Professional Documents
Culture Documents
MGMT Svcs 12 07
MGMT Svcs 12 07
Procurement of
Management
Services
December 2007
ii
Foreword
This Sample Bidding Document for Procurement of Management Services (SBDMS) has been
prepared by the World Bank to be used on a voluntary, trial basis, for the procurement of
management services through International Competitive Bidding (ICB) in projects that are
financed in whole or in part by the World Bank. It is consistent with the May 2004 [edition of
the] Guidelines for Procurement under IBRD Loans and IDA Credits, revised October 2006.
The World Bank has also issued a separate Technical Note - Sample Prequalification and
Bidding Documents for Procurement of Management Services to provide guidance on how to
use the two sample documents mentioned above.
Summary Description
This section contains the criteria to determine the Successful Bid and to
ascertain the continued qualification of the Bidder to perform the contract.
Section IV: Bidding Forms
This section contains the forms which are to be completed by the Bidder and
submitted as part of its Bid.
Section V. Eligible Countries
This section contains information regarding eligible countries.
for
Procurement of
[insert identification of the
Management Services]
_______________________________
_______________________________
Table of Contents
Table of Clauses
A. General.................................................................................................................................7
1. Scope of Bid.......................................................................................................7
2. Source of Funds.................................................................................................7
3. Corrupt Practices................................................................................................8
4. Eligible Bidders................................................................................................10
C. Preparation of Bids..........................................................................................................15
9. Cost of Bidding................................................................................................15
10. Language of Bid...............................................................................................15
11. Documents Comprising the Bid.......................................................................15
12. Documents Comprising the Methodology and Approach................................16
13. Documents Comprising the Financial Proposal................................................16
14. Letter of Bid.....................................................................................................16
15. Power of Attorney............................................................................................16
16. Bid Security......................................................................................................17
17. Documents Establishing the Qualifications of the Bidder................................18
18. Currencies of Bid and Payment........................................................................18
19. Period of Validity of Bids.................................................................................19
20. Format and Signing of Bid...............................................................................19
F. Award of Contract.............................................................................................................29
38. Award Criteria..................................................................................................29
39. Notification of Award.......................................................................................29
40. Signing of Contract..........................................................................................30
41. Performance Security.......................................................................................30
Part 1 Option A - Section I. Instructions to Bidders 7
3. Corrupt Practices 3.1 It is the Bank’s policy to require that Borrowers (including
beneficiaries of Bank loans), as well as bidders, suppliers,
and contractors and their subcontractors under Bank-
financed contracts, observe the highest standard of ethics
during the procurement and execution of such contracts. 1 In
pursuance of this policy, the Bank:
(a) defines, for the purposes of this provision, the terms set
forth below as follows:
(i) “corrupt practice”2 is the offering, giving, receiving
or soliciting, directly or indirectly, of anything of
value to influence improperly the actions of another
party;
(ii) “fraudulent practice”3 is any act or omission,
including a misrepresentation, that knowingly or
recklessly misleads, or attempts to mislead, a party
to obtain a financial or other benefit or to avoid an
obligation;
(iii)“collusive practice”4 is an arrangement between two
or more parties designed to achieve an improper
purpose, including to influence improperly the
actions of another party;
(iv)“coercive practice”5 is impairing or harming, or
threatening to impair or harm, directly or indirectly,
any party or the property of the party to influence
improperly the actions of a party;
(v) “obstructive practice” is
(i) deliberately destroying, falsifying, altering or
concealing of evidence material to the
investigation or making false statements to
investigators in order to materially impede a
Bank investigation into allegations of a corrupt,
fraudulent, coercive or collusive practice; and/or
threatening, harassing or intimidating any party
1
In this context, any action taken by a bidder, supplier, contractor, or a sub-contractor to influence the procurement process
or contract execution for undue advantage is improper.
2
“Another party” refers to a public official acting in relation to the procurement process or contract execution]. In this
context, “public official” includes World Bank staff and employees of other organizations taking or reviewing procurement
decisions.
3
A “party” refers to a public official; the terms “benefit” and “obligation” relate to the procurement process or contract
execution; and the “act or omission” is intended to influence the procurement process or contract execution.
4
“Parties” refers to participants in the procurement process (including public officials) attempting to establish bid prices
at artificial, non competitive levels.
5
A “party” refers to a participant in the procurement process or contract execution.
Part 1 Option A - Section I. Instructions to Bidders 9
6
For purposes of this provision, the relevant World Bank Group Anti-Corruption policies are set forth in the
Guidelines On Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA
Credits and Grants, and in the Anti-Corruption Guidelines for IFC, MIGA, and World Bank Guarantee Transactions.
12 Part 1 Option A - Section I. Instructions to Bidders
Bidding Document include all the Sections indicated below, and should be read
in conjunction with any addenda issued in accordance with
ITB 8.
PART 1 Bidding Procedures
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 Employer 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 Employer, 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 for the Bid,
in which case, for purposes of interpretation of the Bid, such
translation shall govern.
11. Documents 11.1 The Bid shall comprise the following documents:
Comprising the
Bid (a) A Technical Proposal, with the following parts;
(i) Part I – Letter of Bid, in accordance with ITB
Part 1 Option A - Section I. Instructions to Bidders 15
14.1;
(ii) Part II – The Bid Security, in accordance with
ITB 16;
(iii) Part III – Written confirmation authorizing the
signatory of the Bid to commit the Bidder, in
accordance with ITB 20.3;
(iv) Part IV – In the case of a bid submitted by a JV,
JV agreement, or letter of intent to enter into a
JV including a draft agreement, indicating at least
the parts of the services to be performed by the
respective partners;
(v) Part V – Methodology and Approach in
accordance with ITB 12.1;
(vi) Part VI – documents establishing the
qualifications of the bidder in accordance with
ITB 17.1;
(vii) Part VII – any other documents required by the
BDS.
(b) The Financial Proposal in accordance with ITB 13.
12. Documents 12.1 The Methodology and Approach shall consist of the following
Comprising the sub-parts:
Methodology and
Approach (a) A detailed work plan (hereinafter referred to as the
Work Plan) using the corresponding form included in
Section IV, Bidding Forms, and setting out the manner
in which the Bidder proposes to carry out the services
as defined in the Contract and to meet any
performance targets specified in the Contract.
(b) A detailed staffing plan (hereinafter referred to as the
Staffing Plan) setting out the Bidder’s proposed
staffing arrangements as they relate to the requirements
in the Contractor’s Personnel Schedule (Schedule B),
included in Section VI, Schedule of Services
Requirements.
(c) Any other information as stipulated in Section IV,
Bidding Forms.
13. Documents 13.1 The Financial Proposal shall consist of a completed and
Comprising the properly executed Bid Price Form. The Bid Price Form is
Financial Proposal included in Section IV of this Bidding Document. Bidders
shall complete the Bid Price Form in full and shall not amend
16 Part 1 Option A - Section I. Instructions to Bidders
37. Employer’s Right 37.1 The Employer reserves the right to accept or reject any bid,
to Accept Any Bid, and to annul the bidding process and reject all Bids at any
and to Reject Any time prior to contract award, without thereby incurring any
or All Bids liability to Bidders. In case of annulment, all Bids submitted
and specifically, bid securities, shall be promptly returned to
the Bidders.
F. Award of Contract
38. Award Criteria 38.1 The Employer shall award the Contract to the Successful
Bidder as determined under ITB 34.3, provided further that
the Bidder is determined to be qualified to perform the
Contract satisfactorily.
39. Notification of 39.1 Prior to the expiration of the period of bid validity, the
Award Employer shall notify the successful Bidder, in writing, that
its bid has been accepted. The notification letter (hereinafter
and in the Conditions of Contract and Contract Forms called
the “Letter of Acceptance”) shall specify the sum that the
Employer will pay the Contractor in consideration of the
execution and completion of the Services (hereinafter and in
the Conditions of Contract and Contract Forms called “the
Contract Price”) and the requirement for the Contractor to
remedy any defects therein as prescribed by the Contract. At
the same time, the Employer shall also notify all other
Bidders of the results of the bidding and shall publish in
UNDB online and in the dgMarket the results identifying the
bid and the following information: (i) name of each Bidder who
submitted a Bid; (ii) bid prices as read out at Bid Opening; (iii)
name and evaluated prices of each Bid that was evaluated; (iv)
name of bidders whose Bids were rejected and the reasons for
their rejection; and (v) name of the winning Bidder, and the
Price it offered, as well as the duration and summary scope of
the contract awarded.
39.2 Until a formal contract is prepared and executed, the
notification of award shall constitute a binding Contract.
39.3 The Employer shall promptly respond in writing to any
unsuccessful Bidder who, after notification of award in
accordance with ITB 39.1, requests in writing the grounds
on which its Bid was not selected.
40. Signing of 40.1 Promptly after notification, the Employer shall send the
Contract successful Bidder the Contract Agreement.
40.2 The Successful Bidder shall sign, date, and return the
Contract Agreement to the Employer within the timeframe
specified in the BDS.
Part 1 Option A - Section I. Instructions to Bidders 29
applicable”]
C. Preparation of Bids
ITB 10.1 The language of the bid is:
ITB 11.1(vii) Other documents required as part of the Bid Documents [list them and
provide reference to the relevant forms in Section IV]:
ITB 16.1 A [insert “bid security” or “Bid Securing Declaration”] shall be furnished.
If a bid security shall be furnished, the amount and currency of the bid
security shall be .
ITB 16.3(d) Other type of acceptable securities: [insert name or description of type of
acceptable security]
ITB 16.9 A bid security [insert “is” or “is not”] required.
[Select one of the two options below as appropriate]
If the Bidder incurs in any of the actions prescribed in subparagraphs (a) or
(b) of this provision, the Employer will declare the Bidder ineligible to be
awarded contracts by the Employer for a period of _______[insert number]
years.
Or
Not Applicable.
ITB 18.1 (a) The currency of the Employer’s country is: ______________________
ITB 19.1 The bid validity period shall be ____________________________[insert
number] days.
ITB 20.1 In addition to the original of the Technical and Financial Proposals, the
number of copies of the Technical Proposal is: ____ and the number of
copies of the Financial Proposal is: ______
ITB 20.3 The written confirmation of authorization to sign on behalf of the Bidder
shall consist of:
D. Submission and Opening of Bids
ITB 22.1 The date and time for submission of bids are:
Date: ______________________________
Time: _____________________________
For bid submission purposes only, the Employer’s address is :
Attention:
Street Address:
Floor/Room number:
City:
ZIP Code:
Part 1 Option A - Section II. Bid Data Sheet 33
Country:
Bidders [insert “shall” or “shall not”] have the option of submitting their
Bids electronically.
ITB 33.1 (c) The Employer will apply the following additional steps to the evaluation
methodology [insert additional steps, if applicable; otherwise, “not
applicable”]._
ITB 34.2 (b) The Employer will apply the following additional steps to the evaluation
methodology[Insert, for example: “The Employer shall calculate the cost
of the Financial Proposal in net present value by applying an annual
discount factor of 8 percent;” otherwise, “not applicable”]
34 Part 1 Option A - Section II. Bid Data Sheet
ITB 34.3 (b) In the case of QCBS evaluation, the formula for determining the financial
scores is the following:
[Insert the following formulae:
Or
The source of exchange rate shall be: [insert name of Central Bank]
E. Award of Contract
ITB 40.2 The Successful Bidder shall sign, date, and return the Contract Agreement
to the Employer within [insert number of days] days.
ITB 40.3 The Successful Bidder [insert “shall” or “shall not”] incorporate in the
Employer’s Country.
[When “shall” is selected above, the following shall be added:]
Additional requirement that a Successful Bidder shall meet when required to
incorporate locally as a “special vehicle” company or joint venture: [select
one of the following options as applicable:
The Successful Bidder’s parent company shall co-sign the Contract
Agreement.
Or
The Successful Bidder shall furnish, along with the signed Contract
Agreement and within the timeframe specified pursuant to ITB 40.2, an
additional Parent Company Guarantee acceptable to the Employer, in an
amount equivalent to a period of _______ [insert number of months; 6
months is recommended] months of expenses of the Management Contract.
Part 1 Option A - Section III. Evaluation and Qualification Criteria 35
The Employer will evaluate the Technical Proposals using the following criteria
Staffing Plan
[Percentage for, Staffing Plan [Criteria for evaluating Submission Requirement:
or must meet Staffing Plan. See Technical TECH Form
each criterion Note for Examples]
with separate
row for each
criterion]
The Employer will verify that the Bidder continues to meet the criteria used for prequalification. The Bidder shall provide updated
information in the relevant forms included in the Prequalification Document.
Part 1 Option A - Section IV. Bidding Forms 37
Table of Forms
Date:
Request for Proposals No.:
To: [Name and address of Employer]
We, the undersigned, offer to provide the Management Services for [Insert title of
assignment] in accordance with your Request for Proposal dated [Insert Date], including
Addendum Nos. [insert numbers] , and our Proposal. We are hereby submitting our Proposal,
which includes this Technical Proposal, and a Financial Proposal sealed under a separate
envelope.
We agree to abide by this Technical Proposal, which consists of this letter and
Attachments 1 through [number] hereto, for a period of [number] days from the date fixed for
submission of proposals as stipulated in the bidding documents, and it shall remain binding on
us, provided that we are invited to negotiate a contract with you before the expiration of that
period.
If negotiations are held during the period of validity of the Proposal, we undertake to
negotiate on the basis of the proposed staff. Our Proposal is binding upon us and subject to
the modifications resulting from Contract negotiations.
We understand you are not bound to accept any Proposal you receive.
We hereby certify that we have taken steps to ensure that no person acting for us or on
our behalf will engage in bribery.
Signed
Attachments: [In accordance with ITB Sub-Clause 11.1, plus any additional attachment either specified by
the Employer in the Bid Data Sheet or included by the Bidder.]
40 Part 1 Option A - Section IV. Bidding Forms
This guarantee will expire: (a) if the Bidder is the successful Bidder, upon our receipt of
copies of the contract signed by the Bidder and the performance security issued to you upon
the instruction of the Bidder; and (b) if the Bidder is not the successful Bidder, upon the
earlier of (i) our receipt of a copy your notification to the Bidder of the name of the successful
Bidder; or (ii) twenty-eight days after the expiration of the Bidder’s bid.
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, ICC Publication No.
458.
42 Part 1 Option A - Section IV. Bidding Forms
_____________________________
[signature(s)]
Note: All italicized text is for use in preparing this form and shall be deleted from the
final product.
Part 1 Option A - Section IV. Bidding Forms 43
To:
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 Borrower for the period of time of ______________ starting on _________,
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 Employer 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.
Signed: _________________________________________________
In the capacity of _________________________________________
Name: ______________________________________________
Duly authorized to sign the bid for and on behalf of: [insert complete name of Bidder]
Dated on ____________ day of __________________, _______
Corporate Seal (where appropriate)
[Note: In case of a Joint Venture, the Bid-Securing Declaration must be in the name of all partners to the
Joint Venture that submits the bid.]
44 Part 1 Option A - Section IV. Bidding Forms
Date:
Request for Proposals No.:
To: [Name and address of Employer]
We, the undersigned, offer to provide the Management Services for [Insert title of
assignment] in accordance with your Request for Proposal dated [Insert Date], including
Addendum Nos. [insert numbers] , and our Technical Proposal.
Our Financial Proposal which consists of this letter and Attachments 1 through
[number] hereto, shall be valid for a period of _________________ days from the date fixed
for submission of proposals; it shall be binding upon us subject to the modifications resulting
from Contract negotiations, up to expiration of the validity period of the Proposal.
We have paid, or will pay the following commissions, gratuities, or fees with respect to the
bidding process or execution of the Contract:
We understand that you are not bound to accept any proposal that you may receive.
We hereby certify that we have taken steps to ensure that no person acting for us or on
our behalf will engage in bribery.
Signed
Part 1 Option A - Section IV. Bidding Forms 45
Attachments: [In accordance with ITB Sub-Clause 13.1, plus any additional attachment either specified by
the Employer in the Bid Data Sheet or included by the Bidder]
46 Part 1 Option A - Section IV. Bidding Forms
1. In accordance with Para 1.8 of the Guidelines: Procurement under IBRD Loans and
IDA Credits, dated May 2004, the Bank permits firms and individuals from all countries to
offer goods, works and services for Bank-financed projects. As an exception, firms of a
Country or goods manufactured in a Country may be excluded if:
Para 1.8 (a) (i): as a matter of law or official regulation, 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 the Goods or Works required, or
Para 1.8 (a) (ii): 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 persons or entities in that Country.
2. For the information of borrowers and bidders, at the present time firms, goods and
services from the following countries are excluded from this bidding:
Table of Clauses
A. General...............................................................................................................................55
1. Scope of Bid.....................................................................................................55
2. Source of Funds...............................................................................................55
3. Corrupt Practices..............................................................................................56
4. Eligible Bidders................................................................................................58
G. Clarification Meeting........................................................................................................68
24. Clarification of First Stage Bids and Review of Bidders’ Proposed Deviations
and Alternative Solutions.................................................................................68
25. Invitation to Submit Second Stage Bids...........................................................68
Part 1 Option B - Section I. Instructions to Bidders 52
K. Award of Contract...........................................................................................................81
49. Award Criteria..................................................................................................81
50. Notification of Award.......................................................................................81
51. Signing of Contract..........................................................................................82
52. Performance Security.......................................................................................82
Part 1 Option B - Section I. Instructions to Bidders 53
44. Corrupt Practices 44.1 It is the Bank’s policy to require that Borrowers (including
beneficiaries of Bank loans), as well as bidders, suppliers,
and contractors and their subcontractors under Bank-
financed contracts, observe the highest standard of ethics
during the procurement and execution of such contracts. 7 In
pursuance of this policy, the Bank:
(a) defines, for the purposes of this provision, the terms set
forth below as follows:
(i) “corrupt practice”8 is the offering, giving, receiving
or soliciting, directly or indirectly, of anything of
value to influence improperly the actions of another
party;
(ii) “fraudulent practice”9 is any act or omission,
including a misrepresentation, that knowingly or
recklessly misleads, or attempts to mislead, a party
to obtain a financial or other benefit or to avoid an
obligation;
(iii)“collusive practice”10 is an arrangement between two
or more parties designed to achieve an improper
purpose, including to influence improperly the
actions of another party;
(iv)“coercive practice”11 is impairing or harming, or
threatening to impair or harm, directly or indirectly,
any party or the property of the party to influence
improperly the actions of a party;
(v) “obstructive practice” is
(i) deliberately destroying, falsifying, altering or
concealing of evidence material to the
investigation or making false statements to
investigators in order to materially impede a
Bank investigation into allegations of a corrupt,
fraudulent, coercive or collusive practice; and/or
threatening, harassing or intimidating any party
to prevent it from disclosing its knowledge of
7
In this context, any action taken by a bidder, supplier, contractor, or a sub-contractor to influence the procurement process
or contract execution for undue advantage is improper.
8
“Another party” refers to a public official acting in relation to the procurement process or contract execution]. In this
context, “public official” includes World Bank staff and employees of other organizations taking or reviewing procurement
decisions.
9
A “party” refers to a public official; the terms “benefit” and “obligation” relate to the procurement process or contract
execution; and the “act or omission” is intended to influence the procurement process or contract execution.
10
“Parties” refers to participants in the procurement process (including public officials) attempting to establish bid prices
at artificial, non competitive levels.
11
A “party” refers to a participant in the procurement process or contract execution.
Part 1 Option B - Section I. Instructions to Bidders 55
ITB 8.
PART 1 Bidding Procedures
48. Data Room 48.1 If specified in the BDS, the Employer has established a data
room (hereinafter called the Data Room) with a selection of
relevant data to be accessible to Bidders or their
representatives. The address of the Data Room, and other
information considered relevant by the Employer (such as an
inventory of materials, or dates, rules and procedures for
access) are as specified in the BDS.
49. Amendment of 49.1 At any time prior to the deadline for submission of Bids, the
Bidding Document Employer may amend the Bidding Documents by issuing
addenda.
49.2 Any addendum issued shall be part of the Bidding Documents
and shall be communicated in writing to all who have
obtained the Bidding Document from the Employer in
accordance with ITB 5.3. No other communications of any
kind whatsoever will modify the Bidding Documents.
49.3 To give prospective Bidders reasonable time in which to take
an addendum into account in preparing their Bids, the
Employer may, at its discretion, extend the deadline for the
submission of Bids, pursuant to ITB 18.2 and ITB 34.2.
51. Language of Bid 51.1 Any Bid, as well as all correspondence and documents
relating to the bid exchanged by the Bidder and the
Employer, 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.
Part 1 Option B - Section I. Instructions to Bidders 61
52. Letter of Bid 52.1 Each Bidder shall provide with all Bids a completed Letter of
Bid in accordance with the corresponding Letter of Bid form
furnished in Section IV.
53. Power of Attorney 53.1 Each Bidder shall provide, with all Bids, a written power of
attorney duly notarized, indicating that the person(s) signing
the bid has(ve) the authority to sign the Bid and thus that the
bid is binding upon the Bidder during the full period of its
validity.
Stage Bids specified in ITB 14.1, and shall mark the envelopes as “First
Stage Bid—Original” and “First Stage Bid—Copies,” all duly
marked as required in ITB 16.1.
58.2 The inner and outer envelopes shall
(a) be addressed to the Employer in accordance with ITB
18.1, and
(b) bear the contract name, title and number, and the
words “First Stage Bid. Do Not Open Before
[date]______,” to be completed with the time and date
specified pursuant to ITB 20.1.
58.3 The inner envelopes shall each indicate the name and address
of the Bidder to enable the bid to be returned unopened in
case it is declared “late.”
58.4 If the outer envelope is not sealed and marked as required by
ITB 17.2 and ITB 17.3, the Employer will assume no
responsibility for the bid’s misplacement or premature
opening. If the outer envelope discloses the Bidder’s identity,
the Employer will not guarantee the anonymity of the bid
submission, but this disclosure will not constitute grounds
for bid rejection.
59. Deadline for 59.1 First Stage Bids must be received by the Employer at the
Submission of address and no later than the date and time indicated in the
First Stage Bids BDS. When so specified in the BDS, bidders shall have
the option of submitting their First Stage Bids electronically.
Bidders submitting First Stage Bids electronically shall
follow the electronic bid submission procedures specified in
the BDS.
59.2 The Employer may, at its discretion, extend the deadline for
the submission of First Stage Bids by amending the Bidding
Document in accordance with ITB 8, in which case all rights
and obligations of the Employer and Bidders previously
subject to the deadline shall thereafter be subject to the
deadline as extended.
60. Late Bids 60.1 The Employer shall not consider any First Stage Bid that
arrives after the deadline for submission of First Stage Bids,
in accordance with ITB 18. Any First Stage Bid received by
the Employer after the deadline for submission of First Stage
Bids shall be declared late, rejected, and returned unopened
to the Bidder.
64 Part 1 Option B - Section I. Instructions to Bidders
61.2 The names of all bidders who submitted First Stage Bids will
be read out, and other such details as the Employer, at its
discretion, may consider appropriate, will be announced at
the opening.
62. Preliminary 62.1 The Employer will examine the First Stage Bids to determine
Examination of whether they are complete, whether the documents have
First Stage Bids been properly signed and whether the Bids are generally in
order. Any First Stage Bids found to be nonresponsive or not
meeting the minimum levels of the performance or other
criteria specified in the bidding documents will be rejected by
the Employer and not included for further consideration. The
Employer will also carry out a preliminary examination of
any alternative Bids submitted by bidders.
63. Technical 63.1 The Employer will carry out a detailed evaluation of the First
Evaluation of First Stage Bids in order to determine whether the technical
Stage Bids aspects are substantially responsive to the requirements set
forth in the bidding documents. In order to reach such a
determination, the Employer will examine the information
supplied by the bidders, pursuant to ITB 14.1, and other
requirements in the bidding documents, taking into account
the following factors:
(a) overall completeness and compliance with the Service
Requirements specified in Schedules B through F in
Section VI; the technical merits of alternatives offered
and deviations from the Technical Specifications; and
suitability of the expertise offered;
(b) any deviations to the commercial and contractual
provisions stipulated in the bidding documents; and
(c) any other relevant factors that the Employer deems
necessary or prudent to take into consideration.
63.2 The Employer will also review complete technical alternative
Bids, if any, offered by the Bidder, pursuant to ITB 14.3, to
Part 1 Option B - Section I. Instructions to Bidders 65
G. Clarification Meeting
65. Clarification of 65.1 The Employer may conduct Clarification Meetings with each
First Stage Bids or any Bidder to clarify any aspects of its First Stage Bid that
and Review of require explanation at this stage of the evaluation. During
Bidders’ Proposed these meetings, the Employer may bring to the attention of
Deviations and the Bidder any matters, technical or otherwise, where for
Alternative whatever reason, it requires amendments or changes to be
Solutions made to the First Stage Bid. All such amendments or
changes required by the Employer will be listed in an Annex
to the Memorandum documenting the Clarification Meeting
entitled “Changes Required Pursuant to First Stage
Evaluation” and will be formally notified to the Bidder as
part of the invitation to submit the Second Stage Bid.
65.2 The Employer will advise the Bidder of any exceptions or
deviations in the First Stage Bid, that are unacceptable and
that are to be withdrawn in the Second Stage Bid.
65.3 The Employer will also advise the Bidder whether the
proposed alternative bid, if any, is acceptable, and will
identify the degree (if any) to which such an alternative bid
may be incorporated in the Bidder’s Second Stage Bid.
66. Invitation to 66.1 At the end of the First Stage evaluation and after holding
Submit Second Clarification Meetings,
Stage Bids
(a) the Employer may issue an amendment to the bidding
66 Part 1 Option B - Section I. Instructions to Bidders
eligibility and any, that may have occurred between the time of submitting
qualifications the First and Second Stage Bids that may have any material
effect on the Bidder’s eligibility and qualifications to perform
the Contract. These changes shall be provided as marked-up
or red-lined versions of previous submissions.
70. Currencies of Bid 70.1 Bidders may express the price of their proposal in a maximum
and Payment of three freely convertible currencies, in addition to the
currency of the Employer’s country as follows:
(a) for those inputs to the Services that the bidder expects
to supply from within the Employer’s country (referred
to as “the local currency requirement”), in the currency
of the Employer’s country specified in the BDS; and
(b) for those inputs to the Services that the bidder expects
to supply from outside the Employer’s country (referred
to as “the foreign currency requirements”) in up to any
three currencies of any country.
70.2 Bidders may be required by the Employer to justify, to the
Employer’s satisfaction, their local and foreign currency
requirements, and to substantiate the amounts included in the
Bid Price Form, in which case a detailed breakdown of the
foreign currency requirements shall be provided by Bidders.
71. Bid Security 71.1 The Bidder shall furnish as part of its bid, in original form,
either a Bid-Securing Declaration or a bid security as
specified in the BDS. If a bid security is specified, the bid
security shall be in the amount and currency specified in the
BDS.
71.2 A Bid-Securing Declaration shall use the form included in
Section IV Bidding Forms.
71.3 If a bid security is specified pursuant to ITB 30.1, the bid
security shall be a demand guarantee in any of the following
forms at the Bidder’s option:
(a) an unconditional guarantee issued by a bank or
surety;
(b) an irrevocable letter of credit;
(c) a cashier’s or certified check; or
(d) another acceptable security indicated in the BDS,
from a reputable source from an eligible country. If the
unconditional guarantee is issued by an insurance company
or a bonding company located outside the Employer’s
Part 1 Option B - Section I. Instructions to Bidders 69
88. Qualification of 88.1 The Employer shall determine to its satisfaction whether the
the Bidder Bidder that is selected as having submitted the lowest
evaluated and substantially responsive bid still meets the
qualifying criteria specified in Section III, Evaluation and
Qualification Criteria.
47.2 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 Employer shall proceed to the next lowest
evaluated bid to make a similar determination of that
Bidder’s qualifications to perform satisfactorily.
89. Employer’s Right 89.1 The Employer reserves the right to accept or reject any bid,
to Accept Any Bid, and to annul the bidding process and reject all Bids at any
and to Reject Any time prior to contract award, without thereby incurring any
or All Bids liability to Bidders. In case of annulment, all Bids submitted
and specifically, bid securities, shall be promptly returned to
the Bidders.
78 Part 1 Option B - Section I. Instructions to Bidders
K. Award of Contract
90. Award Criteria 90.1 Subject to ITB 48.1, the Employer shall award the Contract
to the Bidder whose offer has been determined to be the
lowest evaluated bid and is substantially responsive to the
Bidding Document, provided further that the Bidder is
determined to be eligible and qualified to perform the
Contract satisfactorily.
91. Notification of 91.1 Prior to the expiration of the period of bid validity, the
Award Employer shall notify the successful Bidder, in writing, that
its bid has been accepted. The notification letter (hereinafter
and in the Conditions of Contract and Contract Forms called
the “Letter of Acceptance”) shall specify the sum that the
Employer will pay the Contractor in consideration of the
execution and completion of the Plant and Installation
Services (hereinafter and in the Conditions of Contract and
Contract Forms called “the Contract Price”).
91.2 At the same time, the Employer shall also notify all other
Bidders of the results of the bidding and shall publish in
UNDB online and in the dgMarket the results identifying the
bid and the following information: (i) name of each Bidder who
submitted a Bid; (ii) bid prices as read out at Bid Opening; (iii)
name and evaluated prices of each Bid that was evaluated; (iv)
name of bidders whose Bids were rejected and the reasons for
their rejection; and (v) name of the winning Bidder, and the
Price it offered, as well as the duration and summary scope of
the contract awarded.
91.3 Until a formal contract is prepared and executed, the Letter of
Acceptance shall constitute a binding Contract.
91.4 The Employer shall promptly respond in writing to any
unsuccessful Bidder who, after notification of award in
accordance with ITB 50.2, requests in writing the grounds
on which its Bid was not selected.
92. Signing of 92.1 Promptly after notification, the Employer shall send the
Contract successful Bidder the Contract Agreement.
92.2 Within twenty-eight (28) days of receipt of the Contract
Agreement, the successful Bidder shall sign, date, and return
it to the Employer, unless otherwise stated in the BDS.
Part 1 Option B - Section I. Instructions to Bidders 79
93. Performance 93.1 Within twenty-eight (28) days of the receipt of notification of
Security award from the Employer, the successful Bidder shall furnish
the performance security in accordance with the General
Conditions, subject to ITB 45.5, using for that purpose the
Performance Security Form included in Section IX, Contract
Forms, or another form acceptable to the Employer. 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 Employer. A
foreign institution providing a bond shall have a
correspondent financial institution located in the Employer’s
Country.
93.2 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 Employer
may award the Contract to the next highest scoring Bidder
whose offer is substantially responsive and is determined by
the Employer to be qualified to perform the Contract
satisfactorily.
Part 1 Option B - Section II. Bid Data Sheet 81
applicable”]
C. Preparation of Bids: Clauses General to First and Second Stage Bids
ITB 10.1 The language of the bid is:
D. Preparation of First Stage Bids
ITB 14.1(d) Any Other Items Required as part of First Stage Bidding Documents [list
them and provide reference to forms in Section IV]:
ITB 16.1 Number of copies or sets: [insert number]
ITB 16.3 The written confirmation of authorization to sign on behalf of the Bidder
shall consist of:
E. Submission of First Stage Bids
ITB 18.1 For First Stage Bid submission purposes, the Employer’s address is:
Attention: [insert full name of person, if applicable, or insert name of the
Project Officer]
Address: [insert street name and number]
Floor-Room number: [insert floor and room number, if applicable]
[important to avoid delays or misplacement of Bids]
City: [insert name of city or town]
ZIP Code: [insert postal (ZIP) code, if applicable]
Country: [insert name of country]
The deadline for the submission of First Stage Bids is:
Date: [insert day, month, and year, i.e. 15 June, 2001]
Time: [insert time, and identify if a.m. or p.m., i.e. 10:30 a.m.]
Bidders [insert “shall” or “shall not”] have the option of submitting their
Bids electronically.
If bidders have the option of submitting their Bids electronically, the
electronic bidding submission procedures shall be: [insert a description of
the electronic bidding submission procedures, otherwise not applicable]
Time: [insert time, and identify if a.m. or p.m., i.e. 10:30 a.m.]
If bidders shall have the option of submitting their Bids electronically, the
opening procedures shall be: [insert a description of the electronic bidding
submission procedures]
Or
Not Applicable.
ITB 32.3 The written confirmation of authorization to sign on behalf of the Bidder
shall consist of:
I. Submission of Second Stage Bids
ITB 33.2(b) For bid submission purposes only, the Employer’s address is :
Attention:
Street Address:
Floor/Room number:
City:
ZIP Code:
Country:
Bidders [insert “shall” or “shall not”] have the option of submitting their
84 Part 1 Option B - Section II. Bid Data Sheet
Bids electronically.
ITB 34.1 Bidders [insert “shall” or “shall not”] have the option of submitting their
Bids electronically.
If bidders have the option of submitting their Bids electronically, the
electronic bidding submission procedures shall be: [insert a description of
the electronic bidding submission procedures, otherwise not applicable]
If bidders shall have the option of submitting their Bids electronically, the
opening procedures shall be: [insert a description of the electronic bidding
submission procedures
ITB 44 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: [insert name of local currency]
The source of exchange rate shall be: [insert name of Central Bank]
The date for the exchange rate shall be: [insert date, e.g. deadline for
submission of Second Stage bids]
K. Award of Contract
ITB 51.2 The Successful Bidder shall sign, date, and return the Contract Agreement
to the Employer within [number of days] days.
Part 1 Option B 85
This Section contains all the criteria that the Employer shall use to evaluate Bids and qualify Bidders. No other factors, methods or criteria
shall be used. The Bidder shall provide all the information requested in the forms included in Section IV, Bidding Forms and/or update any
information which it submitted to apply for prequalification using the relevant forms included in the Prequalification Document.
1. Evaluation
In addition to the criteria listed in ITB 22.1 (a) – (b) the following factors shall apply:
2. Qualification
Update of Information
The Bidder and any subcontractors shall meet or continue to meet the criteria used at the time of prequalification.
1. Technical Evaluation
Staffing Plan
[Must meet each Staffing Plan [Criteria for evaluating Submission Requirement:
criterion with Staffing Plan. See Technical TECH Form
separate row for Note for Examples]
each criterion]
2. Economic Evaluation
The following factors and methods will apply under ITB 45.3(e):
[insert, for example: “The Employer shall calculate the cost of the Financial Proposal in net present value by applying an annual discount factor of
8 percent”.]
The Bidder and any subcontractors shall meet or continue to meet the criteria used at the time of prequalification.
Part 1 Option B 87
Table of Forms
Date:
Date:
ICB No.:
Invitation for Bid No.:
To: [Name and address of Employer]
______________________________________________________________________
[Name of Contract]
Having examined the bidding documents, including Addendum Nos. [insert numbers] , the
receipt of which is hereby acknowledged, we, the undersigned, offer to execute in conformity
with the Bidding Document the following Services:
;
We further undertake, if invited to do so by you, and at our own cost, to attend a clarification
meeting at a place of your choice, for the purpose of reviewing our First Stage Bid and duly
noting all amendments and additions thereto, and noting omissions therefrom that you may
require.
We further undertake, upon receiving your written invitation, to proceed with the preparation
of our Second Stage Bid, updating our First Stage Bid in accordance with the requirements
from the Memorandum of the clarification meeting, and completing our commercial bid for
performing the Facilities in accordance with our updated technical bid.
We agree to abide by this First Stage Bid, which consists of this letter and Attachments 1
through [number] hereto, for a period of [number] days from the date fixed for submission of
bids as stipulated in the bidding documents, and together with the above written undertakings,
it shall remain binding on us, provided that we are invited to attend a clarification meeting
with you before the expiration of that period.
We hereby certify that we have taken steps to ensure that no person acting for us or on our
behalf will engage in bribery.
Part 1 Option B - Section IV. Bidding Forms 89
Signed
Attachments: [In accordance with ITB Sub-Clause 14.1, plus any additional attachment either specified by
the Employer in the Bid Data Sheet or included by the Bidder.]
90 Part 1 Option B - Section IV. Bidding Forms
Date:
ICB No.:
Invitation for Bid No.:
To: [Name and address of Employer]
______________________________________________________________________
[Name of Contract]
Having examined the bidding documents, including Addendum Nos. [insert numbers] , and your
requirements incorporated in the Memorandum of the clarification meeting held between us
on [date] , we, the undersigned, offer to execute in conformity with the Bidding Document the
following Services:
;
Our bid which consists of this letter and Attachments 1 through [number] hereto, shall be valid
for a period of _________________ days from the date fixed for submission of the Second
Stage bids as stipulated in the letter of invitation to submit a Second Stage Bid, and it shall
remain binding upon us and may be accepted at any time before the expiration of that period;
If our bid is accepted, we commit to obtain a performance security in accordance with the
Bidding Document;
We have paid, or will pay the following commissions, gratuities, or fees with respect to the
bidding process or execution of the Contract:
We understand that this bid, together with your written acceptance thereof included in your
notification of award, shall constitute a binding contract between us, until a formal contract is
prepared and executed; and
We understand that you are not bound to accept any bid that you may receive.
We hereby certify that we have taken steps to ensure that no person acting for us or on our
behalf will engage in bribery.
Signed
Attachments: [In accordance with ITB Sub-Clause 26.1, plus any additional attachment either specified by
the Employer in the Bid Data Sheet or included by the Bidder]
92 Part 1 Option B - Section IV. Bidding Forms
Form TECH –
Description of the Methodology and Workplan
III. Detailed Workplan [in accordance with ITB 15.1]
[Employer to insert more specific requirements, if any, for this section]
Note: All italicized text is for use in preparing this form and shall be deleted from the final product.
Part 1 Option B - Section IV. Bidding Forms 95
1. In accordance with Para 1.8 of the Guidelines: Procurement under IBRD Loans and
IDA Credits, dated May 2004, the Bank permits firms and individuals from all countries to
offer goods, works and services for Bank-financed projects. As an exception, firms of a
Country or goods manufactured in a Country may be excluded if:
Para 1.8 (a) (i): as a matter of law or official regulation, 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 the Goods or Works required, or
Para 1.8 (a) (ii): 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 persons or entities in that Country.
2. For the information of borrowers and bidders, at the present time firms, goods and
services from the following countries are excluded from this bidding:
Schedule B: Services............................................................................................................104
A.1 Recitals
[Insert Background and Context – See Section VII, General Conditions, Sub-Clause 1.6.1]
A.2 Objectives
[Insert Objectives – See Section VII, General Conditions, Sub-Clause 1.7]
Schedule B: Services
Table 1: Services
Services Pre-Conditions
[List services as required including: [For each service, list key complementary inputs,
General management of the utility such as loans, capital costs, Government
decisions, on which it depends]
Specific Services such as
i) Improving billing system
ii) Developing maintenance plans
iii) Managing network extensions
iv) Managing meter installations
v) Etc]
Periods
[Insert indicators to
be used]
[Specify Substitution Fee for Key Staff and Key Subcontractors. See Section VII, General Conditions,
Sub-Clauses 3.6 and 8.2. The Substitution fee should be high enough to deter changes, but not so large as
to seem punitive to the Contractor. A figure of US$10,000 might be about right, but this should be
assessed case by case.]
Period
Amount
Currency
Units
[List Base Remuneration to be paid in each period or delete above and describe alternative basis for Base
Remuneration payments, e.g., on basis of staff inputs times unit rates]
[Insert remuneration for managing Capital Works. See Section VII, General Conditions, Sub-Clause 9.2]
[Insert any remuneration for managing finance raising. See Section VII, General Conditions, Sub-Clause
9.3]
Section V. Schedules of Services Requirements 105
[Should generally be enough to cover Contractor’s expected mobilization costs. See Technical Note,
Section 4.8.3]
[Insert here rules for repaying advance payment, for example by deductions from Base Remuneration
payments. See Section VII, General Conditions, Sub-Clause 12.2]
[Note: In order to adjust the remuneration for foreign and/or local inflation, a price adjustment
106 Section V. Schedules of Services Requirements
provision should be included here if the contract has duration of more than 18 months or if the
foreign or local inflation is expected to exceed 5% per annum. The adjustment should be made every
12 months after the date of the contract for remuneration in foreign currency and – except if there is
very high inflation in the Employer’s country, in which case more frequent adjustments should be
provided for – at the same intervals for remuneration in local currency. Remuneration in foreign
currency should be adjusted by using the relevant index for salaries in the country of the respective
foreign currency (which normally is the country of the Contractor) and remuneration in local
currency by using the corresponding index for the Employer’s country. A sample provision is
provided below for guidance:
Payments for remuneration made in accordance with Section VII, General Conditions, Clause 12.1 in
[foreign and/or] [local] currency shall be adjusted as follows:
(a) Remuneration paid in foreign currency pursuant to the rates set forth in Section G.1 of Schedule
G shall be adjusted every 12 months (and, the first time, with effect for the remuneration earned in
the 13th calendar month after the date of the Contract) by applying the following formula:
If If
Rf Rfo {or Rf Rfo 0.1 0.9 }
Ifo Ifo
where Rf is the adjusted remuneration, Rfo is the remuneration payable on the basis of the rates set
forth in Section G.1 of Schedule G for remuneration payable in foreign currency, If is the official
index for salaries in the country of the foreign currency for the first month for which the
adjustment is supposed to have effect, and Ifo is the official index for salaries in the country of the
foreign currency for the month of the date of the Contract.
(b) Remuneration paid in local currency pursuant to the rates set forth in Section G.1 of Schedule G
shall be adjusted every [insert number] months (and, for the first time, with effect for the
remuneration earned in the [insert number]th calendar month after the date of the Contract) by
applying the following formula:
Il Il
Rl Rlo {or Rl Rlo 0.1 0.9 }
Ilo Ilo
where Rl is the adjusted remuneration, Rlo is the remuneration payable on the basis of the rates set forth
in Section G.1 of Schedule G for remuneration payable in local currency, Il is the official index for
salaries in the Employer’s country for the first month for which the adjustment is to have effect and, Ilo
is the official index for salaries in the Employer’s country for the month of the date of the Contract.]
[Insert in this Schedule any specific procurement rules the contractor is to observe. See Section VII,
General Conditions, Sub-Clause 9.4]
Delegations Limits
Delegated power to manage Utility Personnel [List here limits or controls on each delegated
[List here delegated powers if any] power]
Protection of
Contractor’s
Personnel
Professional
Indemnity
Public Liability
Motor Vehicle
Periods for submission of insurance: [Insert period for submission of evidence of insurance
Section V. Schedules of Services Requirements 109
[Name of Employer]
[Name of Contract]
114
3. General Provisions...................................................................................................127
3.1 Assignment.....................................................................................................127
3.2 Contractor’s Representative...........................................................................127
3.3 Employer’s Representative.............................................................................128
3.4 Communications by the Contractor................................................................128
3.5 Subcontractors...............................................................................................128
3.6 Key Subcontractors........................................................................................129
3.7 Assignment of Benefit of Subcontract............................................................129
3.8 Compliance with Laws...................................................................................129
3.9 Joint and Several Liability..............................................................................130
3.10 Inspections and Audit by the Bank.................................................................130
5. Conflict of Interest...................................................................................................131
5.1 General...........................................................................................................131
5.2 Contractor not to benefit from commissions, discounts, etc.............................131
5.3 Contractor and Affiliates not to engage in certain activities...........................131
5.4 Prohibition of conflicting activities.................................................................131
7. Performance Targets................................................................................................132
General Conditions
1. Definition and Interpretation
1.1 Definitions
In the Contract the following words and expressions shall have the meanings stated below, unless
otherwise required by the context.
(g) “Employer’s Representative” means the person named by the Employer in accordance with
Sub-Clause 3.3 (a) to represent and act for the Employer at all times during the performance
of the Contract.
(h) “Employer’s Personnel” means all staff employed by the Employer.
(i) “Government” means the Government of the Country.
(j) “Independent Expert” means the person appointed in accordance with Sub-Clause 20.1.2
[Independent Expert].
(k) “Key Staff” means those individuals listed as Key Staff in the Bid, or any person
appointed, with the agreement of the Employer, as a Key Staff, for a part of the Services;
and the legal successors in title to each of these persons.
(l) “Key Subcontractor” means those Subcontractors listed as Key Subcontractors in the
Bid, or any person appointed, with the agreement of the Employer, as a Key
Subcontractor, for a part of the Services; and the legal successors in title to each of these
persons.
(m) “Party” means the Employer or the Contractor, as the context requires, and “Parties”
means both.
(n) “Subcontractor” means any person named in the Contract as a subcontractor, or any
person appointed as a subcontractor, for a part of the Services; and the legal successors in
title to each of these persons.
(o) “Third Party” means a person or an entity other than a Party, the Utility, the Utility
Board, the Government, the Borrower or the Bank.
(p) “Utility” means the utility (if any) named in the Contract Data.
(q) “Utility Board” means the Board or other body with governance and management
supervision responsibilities over the Utility specified in the Contract Data pursuant to
Sub-Clause 1.1.2(o).
(c) “Contractor’s Remuneration” means the price defined in Clause 12.1 [Contractor’s
Remuneration], and includes adjustments in accordance with the Contract.
(d) “Cost” means all expenditure reasonably incurred (or to be incurred) by the Contractor,
whether on or off the Facilities, including overhead and similar charges, but does not
include profit.
(e) “Foreign Currency” means a currency in which part (or all) of the Contractor’s
Remuneration is payable, but not the Local Currency.
(f) “Liquidated Damages on Termination for the Employer’s Convenience” means the
amount specified in the Contract Data pursuant to Sub-Clause 21.10(f)(i) to be payable in
the event of Termination by the Employer for Convenience pursuant to Sub-Clauses 21.5
and 21.8.
(g) “Local Currency” means the currency of the Country.
(h) “Utility’s Account” means paid for the by the Utility, as defined in Sub-Clause 12.6.1.
(n) “Objectives” has the meaning given under Sub-Clause 1.6.2 [Objectives].
(o) “Performance Security” means the security (or securities, if any) under Sub-Clause 16.3
[Performance Security].
(p) “Proposed Substitute Key Staff Member or Key Subcontractor” have the meaning given
in Sub-Clause 8.2 [Substitution of Contractor’s Key Staff Member or Key
Subcontractor].
(q) “Recitals” has the meaning given under Sub-Clause 1.6.1 [Recitals].
(r) “Specified Capital Works” means Capital Works which are the responsibility of the
Contractor under Sub-Clause 9.2 [Responsibilities for Specified Capital Works].
(s) “Substitution Fee” is the amount to be paid by the Employer for substituting another
person in place of a Key Staff Member or Key Subcontractor, in accordance with Sub-
Clause 8.2 [Substitution of Contractor’s Key Staff Member or Key Subcontractor].
(t) “Unforeseeable” means not reasonably foreseeable and against which adequate
preventive precautions could not reasonably be taken by an experienced contractor by the
date for submission of the Bid.
(u) “Utility Capital Works” means Capital Works which are not Specified Capital Works.
(v) “Value Management Proposal” has the meaning given under Sub-Clause 19.2 [Value
Management].
(w) “Variation” means any change to the Services, which is instructed or approved as a
variation under Clause 19.1 [Employer Variations].
(x) “Variation Proposal” has the meaning given under Sub-Clause 19.1.1 [Decision on
Employer’s Variation Request].
(y) “Variation Request” has the meaning given under Sub-Clause 19.1 [Employer Variations].
1.2 Interpretation
In the Contract, except where the context requires otherwise:
(a) words indicating one gender include all genders;
(b) words indicating the singular also include the plural and words indicating the plural also
include the singular;
(c) provisions including the word “agree”, “agreed” or “agreement” require the agreement to
be recorded in writing;
(d) “written” or “in writing” means hand-written, type-written, printed or electronically
made, and resulting in a permanent record;
(e) the word “Bid” is synonymous with “bid” and “Bidder” with “bidder” and “Bid
documents” with “bidding documents”.
(f) the marginal words and other headings shall not be taken into consideration in the
interpretation of these Conditions.
Section VI. General Conditions 123
1.3 Communications
Wherever these Conditions provide for the giving or issuing of approvals, certificates, consents,
determinations, notices, requests and discharges, these communications shall be:
(a) in writing and delivered by hand (against receipt), sent by mail or courier, or transmitted
using any of the agreed systems of electronic transmission as stated in the Contract
Data; and
(b) delivered, sent or transmitted to the address for the recipient’s communications as stated
in the Contract Data. However:
(i) if the recipient gives notice of another address, communications shall thereafter be
delivered accordingly; and
(ii) if the recipient has not stated otherwise when requesting an approval or consent, it
may be sent to the address from which the request was issued.
Approvals, certificates, consents and determinations shall not be unreasonably withheld or delayed.
When a certificate is issued to a Party, the certifier shall send a copy to the other Party. When a
notice is issued to a Party, by the other Party or the Independent Expert, a copy shall be sent to the
Employer’s Representative or the other Party, as the case may be.
The ruling language of the Contract shall be that stated in the Contract Data.
The language for communications shall be that stated in the Contract Data. If no language
is stated there, the language for communications shall be the ruling language of the Contract.
1.5 Priority of Documents
The documents forming the Contract (as attached hereto) are to be taken as mutually explanatory
of one another. For the purposes of interpretation, the priority of the documents shall be in
accordance with the following sequence:
(a) the Contract Agreement (if any),
(b) the addenda Nos. (if any)
(c) the Letter of Acceptance,
(d) the Particular Conditions,
(e) these General Conditions,
(f) the Schedules of Services Requirements
(g) the Letter of Bid
If an ambiguity or discrepancy is found in the documents, the Independent Expert appointed in
accordance with Sub-Clause 20.1.2 [Independent Expert] will rule as to the interpretation. This
ruling will be binding, unless one of the Parties refers it to Arbitration with 30 days of the ruling
being given.
124 Section VI. General Conditions
1.6.1 Recitals
The Recitals are the background facts about the Parties, the provision of utility services in the
Country, and other facts and intentions set out in Schedule A (A.1). The Recitals are not legally
binding, but may be used as context to assist in interpretation of the contract.
1.6.2 Objectives
The Objectives the Employer wishes to achieve by entering the Contract are set out in Schedule A
(A.2)
2.2 Commencement
(a) Within (7) days of the satisfaction of the conditions specified in Sub-Clause 2.1
[Conditions of Effectiveness], the Employer shall issue the Certificate of Commencement
to the Contractor. The date of issue of the Certificate of Commencement shall be the
“Commencement Date”.
(b) The Contractor shall commence the provision of the Services no later than 3 days after
receipt of the Certificate of Commencement and the Employer shall return the Bid
Security to the Contractor on such Date.
(c) The Contractor and the Employer shall use their best effort and endeavors to procure the
satisfaction of the Conditions of Effectiveness specified in Sub-Clause 2.1 [Conditions of
Section VI. General Conditions 125
Effectiveness] as soon as practicable and in any event no later than sixty (60) days after
the date hereof.
(d) If the conditions specified in Sub-Clause 2.1 [Conditions of Effectiveness] are not fulfilled
or waived by mutual agreement of the Parties within ninety (90) days of the date hereof,
each Party shall have the right to terminate this Contract immediately and neither Party
hereto shall be liable to the other for any damages or losses in respect thereof, except that
if the Contractor has intentionally failed to fulfill any of these conditions, the Contractor
shall forfeit the Bid Security.
2.3 Duration
Unless terminated earlier in accordance with Clause 21 [Default and Termination], this Contract
shall remain in effect until the period stated in the Contract Data has passed after the
Commencement Date.
3. General Provisions
3.1 Assignment
Neither Party shall assign the whole or any part of the Contract or any benefit or interest in or
under the Contract. However, either Party:
(a) may assign the whole or any part with the prior agreement of the other Party, at the sole
discretion of such other Party, and
(b) may, as security in favour of a bank or financial institution, assign its right to any moneys
due, or to become due, under the Contract.
(b) The Employer may change its representative from time to time and shall give notice of the
change without delay. The Employer shall not change its representative at a time and in
such a manner as to impede the progress of the Services.
(c) The Employer’s Representative shall represent and act for the Employer at all times
during the performance of the Contract. All notices, instructions, orders, certificates,
approvals and all other communications under the Contract by the Employer shall be
given by the Employer’s Representative otherwise provided.
3.5 Subcontractors
The Contractor shall not subcontract the whole of the Services.
The Contractor shall be responsible for the acts or defaults of any Subcontractor, his agents or
employees, as if they were the acts or defaults of the Contractor. Unless otherwise stated in the
Contract Data:
(a) the Contractor shall not be required to obtain consent to suppliers solely of Materials, or
to a subcontract for which the Subcontractor is named in the Contract;
(b) the prior consent of the Employer’s Representative shall be obtained to other proposed
Subcontractors;
(c) the Contractor shall give the Employer’s Representative not less than 28 days’ notice of
the intended date of the commencement of each Subcontractor’s work, and of the
commencement of such work on the Facilities; and
(d) each subcontract shall include provisions which would entitle the Employer to require the
subcontract to be assigned to the Employer under Sub-Clause 3.7 [Assignment of Benefit
of Subcontract] (if or when applicable) or in the event of termination under Sub-Clause
21.5 [Termination by Employer for Convenience].
The Contractor shall ensure that the requirements imposed on the Contractor by Sub-Clause 15.3
[Confidentiality Obligations of the Contractor] apply equally to each Subcontractor.
Where practicable, the Contractor shall give fair and reasonable opportunity for contractors from
the Country to be appointed as Subcontractors.
The Contractor may provide another person (the “Proposed Substitute Key Subcontractor”) in
substitution for a Key Subcontractor (as identified in Schedule E) only on fulfillment of the
following conditions:
(a) Proving to the reasonable satisfaction of the Employer that the Key Subcontractor is not
available;
(b) Proving to the reasonable satisfaction of the Employer that the Proposed Substitute Key
Subcontractor is as suitable for the services as the Key Subcontractor that is not
available.
(c) Payment by the Contractor of a Substitution Fee of the amount specified in Schedule E.
accounting principles and in such form and detail as will clearly identify all relevant time changes
and costs, and the bases thereof, and (ii) shall permit the Employer or its designated representative
and/or the Bank, and up to five (5) years from expiration or termination of this Contract, to inspect
the accounts, records and other documents relating to the submission of proposals and contract
performance, and make copies thereof as well as to have them audited by auditors appointed by the
Employer or the Bank, if so required by the Employer or the Bank as the case may be. Any act
intended to materially impede the exercise of the Bank’s inspection and audit rights may amount to
Obstructive Practice as defined under Sub-Clause 11.6 (e). The Contractor’s attention is drawn to
Sub-Clause 21.6 (h) which provides inter alia, that Obstructive Practice constitute a prohibited
practice subject to contract termination (as well as to a determination of ineligibility under the
Procurement Guidelines of the Bank).
4.2 Pre-Conditions
The performance by the Managing Contractor of its obligations under the Contract shall be
contingent on the availability of the Pre-Conditions listed in Schedule B.
5. Conflict of Interest
5.1 General
The Contractor shall hold the Employer’s interests paramount, without any consideration for
future work, and strictly avoid conflict with other assignments or their own corporate
interests.
Section VI. General Conditions 129
7. Performance Targets
The Performance Targets will be the targets for key indicators set out in Schedule D.
In performing the Services and exercising its Delegated Management Authority, the Contractor
shall use its best endeavors to achieve or exceed the Performance Targets.
Achieving the Performance Targets is not to result in any additional remuneration to the
Contractor, except to the extent specified in Schedule G (G.2).
Failure to achieve the Performance Targets is not to result in any penalty, or create ground for
termination of the Contract, except to the extent specified in Schedule C or Schedule G.
9.4.3 Procurement for Utility Capital Works and Specified Capital Works
In discharging its responsibilities to procure, or manage the procurement of anything required for
Utility Capital Works and Specified Capital Works, the Contractor will follow good commercial
practice designed to ensure fairness, transparency and value for money, including any specific
procurement rules set out in Schedule H.
Section VI. General Conditions 133
Any advance payment shall be paid as an interest-free loan for mobilization, when the Contractor
submits a guarantee in accordance with this Sub-Clause. The total Advance Payment, the number
and timing of installments (if more than one), and the applicable currencies and proportions, shall
be as stated in Schedule G.
The guarantee shall be in amounts and currencies equal to the Advance Payment. This guarantee
shall be issued by an entity and from within a country (or other jurisdiction) approved by the
Employer, and shall be in the form annexed to the Particular Conditions or in another form
approved by the Employer.
The Contractor shall ensure that the guarantee is valid and enforceable until the advance payment
has been repaid, but its amount may be progressively reduced by the amount repaid by the
Contractor. If the terms of the guarantee specify its expiry date, and the advance payment has not
been repaid by the date 28 days prior to the expiry date, the Contractor shall extend the validity of
the guarantee until the advance payment has been repaid.
Unless stated otherwise in Schedule G, the advance payment shall be repaid through equal
percentage deductions from the Contractor’s Base Remuneration.
If the advance payment has not been repaid prior to the Termination of the Contract, the whole of
the balance then outstanding shall immediately become due and payable by the Contractor to the
Employer.
12.6.2 Procedure if the Utility’s incomings are not sufficient to cover its outgoings
The Utility shall cause the Parties responsible for its financial management to manage it prudently
and in accordance with good commercial practice, and attempt to pay the obligations of the Utility
as they fall due.
In the event that the Utility is unable to pay its obligations as they fall due, the Utility shall cause
the Parties responsible for its financial management to follow the rules and processes set out in
Schedule J.
15.3.1 Confidentiality
The Contractor shall keep confidential and shall not, without the written consent of the Employer,
divulge to any Third Party any documents, data or other information arising directly or indirectly
from the performance of Services under the Contract, whether such information has been furnished
prior to, during or following termination of the Contract.
However, the Contractor may furnish to its Subcontractors such documents, data and other
information to the extent required for the Subcontractors to perform their work under the
Contract, in which event the Contractor shall obtain from such Subcontractors an undertaking of
confidentiality similar to that imposed on the Contractor under this Sub-Clause 15.3
[Confidentiality Obligations of the Contractor].
140 Section VI. General Conditions
16.2 Indemnities
The Contractor shall indemnify and hold harmless the Employer, the Employer’s Personnel, and
their respective agents, against and from all claims, damages, losses and expenses (including legal
fees and expenses) in respect of:
Section VI. General Conditions 141
(a) bodily injury, sickness, disease or death, of any person whatsoever arising out of or in the
course of or by reason of the execution and completion of the Services, unless
attributable to any negligence, willful act or breach of the Contract by the Employer, the
Employer’s Personnel, or any of their respective agents, and
(b) damage to or loss of any property, real or personal, to the extent that such damage or loss
arises out of or in the course of or by reason of the Contractor’s performance or non-
performance of the Services and the remedying of any defects, unless and to the extent
that any such damage or loss is attributable to any negligence, willful act or breach of the
Contract by the Employer, the Employer’s Personnel, their respective agents, or anyone
directly or indirectly employed by any of them.
The Employer shall indemnify and hold harmless the Contractor, the Contractor’s Personnel, and
their respective agents, against and from all claims, damages, losses and expenses (including legal
fees and expenses) in respect of (1) bodily injury, sickness, disease or death, which is attributable to
any negligence, willful act or breach of the Contract by the Employer, the Employer’s Personnel, or
any of their respective agents.
the Contract, and the other Party neither approves the omission nor effects insurance for the
coverage relevant to this default, any moneys which should have been recoverable under this
insurance shall be paid by the insuring Party.
(b) replacing or making good any such destruction or damage to the Facilities or any part
thereof,
so far as may be required by the Employer, and as may be necessary for completion of the Services.
If the Employer does not require the Contractor to replace or make good any such destruction or
damage to the Facilities, the Employer shall either request a change in accordance with Sub-Clause
19.1 [Employer Variations] excluding the performance of the Services in respect of that part of the
Facilities thereby destroyed or damaged or, where the loss, destruction or damage affects a
substantial part of the Facilities, shall terminate the Contract, pursuant to Sub-Clause 17.7 [Release
from Performance].
Notwithstanding anything contained in the Contract, the Employer shall pay the Contractor for any
increased Costs that are in any way attributable to, consequent on, resulting from, or in any way
connected with any Employer’s Risks, if the Contractor notifies the Employer in writing of any
such increased cost as soon as practicable.
If, during the term of the Contract, any Employer’s Risks occur that financially or otherwise
materially affect the execution of the contract by the Contractor, the Contractor shall use its
reasonable efforts to execute the Contract with due and proper consideration given to the safety of
its and its Subcontractors’ personnel engaged in the work on the Services. If the execution of the
Services becomes impossible or is substantially prevented for a single period of more than 60 days
or an aggregate period of more than 120 days on account of any Employer’s Risks, 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.
In the event of termination pursuant to this Sub-clause, the rights and obligations of the Employer
and the Contractor shall be as specified in Sub-Clause 17.7 [Release from Performance].
(iii)riot, commotion, disorder, strike or lockout by persons other than the Contractor’s
Personnel and other employees of the Contractor and Subcontractors, or the
Employer’s Personnel
(iv)munitions of war, explosive materials, ionizing radiation or contamination by radio-
activity, except as may be attributable to the Contractor’s use of such munitions,
explosives, radiation or radio-activity, and
(v) natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity.
any time, but not less than 7 days after the Borrower having received the suspension notification
from the Bank.
(b) an estimate of the adjustment in Operator Remuneration which would be necessary to put
the Contractor in the same financial position as if the Variation were not implemented
The Employer shall then:
(a) Accept the Variation Proposal, which shall then modify the Contract so far as is specified
in the Variation Proposal; or
(b) Notify the Contractor that is has decided not to proceed with Variation or
(c) Notify the Contractor that it does not agree with the proposed adjustment in Operator
Remuneration or other terms of the Contract, and refer the issue for determination
through the Dispute Resolution procedure under Sub-Clause 20.1 [Dispute Resolution].
If the Contractor incurs additional Cost as a result of a Change in Law, the Operator Remuneration
shall be adjusted so as put the Contractor in the same financial position as it would be if the Change
in Law had not occurred.
If the Parties cannot agree on the required adjustment to the Operator Remuneration, either
Party may refer the issue for determination through the procedure under Sub-Clause 20.1
[Dispute Resolution].
(b) In the event that the Parties do not resolve a dispute in accordance with this Sub-Clause
within twenty (20) days of notice of the dispute being given, then either Party may refer
the dispute to the Independent Expert for determination pursuant to the procedure set
forth in Sub-Clause 20.1.2 [Independent Expert].
The retainer fee shall be paid with effect from the last day of the calendar month in which
the appointment becomes effective; until the last day of the calendar month in which the
Contract expires, unless the Independent Expert resigns or his appointment is otherwise
terminated by the Parties.
(i) each day or part of a day up to a maximum of two days’ travel time in each direction
for the journey between the Independent Expert’s home and the site, or another
location of a meeting that the Independent Expert is required to attend;
(ii) each working day on Site visits, hearings or preparing decisions; and
(iii) each day spent reading submissions in preparation for a hearing.
(c) all reasonable expenses including necessary travel expenses (air fare in less than first
class, hotel and subsistence and other direct travel expenses) incurred in connection with
the Independent Expert’s duties, as well as the cost of telephone calls, courier charges,
faxes and telexes: a receipt shall be required for each item in excess of five percent of the
daily fee referred to in sub-paragraph (b) of this Sub-Clause;
(d) any taxes properly levied in the Country on payments made to the Independent Expert
(unless a national or permanent resident of the Country) under this Sub-Clause.
20.1.4 Arbitration
Unless indicated otherwise in the Contract Data, all disputes arising out of or in
connection with this Contract, not settled by amicable settlement or by the Independent
Expert, in respect of which the Independent Expert’s determination has not become final and
binding, shall be finally settled by arbitration. Unless otherwise agreed by both Parties:
(a) For contracts with foreign contractors:
(i) international arbitration with proceedings administered by the international
arbitration institution appointed in the Contract Data, in accordance with the
rules of arbitration of the appointed institution;
(ii) the place of arbitration shall be the city where the headquarters of the appointed
arbitration institution is located or such other place selected in accordance with
the applicable arbitration rules; and
(iii) the arbitration shall be conducted in the language for communications defined in
Sub-Clause 1.4; and
(b) For contracts with domestic contractors, arbitration with proceedings conducted in
accordance with the laws of the Employer’s country.
The arbitrators shall have full power to open up, review and revise any determination of the
Independent Expert, relevant to the dispute. Nothing shall disqualify representatives of the
Parties from being called as a witness and giving evidence before the arbitrators on any matter
whatsoever relevant to the dispute.
Neither Party shall be limited in the proceedings before the arbitrators to the evidence or
arguments previously put before the Independent Expert to obtain its determination, or to the
reasons for dissatisfaction given in its notice of dissatisfaction. Any decision of the
Independent Expert shall be admissible in evidence in the arbitration.
Section VI. General Conditions 153
Arbitration may be commenced prior to or after completion of the Services. The obligations of the
Parties and the Independent Expert shall not be altered by reason of any arbitration being
conducted during the progress of the Services.
20.1.5 Survival
The dispute resolution provisions contained in Sub-Clause 20.1.4 [Arbitration] shall survive
termination of this Contract.
(a) the reason why the Defaulting Party is not able to cure or remedy the Default within the
existing Cure Period,
(b) the additional time that the Defaulting Party requires to cure or remedy the Default and
(c) any other information that is relevant to the Party not in Default’s assessment of the
request.
The Defaulting Party may not give such a notice unless it has diligently sought to cure or remedy
the relevant Default. The Party not in Default must not unreasonably withhold its consent to a
request for such an extension of a Cure Period unless the Party not in Default believes, on
reasonable grounds, that the extension of the Cure Period would have a material adverse effect on
the provision of the Services or the use by the Party not in Default of the Facilities.
In any of these events or circumstances, the Employer may, upon giving 14 days’ notice to the
Contractor, terminate the Contract and expel the Contractor from the Facilities. However, in the
case of sub-paragraph (e) or (f), the Employer may by notice terminate the Contract immediately.
The Employer’s election to terminate the Contract shall not prejudice any other rights of the
Employer, under the Contract or otherwise.
(b) the Costs reasonably incurred by the Contractor in the removal of the Contractor’s
Equipment, Materials and Supplies from the Facilities and in the repatriation of the
Contractor’s Personnel and its Subcontractors’ personnel;
(c) any amounts required to be paid by the Contractor to its Subcontractors in connection
with the termination of any Subcontracts, including any reasonable cancellation charges;
(d) the reasonable Costs incurred by the Contractor in protecting and handing over the
Facilities pursuant to Sub-Clause 21.12 [Actions on Termination]; and
(e) the reasonable Costs of satisfying all other obligations, commitments and claims that the
Contractor may in good faith have undertaken with Third Parties in connection with the
Contract and that are not otherwise covered by this Sub-Clause 21.8 [Payment on
Termination by the Employer for Convenience].
The only payments to be made to the Contractor on termination by the Employer pursuant to Sub-
Clause 21.5 [Termination by the Employer for Convenience] are those set out in this Sub-Clause
21.8. The Contractor shall not make any other claim for lost or foregone profits, revenues,
consequential damages or any other costs, damages, expenses or losses of any kind as a result of or
in connection with the termination of this Contract.
(d) the reasonable Costs incurred by the Contractor in protecting and handing over the
Facilities pursuant to Sub-Clause 21.12 [Actions on Termination];
(e) the reasonable Costs of satisfying all other obligations, commitments and claims that the
Contractor may in good faith have undertaken with Third Parties in connection with the
Contract and that are not otherwise covered by this Sub-Clause 21.8 [Payment on
Termination by the Employer for Convenience]; and
(f) a payment in compensation for lost profits under the contract, which shall be either:
(i) the amount for Liquidated Damages on Termination for Employer Convenience
specified in the Contract Data, or if no such amount is specified,
(ii) the amount of profit the Contractor would be expected to lose as a result of early
termination of the contract. The Contractor shall submit an estimate of this amount.
The Employer shall either pay this amount, or submit it to dispute resolution under
Sub-Clause 20.1 [Dispute Resolution].
The only payments to be made to the Contractor on termination by the Employer pursuant to Sub-
Clause 21.7 [Termination by the Contractor for Cause] are those set out in this Sub-Clause 21.10.
The Contractor shall not make another claim for lost or foregone profits, revenues, consequential
damages or any other costs, damages, expenses or losses of any kind as a result of or in connection
with the termination of this Contract.
with the Employer in such manner as the Employer reasonably requires to ensure that the
Services provided by the Contractor can be provided by another service provider or by
the Employer itself.
(b) leave the Facilities
(c) deliver to the Employer all records related to the Contract and Services
(d) deliver all documents, know-how, information technology software and other intellectual
property required for the provision of the Services and management of the Utility which
were required to be left with the Employer or Utility at the Termination of the Contract
under Clauses 6 [Know-How Transfer and Training] and 15 [Intellectual and Industrial
Property Rights].
161
The following Particular Conditions shall supplement the GC. Whenever there is a conflict, the
provisions herein shall prevail over those in the GC.
162
Table of Forms
Notification of Award...........................................................................................................168
Contract Agreement.............................................................................................................169
Performance Security..........................................................................................................170
Notification of Award
Letter of Acceptance
[letterhead paper of the Employer]
[date]
This is to notify you that your Bid dated [date] for execution of the [name of the Contract
and identification number, as given in the Contract Data] for the Contractor Remuneration
of the equivalent of [amount in numbers and words] [name of currency], as corrected and
modified in accordance with the Instructions to Bidders, is hereby accepted by our Agency.
You are requested to furnish the Performance Security within 28 days in accordance with the
Conditions of Contract, using for that purpose one of the Performance Security Forms
included in Section IX, Annex to the Particular Conditions - Contract Forms, of the Bidding
Document
Authorized Signature:
Name and Title of Signatory:
Name of Agency:
Contract Agreement
Performance Security
Option 1: (Demand Guarantee)
We have been informed that ________________ [name of Contractor] (hereinafter called "the
Contractor") has entered into Contract No. _____________ [reference number of the contract]
dated ____________ with you, for the execution of _____________________ [name of
contract and brief description of Services] (hereinafter called "the Contract").
1
The Guarantor shall insert an amount representing the percentage of the Contractor
Remuneration specified in the Contract and denominated either in the currency(cies) of the
Contract or a freely convertible currency acceptable to the Employer.
Section VIII. Annex to the Particular Conditions – Contract Forms 169
This guarantee shall expire, no later than the …. Day of ……, 2… 2, and any demand for
payment under it must be received by us at this office on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No.
458, except that subparagraph (ii) of Sub-article 20(a) is hereby excluded.
_____________________
[signature(s)]
Note: All italicized text (including footnotes) is for use in preparing this form and shall be
deleted from the final product.
2
Insert the date twenty-eight days after the expected completion date. The Employer should note
that in the event of an extension of the time for completion of the Contract, the Employer would
need to request an extension of this guarantee from the Guarantor. Such request must be in
writing and must be made prior to the expiration date established in the guarantee. In preparing
this guarantee, the Employer might consider adding the following text to the form, at the end of
the penultimate paragraph: “The Guarantor agrees to a one-time extension of this guarantee for
a period not to exceed [six months][one year], in response to the Employer’s written request for
such extension, such request to be presented to the Guarantor before the expiry of the
guarantee.”
170 Section VIII. Annex to the Particular Conditions – Contract Forms
WHEREAS the Contractor has entered into a written Agreement with the Employer dated the
day of , 20 , for ___________________ in
accordance with the documents, plans, specifications, and amendments thereto, which to the
extent herein provided for, are by reference made part hereof and are hereinafter referred to as
the Contract.
NOW, THEREFORE, the Condition of this Obligation is such that, if the Contractor shall
promptly and faithfully perform the said Contract (including any amendments thereto), then
this obligation shall be null and void; otherwise, it shall remain in full force and effect.
Whenever the Contractor shall be, and declared by the Employer to be, in default under the
Contract, the Employer having performed the Employer’s obligations thereunder, the Surety
may promptly remedy the default, or shall promptly:
(1) complete the Contract in accordance with its terms and conditions; or
(2) obtain a Bid or bids from qualified Bidders for submission to the Employer for
completing the Contract in accordance with its terms and conditions, and upon
determination by the Employer and the Surety of the lowest responsive Bidder,
arrange for a Contract between such Bidder and Employer and make available as
work progresses (even though there should be a default or a succession of defaults
under the Contract or Contracts of completion arranged under this paragraph)
sufficient funds to pay the cost of completion less the Balance of the Contractor
Remuneration; but not exceeding, including other costs and damages for which the
Surety may be liable hereunder, the amount set forth in the first paragraph hereof.
The term “Balance of the Contractor Remuneration,” as used in this paragraph,
shall mean the total amount payable by Employer to Contractor under the
Contract, less the amount properly paid by Employer to Contractor; or
(3) pay the Employer the amount required by Employer to complete the Contract in
accordance with its terms and conditions up to a total not exceeding the amount of
this Bond.
The Surety shall not be liable for a greater sum than the specified penalty of this Bond.
Section VIII. Annex to the Particular Conditions – Contract Forms 171
Any suit under this Bond must be instituted before the expiration of one year from the date of
the issuing of the Handback Certificate.
No right of action shall accrue on this Bond to or for the use of any person or corporation
other than the Employer named herein or the heirs, executors, administrators, successors, and
assigns of the Employer.
In testimony whereof, the Contractor has hereunto set his hand and affixed his seal, and the
Surety has caused these presents to be sealed with his corporate seal duly attested by the
signature of his legal representative, this day of 20
.
SIGNED ON on behalf of
By in the capacity of
In the presence of
SIGNED ON on behalf of
By in the capacity of
In the presence of
172 Section VIII. Annex to the Particular Conditions – Contract Forms
Demand Guarantee
We have been informed that ________________ [name of Contractor] (hereinafter called "the
Contractor") has entered into Contract No. _____________ [reference number of the contract]
dated ____________ with you, for the execution of _____________________ [name of
contract and brief description of Services] (hereinafter called "the Contract").
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 Employer.
Section VIII. Annex to the Particular Conditions – Contract Forms 173
on the ___ day of _____, 2___2. 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, ICC Publication No.
458.
____________________
[signature(s)]
Note: All italicized text (including footnotes) is for use in preparing this form and shall be
deleted from the final product.
2
Insert the expected expiration date of the Contract. The Employer should note that in the
event of an extension of the time for completion of the Contract, the Employer would need to
request an extension of this guarantee from the Guarantor. Such request must be in writing and
must be made prior to the expiration date established in the guarantee. In preparing this
guarantee, the Employer might consider adding the following text to the form, at the end of the
penultimate paragraph: “The Guarantor agrees to a one-time extension of this guarantee for a
period not to exceed [six months][one year], in response to the Employer’s written request for
such extension, such request to be presented to the Guarantor before the expiry of the
guarantee.”