – General Conditions of Contract

4.3 Pursuant to GCC Clause 18, notices from/to the Purchaser

are normally given by, or addressed to, the Project
Manager, while notices from/to the Supplier are normally
given by, or addressed to, the Supplier's Representative,
or in its absence its deputy if any. If there is no appointed
Project Manager or Supplier's Representative (or deputy),
or if their related authority is limited by the SCC for GCC
Clauses 18.1 or 18.2.2, or for any other reason, the
Purchaser or Supplier may give and receive notices at
their fallback addresses. The address of the Project
Manager and the fallback address of the Purchaser are as
specified in the SCC or as subsequently
established/amended. The address of the Supplier's
Representative and the fallback address of the Supplier
are as specified in Appendix 1 of the Contract Agreement
or as subsequently established/amended.
5. Governing Law 5.1 The Contract shall be governed by and interpreted in
accordance with the laws of the country specified in the
SCC.
5.2 Throughout the execution of the Contract, the Supplier
shall comply with the import of goods and services
prohibitions in the Purchaser’s Country when
(a) as a matter of law or official regulations, the
Borrower’s country prohibits commercial relations with
that country; or

5.3 by an act of compliance with a decision of the United

Nations Security Council taken under Chapter VII of the
Charter of the United Nations, the Borrower’s Country
prohibits any import of goods from that country or any
payments to any country, person, or entity in that country.

6. Fraud and
Corruption 6.1 The Bank requires compliance with the Bank’s Anti-
Corruption Guidelines and its prevailing sanctions policies
and procedures as set forth in the WBG’s Sanctions Frame-
work, as set forth in the Appendix to the GCC.

6.2 The Purchaser requires the Supplier to disclose any commis-

sions or fees that may have been paid or are to be paid to
agents or any other party with respect to the bidding process
or execution of the Contract. The information disclosed must
include at least the name and address of the agent or other
Section VIII – General Conditions of Contract

party, the amount and currency, and the purpose of the

commission, gratuity or fee.

B. SUBJECT MATTER OF CONTRACT

7. Scope of the 7.1 Unless otherwise expressly limited in the SCC or Technical
System Requirements, the Supplier’s obligations cover the provision
of all Information Technologies, Materials and other Goods
as well as the performance of all Services required for the
design, development, and implementation (including
procurement, quality assurance, assembly, associated site
preparation, Delivery, Pre-commissioning, Installation,
Testing, and Commissioning) of the System, in accordance
with the plans, procedures, specifications, drawings, codes,
and any other documents specified in the Contract and the
Agreed Project Plan.
7.2 The Supplier shall, unless specifically excluded in the
Contract, perform all such work and / or supply all such
items and Materials not specifically mentioned in the
Contract but that can be reasonably inferred from the
Contract as being required for attaining Operational
Acceptance of the System as if such work and / or items and
Materials were expressly mentioned in the Contract.
7.3 The Supplier’s obligations (if any) to provide Goods and
Services as implied by the Recurrent Cost tables of the
Supplier’s bid, such as consumables, spare parts, and
technical services (e.g., maintenance, technical assistance,
and operational support), are as specified in the SCC,
including the relevant terms, characteristics, and timings.
8. Time for 8.1 The Supplier shall commence work on the System within the
Commencement period specified in the SCC, and without prejudice to GCC
and Operational Clause 28.2, the Supplier shall thereafter proceed with the
Acceptance System in accordance with the time schedule specified in the
Implementation Schedule and any refinements made in the
Agreed Project Plan.
8.2 The Supplier shall achieve Operational Acceptance of the
System (or Subsystem(s) where a separate time for
Operational Acceptance of such Subsystem(s) is specified in
the Contract) in accordance with the time schedule specified
in the Implementation Schedule and any refinements made in
Section VIII – General Conditions of Contract

the Agreed Project Plan, or within such extended time to

which the Supplier shall be entitled under GCC Clause 40
(Extension of Time for Achieving Operational Acceptance).
9. Supplier’s 9.1 The Supplier shall conduct all activities with due care and
Responsibilities diligence, in accordance with the Contract and with the skill
and care expected of a competent provider of information
technologies, information systems, support, maintenance,
training, and other related services, or in accordance with
best industry practices. In particular, the Supplier shall
provide and employ only technical personnel who are skilled
and experienced in their respective callings and supervisory
staff who are competent to adequately supervise the work at
hand.
9.2 The Supplier confirms that it has entered into this Contract
on the basis of a proper examination of the data relating to
the System provided by the Purchaser and on the basis of
information that the Supplier could have obtained from a
visual inspection of the site (if access to the site was
available) and of other data readily available to the Supplier
relating to the System as at the date twenty-eight (28) days
prior to bid submission. The Supplier acknowledges that any
failure to acquaint itself with all such data and information
shall not relieve its responsibility for properly estimating the
difficulty or cost of successfully performing the Contract.
9.3 The Supplier shall be responsible for timely provision of all
resources, information, and decision making under its
control that are necessary to reach a mutually Agreed Project
Plan (pursuant to GCC Clause 19.2) within the time schedule
specified in the Implementation Schedule. Failure to provide
such resources, information, and decision-making may
constitute grounds for termination pursuant to GCC
Clause 41.2.
9.4 The Supplier shall acquire in its name all permits, approvals,
and/or licenses from all local, state, or national government
authorities or public service undertakings in the Purchaser’s
Country that are necessary for the performance of the
Contract, including, without limitation, visas for the
Supplier’s and Subcontractor’s personnel and entry permits
for all imported Supplier’s Equipment. The Supplier shall
acquire all other permits, approvals, and/or licenses that are
not the responsibility of the Purchaser under GCC
Clause 10.4 and that are necessary for the performance of the
Contract.
Section VIII – General Conditions of Contract

9.5 The Supplier shall comply with all laws in force in the
Purchaser’s Country. The laws will include all national,
provincial, municipal, or other laws that affect the
performance of the Contract and are binding upon the
Supplier. The Supplier shall indemnify and hold harmless
the Purchaser from and against any and all liabilities,
damages, claims, fines, penalties, and expenses of whatever
nature arising or resulting from the violation of such laws by
the Supplier or its personnel, including the Subcontractors
and their personnel, but without prejudice to GCC
Clause 10.1. The Supplier shall not indemnify the Purchaser
to the extent that such liability, damage, claims, fines,
penalties, and expenses were caused or contributed to by a
fault of the Purchaser.
9.6 The Supplier shall, in all dealings with its labor and the labor
of its Subcontractors currently employed on or connected
with the Contract, pay due regard to all recognized festivals,
official holidays, religious or other customs, and all local
laws and regulations pertaining to the employment of labor.
9.7 Any Information Technologies or other Goods and Services
that will be incorporated in or be required for the System and
other supplies shall have their Origin, as defined in GCC
Clause 3.12, in a country that shall be an Eligible Country, as
defined in GCC Clause 1.1 (e) (iv).
9.8 Pursuant to paragraph 2.2 e. of Appendix B to the General
Conditions the Supplier shall permit and shall cause its
subcontractors and subconsultants to permit, the Bank and/or
persons appointed by the Bank to inspect the Site and/or the
accounts and records relating to the performance of the
Contract and the submission of the Bid, and to have such
accounts and records audited by auditors appointed by the
Bank if requested by the Bank. The Supplier’s and its
Subcontractors’ and subconsultants’ attention is drawn to
Sub-Clause 6.1 which provides, inter alia, that acts intended
to materially impede the exercise of the Bank’s inspection
and audit rights constitute a prohibited practice subject to
contract termination (as well as to a determination of
ineligibility pursuant to the Bank’s prevailing sanctions
procedures).
9.9 The Supplier shall conform to the sustainable procurement
contractual provisions, if and as specified in the SCC.
9.10 Unless otherwise specified in the SCC the Supplier shall
Section VIII – General Conditions of Contract

have no other Supplier responsibilities.

10. Purchaser’s 10.1 The Purchaser shall ensure the accuracy of all information
Responsibilities and/or data to be supplied by the Purchaser to the Supplier,
except when otherwise expressly stated in the Contract.
10.2 The Purchaser shall be responsible for timely provision of all
resources, information, and decision making under its control
that are necessary to reach an Agreed Project Plan (pursuant
to GCC Clause 19.2) within the time schedule specified in
the Implementation Schedule. Failure to provide such
resources, information, and decision making may constitute
grounds for Termination pursuant to GCC Clause 41.3.1 (b).
10.3 The Purchaser shall be responsible for acquiring and providing
legal and physical possession of the site and access to it, and for
providing possession of and access to all other areas reasonably
required for the proper execution of the Contract.
10.4 If requested by the Supplier, the Purchaser shall use its best
endeavors to assist the Supplier in obtaining in a timely and
expeditious manner all permits, approvals, and/or licenses
necessary for the execution of the Contract from all local,
state, or national government authorities or public service
undertakings that such authorities or undertakings require the
Supplier or Subcontractors or the personnel of the Supplier
or Subcontractors, as the case may be, to obtain.
10.5 In such cases where the responsibilities of specifying and
acquiring or upgrading telecommunications and/or electric
power services falls to the Supplier, as specified in the
Technical Requirements, SCC, Agreed Project Plan, or other
parts of the Contract, the Purchaser shall use its best
endeavors to assist the Supplier in obtaining such services in
a timely and expeditious manner.
10.6 The Purchaser shall be responsible for timely provision of all
resources, access, and information necessary for the
Installation and Operational Acceptance of the System
(including, but not limited to, any required
telecommunications or electric power services), as identified
in the Agreed Project Plan, except where provision of such
items is explicitly identified in the Contract as being the
responsibility of the Supplier. Delay by the Purchaser may
result in an appropriate extension of the Time for
Operational Acceptance, at the Supplier’s discretion.
10.7 Unless otherwise specified in the Contract or agreed upon by
Section VIII – General Conditions of Contract

the Purchaser and the Supplier, the Purchaser shall provide

sufficient, properly qualified operating and technical
personnel, as required by the Supplier to properly carry out
Delivery, Pre-commissioning, Installation, Commissioning,
and Operational Acceptance, at or before the time specified
in the Implementation Schedule and the Agreed Project Plan.
10.8 The Purchaser will designate appropriate staff for the
training courses to be given by the Supplier and shall make
all appropriate logistical arrangements for such training as
specified in the Technical Requirements, SCC, the Agreed
Project Plan, or other parts of the Contract.
10.9 The Purchaser assumes primary responsibility for the
Operational Acceptance Test(s) for the System, in
accordance with GCC Clause 27.2, and shall be responsible
for the continued operation of the System after Operational
Acceptance. However, this shall not limit in any way the
Supplier’s responsibilities after the date of Operational
Acceptance otherwise specified in the Contract.
10.10 The Purchaser is responsible for performing and safely
storing timely and regular backups of its data and Software
in accordance with accepted data management principles,
except where such responsibility is clearly assigned to the
Supplier elsewhere in the Contract.
10.11 All costs and expenses involved in the performance of the
obligations under this GCC Clause 10 shall be the
responsibility of the Purchaser, save those to be incurred by
the Supplier with respect to the performance of the
Operational Acceptance Test(s), in accordance with GCC
Clause 27.2.
10.12 Unless otherwise specified in the SCC the Purchaser shall
have no other Purchaser responsibilities.

C. PAYMENT
11. Contract Price 11.1 The Contract Price shall be as specified in Article 2
(Contract Price and Terms of Payment) of the Contract
Agreement.
11.2 The Contract Price shall be a firm lump sum not subject to
any alteration, except:
(a) in the event of a Change in the System pursuant to
Section VIII – General Conditions of Contract

GCC Clause 39 or to other clauses in the Contract;

(b) the price adjustment formula specified in the SCC (if
any). However, Unless otherwise specified in the
SCC there will NOT be a price adjustment formula.
11.3 The Supplier shall be deemed to have satisfied itself as to the
correctness and sufficiency of the Contract Price, which
shall, except as otherwise provided for in the Contract, cover
all its obligations under the Contract.
12. Terms of 12.1 The Supplier’s request for payment shall be made to the
Payment Purchaser in writing, accompanied by an invoice describing,
as appropriate, the System or Subsystem(s), Delivered, Pre-
commissioned, Installed, and Operationally Accepted, and
by documents submitted pursuant to GCC Clause 22.5 and
upon fulfillment of other obligations stipulated in the
Contract.
The Contract Price shall be paid as specified in the SCC.
12.2 No payment made by the Purchaser herein shall be deemed
to constitute acceptance by the Purchaser of the System or
any Subsystem(s).
12.3 Payments shall be made promptly by the Purchaser, but in no
case later than forty five (45) days after submission of a valid
invoice by the Supplier. In the event that the Purchaser fails
to make any payment by its respective due date or within the
period set forth in the Contract, the Purchaser shall pay to the
Supplier interest on the amount of such delayed payment at
the rate(s) specified in the SCC for the period of delay until
payment has been made in full, whether before or after
judgment or arbitration award.
12.4 Payments shall be made in the currency(ies) specified in the
Contract Agreement, pursuant to GCC Clause 11. For
Goods and Services supplied locally, payments shall be
made as specified in the SCC.
12.5 Unless otherwise specified in the SCC, payment of the
foreign currency portion of the Contract Price for Goods
supplied from outside the Purchaser’s Country shall be made
to the Supplier through an irrevocable letter of credit opened
by an authorized bank in the Supplier’s Country and will be
payable on presentation of the appropriate documents. It is
agreed that the letter of credit will be subject to Article 10 of
the latest revision of Uniform Customs and Practice for
Section VIII – General Conditions of Contract

Documentary Credits, published by the International

Chamber of Commerce, Paris.
13. Securities 13.1 Issuance of Securities
The Supplier shall provide the securities specified below in
favor of the Purchaser at the times and in the amount,
manner, and form specified below.
13.2 Advance Payment Security
13.2.1 The Supplier shall provide within twenty-eight (28)
days of the notification of Contract award an Advance
Payment Security in the amount and currency of the
Advance Payment specified in SCC for GCC Clause
12.1 above and valid until the System is Operationally
Accepted.
13.2.2 The security shall be in the form provided in the
bidding documents or in another form acceptable to
the Purchaser. The amount of the security shall be
reduced in proportion to the value of the System
executed by and paid to the Supplier from time to time
and shall automatically become null and void when
the full amount of the advance payment has been
recovered by the Purchaser. Unless otherwise
specified in the SCC, the reduction in value and
expiration of the Advance Payment Security are
calculated as follows:
P*a/(100-a), where “P” is the sum of all payments
effected so far to the Supplier (excluding the Advance
Payment), and “a” is the Advance Payment expressed
as a percentage of the Contract Price pursuant to the
SCC for GCC Clause 12.1.
The security shall be returned to the Supplier
immediately after its expiration.
13.3 Performance Security
13.3.1 The Supplier shall, within twenty-eight (28) days of
the notification of Contract award, provide a security
for the due performance of the Contract in the amount
and currency specified in the SCC.
13.3.2 The security shall be a bank guarantee in the form
provided in the Sample Contractual Forms Section of
the bidding documents, or it shall be in another form
Section VIII – General Conditions of Contract

acceptable to the Purchaser.

13.3.3 The security shall automatically become null and void
once all the obligations of the Supplier under the
Contract have been fulfilled, including, but not limited
to, any obligations during the Warranty Period and
any extensions to the period. The security shall be
returned to the Supplier no later than twenty-eight (28)
days after its expiration.
13.3.4 Upon Operational Acceptance of the entire System,
the security shall be reduced to the amount specified
in the SCC, on the date of such Operational
Acceptance, so that the reduced security would only
cover the remaining warranty obligations of the
Supplier.
14. Taxes and Duties 14.1 For Goods or Services supplied from outside the Purchaser’s
country, the Supplier shall be entirely responsible for all
taxes, stamp duties, license fees, and other such levies
imposed outside the Purchaser’s country. Any duties, such
as importation or customs duties, and taxes and other levies,
payable in the Purchaser’s country for the supply of Goods
and Services from outside the Purchaser’s country are the
responsibility of the Purchaser unless these duties or taxes
have been made part of the Contract Price in Article 2 of the
Contract Agreement and the Price Schedule it refers to, in
which case the duties and taxes will be the Supplier’s
responsibility.
14.2 For Goods or Services supplied locally, the Supplier shall be
entirely responsible for all taxes, duties, license fees, etc.,
incurred until delivery of the contracted Goods or Services to
the Purchaser. The only exception are taxes or duties, such
as value-added or sales tax or stamp duty as apply to, or are
clearly identifiable, on the invoices and provided they apply
in the Purchaser’s country, and only if these taxes, levies
and/or duties are also excluded from the Contract Price in
Article 2 of the Contract Agreement and the Price Schedule
it refers to.
14.3 If any tax exemptions, reductions, allowances, or privileges
may be available to the Supplier in the Purchaser’s Country,
the Purchaser shall use its best efforts to enable the Supplier
to benefit from any such tax savings to the maximum
allowable extent.
14.4 For the purpose of the Contract, it is agreed that the Contract
Section VIII – General Conditions of Contract

Price specified in Article 2 (Contract Price and Terms of

Payment) of the Contract Agreement is based on the taxes,
duties, levies, and charges prevailing at the date twenty-eight
(28) days prior to the date of bid submission in the
Purchaser’s Country (also called “Tax” in this GCC Clause
14.4). If any Tax rates are increased or decreased, a new Tax
is introduced, an existing Tax is abolished, or any change in
interpretation or application of any Tax occurs in the course
of the performance of the Contract, which was or will be
assessed on the Supplier, its Subcontractors, or their
employees in connection with performance of the Contract,
an equitable adjustment to the Contract Price shall be made
to fully take into account any such change by addition to or
reduction from the Contract Price, as the case may be.

D. INTELLECTUAL PROPERTY
15. Copyright 15.1 The Intellectual Property Rights in all Standard Software and
Standard Materials shall remain vested in the owner of such
rights.
15.2 The Purchaser agrees to restrict use, copying, or duplication
of the Standard Software and Standard Materials in
accordance with GCC Clause 16, except that additional
copies of Standard Materials may be made by the Purchaser
for use within the scope of the project of which the System is
a part, in the event that the Supplier does not deliver copies
within thirty (30) days from receipt of a request for such
Standard Materials.
15.3 The Purchaser’s contractual rights to use the Standard
Software or elements of the Standard Software may not be
assigned, licensed, or otherwise transferred voluntarily
except in accordance with the relevant license agreement or
unless otherwise specified in the SCC to a legally
constituted successor organization (e.g., a reorganization of a
public entity formally authorized by the government or
through a merger or acquisition of a private entity).
15.4 Unless otherwise specified in the SCC, the Intellectual
Property Rights in all Custom Software and Custom
Materials specified in Appendices 4 and 5 of the Contract
Agreement (if any) shall, at the date of this Contract or on
creation of the rights (if later than the date of this Contract),
vest in the Purchaser. The Supplier shall do and execute or
arrange for the doing and executing of each necessary act,
Section VIII – General Conditions of Contract

document, and thing that the Purchaser may consider

necessary or desirable to perfect the right, title, and interest
of the Purchaser in and to those rights. In respect of such
Custom Software and Custom Materials, the Supplier shall
ensure that the holder of a moral right in such an item does
not assert it, and the Supplier shall, if requested to do so by
the Purchaser and where permitted by applicable law, ensure
that the holder of such a moral right waives it.
15.5 Unless otherwise specified in the SCC, escrow
arrangements shall NOT be required.
16. Software License 16.1 Except to the extent that the Intellectual Property Rights in
Agreements the Software vest in the Purchaser, the Supplier hereby
grants to the Purchaser license to access and use the
Software, including all inventions, designs, and marks
embodied in the Software.
Such license to access and use the Software shall:
(a) be:
(i) nonexclusive;
(ii) fully paid up and irrevocable (except that it shall
terminate if the Contract terminates under GCC
Clauses 41.1 or 41.3);
(iii) unless otherwise specified in the SCC valid
throughout the territory of the Purchaser’s
Country;
(iv) unless otherwise specified in the SCC subject
to NO additional restrictions.
(b) permit the Software to be:
(i) used or copied for use on or with the computer(s)
for which it was acquired (if specified in the
Technical Requirements and/or the Supplier’s
bid), plus a backup computer(s) of the same or
similar capacity, if the primary is(are)
inoperative, and during a reasonable transitional
period when use is being transferred between
primary and backup;
(ii) used or copied for use on or transferred to a
replacement computer(s), (and use on the original
and replacement computer(s) may be
Section VIII – General Conditions of Contract

simultaneous during a reasonable transitional

period) provided that, if the Technical
Requirements and/or the Supplier’s bid specifies
a class of computer to which the license is
restricted, the replacement computer(s) is(are)
within that class;
(iii) if the nature of the System is such as to permit
such access, accessed from other computers
connected to the primary and/or backup
computer(s) by means of a local or wide-area
network or similar arrangement, and used on or
copied for use on those other computers to the
extent necessary to that access;
(iv) reproduced for safekeeping or backup purposes;
(v) customized, adapted, or combined with other
computer software for use by the Purchaser,
provided that derivative software incorporating
any substantial part of the delivered, restricted
Software shall be subject to same restrictions as
are set forth in this Contract;
(vi) unless otherwise specified in the SCC,
disclosed to, and reproduced for use by, support
service suppliers and their subcontractors, (and
the Purchaser may sublicense such persons to use
and copy for use the Software) to the extent
reasonably necessary to the performance of their
support service contracts, subject to the same
restrictions as are set forth in this Contract; and
(vii) unless otherwise specified in the SCC disclosed
to, and reproduced for use by, NO other parties.
16.2 The Supplier has the right to audit the Standard Software to
verify compliance with the above license agreements.
Unless otherwise specified in the SCC, the Purchaser will
make available to the Supplier, within seven (7) days of a
written request, accurate and up-to-date records of the
number and location of copies, the number of authorized
users, or any other relevant data required to demonstrate use
of the Standard Software as per the license agreement. If
and only if, expressly agreed in writing between the
Purchaser and the Supplier, Purchaser will allow, under a
pre-specified agreed procedure, the execution of embedded
software functions under Supplier’s control, and
Section VIII – General Conditions of Contract

unencumbered transmission of resulting information on

software usage.
17. Confidential 17.1 Unless otherwise specified in the SCC, the "Receiving
Information Party" (either the Purchaser or the Supplier) shall keep
confidential and shall not, without the written consent of the
other party to this Contract (“the Disclosing Party”), divulge
to any third party any documents, data, or other information
of a confidential nature (“Confidential Information”)
connected with this Contract, and furnished directly or
indirectly by the Disclosing Party prior to or during
performance, or following termination, of this Contract.
17.2 For the purposes of GCC Clause 17.1, the Supplier is also
deemed to be the Receiving Party of Confidential
Information generated by the Supplier itself in the course of
the performance of its obligations under the Contract and
relating to the businesses, finances, suppliers, employees, or
other contacts of the Purchaser or the Purchaser’s use of the
System.
17.3 Notwithstanding GCC Clauses 17.1 and 17.2:
(a) the Supplier may furnish to its Subcontractor
Confidential Information of the Purchaser to the extent
reasonably required for the Subcontractor to perform
its work under the Contract; and
(b) the Purchaser may furnish Confidential Information of
the Supplier: (i) to its support service suppliers and
their subcontractors to the extent reasonably required
for them to perform their work under their support
service contracts; and (ii) to its affiliates and
subsidiaries,
in which event the Receiving Party shall ensure that the
person to whom it furnishes Confidential Information of the
Disclosing Party is aware of and abides by the Receiving
Party’s obligations under this GCC Clause 17 as if that
person were party to the Contract in place of the Receiving
Party.
17.4 The Purchaser shall not, without the Supplier’s prior written
consent, use any Confidential Information received from the
Supplier for any purpose other than the operation,
maintenance and further development of the System.
Similarly, the Supplier shall not, without the Purchaser’s
prior written consent, use any Confidential Information
Section VIII – General Conditions of Contract

received from the Purchaser for any purpose other than those
that are required for the performance of the Contract.
17.5 The obligation of a party under GCC Clauses 17.1 through
17.4 above, however, shall not apply to that information
which:
(a) now or hereafter enters the public domain through no
fault of the Receiving Party;
(b) can be proven to have been possessed by the Receiving
Party at the time of disclosure and that was not
previously obtained, directly or indirectly, from the
Disclosing Party;
(c) otherwise lawfully becomes available to the Receiving
Party from a third party that has no obligation of
confidentiality.
17.6 The above provisions of this GCC Clause 17 shall not in any
way modify any undertaking of confidentiality given by
either of the parties to this Contract prior to the date of the
Contract in respect of the System or any part thereof.
17.7 Unless otherwise specified in the SCC, the provisions of
this GCC Clause 17 shall survive the termination, for
whatever reason, of the Contract for three (3) years.

E. SUPPLY, INSTALLATION, TESTING,

COMMISSIONING, AND ACCEPTANCE OF THE SYSTEM
18. Representatives 18.1 Project Manager
If the Project Manager is not named in the Contract, then
within fourteen (14) days of the Effective Date, the
Purchaser shall appoint and notify the Supplier in writing of
the name of the Project Manager. The Purchaser may from
time to time appoint some other person as the Project
Manager in place of the person previously so appointed and
shall give a notice of the name of such other person to the
Supplier without delay. No such appointment shall be made
at such a time or in such a manner as to impede the progress
of work on the System. Such appointment shall take effect
only upon receipt of such notice by the Supplier. Unless
otherwise specified in the SCC (if any), the Project
Manager shall have the authority to represent the Purchaser
on all day-to-day matters relating to the System or arising
Section VIII – General Conditions of Contract

from the Contract, and shall normally be the person giving or

receiving notices on behalf of the Purchaser pursuant to GCC
Clause 4.
18.2 Supplier’s Representative
18.2.1 If the Supplier’s Representative is not named in the
Contract, then within fourteen (14) days of the
Effective Date, the Supplier shall appoint the
Supplier’s Representative and shall request the
Purchaser in writing to approve the person so
appointed. The request must be accompanied by a
detailed curriculum vitae for the nominee, as well as a
description of any other System or non-System
responsibilities the nominee would retain while
performing the duties of the Supplier’s Representative.
If the Purchaser does not object to the appointment
within fourteen (14) days, the Supplier’s
Representative shall be deemed to have been
approved. If the Purchaser objects to the appointment
within fourteen (14) days giving the reason therefor,
then the Supplier shall appoint a replacement within
fourteen (14) days of such objection in accordance
with this GCC Clause 18.2.1.
18.2.2 Unless otherwise specified in the SCC (if any), the
Supplier’s Representative shall have the authority to
represent the Supplier on all day-to-day matters
relating to the System or arising from the Contract,
and shall normally be the person giving or receiving
notices on behalf of the Supplier pursuant to GCC
Clause 4.
18.2.3 The Supplier shall not revoke the appointment of the
Supplier’s Representative without the Purchaser’s
prior written consent, which shall not be unreasonably
withheld. If the Purchaser consents to such an action,
the Supplier shall appoint another person of equal or
superior qualifications as the Supplier’s
Representative, pursuant to the procedure set out in
GCC Clause 18.2.1.
18.2.4 The Supplier’s Representative and staff are obliged to
work closely with the Purchaser’s Project Manager
and staff, act within their own authority, and abide by
directives issued by the Purchaser that are consistent
with the terms of the Contract. The Supplier’s
Representative is responsible for managing the
Section VIII – General Conditions of Contract

activities of its personnel and any subcontracted

personnel.
18.2.5 The Supplier’s Representative may, subject to the
approval of the Purchaser (which shall not be
unreasonably withheld), at any time delegate to any
person any of the powers, functions, and authorities
vested in him or her. Any such delegation may be
revoked at any time. Any such delegation or
revocation shall be subject to a prior notice signed by
the Supplier’s Representative and shall specify the
powers, functions, and authorities thereby delegated or
revoked. No such delegation or revocation shall take
effect unless and until the notice of it has been
delivered.
18.2.6 Any act or exercise by any person of powers,
functions and authorities so delegated to him or her in
accordance with GCC Clause 18.2.5 shall be deemed
to be an act or exercise by the Supplier’s
Representative.
18.3 Objections and Removals
18.3.1 The Purchaser may by notice to the Supplier object to
any representative or person employed by the Supplier
in the execution of the Contract who, in the reasonable
opinion of the Purchaser, may have behaved
inappropriately, be incompetent, or be negligent. The
Purchaser shall provide evidence of the same,
whereupon the Supplier shall remove such person
from work on the System.
18.3.2 If any representative or person employed by the
Supplier is removed in accordance with GCC Clause
18.3.1, the Supplier shall, where required, promptly
appoint a replacement.
19. Project Plan 19.1 In close cooperation with the Purchaser and based on the
Preliminary Project Plan included in the Supplier’s bid, the
Supplier shall develop a Project Plan encompassing the
activities specified in the Contract. The contents of the
Project Plan shall be as specified in the SCC and/or
Technical Requirements.
19.2 Unless otherwise specified in the SCC, within thirty (30)
days from the Effective Date of the Contract, the Supplier
shall present a Project Plan to the Purchaser. The Purchaser
Section VIII – General Conditions of Contract

shall, within fourteen (14) days of receipt of the Project Plan,

notify the Supplier of any respects in which it considers that
the Project Plan does not adequately ensure that the proposed
program of work, proposed methods, and/or proposed
Information Technologies will satisfy the Technical
Requirements and/or the SCC (in this Clause 19.2 called
“non-conformities” below). The Supplier shall, within five
(5) days of receipt of such notification, correct the Project
Plan and resubmit to the Purchaser. The Purchaser shall,
within five (5) days of resubmission of the Project Plan,
notify the Supplier of any remaining non-conformities. This
procedure shall be repeated as necessary until the Project
Plan is free from non-conformities. When the Project Plan is
free from non-conformities, the Purchaser shall provide
confirmation in writing to the Supplier. This approved
Project Plan (“the Agreed Project Plan”) shall be
contractually binding on the Purchaser and the Supplier.
19.3 If required, the impact on the Implementation Schedule of
modifications agreed during finalization of the Agreed
Project Plan shall be incorporated in the Contract by
amendment, in accordance with GCC Clauses 39 and 40.
19.4 The Supplier shall undertake to supply, install, test, and
commission the System in accordance with the Agreed
Project Plan and the Contract.
19.5 Unless otherwise specified in the SCC, the Supplier shall
submit to the Purchaser Monthly Progress Reports
summarizing:
(i) results accomplished during the prior period;
(ii) cumulative deviations to date from schedule of
progress milestones as specified in the Agreed Project
Plan;
(iii) corrective actions to be taken to return to planned
schedule of progress; proposed revisions to planned
schedule;
(iv) other issues and outstanding problems; proposed
actions to be taken;
(v) resources that the Supplier expects to be provided by
the Purchaser and/or actions to be taken by the
Purchaser in the next reporting period;
(vi) other issues or potential problems the Supplier foresees
Section VIII – General Conditions of Contract

that could impact on project progress and/or

effectiveness.
19.6 The Supplier shall submit to the Purchaser other (periodic)
reports as specified in the SCC.

20. Subcontracting 20.1 Appendix 3 (List of Approved Subcontractors) to the

Contract Agreement specifies critical items of supply or
services and a list of Subcontractors for each item that are
considered acceptable by the Purchaser. If no
Subcontractors are listed for an item, the Supplier shall
prepare a list of Subcontractors it considers qualified and
wishes to be added to the list for such items. The Supplier
may from time to time propose additions to or deletions from
any such list. The Supplier shall submit any such list or any
modification to the list to the Purchaser for its approval in
sufficient time so as not to impede the progress of work on
the System. The Purchaser shall not withhold such approval
unreasonably. Such approval by the Purchaser of a
Subcontractor(s) shall not relieve the Supplier from any of
its obligations, duties, or responsibilities under the Contract.
20.2 The Supplier may, at its discretion, select and employ
Subcontractors for such critical items from those
Subcontractors listed pursuant to GCC Clause 20.1. If the
Supplier wishes to employ a Subcontractor not so listed, or
subcontract an item not so listed, it must seek the
Purchaser’s prior approval under GCC Clause 20.3.
20.3 For items for which pre-approved Subcontractor lists have
not been specified in Appendix 3 to the Contract Agreement,
the Supplier may employ such Subcontractors as it may
select, provided: (i) the Supplier notifies the Purchaser in
writing at least twenty-eight (28) days prior to the proposed
mobilization date for such Subcontractor; and (ii) by the end
of this period either the Purchaser has granted its approval in
writing or fails to respond. The Supplier shall not engage
any Subcontractor to which the Purchaser has objected in
writing prior to the end of the notice period. The absence of
a written objection by the Purchaser during the above
specified period shall constitute formal acceptance of the
proposed Subcontractor. Except to the extent that it permits
the deemed approval of the Purchaser of Subcontractors not
listed in the Contract Agreement, nothing in this Clause,
however, shall limit the rights and obligations of either the
Purchaser or Supplier as they are specified in GCC
Section VIII – General Conditions of Contract

Clauses 20.1 and 20.2, or in Appendix 3 of the Contract

Agreement.
21. Design and 21.1 Technical Specifications and Drawings
Engineering
21.1.1 The Supplier shall execute the basic and detailed
design and the implementation activities necessary for
successful installation of the System in compliance
with the provisions of the Contract or, where not so
specified, in accordance with good industry practice.
The Supplier shall be responsible for any
discrepancies, errors or omissions in the
specifications, drawings, and other technical
documents that it has prepared, whether such
specifications, drawings, and other documents have
been approved by the Project Manager or not,
provided that such discrepancies, errors, or omissions
are not because of inaccurate information furnished in
writing to the Supplier by or on behalf of the
Purchaser.
21.1.2 The Supplier shall be entitled to disclaim
responsibility for any design, data, drawing,
specification, or other document, or any modification
of such design, drawings, specification, or other
documents provided or designated by or on behalf of
the Purchaser, by giving a notice of such disclaimer to
the Project Manager.
21.2 Codes and Standards
Wherever references are made in the Contract to codes and
standards in accordance with which the Contract shall be
executed, the edition or the revised version of such codes and
standards current at the date twenty-eight (28) days prior to
date of bid submission shall apply. During Contract
execution, any changes in such codes and standards shall be
applied after approval by the Purchaser and shall be treated
in accordance with GCC Clause 39.3.
21.3 Approval/Review of Controlling Technical Documents by
the Project Manager
21.3.1 Unless otherwise specified in the SCC, there will
NO Controlling Technical Documents required.
However, if the SCC specifies Controlling Technical
Documents, the Supplier shall prepare and furnish
Section VIII – General Conditions of Contract

such documents for the Project Manager’s approval or

review.
Any part of the System covered by or related to the
documents to be approved by the Project Manager
shall be executed only after the Project Manager’s
approval of these documents.
GCC Clauses 21.3.2 through 21.3.7 shall apply to
those documents requiring the Project Manager’s
approval, but not to those furnished to the Project
Manager for its review only.
21.3.2 Within fourteen (14) days after receipt by the Project
Manager of any document requiring the Project
Manager’s approval in accordance with GCC Clause
21.3.1, the Project Manager shall either return one
copy of the document to the Supplier with its approval
endorsed on the document or shall notify the Supplier
in writing of its disapproval of the document and the
reasons for disapproval and the modifications that the
Project Manager proposes. If the Project Manager fails
to take such action within the fourteen (14) days, then
the document shall be deemed to have been approved
by the Project Manager.
21.3.3 The Project Manager shall not disapprove any
document except on the grounds that the document
does not comply with some specified provision of the
Contract or that it is contrary to good industry
practice.
21.3.4 If the Project Manager disapproves the document, the
Supplier shall modify the document and resubmit it
for the Project Manager’s approval in accordance with
GCC Clause 21.3.2. If the Project Manager approves
the document subject to modification(s), the Supplier
shall make the required modification(s), and the
document shall then be deemed to have been
approved, subject to GCC Clause 21.3.5. The
procedure set out in GCC Clauses 21.3.2 through
21.3.4 shall be repeated, as appropriate, until the
Project Manager approves such documents.
21.3.5 If any dispute occurs between the Purchaser and the
Supplier in connection with or arising out of the
disapproval by the Project Manager of any document
and/or any modification(s) to a document that cannot
Section VIII – General Conditions of Contract

be settled between the parties within a reasonable

period, then, in case the Contract Agreement includes
and names an Adjudicator, such dispute may be
referred to the Adjudicator for determination in
accordance with GCC Clause 6.1 (Adjudicator). If
such dispute is referred to an Adjudicator, the Project
Manager shall give instructions as to whether and if
so, how, performance of the Contract is to proceed.
The Supplier shall proceed with the Contract in
accordance with the Project Manager’s instructions,
provided that if the Adjudicator upholds the Supplier’s
view on the dispute and if the Purchaser has not given
notice under GCC Clause 6.1.2, then the Supplier
shall be reimbursed by the Purchaser for any
additional costs incurred by reason of such
instructions and shall be relieved of such
responsibility or liability in connection with the
dispute and the execution of the instructions as the
Adjudicator shall decide, and the Time for Achieving
Operational Acceptance shall be extended
accordingly.
21.3.6 The Project Manager’s approval, with or without
modification of the document furnished by the
Supplier, shall not relieve the Supplier of any
responsibility or liability imposed upon it by any
provisions of the Contract except to the extent that any
subsequent failure results from modifications required
by the Project Manager or inaccurate information
furnished in writing to the Supplier by or on behalf of
the Purchaser.
21.3.7 The Supplier shall not depart from any approved
document unless the Supplier has first submitted to
the Project Manager an amended document and
obtained the Project Manager’s approval of the
document, pursuant to the provisions of this GCC
Clause 21.3. If the Project Manager requests any
change in any already approved document and/or in
any document based on such an approved document,
the provisions of GCC Clause 39 (Changes to the
System) shall apply to such request.
22. Procurement, 22.1 Subject to related Purchaser's responsibilities pursuant to
Delivery, and GCC Clauses 10 and 14, the Supplier shall manufacture or
Transport procure and transport all the Information Technologies,
Materials, and other Goods in an expeditious and orderly
Section VIII – General Conditions of Contract

manner to the Project Site.

22.2 Delivery of the Information Technologies, Materials, and
other Goods shall be made by the Supplier in accordance
with the Technical Requirements.
22.3 Early or partial deliveries require the explicit written consent
of the Purchaser, which consent shall not be unreasonably
withheld.
22.4 Transportation
22.4.1 The Supplier shall provide such packing of the Goods
as is required to prevent their damage or deterioration
during shipment. The packing, marking, and
documentation within and outside the packages shall
comply strictly with the Purchaser’s instructions to
the Supplier.
22.4.2 The Supplier will bear responsibility for and cost of
transport to the Project Sites in accordance with the
terms and conditions used in the specification of
prices in the Price Schedules, including the terms and
conditions of the associated Incoterms.
22.4.3 Unless otherwise specified in the SCC, the Supplier
shall be free to use transportation through carriers
registered in any eligible country and to obtain
insurance from any eligible source country.
22.5 Unless otherwise specified in the SCC, the Supplier will
provide the Purchaser with shipping and other documents, as
specified below:
22.5.1 For Goods supplied from outside the Purchaser’s
Country:
Upon shipment, the Supplier shall notify the Purchaser
and the insurance company contracted by the Supplier
to provide cargo insurance by telex, cable, facsimile,
electronic mail, or EDI with the full details of the
shipment. The Supplier shall promptly send the
following documents to the Purchaser by mail or
courier, as appropriate, with a copy to the cargo
insurance company:
(a) two copies of the Supplier’s invoice showing the
description of the Goods, quantity, unit price, and
Section VIII – General Conditions of Contract

total amount;
(b) usual transportation documents;
(c) insurance certificate;
(d) certificate(s) of origin; and
(e) estimated time and point of arrival in the
Purchaser’s Country and at the site.
22.5.2 For Goods supplied locally (i.e., from within the
Purchaser’s country):
Upon shipment, the Supplier shall notify the Purchaser
by telex, cable, facsimile, electronic mail, or EDI with
the full details of the shipment. The Supplier shall
promptly send the following documents to the
Purchaser by mail or courier, as appropriate:
(a) two copies of the Supplier’s invoice showing the
Goods’ description, quantity, unit price, and total
amount;
(b) delivery note, railway receipt, or truck receipt;
(c) certificate of insurance;
(d) certificate(s) of origin; and
(e) estimated time of arrival at the site.
22.6 Customs Clearance
(a) The Purchaser will bear responsibility for, and cost of,
customs clearance into the Purchaser's country in
accordance the particular Incoterm(s) used for Goods
supplied from outside the Purchaser’s country in the
Price Schedules referred to by Article 2 of the Contract
Agreement.
(b) At the request of the Purchaser, the Supplier will make
available a representative or agent during the process of
customs clearance in the Purchaser's country for goods
supplied from outside the Purchaser's country. In the
event of delays in customs clearance that are not the
fault of the Supplier:
(i) the Supplier shall be entitled to an extension in
the Time for Achieving Operational Acceptance,
Section VIII – General Conditions of Contract

pursuant to GCC Clause 40;

(ii) the Contract Price shall be adjusted to
compensate the Supplier for any additional
storage charges that the Supplier may incur as a
result of the delay.
23. Product 23.1 At any point during performance of the Contract, should
Upgrades technological advances be introduced by the Supplier for
Information Technologies originally offered by the Supplier
in its bid and still to be delivered, the Supplier shall be
obligated to offer to the Purchaser the latest versions of the
available Information Technologies having equal or better
performance or functionality at the same or lesser unit prices,
pursuant to GCC Clause 39 (Changes to the System).
23.2 At any point during performance of the Contract, for
Information Technologies still to be delivered, the Supplier
will also pass on to the Purchaser any cost reductions and
additional and/or improved support and facilities that it
offers to other clients of the Supplier in the Purchaser’s
Country, pursuant to GCC Clause 39 (Changes to the
System).
23.3 During performance of the Contract, the Supplier shall offer
to the Purchaser all new versions, releases, and updates of
Standard Software, as well as related documentation and
technical support services, within thirty (30) days of their
availability from the Supplier to other clients of the Supplier
in the Purchaser’s Country, and no later than twelve (12)
months after they are released in the country of origin. In no
case will the prices for these Software exceed those quoted
by the Supplier in the Recurrent Costs tables in its bid.
23.4 Unless otherwise specified in the SCC, during the
Warranty Period, the Supplier will provide at no additional
cost to the Purchaser all new versions, releases, and updates
for all Standard Software that are used in the System, within
thirty (30) days of their availability from the Supplier to
other clients of the Supplier in the Purchaser’s country, and
no later than twelve (12) months after they are released in
the country of origin of the Software.
23.5 The Purchaser shall introduce all new versions, releases or
updates of the Software within eighteen (18) months of
receipt of a production-ready copy of the new version,
release, or update, provided that the new version, release, or
update does not adversely affect System operation or
Section VIII – General Conditions of Contract

performance or require extensive reworking of the System.

In cases where the new version, release, or update adversely
affects System operation or performance, or requires
extensive reworking of the System, the Supplier shall
continue to support and maintain the version or release
previously in operation for as long as necessary to allow
introduction of the new version, release, or update. In no
case shall the Supplier stop supporting or maintaining a
version or release of the Software less than twenty four (24)
months after the Purchaser receives a production-ready copy
of a subsequent version, release, or update. The Purchaser
shall use all reasonable endeavors to implement any new
version, release, or update as soon as practicable, subject to
the twenty-four-month-long stop date.
24. Implementation, 24.1 The Supplier shall provide all Services specified in the
Installation, and Contract and Agreed Project Plan in accordance with the
Other Services highest standards of professional competence and integrity.
24.2 Prices charged by the Supplier for Services, if not included
in the Contract, shall be agreed upon in advance by the
parties (including, but not restricted to, any prices submitted
by the Supplier in the Recurrent Cost Schedules of its Bid)
and shall not exceed the prevailing rates charged by the
Supplier to other purchasers in the Purchaser’s Country for
similar services.
25. Inspections and 25.1 The Purchaser or its representative shall have the right to
Tests inspect and/or test any components of the System, as
specified in the Technical Requirements, to confirm their
good working order and/or conformity to the Contract at the
point of delivery and/or at the Project Site.
25.2 The Purchaser or its representative shall be entitled to attend
any such inspections and/or tests of the components,
provided that the Purchaser shall bear all costs and expenses
incurred in connection with such attendance, including but
not limited to all inspection agent fees, travel, and related
expenses.
25.3 Should the inspected or tested components fail to conform to
the Contract, the Purchaser may reject the component(s), and
the Supplier shall either replace the rejected component(s),
or make alterations as necessary so that it meets the Contract
requirements free of cost to the Purchaser.
25.4 The Project Manager may require the Supplier to carry out
any inspection and/or test not specified in the Contract,
Section VIII – General Conditions of Contract

provided that the Supplier’s reasonable costs and expenses

incurred in the carrying out of such inspection and/or test
shall be added to the Contract Price. Further, if such
inspection and/or test impedes the progress of work on the
System and/or the Supplier’s performance of its other
obligations under the Contract, due allowance will be made
in respect of the Time for Achieving Operational Acceptance
and the other obligations so affected.
25.5 If any dispute shall arise between the parties in connection
with or caused by an inspection and/or with regard to any
component to be incorporated in the System that cannot be
settled amicably between the parties within a reasonable
period of time, either party may invoke the process pursuant
to GCC Clause 43 (Settlement of Disputes), starting with
referral of the matter to the Adjudicator in case an
Adjudicator is included and named in the Contract
Agreement.
26. Installation of the 26.1 As soon as the System, or any Subsystem, has, in the opinion
System of the Supplier, been delivered, Pre-commissioned, and
made ready for Commissioning and Operational Acceptance
Testing in accordance with the Technical Requirements, the
SCC and the Agreed Project Plan, the Supplier shall so
notify the Purchaser in writing.
26.2 The Project Manager shall, within fourteen (14) days after
receipt of the Supplier’s notice under GCC Clause 26.1,
either issue an Installation Certificate in the form specified in
the Sample Contractual Forms Section in the bidding
documents, stating that the System, or major component or
Subsystem (if Acceptance by major component or
Subsystem is specified pursuant to the SCC for GCC Clause
27.2.1), has achieved Installation by the date of the
Supplier’s notice under GCC Clause 26.1, or notify the
Supplier in writing of any defects and/or deficiencies,
including, but not limited to, defects or deficiencies in the
interoperability or integration of the various components
and/or Subsystems making up the System. The Supplier
shall use all reasonable endeavors to promptly remedy any
defect and/or deficiencies that the Project Manager has
notified the Supplier of. The Supplier shall then promptly
carry out retesting of the System or Subsystem and, when in
the Supplier’s opinion the System or Subsystem is ready for
Commissioning and Operational Acceptance Testing, notify
the Purchaser in writing, in accordance with GCC
Clause 26.1. The procedure set out in this GCC Clause 26.2
Section VIII – General Conditions of Contract

shall be repeated, as necessary, until an Installation

Certificate is issued.
26.3 If the Project Manager fails to issue the Installation
Certificate and fails to inform the Supplier of any defects
and/or deficiencies within fourteen (14) days after receipt of
the Supplier’s notice under GCC Clause 26.1, or if the
Purchaser puts the System or a Subsystem into production
operation, then the System (or Subsystem) shall be deemed
to have achieved successful Installation as of the date of the
Supplier’s notice or repeated notice, or when the Purchaser
put the System into production operation, as the case may be.
27. Commissioning 27.1 Commissioning
and Operational
Acceptance 27.1.1 Commissioning of the System (or Subsystem if
specified pursuant to the SCC for GCC Clause 27.2.1)
shall be commenced by the Supplier:
(a) immediately after the Installation Certificate is
issued by the Project Manager, pursuant to
GCC Clause 26.2; or
(b) as otherwise specified in the Technical
Requirement or the Agreed Project Plan; or
(c) immediately after Installation is deemed to have
occurred, under GCC Clause 26.3.
27.1.2 The Purchaser shall supply the operating and technical
personnel and all materials and information
reasonably required to enable the Supplier to carry out
its obligations with respect to Commissioning.
Production use of the System or Subsystem(s) shall
not commence prior to the start of formal Operational
Acceptance Testing.
27.2 Operational Acceptance Tests
27.2.1 The Operational Acceptance Tests (and repeats of
such tests) shall be the primary responsibility of the
Purchaser (in accordance with GCC Clause 10.9), but
shall be conducted with the full cooperation of the
Supplier during Commissioning of the System (or
major components or Subsystem[s]), to ascertain
whether the System (or major component or
Subsystem[s]) conforms to the Technical
Requirements and meets the standard of performance
Section VIII – General Conditions of Contract

quoted in the Supplier’s bid, including, but not

restricted to, the functional and technical performance
requirements. Unless otherwise specified in the
SCC, the Operational Acceptance Tests during
Commissioning will be conducted as specified in the
Technical Requirements and/or the Agreed Project
Plan.
At the Purchaser’s discretion, Operational Acceptance
Tests may also be performed on replacement Goods,
upgrades and new version releases, and Goods that are
added or field-modified after Operational Acceptance
of the System.
27.2.2 If for reasons attributable to the Purchaser, the
Operational Acceptance Test of the System (or
Subsystem[s] or major components, pursuant to the
SCC for GCC Clause 27.2.1) cannot be successfully
completed within ninety (90) days from the date of
Installation or any other period agreed upon in writing
by the Purchaser and the Supplier, the Supplier shall
be deemed to have fulfilled its obligations with respect
to the technical and functional aspects of the
Technical Specifications, SCC and/or the Agreed
Project Plan, and GCC Clause 28.2 and 28.3 shall not
apply.
27.3 Operational Acceptance
27.3.1 Subject to GCC Clause 27.4 (Partial Acceptance)
below, Operational Acceptance shall occur in respect
of the System, when
(a) the Operational Acceptance Tests, as specified in
the Technical Requirements, and/or SCC and/or
the Agreed Project Plan have been successfully
completed; or
(b) the Operational Acceptance Tests have not been
successfully completed or have not been carried
out for reasons that are attributable to the
Purchaser within the period from the date of
Installation or any other agreed-upon period as
specified in GCC Clause 27.2.2 above; or
(c) the Purchaser has put the System into production
or use for sixty (60) consecutive days. If the
System is put into production or use in this
Section VIII – General Conditions of Contract

manner, the Supplier shall notify the Purchaser

and document such use.
27.3.2 At any time after any of the events set out in GCC
Clause 27.3.1 have occurred, the Supplier may give a
notice to the Project Manager requesting the issue of
an Operational Acceptance Certificate.
27.3.3 After consultation with the Purchaser, and within
fourteen (14) days after receipt of the Supplier’s
notice, the Project Manager shall:
(a) issue an Operational Acceptance Certificate; or
(b) notify the Supplier in writing of any defect or
deficiencies or other reason for the failure of the
Operational Acceptance Tests; or
(c) issue the Operational Acceptance Certificate, if
the situation covered by GCC Clause 27.3.1 (b)
arises.
27.3.4 The Supplier shall use all reasonable endeavors to
promptly remedy any defect and/or deficiencies and/or
other reasons for the failure of the Operational
Acceptance Test that the Project Manager has notified
the Supplier of. Once such remedies have been made
by the Supplier, the Supplier shall notify the
Purchaser, and the Purchaser, with the full cooperation
of the Supplier, shall use all reasonable endeavors to
promptly carry out retesting of the System or
Subsystem. Upon the successful conclusion of the
Operational Acceptance Tests, the Supplier shall
notify the Purchaser of its request for Operational
Acceptance Certification, in accordance with GCC
Clause 27.3.3. The Purchaser shall then issue to the
Supplier the Operational Acceptance Certification in
accordance with GCC Clause 27.3.3 (a), or shall
notify the Supplier of further defects, deficiencies, or
other reasons for the failure of the Operational
Acceptance Test. The procedure set out in this GCC
Clause 27.3.4 shall be repeated, as necessary, until an
Operational Acceptance Certificate is issued.
27.3.5 If the System or Subsystem fails to pass the
Operational Acceptance Test(s) in accordance with
GCC Clause 27.2, then either:
Section VIII – General Conditions of Contract

(a) the Purchaser may consider terminating the

Contract, pursuant to GCC Clause 41.2.2;
or
(b) if the failure to achieve Operational Acceptance
within the specified time period is a result of
the failure of the Purchaser to fulfill its
obligations under the Contract, then the
Supplier shall be deemed to have fulfilled its
obligations with respect to the relevant
technical and functional aspects of the Contract,
and GCC Clauses 30.3 and 30.4 shall not apply.
27.3.6 If within fourteen (14) days after receipt of the
Supplier’s notice the Project Manager fails to issue the
Operational Acceptance Certificate or fails to inform
the Supplier in writing of the justifiable reasons why
the Project Manager has not issued the Operational
Acceptance Certificate, the System or Subsystem shall
be deemed to have been accepted as of the date of the
Supplier’s said notice.
27.4 Partial Acceptance
27.4.1 If so specified in the SCC for GCC Clause 27.2.1,
Installation and Commissioning shall be carried out
individually for each identified major component or
Subsystem(s) of the System. In this event, the
provisions in the Contract relating to Installation and
Commissioning, including the Operational Acceptance
Test, shall apply to each such major component or
Subsystem individually, and Operational Acceptance
Certificate(s) shall be issued accordingly for each such
major component or Subsystem of the System, subject to
the limitations contained in GCC Clause 27.4.2.
27.4.2 The issuance of Operational Acceptance Certificates for
individual major components or Subsystems pursuant to
GCC Clause 27.4.1 shall not relieve the Supplier of its
obligation to obtain an Operational Acceptance
Certificate for the System as an integrated whole (if so
specified in the SCC for GCC Clauses 12.1 and 27.2.1)
once all major components and Subsystems have been
supplied, installed, tested, and commissioned.
27.4.3 In the case of minor components for the System that
by their nature do not require Commissioning or an
Operational Acceptance Test (e.g., minor fittings,
Section VIII – General Conditions of Contract

furnishings or site works, etc.), the Project Manager

shall issue an Operational Acceptance Certificate
within fourteen (14) days after the fittings and/or
furnishings have been delivered and/or installed or the
site works have been completed. The Supplier shall,
however, use all reasonable endeavors to promptly
remedy any defects or deficiencies in such minor
components detected by the Purchaser or Supplier.

F. GUARANTEES AND LIABILITIES

28. Operational 28.1 The Supplier guarantees that it shall complete the supply,
Acceptance Time Installation, Commissioning, and achieve Operational
Guarantee Acceptance of the System (or Subsystems, pursuant to the
SCC for GCC Clause 27.2.1) within the time periods
specified in the Implementation Schedule and/or the Agreed
Project Plan pursuant to GCC Clause 8.2, or within such
extended time to which the Supplier shall be entitled under
GCC Clause 40 (Extension of Time for Achieving
Operational Acceptance).
28.2 Unless otherwise specified in the SCC, if the Supplier fails
to supply, install, commission, and achieve Operational
Acceptance of the System (or Subsystems pursuant to the SCC
for GCC Clause 27.2.1) within the time for achieving
Operational Acceptance specified in the Implementation
Schedule or the Agreed Project Plan, or any extension of the
time for achieving Operational Acceptance previously granted
under GCC Clause 40 (Extension of Time for Achieving
Operational Acceptance), the Supplier shall pay to the
Purchaser liquidated damages at the rate of one half of one
percent per week as a percentage of the Contract Price
(exclusive of Recurrent Costs if any), or the relevant part of the
Contract Price if a Subsystem has not achieved Operational
Acceptance. The aggregate amount of such liquidated damages
shall in no event exceed the amount of ten (10) percent of the
Contract Price (exclusive of Recurrent Costs if any). Once the
Maximum is reached, the Purchaser may consider termination
of the Contract, pursuant to GCC Clause 41.2.2.
28.3 Unless otherwise specified in the SCC, liquidated damages
payable under GCC Clause 28.2 shall apply only to the
failure to achieve Operational Acceptance of the System
(and Subsystems) as specified in the Implementation
Schedule and/or Agreed Project Plan. This Clause 28.3 shall
not limit, however, any other rights or remedies the
Section VIII – General Conditions of Contract

Purchaser may have under the Contract for other delays.

28.4 If liquidated damages are claimed by the Purchaser for the
System (or Subsystem), the Supplier shall have no further
liability whatsoever to the Purchaser in respect to the
Operational Acceptance time guarantee for the System (or
Subsystem). However, the payment of liquidated damages
shall not in any way relieve the Supplier from any of its
obligations to complete the System or from any other of its
obligations and liabilities under the Contract.
29. Defect Liability 29.1 The Supplier warrants that the System, including all
Information Technologies, Materials, and other Goods
supplied and Services provided, shall be free from defects in
the design, engineering, Materials, and workmanship that
prevent the System and/or any of its components from
fulfilling the Technical Requirements or that limit in a
material fashion the performance, reliability, or extensibility
of the System and/or Subsystems. Unless otherwise
specified in the SCC, there will be NO exceptions and/or
limitations to this warranty with respect to Software (or
categories of Software). Commercial warranty provisions of
products supplied under the Contract shall apply to the
extent that they do not conflict with the provisions of this
Contract.
29.2 The Supplier also warrants that the Information
Technologies, Materials, and other Goods supplied under the
Contract are new, unused, and incorporate all recent
improvements in design that materially affect the System’s
or Subsystem’s ability to fulfill the Technical Requirements.
29.3 Unless otherwise specified in the SCC, the Supplier
warrants that: (i) all Goods components to be incorporated
into the System form part of the Supplier’s and/or
Subcontractor’s current product lines, and (ii) they have been
previously released to the market.
29.4 Unless otherwise specified in the SCC, the Warranty
Period shall commence from the date of Operational
Acceptance of the System (or of any major component or
Subsystem for which separate Operational Acceptance is
provided for in the Contract) and shall extend for thirty-six
(36) months.
29.5 If during the Warranty Period any defect as described in
GCC Clause 29.1 should be found in the design, engineering,
Materials, and workmanship of the Information
Section VIII – General Conditions of Contract

Technologies and other Goods supplied or of the Services

provided by the Supplier, the Supplier shall promptly, in
consultation and agreement with the Purchaser regarding
appropriate remedying of the defects, and at its sole cost,
repair, replace, or otherwise make good (as the Supplier
shall, at its discretion, determine) such defect as well as any
damage to the System caused by such defect. Any defective
Information Technologies or other Goods that have been
replaced by the Supplier shall remain the property of the
Supplier.
29.6 The Supplier shall not be responsible for the repair,
replacement, or making good of any defect, or of any
damage to the System arising out of or resulting from any of
the following causes:
(a) improper operation or maintenance of the System by the
Purchaser;
(b) normal wear and tear;
(c) use of the System with items not supplied by the
Supplier, unless otherwise identified in the Technical
Requirements, or approved by the Supplier; or
(d) modifications made to the System by the Purchaser, or a
third party, not approved by the Supplier.
29.7 The Supplier’s obligations under this GCC Clause 29 shall
not apply to:
(a) any materials that are normally consumed in operation or
have a normal life shorter than the Warranty Period; or
(b) any designs, specifications, or other data designed,
supplied, or specified by or on behalf of the Purchaser or
any matters for which the Supplier has disclaimed
responsibility, in accordance with GCC Clause 21.1.2.
29.8 The Purchaser shall give the Supplier a notice promptly
following the discovery of such defect, stating the nature of
any such defect together with all available evidence. The
Purchaser shall afford all reasonable opportunity for the
Supplier to inspect any such defect. The Purchaser shall
afford the Supplier all necessary access to the System and
the site to enable the Supplier to perform its obligations
under this GCC Clause 29.
29.9 The Supplier may, with the consent of the Purchaser, remove
Section VIII – General Conditions of Contract

from the site any Information Technologies and other Goods

that are defective, if the nature of the defect, and/or any
damage to the System caused by the defect, is such that
repairs cannot be expeditiously carried out at the site. If the
repair, replacement, or making good is of such a character
that it may affect the efficiency of the System, the Purchaser
may give the Supplier notice requiring that tests of the
defective part be made by the Supplier immediately upon
completion of such remedial work, whereupon the Supplier
shall carry out such tests.
If such part fails the tests, the Supplier shall carry out further
repair, replacement, or making good (as the case may be)
until that part of the System passes such tests. The tests shall
be agreed upon by the Purchaser and the Supplier.
29.10 Unless otherwise specified in the SCC, the response
times and repair/replacement times for Warranty Defect
Repair are specified in the Technical Requirements.
Nevertheless, if the Supplier fails to commence the work
necessary to remedy such defect or any damage to the
System caused by such defect within two weeks the
Purchaser may, following notice to the Supplier, proceed to
do such work or contract a third party (or parties) to do such
work, and the reasonable costs incurred by the Purchaser in
connection with such work shall be paid to the Purchaser by
the Supplier or may be deducted by the Purchaser from any
monies due the Supplier or claimed under the Performance
Security.
29.11 If the System or Subsystem cannot be used by reason of
such defect and/or making good of such defect, the Warranty
Period for the System shall be extended by a period equal to
the period during which the System or Subsystem could not
be used by the Purchaser because of such defect and/or
making good of such defect.
29.12 Items substituted for defective parts of the System during
the Warranty Period shall be covered by the Defect Liability
Warranty for the remainder of the Warranty Period
applicable for the part replaced or three (3) months,
whichever is greater. For reasons of information security,
the Purchaser may choose to retain physical possession of
any replaced defective information storage devices.
29.13 At the request of the Purchaser and without prejudice to any
other rights and remedies that the Purchaser may have
against the Supplier under the Contract, the Supplier will
Section VIII – General Conditions of Contract

offer all possible assistance to the Purchaser to seek warranty

services or remedial action from any subcontracted third-
party producers or licensor of Goods included in the System,
including without limitation assignment or transfer in favor
of the Purchaser of the benefit of any warranties given by
such producers or licensors to the Supplier.
30. Functional 30.1 The Supplier guarantees that, once the Operational
Guarantees Acceptance Certificate(s) has been issued, the System
represents a complete, integrated solution to the Purchaser’s
requirements set forth in the Technical Requirements and it
conforms to all other aspects of the Contract. The Supplier
acknowledges that GCC Clause 27 regarding
Commissioning and Operational Acceptance governs how
technical conformance of the System to the Contract
requirements will be determined.
30.2 If, for reasons attributable to the Supplier, the System does
not conform to the Technical Requirements or does not
conform to all other aspects of the Contract, the Supplier
shall at its cost and expense make such changes,
modifications, and/or additions to the System as may be
necessary to conform to the Technical Requirements and
meet all functional and performance standards. The Supplier
shall notify the Purchaser upon completion of the necessary
changes, modifications, and/or additions and shall request
the Purchaser to repeat the Operational Acceptance Tests
until the System achieves Operational Acceptance.
30.3 If the System (or Subsystem[s]) fails to achieve Operational
Acceptance, the Purchaser may consider termination of the
Contract, pursuant to GCC Clause 41.2.2, and forfeiture of
the Supplier’s Performance Security in accordance with
GCC Clause 13.3 in compensation for the extra costs and
delays likely to result from this failure.
31. Intellectual 31.1 The Supplier hereby represents and warrants that:
Property Rights
Warranty (a) the System as supplied, installed, tested, and accepted;
(b) use of the System in accordance with the Contract; and
(c) copying of the Software and Materials provided to the
Purchaser in accordance with the Contract
do not and will not infringe any Intellectual Property Rights
held by any third party and that it has all necessary rights or
at its sole expense shall have secured in writing all transfers
Section VIII – General Conditions of Contract

of rights and other consents necessary to make the

assignments, licenses, and other transfers of Intellectual
Property Rights and the warranties set forth in the Contract,
and for the Purchaser to own or exercise all Intellectual
Property Rights as provided in the Contract. Without
limitation, the Supplier shall secure all necessary written
agreements, consents, and transfers of rights from its
employees and other persons or entities whose services are
used for development of the System.
32. Intellectual 32.1 The Supplier shall indemnify and hold harmless the
Property Rights Purchaser and its employees and officers from and against
Indemnity any and all losses, liabilities, and costs (including losses,
liabilities, and costs incurred in defending a claim alleging
such a liability), that the Purchaser or its employees or
officers may suffer as a result of any infringement or alleged
infringement of any Intellectual Property Rights by reason
of:
(a) installation of the System by the Supplier or the use of
the System, including the Materials, in the country
where the site is located;
(b) copying of the Software and Materials provided the
Supplier in accordance with the Agreement; and
(c) sale of the products produced by the System in any
country, except to the extent that such losses, liabilities,
and costs arise as a result of the Purchaser’s breach of
GCC Clause 32.2.
32.2 Such indemnity shall not cover any use of the System,
including the Materials, other than for the purpose indicated
by or to be reasonably inferred from the Contract, any
infringement resulting from the use of the System, or any
products of the System produced thereby in association or
combination with any other goods or services not supplied
by the Supplier, where the infringement arises because of
such association or combination and not because of use of
the System in its own right.
32.3 Such indemnities shall also not apply if any claim of
infringement:
(a) is asserted by a parent, subsidiary, or affiliate of the
Purchaser’s organization;
(b) is a direct result of a design mandated by the
Section VIII – General Conditions of Contract

Purchaser’s Technical Requirements and the possibility

of such infringement was duly noted in the Supplier’s
Bid; or
(c) results from the alteration of the System, including the
Materials, by the Purchaser or any persons other than
the Supplier or a person authorized by the Supplier.
32.4 If any proceedings are brought or any claim is made against
the Purchaser arising out of the matters referred to in GCC
Clause 32.1, the Purchaser shall promptly give the Supplier
notice of such proceedings or claims, and the Supplier may
at its own expense and in the Purchaser’s name conduct such
proceedings or claim and any negotiations for the settlement
of any such proceedings or claim.
If the Supplier fails to notify the Purchaser within twenty-
eight (28) days after receipt of such notice that it intends to
conduct any such proceedings or claim, then the Purchaser
shall be free to conduct the same on its own behalf. Unless
the Supplier has so failed to notify the Purchaser within the
twenty-eight (28) days, the Purchaser shall make no
admission that may be prejudicial to the defense of any such
proceedings or claim. The Purchaser shall, at the Supplier’s
request, afford all available assistance to the Supplier in
conducting such proceedings or claim and shall be
reimbursed by the Supplier for all reasonable expenses
incurred in so doing.
32.5 The Purchaser shall indemnify and hold harmless the
Supplier and its employees, officers, and Subcontractors
from and against any and all losses, liabilities, and costs
(including losses, liabilities, and costs incurred in defending
a claim alleging such a liability) that the Supplier or its
employees, officers, or Subcontractors may suffer as a result
of any infringement or alleged infringement of any
Intellectual Property Rights arising out of or in connection
with any design, data, drawing, specification, or other
documents or materials provided to the Supplier in
connection with this Contract by the Purchaser or any
persons (other than the Supplier) contracted by the
Purchaser, except to the extent that such losses, liabilities,
and costs arise as a result of the Supplier’s breach of GCC
Clause 32.8.
32.6 Such indemnity shall not cover
(a) any use of the design, data, drawing, specification, or
Section VIII – General Conditions of Contract

other documents or materials, other than for the

purpose indicated by or to be reasonably inferred from
the Contract;
(b) any infringement resulting from the use of the design,
data, drawing, specification, or other documents or
materials, or any products produced thereby, in
association or combination with any other Goods or
Services not provided by the Purchaser or any other
person contracted by the Purchaser, where the
infringement arises because of such association or
combination and not because of the use of the design,
data, drawing, specification, or other documents or
materials in its own right.
32.7 Such indemnities shall also not apply:
(a) if any claim of infringement is asserted by a parent,
subsidiary, or affiliate of the Supplier’s organization;
(b) to the extent that any claim of infringement is caused
by the alteration, by the Supplier, or any persons
contracted by the Supplier, of the design, data,
drawing, specification, or other documents or materials
provided to the Supplier by the Purchaser or any
persons contracted by the Purchaser.
32.8 If any proceedings are brought or any claim is made against
the Supplier arising out of the matters referred to in GCC
Clause 32.5, the Supplier shall promptly give the Purchaser
notice of such proceedings or claims, and the Purchaser may
at its own expense and in the Supplier’s name conduct such
proceedings or claim and any negotiations for the settlement
of any such proceedings or claim. If the Purchaser fails to
notify the Supplier within twenty-eight (28) days after
receipt of such notice that it intends to conduct any such
proceedings or claim, then the Supplier shall be free to
conduct the same on its own behalf. Unless the Purchaser
has so failed to notify the Supplier within the twenty-eight
(28) days, the Supplier shall make no admission that may be
prejudicial to the defense of any such proceedings or claim.
The Supplier shall, at the Purchaser’s request, afford all
available assistance to the Purchaser in conducting such
proceedings or claim and shall be reimbursed by the
Purchaser for all reasonable expenses incurred in so doing.
Section VIII – General Conditions of Contract

33. Limitation of 33.1 Provided the following does not exclude or limit any
Liability liabilities of either party in ways not permitted by applicable
law:
(a) the Supplier shall not be liable to the Purchaser,
whether in contract, tort, or otherwise, for any indirect
or consequential loss or damage, loss of use, loss of
production, or loss of profits or interest costs, provided
that this exclusion shall not apply to any obligation of
the Supplier to pay liquidated damages to the
Purchaser; and
(b) the aggregate liability of the Supplier to the Purchaser,
whether under the Contract, in tort or otherwise, shall
not exceed the total Contract Price, provided that this
limitation shall not apply to any obligation of the
Supplier to indemnify the Purchaser with respect to
intellectual property rights infringement.

G. RISK DISTRIBUTION
34. Transfer of 34.1 With the exception of Software and Materials, the ownership
Ownership of the Information Technologies and other Goods shall be
transferred to the Purchaser at the time of Delivery or
otherwise under terms that may be agreed upon and specified
in the Contract Agreement.
34.2 Ownership and the terms of usage of the Software and
Materials supplied under the Contract shall be governed by
GCC Clause 15 (Copyright) and any elaboration in the
Technical Requirements.
34.3 Ownership of the Supplier’s Equipment used by the Supplier
and its Subcontractors in connection with the Contract shall
remain with the Supplier or its Subcontractors.
35. Care of the 35.1 The Purchaser shall become responsible for the care and
System custody of the System or Subsystems upon their Delivery.
The Purchaser shall make good at its own cost any loss or
damage that may occur to the System or Subsystems from
any cause from the date of Delivery until the date of
Operational Acceptance of the System or Subsystems,
pursuant to GCC Clause 27 (Commissioning and Operational
Acceptance), excepting such loss or damage arising from
acts or omissions of the Supplier, its employees, or
subcontractors.
Section VIII – General Conditions of Contract

35.2 If any loss or damage occurs to the System or any part of the
System by reason of:
(a) (insofar as they relate to the country where the Project
Site is located) nuclear reaction, nuclear radiation,
radioactive contamination, a pressure wave caused by
aircraft or other aerial objects, or any other occurrences
that an experienced contractor could not reasonably
foresee, or if reasonably foreseeable could not
reasonably make provision for or insure against, insofar
as such risks are not normally insurable on the
insurance market and are mentioned in the general
exclusions of the policy of insurance taken out under
GCC Clause 37;
(b) any use not in accordance with the Contract, by the
Purchaser or any third party;
(c) any use of or reliance upon any design, data, or
specification provided or designated by or on behalf of
the Purchaser, or any such matter for which the
Supplier has disclaimed responsibility in accordance
with GCC Clause 21.1.2,
the Purchaser shall pay to the Supplier all sums payable in
respect of the System or Subsystems that have achieved
Operational Acceptance, notwithstanding that the same be
lost, destroyed, or damaged. If the Purchaser requests the
Supplier in writing to make good any loss or damage to the
System thereby occasioned, the Supplier shall make good the
same at the cost of the Purchaser in accordance with GCC
Clause 39. If the Purchaser does not request the Supplier in
writing to make good any loss or damage to the System
thereby occasioned, the Purchaser shall either request a
change in accordance with GCC Clause 39, excluding the
performance of that part of the System thereby lost,
destroyed, or damaged, or, where the loss or damage affects
a substantial part of the System, the Purchaser shall
terminate the Contract pursuant to GCC Clause 41.1.
35.3 The Purchaser shall be liable for any loss of or damage to
any Supplier’s Equipment which the Purchaser has
authorized to locate within the Purchaser's premises for use
in fulfillment of Supplier's obligations under the Contract,
except where such loss or damage arises from acts or
omissions of the Supplier, its employees, or subcontractors.
Section VIII – General Conditions of Contract

36. Loss of or 36.1 The Supplier and each and every Subcontractor shall abide
Damage to by the job safety, insurance, customs, and immigration
Property; measures prevalent and laws in force in the Purchaser’s
Accident or Country.
Injury to
Workers; 36.2 Subject to GCC Clause 36.3, the Supplier shall indemnify
Indemnification and hold harmless the Purchaser and its employees and
officers from and against any and all losses, liabilities and
costs (including losses, liabilities, and costs incurred in
defending a claim alleging such a liability) that the Purchaser
or its employees or officers may suffer as a result of the
death or injury of any person or loss of or damage to any
property (other than the System, whether accepted or not)
arising in connection with the supply, installation, testing,
and Commissioning of the System and by reason of the
negligence of the Supplier or its Subcontractors, or their
employees, officers or agents, except any injury, death, or
property damage caused by the negligence of the Purchaser,
its contractors, employees, officers, or agents.
36.3 If any proceedings are brought or any claim is made against
the Purchaser that might subject the Supplier to liability
under GCC Clause 36.2, the Purchaser shall promptly give
the Supplier notice of such proceedings or claims, and the
Supplier may at its own expense and in the Purchaser’s name
conduct such proceedings or claim and any negotiations for
the settlement of any such proceedings or claim. If the
Supplier fails to notify the Purchaser within twenty-eight
(28) days after receipt of such notice that it intends to
conduct any such proceedings or claim, then the Purchaser
shall be free to conduct the same on its own behalf. Unless
the Supplier has so failed to notify the Purchaser within the
twenty-eight (28) day period, the Purchaser shall make no
admission that may be prejudicial to the defense of any such
proceedings or claim. The Purchaser shall, at the Supplier’s
request, afford all available assistance to the Supplier in
conducting such proceedings or claim and shall be
reimbursed by the Supplier for all reasonable expenses
incurred in so doing.
36.4 The Purchaser shall indemnify and hold harmless the
Supplier and its employees, officers, and Subcontractors
from any and all losses, liabilities, and costs (including
losses, liabilities, and costs incurred in defending a claim
alleging such a liability) that the Supplier or its employees,
officers, or Subcontractors may suffer as a result of the death
or personal injury of any person or loss of or damage to
Section VIII – General Conditions of Contract

property of the Purchaser, other than the System not yet

achieving Operational Acceptance, that is caused by fire,
explosion, or any other perils, in excess of the amount
recoverable from insurances procured under GCC Clause 37
(Insurances), provided that such fire, explosion, or other
perils were not caused by any act or failure of the Supplier.
36.5 If any proceedings are brought or any claim is made against
the Supplier that might subject the Purchaser to liability
under GCC Clause 36.4, the Supplier shall promptly give the
Purchaser notice of such proceedings or claims, and the
Purchaser may at its own expense and in the Supplier’s name
conduct such proceedings or claim and any negotiations for
the settlement of any such proceedings or claim. If the
Purchaser fails to notify the Supplier within twenty-eight
(28) days after receipt of such notice that it intends to
conduct any such proceedings or claim, then the Supplier
shall be free to conduct the same on its own behalf. Unless
the Purchaser has so failed to notify the Supplier within the
twenty-eight (28) days, the Supplier shall make no admission
that may be prejudicial to the defense of any such
proceedings or claim. The Supplier shall, at the Purchaser’s
request, afford all available assistance to the Purchaser in
conducting such proceedings or claim and shall be
reimbursed by the Purchaser for all reasonable expenses
incurred in so doing.
36.6 The party entitled to the benefit of an indemnity under this
GCC Clause 36 shall take all reasonable measures to
mitigate any loss or damage that has occurred. If the party
fails to take such measures, the other party’s liabilities shall
be correspondingly reduced.
37. Insurances 37.1 The Supplier shall at its expense take out and maintain in
effect, or cause to be taken out and maintained in effect,
during the performance of the Contract, the insurance set
forth below. The identity of the insurers and the form of the
policies shall be subject to the approval of the Purchaser,
who should not unreasonably withhold such approval.
(a) Cargo Insurance During Transport
as applicable, 110 percent of the price of the
Information Technologies and other Goods in a freely
convertible currency, covering the Goods from
physical loss or damage during shipment through
receipt at the Project Site.
Section VIII – General Conditions of Contract

(b) Installation “All Risks” Insurance

as applicable, 110 percent of the price of the
Information Technologies and other Goods covering
the Goods at the site from all risks of physical loss or
damage (excluding only perils commonly excluded
under “all risks” insurance policies of this type by
reputable insurers) occurring prior to Operational
Acceptance of the System.
(c) Third-Party Liability Insurance
On terms as specified in the SCC, covering bodily
injury or death suffered by third parties (including the
Purchaser’s personnel) and loss of or damage to
property (including the Purchaser’s property and any
Subsystems that have been accepted by the Purchaser)
occurring in connection with the supply and installation
of the Information System.
(d) Automobile Liability Insurance
In accordance with the statutory requirements
prevailing in the Purchaser’s Country, covering use of
all vehicles used by the Supplier or its Subcontractors
(whether or not owned by them) in connection with the
execution of the Contract.
(e) Other Insurance (if any), as specified in the SCC.
37.2 The Purchaser shall be named as co-insured under all
insurance policies taken out by the Supplier pursuant to GCC
Clause 37.1, except for the Third-Party Liability, and the
Supplier’s Subcontractors shall be named as co-insured
under all insurance policies taken out by the Supplier
pursuant to GCC Clause 37.1 except for Cargo Insurance
During Transport. All insurer’s rights of subrogation against
such co-insured for losses or claims arising out of the
performance of the Contract shall be waived under such
policies.
37.3 The Supplier shall deliver to the Purchaser certificates of
insurance (or copies of the insurance policies) as evidence
that the required policies are in full force and effect.
37.4 The Supplier shall ensure that, where applicable, its
Subcontractor(s) shall take out and maintain in effect
adequate insurance policies for their personnel and vehicles
and for work executed by them under the Contract, unless
Section VIII – General Conditions of Contract

such Subcontractors are covered by the policies taken out by

the Supplier.
37.5 If the Supplier fails to take out and/or maintain in effect the
insurance referred to in GCC Clause 37.1, the Purchaser may
take out and maintain in effect any such insurance and may
from time to time deduct from any amount due the Supplier
under the Contract any premium that the Purchaser shall
have paid to the insurer or may otherwise recover such
amount as a debt due from the Supplier.
37.6 Unless otherwise provided in the Contract, the Supplier shall
prepare and conduct all and any claims made under the
policies affected by it pursuant to this GCC Clause 37, and
all monies payable by any insurers shall be paid to the
Supplier. The Purchaser shall give to the Supplier all such
reasonable assistance as may be required by the Supplier in
connection with any claim under the relevant insurance
policies. With respect to insurance claims in which the
Purchaser’s interest is involved, the Supplier shall not give
any release or make any compromise with the insurer
without the prior written consent of the Purchaser. With
respect to insurance claims in which the Supplier’s interest is
involved, the Purchaser shall not give any release or make
any compromise with the insurer without the prior written
consent of the Supplier.
38. Force Majeure 38.1 “Force Majeure” shall mean any event beyond the
reasonable control of the Purchaser or of the Supplier, as the
case may be, and which is unavoidable notwithstanding the
reasonable care of the party affected and shall include,
without limitation, the following:
(a) war, hostilities, or warlike operations (whether a state
of war be declared or not), invasion, act of foreign
enemy, and civil war;
(b) rebellion, revolution, insurrection, mutiny, usurpation
of civil or military government, conspiracy, riot, civil
commotion, and terrorist acts;
(c) confiscation, nationalization, mobilization,
commandeering or requisition by or under the order of
any government or de jure or de facto authority or
ruler, or any other act or failure to act of any local state
or national government authority;
(d) strike, sabotage, lockout, embargo, import restriction,
Section VIII – General Conditions of Contract

port congestion, lack of usual means of public

transportation and communication, industrial dispute,
shipwreck, shortage or restriction of power supply,
epidemics, quarantine, and plague;
(e) earthquake, landslide, volcanic activity, fire, flood or
inundation, tidal wave, typhoon or cyclone, hurricane,
storm, lightning, or other inclement weather condition,
nuclear and pressure waves, or other natural or
physical disaster;
(f) failure, by the Supplier, to obtain the necessary export
permit(s) from the governments of the Country(s) of
Origin of the Information Technologies or other
Goods, or Supplier’s Equipment provided that the
Supplier has made all reasonable efforts to obtain the
required export permit(s), including the exercise of due
diligence in determining the eligibility of the System
and all of its components for receipt of the necessary
export permits.
38.2 If either party is prevented, hindered, or delayed from or in
performing any of its obligations under the Contract by an
event of Force Majeure, then it shall notify the other in
writing of the occurrence of such event and the
circumstances of the event of Force Majeure within fourteen
(14) days after the occurrence of such event.
38.3 The party who has given such notice shall be excused from
the performance or punctual performance of its obligations
under the Contract for so long as the relevant event of Force
Majeure continues and to the extent that such party’s
performance is prevented, hindered, or delayed. The Time
for Achieving Operational Acceptance shall be extended in
accordance with GCC Clause 40 (Extension of Time for
Achieving Operational Acceptance).
38.4 The party or parties affected by the event of Force Majeure
shall use reasonable efforts to mitigate the effect of the event
of Force Majeure upon its or their performance of the
Contract and to fulfill its or their obligations under the
Contract, but without prejudice to either party’s right to
terminate the Contract under GCC Clause 38.6.
38.5 No delay or nonperformance by either party to this Contract
caused by the occurrence of any event of Force Majeure
shall:
Section VIII – General Conditions of Contract

(a) constitute a default or breach of the Contract;

(b) (subject to GCC Clauses 35.2, 38.3, and 38.4) give rise
to any claim for damages or additional cost or expense
occasioned by the delay or nonperformance,
if, and to the extent that, such delay or nonperformance is
caused by the occurrence of an event of Force Majeure.
38.6 If the performance of the Contract is substantially prevented,
hindered, or delayed for a single period of more than sixty
(60) days or an aggregate period of more than one hundred
and twenty (120) days on account of one or more events of
Force Majeure during the time period covered by the
Contract, the parties will attempt to develop a mutually
satisfactory solution, failing which, either party may
terminate the Contract by giving a notice to the other.
38.7 In the event of termination pursuant to GCC Clause 38.6, the
rights and obligations of the Purchaser and the Supplier shall
be as specified in GCC Clauses 41.1.2 and 41.1.3.
38.8 Notwithstanding GCC Clause 38.5, Force Majeure shall not
apply to any obligation of the Purchaser to make payments to
the Supplier under this Contract.

H. CHANGE IN CONTRACT ELEMENTS

39. Changes to the 39.1 Introducing a Change
System
39.1.1 Subject to GCC Clauses 39.2.5 and 39.2.7, the
Purchaser shall have the right to propose, and
subsequently require, the Project Manager to order
the Supplier from time to time during the
performance of the Contract to make any change,
modification, addition, or deletion to, in, or from the
System (interchangeably called “Change”), provided
that such Change falls within the general scope of
the System, does not constitute unrelated work, and
is technically practicable, taking into account both
the state of advancement of the System and the
technical compatibility of the Change envisaged
with the nature of the System as originally specified
in the Contract.
A Change may involve, but is not restricted to, the
substitution of updated Information Technologies
Section VIII – General Conditions of Contract

and related Services in accordance with

GCC Clause 23 (Product Upgrades).
39.1.2 The Supplier may from time to time during its
performance of the Contract propose to the
Purchaser (with a copy to the Project Manager) any
Change that the Supplier considers necessary or
desirable to improve the quality or efficiency of the
System. The Purchaser may at its discretion
approve or reject any Change proposed by the
Supplier.
39.1.3 Notwithstanding GCC Clauses 39.1.1 and 39.1.2, no
change made necessary because of any default of the
Supplier in the performance of its obligations under
the Contract shall be deemed to be a Change, and
such change shall not result in any adjustment of the
Contract Price or the Time for Achieving
Operational Acceptance.
39.1.4 The procedure on how to proceed with and execute
Changes is specified in GCC Clauses 39.2 and 39.3,
and further details and sample forms are provided in
the Sample Contractual Forms Section in the
bidding documents.
39.1.5 Moreover, the Purchaser and Supplier will agree,
during development of the Project Plan, to a date
prior to the scheduled date for Operational
Acceptance, after which the Technical Requirements
for the System shall be “frozen.” Any Change
initiated after this time will be dealt with after
Operational Acceptance.
39.2 Changes Originating from Purchaser
39.2.1 If the Purchaser proposes a Change pursuant to GCC
Clauses 39.1.1, it shall send to the Supplier a
“Request for Change Proposal,” requiring the
Supplier to prepare and furnish to the Project
Manager as soon as reasonably practicable a
“Change Proposal,” which shall include the
following:
(a) brief description of the Change;
(b) impact on the Time for Achieving Operational
Acceptance;
Section VIII – General Conditions of Contract

(c) detailed estimated cost of the Change;

(d) effect on Functional Guarantees (if any);
(e) effect on any other provisions of the Contract.
39.2.2 Prior to preparing and submitting the “Change
Proposal,” the Supplier shall submit to the Project
Manager a “Change Estimate Proposal,” which shall
be an estimate of the cost of preparing the Change
Proposal, plus a first approximation of the suggested
approach and cost for implementing the changes.
Upon receipt of the Supplier’s Change Estimate
Proposal, the Purchaser shall do one of the
following:
(a) accept the Supplier’s estimate with instructions
to the Supplier to proceed with the preparation
of the Change Proposal;
(b) advise the Supplier of any part of its Change
Estimate Proposal that is unacceptable and
request the Supplier to review its estimate;
(c) advise the Supplier that the Purchaser does not
intend to proceed with the Change.
39.2.3 Upon receipt of the Purchaser’s instruction to
proceed under GCC Clause 39.2.2 (a), the Supplier
shall, with proper expedition, proceed with the
preparation of the Change Proposal, in accordance
with GCC Clause 39.2.1. The Supplier, at its
discretion, may specify a validity period for the
Change Proposal, after which if the Purchaser and
Supplier has not reached agreement in accordance
with GCC Clause 39.2.6, then GCC Clause 39.2.7
shall apply.
39.2.4 The pricing of any Change shall, as far as
practicable, be calculated in accordance with the
rates and prices included in the Contract. If the
nature of the Change is such that the Contract rates
and prices are inequitable, the parties to the Contract
shall agree on other specific rates to be used for
valuing the Change.
39.2.5 If before or during the preparation of the Change
Proposal it becomes apparent that the aggregate
impact of compliance with the Request for Change
Section VIII – General Conditions of Contract

Proposal and with all other Change Orders that have

already become binding upon the Supplier under this
GCC Clause 39 would be to increase or decrease the
Contract Price as originally set forth in Article 2
(Contract Price) of the Contract Agreement by more
than fifteen (15) percent, the Supplier may give a
written notice of objection to this Request for
Change Proposal prior to furnishing the Change
Proposal. If the Purchaser accepts the Supplier’s
objection, the Purchaser shall withdraw the proposed
Change and shall notify the Supplier in writing of its
acceptance.
The Supplier’s failure to so object to a Request for
Change Proposal shall neither affect its right to
object to any subsequent requested Changes or
Change Orders, nor affect its right to take into
account, when making such subsequent objection,
the percentage increase or decrease in the Contract
Price that any Change not objected to by the
Supplier represents.
39.2.6 Upon receipt of the Change Proposal, the Purchaser
and the Supplier shall mutually agree upon all
matters contained in the Change Proposal. Within
fourteen (14) days after such agreement, the
Purchaser shall, if it intends to proceed with the
Change, issue the Supplier a Change Order. If the
Purchaser is unable to reach a decision within
fourteen (14) days, it shall notify the Supplier with
details of when the Supplier can expect a decision.
If the Purchaser decides not to proceed with the
Change for whatever reason, it shall, within the said
period of fourteen (14) days, notify the Supplier
accordingly. Under such circumstances, the
Supplier shall be entitled to reimbursement of all
costs reasonably incurred by it in the preparation of
the Change Proposal, provided that these do not
exceed the amount given by the Supplier in its
Change Estimate Proposal submitted in accordance
with GCC Clause 39.2.2.
39.2.7 If the Purchaser and the Supplier cannot reach
agreement on the price for the Change, an equitable
adjustment to the Time for Achieving Operational
Acceptance, or any other matters identified in the
Change Proposal, the Change will not be
Section VIII – General Conditions of Contract

implemented. However, this provision does not

limit the rights of either party under GCC Clause 6
(Settlement of Disputes).
39.3 Changes Originating from Supplier
If the Supplier proposes a Change pursuant to GCC
Clause 39.1.2, the Supplier shall submit to the Project
Manager a written “Application for Change Proposal,”
giving reasons for the proposed Change and including the
information specified in GCC Clause 39.2.1. Upon receipt
of the Application for Change Proposal, the parties shall
follow the procedures outlined in GCC Clauses 39.2.6 and
39.2.7. However, should the Purchaser choose not to
proceed or the Purchaser and the Supplier cannot come to
agreement on the change during any validity period that the
Supplier may specify in its Application for Change Proposal,
the Supplier shall not be entitled to recover the costs of
preparing the Application for Change Proposal, unless
subject to an agreement between the Purchaser and the
Supplier to the contrary.
39.4 Value engineering. The Supplier may prepare, at its own cost,
a value engineering proposal at any time during the
performance of the Contract. The value engineering proposal
shall, at a minimum, include the following;

(a) the proposed change(s), and a description of the

difference to the existing Contract requirements;

(b) a full cost/benefit analysis of the proposed

change(s) including a description and estimate of
costs (including life cycle costs) the Purchaser
may incur in implementing the value engineering
proposal; and

(c) a description of any effect(s) of the change on

performance/functionality.

The Purchaser may accept the value engineering

proposal if the proposal demonstrates benefits that:

(a) accelerates the delivery period; or

(b) reduces the Contract Price or the life cycle costs

to the Purchaser; or
Section VIII – General Conditions of Contract

(c) improves the quality, efficiency, safety or

sustainability of the systems; or

(d) yields any other benefits to the Purchaser,

without compromising the necessary functions of the

systems.

If the value engineering proposal is approved by the

Purchaser and results in:

(a) a reduction of the Contract Price; the amount to be

paid to the Supplier shall be the percentage
specified in the SCC of the reduction in the
Contract Price; or

(b) an increase in the Contract Price; but results in a

reduction in life cycle costs due to any benefit described in
(a) to (d) above, the amount to be paid to the Supplier shall
be the full increase in the Contract Price.
40. Extension of 40.1 The time(s) for achieving Operational Acceptance specified
Time for in the Schedule of Implementation shall be extended if the
Achieving Supplier is delayed or impeded in the performance of any of
Operational its obligations under the Contract by reason of any of the
Acceptance following:
(a) any Change in the System as provided in GCC
Clause 39 (Change in the Information System);
(b) any occurrence of Force Majeure as provided in GCC
Clause 38 (Force Majeure);
(c) default of the Purchaser; or
(d) any other matter specifically mentioned in the
Contract;
by such period as shall be fair and reasonable in all the
circumstances and as shall fairly reflect the delay or
impediment sustained by the Supplier.
40.2 Except where otherwise specifically provided in the
Contract, the Supplier shall submit to the Project Manager a
notice of a claim for an extension of the time for achieving
Operational Acceptance, together with particulars of the
event or circumstance justifying such extension as soon as
reasonably practicable after the commencement of such
Section VIII – General Conditions of Contract

event or circumstance. As soon as reasonably practicable

after receipt of such notice and supporting particulars of the
claim, the Purchaser and the Supplier shall agree upon the
period of such extension. In the event that the Supplier does
not accept the Purchaser’s estimate of a fair and reasonable
time extension, the Supplier shall be entitled to refer the
matter to the provisions for the Settlement of Disputes
pursuant to GCC Clause 6.
40.3 The Supplier shall at all times use its reasonable efforts to
minimize any delay in the performance of its obligations
under the Contract.
41. Termination 41.1 Termination for Purchaser’s Convenience
41.1.1 The Purchaser may at any time terminate the
Contract for any reason by giving the Supplier a
notice of termination that refers to this GCC
Clause 41.1.
41.1.2 Upon receipt of the notice of termination under GCC
Clause 41.1.1, the Supplier shall either as soon as
reasonably practical or upon the date specified in the
notice of termination
(a) cease all further work, except for such work as
the Purchaser may specify in the notice of
termination for the sole purpose of protecting
that part of the System already executed, or any
work required to leave the site in a clean and
safe condition;
(b) terminate all subcontracts, except those to be
assigned to the Purchaser pursuant to GCC
Clause 41.1.2 (d) (ii) below;
(c) remove all Supplier’s Equipment from the site,
repatriate the Supplier’s and its Subcontractors’
personnel from the site, remove from the site any
wreckage, rubbish, and debris of any kind;
(d) in addition, the Supplier, subject to the payment
specified in GCC Clause 41.1.3, shall
(i) deliver to the Purchaser the parts of the
System executed by the Supplier up to the
date of termination;
(ii) to the extent legally possible, assign to the
Section VIII – General Conditions of Contract

Purchaser all right, title, and benefit of the

Supplier to the System, or Subsystem, as at
the date of termination, and, as may be
required by the Purchaser, in any
subcontracts concluded between the
Supplier and its Subcontractors;
(iii) deliver to the Purchaser all nonproprietary
drawings, specifications, and other
documents prepared by the Supplier or its
Subcontractors as of the date of
termination in connection with the System.
41.1.3 In the event of termination of the Contract under
GCC Clause 41.1.1, the Purchaser shall pay to the
Supplier the following amounts:
(a) the Contract Price, properly attributable to the
parts of the System executed by the Supplier as
of the date of termination;
(b) the costs reasonably incurred by the Supplier in
the removal of the Supplier’s Equipment from
the site and in the repatriation of the Supplier’s
and its Subcontractors’ personnel;
(c) any amount to be paid by the Supplier to its
Subcontractors in connection with the
termination of any subcontracts, including any
cancellation charges;
(d) costs incurred by the Supplier in protecting the
System and leaving the site in a clean and safe
condition pursuant to GCC Clause 41.1.2 (a); and
(e) the cost of satisfying all other obligations,
commitments, and claims that the Supplier may
in good faith have undertaken with third parties
in connection with the Contract and that are not
covered by GCC Clauses 41.1.3 (a) through (d)
above.
41.2 Termination for Supplier’s Default
41.2.1 The Purchaser, without prejudice to any other
rights or remedies it may possess, may terminate
the Contract forthwith in the following
circumstances by giving a notice of termination
and its reasons therefore to the Supplier, referring
Section VIII – General Conditions of Contract

to this GCC Clause 41.2:

(a) if the Supplier becomes bankrupt or insolvent,
has a receiving order issued against it,
compounds with its creditors, or, if the Supplier
is a corporation, a resolution is passed or order is
made for its winding up (other than a voluntary
liquidation for the purposes of amalgamation or
reconstruction), a receiver is appointed over any
part of its undertaking or assets, or if the
Supplier takes or suffers any other analogous
action in consequence of debt;
(b) if the Supplier assigns or transfers the Contract
or any right or interest therein in violation of the
provision of GCC Clause 42 (Assignment); or
(c) if the Supplier, in the judgment of the Purchaser
has engaged in Fraud and Corruption, as defined
in paragraph 2.2 a. of the Appendix to the GCC,
in competing for or in executing the Contract,
including but not limited to willful
misrepresentation of facts concerning ownership
of Intellectual Property Rights in, or proper
authorization and/or licenses from the owner to
offer, the hardware, software, or materials
provided under this Contract.
41.2.2 If the Supplier:
(a) has abandoned or repudiated the Contract;
(b) has without valid reason failed to commence
work on the System promptly;
(c) persistently fails to execute the Contract in
accordance with the Contract or persistently
neglects to carry out its obligations under the
Contract without just cause;
(d) refuses or is unable to provide sufficient
Materials, Services, or labor to execute and
complete the System in the manner specified in
the Agreed Project Plan furnished under GCC
Clause 19 at rates of progress that give
reasonable assurance to the Purchaser that the
Supplier can attain Operational Acceptance of
the System by the Time for Achieving
Section VIII – General Conditions of Contract

Operational Acceptance as extended;

then the Purchaser may, without prejudice to any
other rights it may possess under the Contract, give a
notice to the Supplier stating the nature of the
default and requiring the Supplier to remedy the
same. If the Supplier fails to remedy or to take steps
to remedy the same within fourteen (14) days of its
receipt of such notice, then the Purchaser may
terminate the Contract forthwith by giving a notice
of termination to the Supplier that refers to this GCC
Clause 41.2.
41.2.3 Upon receipt of the notice of termination under GCC
Clauses 41.2.1 or 41.2.2, the Supplier shall, either
immediately or upon such date as is specified in the
notice of termination:
(a) cease all further work, except for such work as
the Purchaser may specify in the notice of
termination for the sole purpose of protecting
that part of the System already executed or any
work required to leave the site in a clean and
safe condition;
(b) terminate all subcontracts, except those to be
assigned to the Purchaser pursuant to GCC
Clause 41.2.3 (d) below;
(c) deliver to the Purchaser the parts of the System
executed by the Supplier up to the date of
termination;
(d) to the extent legally possible, assign to the
Purchaser all right, title and benefit of the
Supplier to the System or Subsystems as at the
date of termination, and, as may be required by
the Purchaser, in any subcontracts concluded
between the Supplier and its Subcontractors;
(e) deliver to the Purchaser all drawings,
specifications, and other documents prepared by
the Supplier or its Subcontractors as at the date
of termination in connection with the System.
41.2.4 The Purchaser may enter upon the site, expel the
Supplier, and complete the System itself or by
employing any third party. Upon completion of the
Section VIII – General Conditions of Contract

System or at such earlier date as the Purchaser

thinks appropriate, the Purchaser shall give notice to
the Supplier that such Supplier’s Equipment will be
returned to the Supplier at or near the site and shall
return such Supplier’s Equipment to the Supplier in
accordance with such notice. The Supplier shall
thereafter without delay and at its cost remove or
arrange removal of the same from the site.
41.2.5 Subject to GCC Clause 41.2.6, the Supplier shall be
entitled to be paid the Contract Price attributable to
the portion of the System executed as at the date of
termination and the costs, if any, incurred in
protecting the System and in leaving the site in a
clean and safe condition pursuant to GCC
Clause 41.2.3 (a). Any sums due the Purchaser from
the Supplier accruing prior to the date of termination
shall be deducted from the amount to be paid to the
Supplier under this Contract.
41.2.6 If the Purchaser completes the System, the cost of
completing the System by the Purchaser shall be
determined. If the sum that the Supplier is entitled
to be paid, pursuant to GCC Clause 41.2.5, plus the
reasonable costs incurred by the Purchaser in
completing the System, exceeds the Contract Price,
the Supplier shall be liable for such excess. If such
excess is greater than the sums due the Supplier
under GCC Clause 41.2.5, the Supplier shall pay the
balance to the Purchaser, and if such excess is less
than the sums due the Supplier under GCC
Clause 41.2.5, the Purchaser shall pay the balance to
the Supplier. The Purchaser and the Supplier shall
agree, in writing, on the computation described
above and the manner in which any sums shall be
paid.
41.3 Termination by Supplier
41.3.1 If:
(a) the Purchaser has failed to pay the Supplier any
sum due under the Contract within the specified
period, has failed to approve any invoice or
supporting documents without just cause
pursuant to the SCC, or commits a substantial
breach of the Contract, the Supplier may give a
notice to the Purchaser that requires payment of
Section VIII – General Conditions of Contract

such sum, with interest on this sum as stipulated

in GCC Clause 12.3, requires approval of such
invoice or supporting documents, or specifies the
breach and requires the Purchaser to remedy the
same, as the case may be. If the Purchaser fails
to pay such sum together with such interest, fails
to approve such invoice or supporting documents
or give its reasons for withholding such
approval, fails to remedy the breach or take steps
to remedy the breach within fourteen (14) days
after receipt of the Supplier’s notice; or
(b) the Supplier is unable to carry out any of its
obligations under the Contract for any reason
attributable to the Purchaser, including but not
limited to the Purchaser’s failure to provide
possession of or access to the site or other areas
or failure to obtain any governmental permit
necessary for the execution and/or completion of
the System;
then the Supplier may give a notice to the Purchaser
of such events, and if the Purchaser has failed to pay
the outstanding sum, to approve the invoice or
supporting documents, to give its reasons for
withholding such approval, or to remedy the breach
within twenty-eight (28) days of such notice, or if
the Supplier is still unable to carry out any of its
obligations under the Contract for any reason
attributable to the Purchaser within twenty-eight
(28) days of the said notice, the Supplier may by a
further notice to the Purchaser referring to this GCC
Clause 41.3.1, forthwith terminate the Contract.
41.3.2 The Supplier may terminate the Contract
immediately by giving a notice to the Purchaser to
that effect, referring to this GCC Clause 41.3.2, if
the Purchaser becomes bankrupt or insolvent, has a
receiving order issued against it, compounds with its
creditors, or, being a corporation, if a resolution is
passed or order is made for its winding up (other
than a voluntary liquidation for the purposes of
amalgamation or reconstruction), a receiver is
appointed over any part of its undertaking or assets,
or if the Purchaser takes or suffers any other
analogous action in consequence of debt.
Section VIII – General Conditions of Contract

41.3.3 If the Contract is terminated under GCC

Clauses 41.3.1 or 41.3.2, then the Supplier shall
immediately:
(a) cease all further work, except for such work as
may be necessary for the purpose of protecting
that part of the System already executed, or any
work required to leave the site in a clean and
safe condition;
(b) terminate all subcontracts, except those to be
assigned to the Purchaser pursuant to
Clause 41.3.3 (d) (ii);
(c) remove all Supplier’s Equipment from the site
and repatriate the Supplier’s and its
Subcontractor’s personnel from the site.
(d) In addition, the Supplier, subject to the payment
specified in GCC Clause 41.3.4, shall:
(i) deliver to the Purchaser the parts of the
System executed by the Supplier up to the
date of termination;
(ii) to the extent legally possible, assign to the
Purchaser all right, title, and benefit of the
Supplier to the System, or Subsystems, as
of the date of termination, and, as may be
required by the Purchaser, in any
subcontracts concluded between the
Supplier and its Subcontractors;
(iii) to the extent legally possible, deliver to the
Purchaser all drawings, specifications, and
other documents prepared by the Supplier
or its Subcontractors as of the date of
termination in connection with the System.
41.3.4 If the Contract is terminated under GCC
Clauses 41.3.1 or 41.3.2, the Purchaser shall pay to
the Supplier all payments specified in GCC
Clause 41.1.3 and reasonable compensation for all
loss, except for loss of profit, or damage sustained
by the Supplier arising out of, in connection with, or
in consequence of such termination.
41.3.5 Termination by the Supplier pursuant to this GCC
Clause 41.3 is without prejudice to any other rights
Section VIII – General Conditions of Contract

or remedies of the Supplier that may be exercised in

lieu of or in addition to rights conferred by GCC
Clause 41.3.
41.4 In this GCC Clause 41, the expression “portion of the
System executed” shall include all work executed, Services
provided, and all Information Technologies, or other Goods
acquired (or subject to a legally binding obligation to
purchase) by the Supplier and used or intended to be used for
the purpose of the System, up to and including the date of
termination.
41.5 In this GCC Clause 41, in calculating any monies due from
the Purchaser to the Supplier, account shall be taken of any
sum previously paid by the Purchaser to the Supplier under
the Contract, including any advance payment paid pursuant
to the SCC.
42. Assignment 42.l Neither the Purchaser nor the Supplier shall, without the
express prior written consent of the other, assign to any third
party the Contract or any part thereof, or any right, benefit,
obligation, or interest therein or thereunder, except that the
Supplier shall be entitled to assign either absolutely or by
way of charge any monies due and payable to it or that may
become due and payable to it under the Contract.

I. SETTLEMENT OF DISPUTES
43. Settlement of 43.1 Adjudication
Disputes
43.1.1 If any dispute of any kind whatsoever shall arise
between the Purchaser and the Supplier in connection
with or arising out of the Contract, including without
prejudice to the generality of the foregoing, any
question regarding its existence, validity, or
termination, or the operation of the System (whether
during the progress of implementation or after its
achieving Operational Acceptance and whether before
or after the termination, abandonment, or breach of
the Contract), the parties shall seek to resolve any
such dispute by mutual consultation. If the parties fail
to resolve such a dispute by mutual consultation
within fourteen (14) days after one party has notified
the other in writing of the dispute, then, if the
Contract Agreement in Appendix 2 includes and
Section VIII – General Conditions of Contract

names an Adjudicator, the dispute shall, within

another fourteen (14) days, be referred in writing by
either party to the Adjudicator, with a copy to the
other party. If there is no Adjudicator specified in the
Contract Agreement, the mutual consultation period
stated above shall last twenty-eight (28) days (instead
of fourteen), upon expiry of which either party may
move to the notification of arbitration pursuant to
GCC Clause 6.2.1.
43.1.2 The Adjudicator shall give his or her decision in
writing to both parties within twenty-eight (28) days
of the dispute being referred to the Adjudicator. If the
Adjudicator has done so, and no notice of intention to
commence arbitration has been given by either the
Purchaser or the Supplier within fifty-six (56) days of
such reference, the decision shall become final and
binding upon the Purchaser and the Supplier. Any
decision that has become final and binding shall be
implemented by the parties forthwith.
43.1.3 The Adjudicator shall be paid an hourly fee at the
rate specified in the Contract Agreement plus
reasonable expenditures incurred in the execution of
duties as Adjudicator, and these costs shall be divided
equally between the Purchaser and the Supplier.
43.1.4 Should the Adjudicator resign or die, or should the
Purchaser and the Supplier agree that the Adjudicator
is not fulfilling his or her functions in accordance with
the provisions of the Contract, a new Adjudicator
shall be jointly appointed by the Purchaser and the
Supplier. Failing agreement between the two within
twenty-eight (28) days, the new Adjudicator shall be
appointed at the request of either party by the
Appointing Authority specified in the SCC, or, if no
Appointing Authority is specified in SCC, the
Contract shall, from this point onward and until the
parties may otherwise agree on an Adjudicator or an
Appointing Authority, be implemented as if there is
no Adjudicator.
43.2 Arbitration
43.2.1 If
(a) the Purchaser or the Supplier is dissatisfied with
the Adjudicator’s decision and acts before this
Section VIII – General Conditions of Contract

decision has become final and binding pursuant

to GCC Clause 43.1.2, or
(b) the Adjudicator fails to give a decision within the
allotted time from referral of the dispute pursuant
to GCC Clause 43.1.2, and the Purchaser or the
Supplier acts within the following fourteen (14)
days, or
(c) in the absence of an Adjudicator from the
Contract Agreement, the mutual consultation
pursuant to GCC Clause 43.1.1 expires without
resolution of the dispute and the Purchaser or the
Supplier acts within the following fourteen (14)
days,
then either the Purchaser or the Supplier may act to
give notice to the other party, with a copy for
information to the Adjudicator in case an Adjudicator
had been involved, of its intention to commence
arbitration, as provided below, as to the matter in
dispute, and no arbitration in respect of this matter
may be commenced unless such notice is given.
43.2.2 Any dispute in respect of which a notice of
intention to commence arbitration has been given, in
accordance with GCC Clause 43.2.1, shall be finally
settled by arbitration. Arbitration may be commenced
prior to or after Installation of the Information System.
43.2.3 Arbitration proceedings shall be conducted in
accordance with the rules of procedure specified in
the SCC.
43.3 Notwithstanding any reference to the Adjudicator or
arbitration in this clause,
(a) the parties shall continue to perform their respective
obligations under the Contract unless they otherwise
agree;
(b) the Purchaser shall pay the Supplier any monies due
the Supplier.
Section VIII – General Conditions of Contract

APPENDIX I

Fraud and Corruption

(Text in this Appendix shall not be modified)

1. Purpose
1.1 The Bank’s Anti-Corruption Guidelines and this annex apply with respect to procurement
under Bank Investment Project Financing operations.
2. Requirements
2.1 The Bank requires that Borrowers (including beneficiaries of Bank financing); bidders, con-
sultants, contractors and suppliers; any sub-contractors, sub-consultants, service providers or
suppliers; any agents (whether declared or not); and any of their personnel, observe the high-
est standard of ethics during the procurement process, selection and contract execution of
Bank-financed contracts, and refrain from Fraud and Corruption.
2.2 To this end, the Bank:
a. Defines, for the purposes of this provision, the terms set forth below as follows:
i. “corrupt practice” is the offering, giving, receiving, or soliciting, directly or indirect-
ly, of anything of value to influence improperly the actions of another party;
ii. “fraudulent practice” is any act or omission, including misrepresentation, that know-
ingly or recklessly misleads, or attempts to mislead, a party to obtain financial or
other benefit or to avoid an obligation;
iii. “collusive practice” is an arrangement between two or more parties designed to
achieve an improper purpose, including to influence improperly the actions of anoth-
er party;
iv. “coercive practice” is impairing or harming, or threatening to impair or harm, direct-
ly or indirectly, any party or the property of the party to influence improperly the ac-
tions of a party;
v. “obstructive practice” is:
(a) deliberately destroying, falsifying, altering, or concealing of evidence material
to the investigation or making false statements to investigators in order to ma-
terially impede a Bank investigation into allegations of a corrupt, fraudulent,
coercive, or collusive practice; and/or threatening, harassing, or intimidating
any party to prevent it from disclosing its knowledge of matters relevant to the
investigation or from pursuing the investigation; or
Section VIII – General Conditions of Contract

(b) acts intended to materially impede the exercise of the Bank’s inspection and
audit rights provided for under paragraph 2.2 e. below.
b. Rejects a proposal for award if the Bank determines that the firm or individual recom-
mended for award, any of its personnel, or its agents, or its sub-consultants, sub-
contractors, service providers, suppliers and/ or their employees, has, directly or indirect-
ly, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in compet-
ing for the contract in question;
c. In addition to the legal remedies set out in the relevant Legal Agreement, may take other
appropriate actions, including declaring misprocurement, if the Bank determines at any
time that representatives of the Borrower or of a recipient of any part of the proceeds of
the loan engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices dur-
ing the procurement process, selection and/or execution of the contract in question,
without the Borrower having taken timely and appropriate action satisfactory to the Bank
to address such practices when they occur, including by failing to inform the Bank in a
timely manner at the time they knew of the practices;
d. Pursuant to the Bank’s Anti-Corruption Guidelines, and in accordance with the Bank’s
prevailing sanctions policies and procedures, may sanction a firm or individual, either in-
definitely or for a stated period of time, including by publicly declaring such firm or indi-
vidual ineligible (i) to be awarded or otherwise benefit from a Bank-financed contract, fi-
nancially or in any other manner;1 (ii) to be a nominated2 sub-contractor, consultant,
manufacturer or supplier, or service provider of an otherwise eligible firm being awarded
a Bank-financed contract; and (iii) to receive the proceeds of any loan made by the Bank
or otherwise to participate further in the preparation or implementation of any Bank-
financed project;
e. Requires that a clause be included in bidding/request for proposals documents and in con-
tracts financed by a Bank loan, requiring (i) bidders, consultants, contractors, and suppli-
ers, and their sub-contractors, sub-consultants, service providers, suppliers, agents per-
sonnel, permit the Bank to inspect3 all accounts, records and other documents relating to

1
For the avoidance of doubt, a sanctioned party’s ineligibility to be awarded a contract shall include, without
limitation, (i) applying for pre-qualification, expressing interest in a consultancy, and bidding, either directly or as
a nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service
provider, in respect of such contract, and (ii) entering into an addendum or amendment introducing a material
modification to any existing contract.
2
A nominated sub-contractor, nominated consultant, nominated manufacturer or supplier, or nominated service
provider (different names are used depending on the particular bidding document) is one which has been: (i)
included by the bidder in its pre-qualification application or bid because it brings specific and critical experience
and know-how that allow the bidder to meet the qualification requirements for the particular bid; or (ii) appointed
by the Borrower.
3
Inspections in this context usually are investigative (i.e., forensic) in nature. They involve fact-finding activities
undertaken by the Bank or persons appointed by the Bank to address specific matters related to
investigations/audits, such as evaluating the veracity of an allegation of possible Fraud and Corruption, through
the appropriate mechanisms. Such activity includes but is not limited to: accessing and examining a firm's or
individual's financial records and information, and making copies thereof as relevant; accessing and examining
any other documents, data and information (whether in hard copy or electronic format) deemed relevant for the
investigation/audit, and making copies thereof as relevant; interviewing staff and other relevant individuals;
performing physical inspections and site visits; and obtaining third party verification of information.
Section VIII – General Conditions of Contract

the submission of bids and contract performance, and to have them audited by auditors
appointed by the Bank.
Section VIII – General Conditions of Contract

SECTION IX - SPECIAL CONDITIONS OF CONTRACT

Table of Clauses
A. Contract and Interpretation235
1. Definitions (GCC Clause 1)235
2. Notices ( GCC Clause 4)235
B. Subject Matter of Contract236
3. Scope of the System ( GCC Clause 7)236
4. Time for Commencement and Operational Acceptance ( GCC Clause 8)236
5. Supplier’s Responsibilities ( GCC Clause 9)236
C. Payment236
6. Contract Price ( GCC Clause 11)236
7. Terms of Payment ( GCC Clause 12)237
8. Securities ( GCC Clause 13)238
D. Intellectual Property239
9. Copyright ( GCC Clause 15)239
10. Software License Agreements ( GCC Clause 16)239
11. Confidential Information ( GCC Clause 17)240
E. Supply, Installation, Testing, Commissioning, and Acceptance of the System240
12. Representatives ( GCC Clause 18)240
13. Project Plan ( GCC Clause 19)240
14. Design and Engineering ( GCC Clause 21)241
15. Product Upgrades ( GCC Clause 23)241
16. Inspections and Tests ( GCC Clause 25)241
17. Commissioning and Operational Acceptance ( GCC Clause 27)241
F. Guarantees and Liabilities242
18. Operational Acceptance Time Guarantee ( GCC Clause 28)242
19. Defect Liability ( GCC Clause 29)242
20. Functional Guarantees ( GCC Clause 30)243
G. Risk Distribution243
21. Insurances ( GCC Clause 37)243
H. Change in Contract Elements244
22. Changes to the System ( GCC Clause 39)244
I. Settlement of Disputes244
23. Settlement of Disputes (GCC Clause 43)244
Section VIII – General Conditions of Contract

Special Conditions of Contract

The following Special Conditions of Contract (SCC) shall supplement or amend the General
Conditions of Contract (GCC). Whenever there is a conflict, the provisions of the SCC shall
prevail over those in the General Conditions of Contract. For the purposes of clarity, any
referenced GCC clause numbers are indicated in the left column of the SCC.

A. CONTRACT AND INTERPRETATION

1. Definitions (GCC Clause 1)

GCC 1.1 (a) (ix) The applicable edition of the Procurement Regulation is dated: July
2016, Revised November 2017

GCC 1.1 (b) (i) The Purchaser is: The Malawi Government
GCC 1.1 (b) (ii) The Project Manager is: The National Project Coordinator
GCC 1.1 (e) (i) The Purchaser’s Country is: Malawi

GCC 1.1 (e) (x) The Contract shall continue in force until the Information System and
all the Services as per scope have been provided unless the Contract is
terminated earlier in accordance with the terms set out in the Contract.

GCC 1.1 (e) The Post-Warranty Services Period is 3 years starting with the
(xiii) completion of the Warranty Period.

2. Notices (GCC Clause 4)

GCC 4.3 Address of the Project Manager:
The National Project Coordinator
Malawi Food Resilient Program
AGCOM Building, Off Chilambula Road, Opposite Malawi Revenue
Authority
P.O. Box 727
Lilongwe
Malawi
Email address: teddie.nakhumwa@agcom.gov.mw

City: Lilongwe
ZIP Code: 265
Section VIII – General Conditions of Contract

Country: Malawi
Telephone:

B. SUBJECT MATTER OF CONTRACT

3. Scope of the System ( GCC Clause 7)

GCC 7.3 The Supplier’s obligations under the Contract will include the following
recurrent cost items, as identified in the Recurrent Cost tables in
the Supplier’s Bid:
The Supplier agrees to supply spare parts required for the
operation and maintenance of the System, as stated below, for 3
years beginning with Operational Acceptance. Moreover, the
price of such spare parts shall be those specified in the spare parts
price schedule submitted by the Suppler as part of its Bid. These
prices shall include the purchase price for such spare parts and
other costs and expenses (including the Supplier’s fees) relating
to the supply of spare parts.

4. Time for Commencement and Operational Acceptance ( GCC Clause 8)

GCC 8.1 The Supplier shall commence work on the System within: 15 days from
the Effective Date of the Contract.

5. Supplier’s Responsibilities ( GCC Clause 9)

GCC 9.9 The following sustainable procurement contractual provisions apply:
Not Applicable

C. PAYMENT

6. Contract Price ( GCC Clause 11)

GCC 11.2 (b) Adjustments to the Contract Price shall be as follows: Not Applicable.
The contract price will be Fixed
Section VIII – General Conditions of Contract

7. Terms of Payment ( GCC Clause 12)

GCC 12.1 Subject to the provisions of GCC Clause 12 (Terms of Payment),
the Purchaser shall pay the Contract Price to the Supplier
according to the categories and in the manner specified below.
Only the categories Advance Payment and Complete System
Integration relate to the entire Contract Price. In other payment
categories, the term "total Contract Price" means the total cost of
goods or services under the specific payment category. Within
each such category, the Contract Implementation Schedule may
trigger pro-rata payments for the portion of the total Contract
Price for the category corresponding to the goods or services
actually Delivered, Installed, or Operationally Accepted, at unit
prices and in the currencies specified in the Price Schedules of
the Contract Agreement.
(a) Advance Payment
ten percent (10%) of the entire Contract Price, exclusive of all
Recurrent Costs, shall be paid against receipt of a claim
accompanied by the Advance Payment Security specified in
GCC Clause 13.2.
(b) Information Technologies, Materials, and other Goods, with the
exception of Custom Software and Custom Materials:
sixty percent (60%) of the total or pro-rata Contract Price for this
category against Delivery
ten percent (10%) of the same price against Installation
ten percent (10%) of the same price against Operational
Acceptance.
(c) Custom Software and Custom Materials:
sixty percent (60%) of the total or pro-rata Contract Price for this
category against Installation
twenty percent (20%) of the same price against Operational
Acceptance.
(d) Services other than Training:
eighty percent (80%) of the pro-rata Contract Price for services
performed will be paid monthly in arrears, on submission and
Purchaser’s approval of invoices:
(e) Training
Section VIII – General Conditions of Contract

thirty percent (30%) of the total Contract Price for training

services at the start of the full training program
fifty percent (50%) of the pro-rata Contract Price for training
services performed will be paid monthly in arrears, on
submission and approval of appropriate invoices.
(f) Complete System Integration
ten percent (10%) of the entire Contract Price, exclusive of all
Recurrent Costs, as final payment against Operational
Acceptance of the System as an integrated whole.
(g) Recurrent Costs
one hundred percent (100%) of the price of the services actually
delivered will be paid quarterly in arrears, on submission and
Purchaser’s approval of invoices.

GCC 12.3 The Purchaser shall pay to the Supplier interest on the delayed payments
after 45 days at a rate of: SFOR +0.5% per annum.

GCC 12.4 The Supplier will invoice the Purchaser in the currency used in the
Contract Agreement and the Price Schedules it refers to, for Goods and
Services supplied locally, and the conversion between this currency and
Malawi Kwacha for payment purposes - in case the two currencies are
different - will be made as of the actual payment date using the
exchange rate found in Reserve Bank of Malawi

8. Securities ( GCC Clause 13)

GCC 13.3.1 The Performance Security shall be denominated in United Stated

Dollars or freely convertible currency for an amount equal to 10% of
the Contract Price, excluding any Recurrent Costs.
GCC 13.3.4 During the Warranty Period (i.e., after Operational Acceptance of the
System), the Performance Security shall be reduced to 3% of the
Contract Price, excluding any Recurrent Costs.
Section VIII – General Conditions of Contract

D. INTELLECTUAL PROPERTY

9. Copyright ( GCC Clause 15)

GCC 15.3 There are no Special Conditions of Contract applicable to GCC Clause
15.3
After Final Acceptance, the Purchase will voluntarily transfer its all
contractual rights to the Ministry of Agriculture.
GCC 15.4 There are no Special Conditions of Contract applicable to GCC Clause 15.4
The Purchaser shall have unrestricted and perpetual use,
duplication and transfer rights over the custom elements and
configuration of the application software and over custom software
that may be developed under this contract.

The Purchaser’s and Supplier’s rights and obligations with respect to

Custom Materials or elements of the Custom Materials are as follows
The Purchaser shall have unrestricted and perpetual use,
duplication and transfer rights over the custom materials that may
be developed under this contract.

GCC 15.5 There are no Special Conditions of Contract applicable to GCC Clause
15.5
No software escrow contract is required for the execution of the Contract

10. Software License Agreements ( GCC Clause 16)

GCC There are no Special Conditions of Contract applicable to GCC
16.1 (a) (iv) Clause 16.1 (a) (iv)
The Standard Software license shall be valid throughout the territory
of the Purchaser’s Country
GCC 16.1 (b) There are no Special Conditions of Contract applicable to GCC Clause
(vi) 16.1 (b) (vi)
GCC 16.1 (b) There are no Special Conditions of Contract applicable to GCC Clause
(vii) 16.1 (b) (vii)
GCC 16.2 There are no Special Conditions of Contract applicable to GCC Clause
16.2
Section VIII – General Conditions of Contract

11. Confidential Information ( GCC Clause 17)

GCC 17.1 There are no Special Conditions of Contract applicable to GCC
Clause 17.1

E. SUPPLY, INSTALLATION, TESTING, COMMISSIONING, AND

ACCEPTANCE OF THE SYSTEM

12. Representatives ( GCC Clause 18)

GCC 18.1 There are no Special Conditions of Contract applicable to GCC Clause
18.1
No additional powers and/or limitations.

GCC 18.2.2 There are no Special Conditions of Contract applicable to GCC Clause
18.2.2
No additional powers and/or limitations.

13. Project Plan ( GCC Clause 19)

GCC 19.1 Chapters in the Project Plan shall address the following subject:
(a) Project Organization and Management Sub-Plan, including
management authorities, responsibilities, and contacts, as well
as task, time and resource-bound schedules (in GANTT
format);
(b) Implementation Sub-Plan;
(c) Training Sub-Plan;
(d) Testing and Quality Assurance Sub-Plan;
(e) Warranty Defect Repair and Technical Support Service Sub-
Plan
(f) Pre-commissioning and User Acceptance Testing plan
(g) Operational and Final Acceptance Testing Plan
(h) Risk Management Procedures
(i) Change control procedures
Further details regarding the required contents of each of the above
Section VIII – General Conditions of Contract

chapters are contained in the Technical Requirements.

GCC 19.6 The Supplier shall submit to the Purchaser:
(i) monthly inspection and quality assurance reports
(ii) monthly training participants test results
(iii) monthly log of service calls and problem resolutions

14. Design and Engineering ( GCC Clause 21)

GCC 21.3.1 There are no Special Conditions of Contract applicable to GCC Clause
21.3.1.

15. Product Upgrades ( GCC Clause 23)

GCC 23.4 There are no Special Conditions of Contract applicable to GCC Clause
23.4.
The Supplier shall provide the Purchaser: with all new versions,
releases, and updates to all Standard Software during the Warranty
Period, for free, as specified in the GCC.

16. Inspections and Tests ( GCC Clause 25)

GCC 25 There are no Special Conditions of Contract applicable to GCC Clause
25.
Inspections and tests shall be conducted by the Supplier as defined in
Section VI: Technical requirement of this bid document.

17. Commissioning and Operational Acceptance ( GCC Clause 27)

GCC 27.2.1 There are no Special Conditions of Contract applicable to GCC Clause
27.2.1.
Acceptance tests will follow three levels of testing as follows:
i. Go live Testing: Will take place in accordance with the high level
project plan. The go live date is the date when the all planned
systems components have been installed, implemented, tested and
ported into the production environment but prior to
commencement of live usage by users, and ready to commence
operational acceptance tests and thereafter final acceptance tests.
Section VIII – General Conditions of Contract

ii. Operational Acceptance Testing: This is the period of 90days

after achievement of the go live milestone. In this period, the
Purchaser will prepare and undertake Operational Acceptance
Tests. Successful achievement of all operational acceptance tests
is required prior to the Purchaser issuing an Operational
Acceptance Certificate.
iii. Final Acceptance Testing: This is the period of 90days after
achievement of the operational acceptance. In this period, the
Purchaser will prepare and undertake Final Acceptance Tests.
Successful achievement of all final acceptance tests is required
prior to the Purchaser issuing an Operational Acceptance
Certificate.

F. GUARANTEES AND LIABILITIES

18. Operational Acceptance Time Guarantee ( GCC Clause 28)

GCC 28.2 Liquidated damages shall be assessed at one half of one percent (0.5%)
of the Contract Price per week of delay. The maximum liquidated
damages are ten percent (10%) percent of the Contract Price, or
relevant part of the Contract Price if the liquidated damages apply to a
Subsystem.
GCC 28.3 Liquidated damages shall be assessed only with respect to achieving
Operational Acceptance.

19. Defect Liability ( GCC Clause 29)

GCC 29.1 There are no Special Conditions of Contract applicable to GCC Clause
29.1.
GCC 29.4 There are no Special Conditions of Contract applicable to GCC Clause
29.4.
The Warranty Period (N) shall begin from the date of Final
Acceptance of the System or Subsystem and extend for 24 months.
GCC 29.10 There are no Special Conditions of Contract applicable to GCC Clause
29.10
Severity Level Commencement
of repairs
within
Severity Minor defects or faults that impact within 24 hours
Section VIII – General Conditions of Contract

Level 1 all or individual users of notification or

detection
Severity Faults affecting an individual user within 12 hours
Level 2 of notification or
detection
Severity Faults affecting an individual within 12 hours
Level 3 business function or sub-system; of notification or
or faults affecting all users of the detection
business function or sub-system
or inability to conduct transactions
Severity Critical outage disabling the entire within 6 hours of
Level 4 system; or affects all users of the notification or
system or inability to conduct any detection
transactions

20. Functional Guarantees ( GCC Clause 30)

GCC 30 There are no Special Conditions of Contract applicable to GCC Clause
30.

G. RISK DISTRIBUTION

21. Insurances ( GCC Clause 37)

GCC 37.1 (c) The Supplier shall obtain Third Party Liability Insurance in the amount
of US$50,000 (United States Dollars One Hundred Thousand Only)
or its equivalent in Malawian Kwacha or any freely convertible
currency. The insured Parties shall be the Supplier’s personnel in the
Malawi, where applicable. The Insurance shall cover the period from
Contract Effectiveness until expiration date, in terms of the date of
expiration of contract, in terms of the date of Completion.
GC 37.1 (e) The Supplier shall obtain Worker’s Compensation Insurance in
accordance with the statutory requirements of Malawi. The
Insurance shall cover the period from date of Contract Effectiveness
until expiration date, in terms of the date of Completion.

The Supplier shall obtain Employer’s Liability Insurance in

accordance with the statutory requirements of Malawi. The
Insurance shall cover the period from beginning date, in terms of the
date of Contract Effectiveness until the expiration date, in terms of the
Section VIII – General Conditions of Contract

date of Completion.

H. CHANGE IN CONTRACT ELEMENTS

22. Changes to the System ( GCC Clause 39)

GCC 39.4
Value Engineering
If the value engineering proposal is approved by the Purchaser the
amount to be paid to the Supplier shall be ___% (insert appropriate
percentage. The percentage is normally up to 50%) of the reduction in
the Contract Price.

I. SETTLEMENT OF DISPUTES

23. Settlement of Disputes (GCC Clause 43)

GCC 43.1.4 The Appointing Authority for the Adjudicator is: not applicable.

GCC 43.2.3 If the Supplier is from outside the Purchaser’s Country arbitration
proceedings shall be conducted in accordance with the rules of
arbitration of United Nations Commission on International Trade Law
(UNCITRAL) Arbitration Rules. For the purpose of this Sub clause, the
term “Foreign Supplier” means a Supplier who is not registered in
Malawi and is not a juridical person created under Malawi Law.

If the Supplier is a national of the Purchaser’s Country, any dispute

between the Purchaser and a Supplier arising in connection with the
present Contract shall be referred to arbitration in accordance with the
laws of the Purchaser’s country.
Section X – Contract Forms

SECTION X - CONTRACT FORMS

1. Contract Agreement246
Appendix 1. Supplier’s Representative250
Appendix 2. Adjudicator251
Appendix 3. List of Approved Subcontractors252
Appendix 4. Categories of Software253
Appendix 5. Custom Materials254
Appendix 6. Revised Price Schedules255
Appendix 7. Minutes of Contract Finalization Discussions and Agreed-to Contract
Amendments256
2. Performance and Advance Payment Security Forms257
Performance Security Form (Bank Guarantee)258
2.2 Advance Payment Security260
Bank Guarantee260
3. Installation and Acceptance Certificates262
3.1 Installation Certificate263
3.2 Operational Acceptance Certificate263
4. Change Order Procedures and Forms264
4.1 Request for Change Proposal Form265
4.2 Change Estimate Proposal Form267
4.3 Estimate Acceptance Form269
4.4 Change Proposal Form271
4.5 Change Order Form273
4.6 Application for Change Proposal Form275
Section X – Contract Forms

1. CONTRACT AGREEMENT

THIS CONTRACT AGREEMENT is made

the [ insert: ordinal ] day of [ insert: month ], [ insert: year ].

BETWEEN
(1) [ insert: Name of Purchaser ], a [ insert: description of type of legal entity, for
example, an agency of the Ministry of . . . ] of the Government of [ insert:
country of Purchaser ], or corporation incorporated under the laws of [ insert:
country of Purchaser ] and having its principal place of business at [ insert:
address of Purchaser ] (hereinafter called “the Purchaser”), and
(2) [ insert: name of Supplier], a corporation incorporated under the laws of [ insert:
country of Supplier] and having its principal place of business at [ insert:
address of Supplier ] (hereinafter called “the Supplier”).

WHEREAS the Purchaser desires to engage the Supplier to supply, install, achieve Operational
Acceptance of, and support the following Information System [ insert: brief description of the
Information System ] (“the System”), and the Supplier has agreed to such engagement upon and
subject to the terms and conditions appearing below in this Contract Agreement.

NOW IT IS HEREBY AGREED as follows:

Article 1. 1.1 Contract Documents (Reference GCC Clause 1.1 (a) (ii))

Contract The following documents shall constitute the Contract between

Documents the Purchaser and the Supplier, and each shall be read and
construed as an integral part of the Contract:
(a) This Contract Agreement and the Appendices attached to
the Contract Agreement
(b) Special Conditions of Contract
(c) General Conditions of Contract
(d) Technical Requirements (including Implementation
Schedule)
(e) The Supplier’s bid and original Price Schedules
(f) [ Add here: any other documents ]
1.2 Order of Precedence (Reference GCC Clause 2)
In the event of any ambiguity or conflict between the Contract
Section X – Contract Forms

Documents listed above, the order of precedence shall be the

order in which the Contract Documents are listed in Article 1.1
(Contract Documents) above, provided that Appendix 7 shall
prevail over all provisions of the Contract Agreement and the
other Appendices attached to the Contract Agreement and all the
other Contract Documents listed in Article 1.1 above.
1.3 Definitions (Reference GCC Clause 1)
Capitalized words and phrases used in this Contract Agreement
shall have the same meanings as are ascribed to them in the
General Conditions of Contract.
Article 2. 2.1 Contract Price (Reference GCC Clause 1.1(a)(viii) and GCC
Clause 11)
Contract Price and The Purchaser hereby agrees to pay to the Supplier the Contract
Terms of Payment Price in consideration of the performance by the Supplier of its
obligations under the Contract. The Contract Price shall be the
aggregate of: [ insert: amount of foreign currency A in
words ], [insert: amount in figures ], plus [ insert: amount of
foreign currency B in words ], [insert: amount in figures ],
plus [ insert: amount of foreign currency C in words ], [insert:
amount in figures ], [ insert: amount of local currency in
words ], [ insert: amount in figures ], as specified in the Grand
Summary Price Schedule.
The Contract Price shall be understood to reflect the terms and
conditions used in the specification of prices in the detailed price
schedules, including the terms and conditions of the associated
Incoterms, and the taxes, duties and related levies if and as
identified.
Article 3. 3.1 Effective Date (Reference GCC Clause 1.1 (e) (ix))
The time allowed for supply, installation, and achieving
Effective Date for Operational Acceptance of the System shall be determined from
Determining Time the date when all of the following conditions have been fulfilled:
for Operational
Acceptance (a) This Contract Agreement has been duly executed for and
on behalf of the Purchaser and the Supplier;
(b) The Supplier has submitted to the Purchaser the
performance security and the advance payment security, in
accordance with GCC Clause 13.2 and GCC Clause 13.3;
(c) The Purchaser has paid the Supplier the advance payment,
in accordance with GCC Clause 12;
Each party shall use its best efforts to fulfill the above conditions
for which it is responsible as soon as practicable.
3.2 If the conditions listed under 3.1 are not fulfilled within two (2)
Section X – Contract Forms

months from the date of this Contract Agreement because of

reasons not attributable to the Supplier, the parties shall discuss
and agree on an equitable adjustment to the Contract Price and
the Time for Achieving Operational Acceptance and/or other
relevant conditions of the Contract.
Article 4. 4.1 The Appendixes listed below shall be deemed to form an
integral part of this Contract Agreement.
Appendixes
4.2 Reference in the Contract to any Appendix shall mean the
Appendixes listed below and attached to this Contract
Agreement, and the Contract shall be read and construed
accordingly.

APPENDIXES
Appendix 1. Supplier’s Representative
Appendix 2. Adjudicator [if there is no Adjudicator, state “not applicable”]
Appendix 3. List of Approved Subcontractors
Appendix 4. Categories of Software
Appendix 5. Custom Materials
Appendix 6. Revised Price Schedules (if any)
Appendix 7. Minutes of Contract Finalization Discussions and Agreed-to Contract
Amendments

IN WITNESS WHEREOF the Purchaser and the Supplier have caused this Agreement to be duly
executed by their duly authorized representatives the day and year first above written.

For and on behalf of the Purchaser

Signed:
in the capacity of [ insert: title or other appropriate designation ]

in the presence of

For and on behalf of the Supplier

Signed:
in the capacity of [ insert: title or other appropriate designation ]
Section X – Contract Forms

in the presence of

CONTRACT AGREEMENT
dated the [ insert: number ] day of [ insert: month ], [ insert: year ]
BETWEEN
[ insert: name of Purchaser ], “the Purchaser”
and
[ insert: name of Supplier ], “the Supplier”
Section X – Contract Forms

Appendix 1. Supplier’s Representative

In accordance with GCC Clause 1.1 (b) (iv), the Supplier’s Representative is:

Name: [ insert: name and provide title and address further below, or state “to be
nominated within fourteen (14) days of the Effective Date” ]

Title: [ if appropriate, insert: title ]

In accordance with GCC Clause 4.3, the Supplier's addresses for notices under the Contract are:

Address of the Supplier's Representative: [ as appropriate, insert: personal delivery,

postal, cable, telegraph, telex, facsimile, electronic mail, and/or EDI addresses. ]

Fallback address of the Supplier: [ as appropriate, insert: personal delivery, postal,

cable, telegraph, telex, facsimile, electronic mail, and/or EDI addresses. ]
Section X – Contract Forms

Appendix 2. Adjudicator

In accordance with GCC Clause 1.1 (b) (vi), the agreed-upon Adjudicator is:

Name: [ insert: name ]

Title: [ insert: title ]

Address: [ insert: postal address ]

Telephone: [ insert: telephone ]

In accordance with GCC Clause 6.1.3, the agreed-upon fees and reimbursable expenses are:

Hourly Fees: [ insert: hourly fees ]

Reimbursable Expenses: [ list: reimbursables ]

Pursuant to GCC Clause 6.1.4, if at the time of Contract signing, agreement has not been reached
between the Purchaser and the Supplier, an Adjudicator will be appointed by the Appointing
Authority named in the SCC.
Section X – Contract Forms

Appendix 3. List of Approved Subcontractors

The Purchaser has approved use of the following Subcontractors nominated by the Supplier for
carrying out the item or component of the System indicated. Where more than one
Subcontractor is listed, the Supplier is free to choose between them, but it must notify the
Purchaser of its choice sufficiently in advance of the time when the subcontracted work needs to
commence to give the Purchaser reasonable time for review. In accordance with GCC Clause
20.1, the Supplier is free to submit proposals for Subcontractors for additional items from time to
time. No subcontracts shall be placed with any such Subcontractors for additional items until the
Subcontractors have been approved in writing by the Purchaser and their names have been added
to this list of Approved Subcontractors, subject to GCC Clause 20.3.

[ specify: item, approved Subcontractors, and their place of registration that the Supplier
proposed in the corresponding attachment to its bid and that the Purchaser approves that the
Supplier engage during the performance of the Contract. Add additional pages as necessary. ]

Item Approved Subcontractors Place of Registration

Section X – Contract Forms

Appendix 4. Categories of Software

The following table assigns each item of Software supplied and installed under the Contract to
one of the three categories: (i) System Software, (ii) General-Purpose Software, or
(iii) Application Software; and to one of the two categories: (i) Standard Software or (ii) Custom
Software.

(select one per item) (select one per item)

General-
System Purpose Application Standard Custom
Software Item Software Software Software Software Software
Section X – Contract Forms

Appendix 5. Custom Materials

The follow table specifies the Custom Materials the Supplier will provide under the Contract.

Custom Materials
Section X – Contract Forms

Appendix 6. Revised Price Schedules

The attached Revised Price Schedules (if any) shall form part of this Contract Agreement and,
where differences exist, shall supersede the Price Schedules contained in the Supplier’s Bid.
These Revised Price Schedules reflect any corrections or adjustments to the Supplier’s bid price,
pursuant to the ITB Clauses 30.3 and 38.2.
Section X – Contract Forms

Appendix 7. Minutes of Contract Finalization Discussions and

Agreed-to Contract Amendments

The attached Contract amendments (if any) shall form part of this Contract Agreement and,
where differences exist, shall supersede the relevant clauses in the GCC, SCC, Technical
Requirements, or other parts of this Contract as defined in GCC Clause 1.1 (a) (ii).
Section X – Contract Forms

2. PERFORMANCE AND ADVANCE PAYMENT SECURITY FORMS

Section X – Contract Forms

Performance Security Form (Bank Guarantee)

(Bank Guarantee)

[The bank, as requested by the successful Bidder, shall fill in this form in accordance with the
instructions indicated]

[Guarantor letterhead or SWIFT identifier code]

________________________________
[insert: Bank’s Name, and Address of Issuing Branch or Office]

Beneficiary: [insert: Name and Address of Purchaser]

Date: [insert: date]

PERFORMANCE GUARANTEE No.: [insert: Performance Guarantee Number]

Guarantor: [Insert name and address of place of issue, unless indicated in the letterhead

We have been informed that on [insert: date of award] you awarded Contract No. [insert:
Contract number] for [insert: title and/or brief description of the Contract] (hereinafter called
"the Contract") to [insert: complete name of Supplier which in the case of a joint venture shall
be in the name of the joint venture] (hereinafter called "the Applicant"). Furthermore, we
understand that, according to the conditions of the Contract, a performance guarantee is required.
At the request of the Applicant , we as Guarantor hereby irrevocably undertake to pay you any
sum(s) not exceeding [insert: amount(s)1 in figures and words] such sum being payable in the
types and proportions of currencies which the Contract Price is payable upon receipt by us of the
Beneficiary’s statement, whether in the demand itself or in a separate signed document
accompanying or identifying the demand, stating that the Applicant is in breach of its
obligation(s) under the contract without the Beneficiary needing to prove or to show grounds or
reasons for their demand or the sum specified therein.
On the date of your issuing, to the Supplier, the Operational Acceptance Certificate for the
System, the value of this guarantee will be reduced to any sum(s) not exceeding [insert:
amount(s)1 in figures and words]. This remaining guarantee shall expire no later than [insert:
number and select: of months/of years (of the Warranty Period that needs to be covered by the
remaining guarantee)] from the date of the Operational Acceptance Certificate for the System, 2
and any demand for payment under it must be received by us at this office on or before that date.

1
The bank shall insert the amount(s) specified and denominated in the SCC for GC Clauses 13.3.1 and 13.3.4
respectively, either in the currency(ies) of the Contract or a freely convertible currency acceptable to the
Purchaser.
2
In this sample form, the formulation of this paragraph reflects the usual SCC provisions for GC Clause 13.3.
Section X – Contract Forms

This guarantee is subject to the Uniform Rules for Demand Guarantees, (URDG) 2010 Revision,
ICC Publication No. 758, except that the supporting statement under 15 (a) is hereby excluded.
_______________________
[Signature(s)]

Note: All italicized text (including footnotes) is for use in preparing this form and shall be de-
leted from the final product.

However, if the SCC for GC Clauses 13.3.1 and 13.3.4 varies from the usual provisions, the paragraph, and
possibly the previous paragraph, need to be adjusted to precisely reflect the provisions specified in the SCC.
Section X – Contract Forms

2.2 Advance Payment Security

Bank Guarantee
________________________________

[Guarantor letterhead or SWIFT identifier code]

Beneficiary: [insert: Name and Address of Purchaser]

Date: [insert date of issue]

ADVANCE PAYMENT GUARANTEE No.: [insert: Advance Payment Guarantee Number]

Guarantor: [Insert name and address of place of issue, unless indicated in the letterhead]

We have been informed that on [insert: date of award] you awarded Contract No. [insert:
Contract number] for [insert: title and/or brief description of the Contract] (hereinafter called
"the Contract") to [insert: complete name of Supplier, which in the case of a joint venture shall
be the name of the joint venture] (hereinafter called "the Applicant").
Furthermore, we understand that, according to the conditions of the Contract, an advance
payment in the sum of [insert: amount in numbers and words, for each currency of the
advance payment] is to be made to the Supplier against an advance payment guarantee.

At the request of the Applicant, we as Guarantor, hereby irrevocably undertake to pay the Bene-
ficiary any sum or sums not exceeding in total an amount of [insert amount in figures]
( ) [insert amount in words] 1 upon receipt by us of the Beneficiary’s complying de-
mand supported by the Beneficiary’s statement, whether in the demand itself or in a separate
signed document accompanying or identifying the demand, stating either that the Applicant:

(a) has used the advance payment for purposes other than toward delivery of Goods; or
(b) has failed to repay the advance payment in accordance with the Contract conditions,
specifying the amount which the Applicant has failed to repay.

1 1
The Guarantor shall insert an amount representing the amount of the advance payment and
denominated either in the currency(ies) of the advance payment as specified in the Contract, or in a
freely convertible currency acceptable to the Purchaser.
Section X – Contract Forms

A demand under this guarantee may be presented as from the presentation to the Guarantor of a
certificate from the Beneficiary’s bank stating that the advance payment referred to above has
been credited to the Applicant on its account number [insert number] at [insert name and ad-
dress of Applicant’s bank].

The maximum amount of this guarantee shall be progressively reduced by the amount of the ad-
vance payment repaid by the Applicant as specified in copies of interim statements or payment
certificates which shall be presented to us. This guarantee shall expire, at the latest, upon our re-
ceipt of a copy of the interim payment certificate indicating that ninety (90) percent of the Ac-
cepted Contract Amount, has been certified for payment, or on the [insert day] day of [insert
month], 2 [insert year], whichever is earlier. Consequently, any demand for payment under this
guarantee must be received by us at this office on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010 Revision,
ICC Publication No.758, except that the supporting statement under Article 15(a) is hereby ex-
cluded.

____________________
[signature(s)]

Note: All italicized text (including footnotes) is for use in preparing this form and shall be de-
leted from the final product.
Section X – Contract Forms

3. INSTALLATION AND ACCEPTANCE CERTIFICATES

3. Installation and Acceptance Certificates
Section X – Contract Forms

3.1 Installation Certificate

Date: [ insert: date ]
Loan/Credit Number: [ insert: loan or credit number from RFB ]
RFB: [ insert: title and number of RFB ]
Contract: [ insert: name and number of Contract ]

To: [ insert: name and address of Supplier ]

Dear Sir or Madam:
Pursuant to GCC Clause 26 (Installation of the System) of the Contract entered into
between yourselves and the [ insert: name of Purchaser ] (hereinafter the “Purchaser”) dated
[ insert: date of Contract ], relating to the [ insert: brief description of the Information
System ], we hereby notify you that the System (or a Subsystem or major component thereof)
was deemed to have been correctly installed on the date specified below.
1. Description of the System (or relevant Subsystem or major component: [ insert:
description ]
2. Date of Installation: [ insert: date ]
Notwithstanding the above, you are required to complete the outstanding items listed in
the attachment to this certificate as soon as practicable. This letter shall not relieve you of your
obligation to achieve Operational Acceptance of the System in accordance with the Contract nor
of your obligations during the Warranty Period.

For and on behalf of the Purchaser

Signed:
Date:
in the capacity of: [ state: “Project Manager” or state the title of a higher level authority in
the Purchaser’s organization ]

3.2 Operational Acceptance Certificate

Section X – Contract Forms

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from RFB ]
RFB: [ insert: title and number of RFB ]
Contract: [ insert: name of System or Subsystem and number of
Contract ]

To: [ insert: name and address of Supplier ]

Dear Sir or Madam:

Pursuant to GCC Clause 27 (Commissioning and Operational Acceptance) of the

Contract entered into between yourselves and the [ insert: name of Purchaser ] (hereinafter the
“Purchaser”) dated [ insert: date of Contract ], relating to the [ insert: brief description of the
Information System ], we hereby notify you the System (or the Subsystem or major component
identified below) successfully completed the Operational Acceptance Tests specified in the
Contract. In accordance with the terms of the Contract, the Purchaser hereby takes over the
System (or the Subsystem or major component identified below), together with the responsibility
for care and custody and the risk of loss thereof on the date mentioned below.
1. Description of the System (or Subsystem or major component): [ insert: description ]
2. Date of Operational Acceptance: [ insert: date ]
This letter shall not relieve you of your remaining performance obligations under the
Contract nor of your obligations during the Warranty Period.

For and on behalf of the Purchaser

Signed:
Date:
in the capacity of: [ state: “Project Manager” or higher level authority in the Purchaser’s
organization ]

4. CHANGE ORDER PROCEDURES AND FORMS

Section X – Contract Forms

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from RFB ]
RFB: [ insert: title and number of RFB ]
Contract: [ insert: name or System or Subsystem and number of
Contract ]
General
This section provides samples of procedures and forms for carrying out changes to the
System during the performance of the Contract in accordance with GCC Clause 39
(Changes to the System) of the Contract.
Change Order Log
The Supplier shall keep an up-to-date Change Order Log to show the current status of
Requests for Change and Change Orders authorized or pending. Changes shall be entered
regularly in the Change Order Log to ensure that the log is kept up-to-date. The Supplier
shall attach a copy of the current Change Order Log in the monthly progress report to be
submitted to the Purchaser.
References to Changes
(1) Request for Change Proposals (including Application for Change Proposals) shall be
serially numbered CR-nnn.
(2) Change Estimate Proposals shall be numbered CN-nnn.
(3) Estimate Acceptances shall be numbered CA-nnn.
(4) Change Proposals shall be numbered CP-nnn.
(5) Change Orders shall be numbered CO-nnn.
On all forms, the numbering shall be determined by the original CR-nnn.
Annexes
4.1 Request for Change Proposal Form
4.2 Change Estimate Proposal Form
4.3 Estimate Acceptance Form
4.4 Change Proposal Form
4.5 Change Order Form
4.6 Application for Change Proposal Form
4.1 Request for Change Proposal Form
Section X – Contract Forms

(Purchaser’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from RFB ]
RFB: [ insert: title and number of RFB ]
Contract: [ insert: name of System or Subsystem or number of
Contract ]

To: [ insert: name of Supplier and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

With reference to the above-referenced Contract, you are requested to prepare and submit
a Change Proposal for the Change noted below in accordance with the following instructions
within [ insert: number ] days of the date of this letter.

1. Title of Change: [ insert: title ]

2. Request for Change No./Rev.: [ insert: number ]

3. Originator of Change: [ select Purchaser / Supplier (by Application for Change

Proposal), and add: name of originator ]

4. Brief Description of Change: [ insert: description ]

5. System (or Subsystem or major component affected by requested Change): [ insert:

description ]

6. Technical documents and/or drawings for the request of Change:

Document or Drawing No. Description

Section X – Contract Forms

7. Detailed conditions or special requirements of the requested Change: [ insert:

description ]

8. Procedures to be followed:
(a) Your Change Proposal will have to show what effect the requested Change will have
on the Contract Price.
(b) Your Change Proposal shall explain the time it will take to complete the requested
Change and the impact, if any, it will have on the date when Operational Acceptance
of the entire System agreed in the Contract.
(c) If you believe implementation of the requested Change will have a negative impact
on the quality, operability, or integrity of the System, please provide a detailed
explanation, including other approaches that might achieve the same impact as the
requested Change.
(d) You should also indicate what impact the Change will have on the number and mix of
staff needed by the Supplier to perform the Contract.
(e) You shall not proceed with the execution of work related to the requested Change
until we have accepted and confirmed the impact it will have on the Contract Price
and the Implementation Schedule in writing.
9. As next step, please respond using the Change Estimate Proposal form, indicating how
much it will cost you to prepare a concrete Change Proposal that will describe the proposed
approach for implementing the Change, all its elements, and will also address the points in
paragraph 8 above pursuant to GCC Clause 39.2.1. Your Change Estimate Proposal should
contain a first approximation of the proposed approach, and implications for schedule and
cost, of the Change.

For and on behalf of the Purchaser

Signed:
Date:
in the capacity of: [ state: “Project Manager” or higher level authority in the Purchaser’s
organization ]
4.2 Change Estimate Proposal Form
Section X – Contract Forms

(Supplier’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from RFB ]
RFB: [ insert: title and number of RFB ]
Contract: [ insert: name of System or Subsystem and number of
Contract ]

To: [ insert: name of Purchaser and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

With reference to your Request for Change Proposal, we are pleased to notify you of the
approximate cost of preparing the below-referenced Change in accordance with GCC Clause
39.2.1 of the Contract. We acknowledge that your agreement to the cost of preparing the Change
Proposal, in accordance with GCC Clause 39.2.2, is required before we proceed to prepare the
actual Change Proposal including a detailed estimate of the cost of implementing the Change
itself.

1. Title of Change: [ insert: title ]

2. Request for Change No./Rev.: [ insert: number ]

3. Brief Description of Change (including proposed implementation approach): [ insert:

description ]

4. Schedule Impact of Change (initial estimate): [ insert: description ]

5. Initial Cost Estimate for Implementing the Change: [insert: initial cost estimate]

6. Cost for Preparation of Change Proposal: [ insert: cost in the currencies of the
Contract ], as detailed below in the breakdown of prices, rates, and quantities.
Section X – Contract Forms

For and on behalf of the Supplier

Signed:
Date:
in the capacity of: [ state: “Supplier’s Representative” or other higher level authority in the
Supplier’s organization ]

4.3 Estimate Acceptance Form

Section X – Contract Forms

(Purchaser’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from RFB ]
RFB: [ insert: title and number of RFB ]
Contract: [ insert: name of System or Subsystem and number of
Contract ]

To: [ insert: name of Supplier and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

We hereby accept your Change Estimate and agree that you should proceed with the
preparation of a formal Change Proposal.

1. Title of Change: [ insert: title ]

2. Request for Change No./Rev.: [ insert: request number / revision ]

3. Change Estimate Proposal No./Rev.: [ insert: proposal number / revision ]

4. Estimate Acceptance No./Rev.: [ insert: estimate number / revision ]

5. Brief Description of Change: [ insert: description ]

6. Other Terms and Conditions:

In the event that we decide not to order the Change referenced above, you shall be entitled
to compensation for the cost of preparing the Change Proposal up to the amount estimated
for this purpose in the Change Estimate Proposal, in accordance with GCC Clause 39 of the
General Conditions of Contract.
Section X – Contract Forms

For and on behalf of the Purchaser

Signed:
Date:
in the capacity of: [ state: “Project Manager” or higher level authority in the Purchaser’s
organization ]

4.4 Change Proposal Form

Section X – Contract Forms

(Supplier’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from RFB ]
RFB: [ insert: title and number of RFB ]
Contract: [ insert: name of System or Subsystem and number of
Contract ]

To: [ insert: name of Purchaser and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

In response to your Request for Change Proposal No. [ insert: number ], we hereby
submit our proposal as follows:

1. Title of Change: [ insert: name ]

2. Change Proposal No./Rev.: [ insert: proposal number/revision ]

3. Originator of Change: [ select: Purchaser / Supplier; and add: name]

4. Brief Description of Change: [ insert: description ]

5. Reasons for Change: [ insert: reason ]

6. The System Subsystem, major component, or equipment that will be affected by the
requested Change: [ insert: description ]

7. Technical documents and/or drawings for the requested Change:

Document or Drawing No. Description
Section X – Contract Forms

8. Estimate of the increase/decrease to the Contract Price resulting from the proposed Change:
[ insert: amount in currencies of Contract ], as detailed below in the breakdown of prices,
rates, and quantities.
Total lump sum cost of the Change:
Cost to prepare this Change Proposal (i.e., the amount payable if the Change is not
accepted, limited as provided by GCC Clause 39.2.6):

9. Additional Time for Achieving Operational Acceptance required due to the Change:
[ insert: amount in days / weeks ]

10. Effect on the Functional Guarantees: [ insert: description ]

11. Effect on the other terms and conditions of the Contract: [ insert: description ]

12. Validity of this Proposal: for a period of [ insert: number ] days after receipt of this
Proposal by the Purchaser

13. Procedures to be followed:

(a) You are requested to notify us of your acceptance, comments, or rejection of this
detailed Change Proposal within [ insert: number ] days from your receipt of this
Proposal.
(b) The amount of any increase and/or decrease shall be taken into account in the
adjustment of the Contract Price.

For and on behalf of the Supplier

Signed:
Date:
in the capacity of: [ state: “Supplier’s Representative” or other higher level authority in the
Supplier’s organization ]
4.5 Change Order Form
Section X – Contract Forms

(Purchaser’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from RFB ]
RFB: [ insert: title and number of RFB ]
Contract: [ insert: name of System or Subsystem and number of
Contract ]

To: [ insert: name of Supplier and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

We hereby approve the Change Order for the work specified in Change Proposal No.
[ insert: number ], and agree to adjust the Contract Price, Time for Completion, and/or other
conditions of the Contract in accordance with GCC Clause 39 of the Contract.

1. Title of Change: [ insert: name ]

2. Request for Change No./Rev.: [ insert: request number / revision ]

3. Change Order No./Rev.: [ insert: order number / revision ]

4. Originator of Change: [ select: Purchaser / Supplier; and add: name ]

5. Authorized Price for the Change:

Ref. No.: [ insert: number ] Date: [ insert: date ]

[ insert: amount in foreign currency A ] plus [ insert: amount in foreign currency B ]

plus [ insert: amount in foreign currency C ] plus [ insert: amount in local currency ]

6. Adjustment of Time for Achieving Operational Acceptance: [ insert: amount and

description of adjustment ]
Section X – Contract Forms

7. Other effects, if any: [ state: “none” or insert description ]

For and on behalf of the Purchaser

Signed:
Date:
in the capacity of: [ state: “Project Manager” or higher level authority in the Purchaser’s
organization ]

For and on behalf of the Supplier

Signed:
Date:
in the capacity of: [ state “Supplier’s Representative” or higher level authority in the
Supplier’s organization ]

4.6 Application for Change Proposal Form

Section X – Contract Forms

(Supplier’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from RFB ]
RFB: [ insert: title and number of RFB ]
Contract: [ insert: name of System or Subsystem and number of
Contract ]

To: [ insert: name of Purchaser and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

We hereby propose that the below-mentioned work be treated as a Change to the System.

1. Title of Change: [ insert: name ]

2. Application for Change Proposal No./Rev.: [ insert: number / revision] dated: [ insert:
date ]

3. Brief Description of Change: [ insert: description ]

4. Reasons for Change: [ insert: description ]

5. Order of Magnitude Estimation: [ insert: amount in currencies of the Contract ]

6. Schedule Impact of Change: [ insert: description ]

7. Effect on Functional Guarantees, if any: [ insert: description ]

8. Appendix: [ insert: titles (if any); otherwise state “none” ]

Section X – Contract Forms

For and on behalf of the Supplier

Signed:
Date:
in the capacity of: [ state: “Supplier’s Representative” or higher level authority in the
Supplier’s organization ]