african development bank group temporary relocation agency
TRANSCRIPT
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African Development Bank Group
Temporary Relocation Agency
Corporate Procurement Division
Fax: (256) 234 011
November 2013
ADB/NCB/AOFO/2013/0160
OUTFITTING OF AFRICAN DEVELOPMENT BANK – ANGOLA FIELD OFFICE
AT GIKA COMPLEX, GARDEN TOWERS, GIKA, LUANDA - ANGOLA
_____________________________________________________________________________
This solicitation has a reference to the National Competitive Bidding tender No.
ADB/NCB/AOFO/2013/0160, which was published locally in Journal d’Angola newspaper
and on the African Development Bank’s website, www.afdb.org.
Section I. Instructions to Bidders 4
Annex A. List of Member Countries 19
Annex B. General Terms and Conditions 20
Section II Standard Bidding forms 27
A.Qualification information 28
B. Bank guarantee for advance payment 30
C. Performance Bank Guarantee 31
Section III. Bid data sheet 32
Section IV. Specifications 34
Section V. Drawings 36
Section VI. Evaluation and Qualification Criteria 37
Section VII. Bill of quantities 38
Contract Sample 46
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Section I. Instructions to bidders (ITB)
Table of Contents
1. Scope of Bid 4
2. Eligible Bidders 4
3. Qualification of Bidder 4
4. Bidder’s Bid 4
5. Assignments and Sub-contracting 5
6. Cost of Bidding 5
7. Contract type 5
8. Mandatory Site Visit and Pre-bid meeting 5
9. Content of Bidding Documents 5
10. Clarification of Bidding Documents 6
11. Language of Bid 6
12. Documents Comprising the Bid 6
13. Bid Prices and cost of bidding 6
14. Currency of Bid and Payment 6
15. Bid Validity 7
16. Bid Security 7
17 Format and Signing of Bid 7
18. Sealing and Marking of Bids 7
19. Deadline for Submission of Bids 9
20. Late Bids 9
21. Modification and Withdrawal of Bids 9
22. Bid Closing and Opening 9
23. Process to be Confidential 10
24. Clarification of Bids 10
25. Examination of Bids and Determination of Responsiveness 10
26. Correction of Arithmetic Errors 11
27. Currency for Bid Evaluation 11
28. Evaluation and Comparison of Bids 11
29. Award of Contract 12
30. Banks Right to Accept any Bid to Reject any or all Bids 12
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____
31. Notification of Award and Signing of Agreement 13
32. Advance Payment 12
33. Taxes and Duties 13
34. Fraud and Corruption 13
35. Performance Security 14
36. Insurance 14
37. Plant, tools and Vehicles 14
38. Security of Works 15
39. General Scaffolding 15
40. Transport 15
41. Supervison and working hours 15
42. Samples 15
43. Taking and Transportation 15
44. Day Works 16
45. Program and Progress Chart 16
46. Site Record 16
47. Visitors to Site 16
48. Removal of Rubbish and Works to be delivered up clean 16
49. Defects Liability and Retention fee 16
50. Cost of Repairs 17
51. Completion 17
52. Take over and reception 17
53. Payment upon termination 17
54. Property 17
55. Final Payment 17
56. Acceptance of all terms and Conditions and requirements set forth 18
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Section I. Instructions to bidders
1. Scope of Bid
1.1 The African Development Bank (“the Bank or the AfDB”) invites sealed bids for works
from eligible Bidders for the provision the following services:
Lot1: Civil works (partitioning, floor covering, ceilings, paintwork, Decoration, Plumbing,, Blinds,
Signage and other associated works ),
Lot 2: Electrical installations (Power supply and distribution including Switch Boards,
lighting, socket outlets cabling, Emergency power supply system (UPS) etc.),
Lot 3: IT Infrastructures (Network Cabling, Supply and Installation of LAN & Telecoms
equipment, WIFI, and active devices),
Lot 4: Technical Security Installations (supply, installation and maintenance of integrated
Access control, CCTV, intrusion detection and Fire detection systems)
Lot 5: HVAC Installations (Supply and install of an air-conditioning system, extraction
accessories, air flow regulation and associated electrical works) and
Lot 6: Office furniture (Supply and install of workstations, cupboards, chairs, etc.).
1.2 For AfDB Angola Field office, as described in the specifications and Bill of Quantities
indicated in section IV V, VI and VII. the description and identification number of the
bid is ADB/NCB/AOFO/2013/0160
1.3 The office space at the 18th
floor of Garden Tower B has two blocks 3 & 4 with a total
area of about 800 sqm. Bidders shall take care to ensure that, at all times during the
duration of the contract.
1.4 The successful Bidder will be expected to complete the Works within four months.
2. Eligible Bidders
1.1 This Invitation for Bids is open to all Bidders from eligible countries as defined in the AfDB
Rules of Procedure for Procurement of Goods and Works [see Annexure A]. Any materials,
equipment, and services to be used in the performance of the Contract shall have their origin
in eligible source countries.
2.2 Government owned enterprises in the host country may participate only if they can
establish that they (i) are legally and financially autonomous; and (ii) operate under
commercial law. No dependent agency of the host country under a Bank financed project
shall be permitted to bid or submit a proposal for the procurement of goods or works
under this procurement.
3. Qualification of Bidder
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3.1 All bidders shall provide in Section II - Qualification Information, a preliminary
description of the proposed work method and schedule, including drawings and charts, as
necessary, including the people who will be involved in the works.
3.2 To qualify for award of the Contract, bidders shall meet the minimum qualifying criteria
specified in ITB 28.
4. Bidder’s Bid
4.1 Each Bidder shall submit only one Bid per lot of works, either individually or as a partner in
a joint venture. A Bidder who submits or participates in more than one Bid per lot of works
will be disqualified.
4.2 Partners in a joint venture shall be jointly and severally liable for the execution of the
Contract.
5. Assignment and Subcontracting
a) The Contractor shall not assign, transfer or make any other disposition of any of its
rights and obligations under this Contract, in whole or in part, except with the prior
written consent of the Bank.
b) The Contractor shall not subcontract the whole or any part of the Works to any
person or entity except with the prior written consent of the Bank given in respect of
the particular person or entity.
c) Notwithstanding any such consent given by the Bank pursuant to Articles a) or b)
above, the Contractor hereby guarantees full compliance by each of the Contractor’s
Associates with the terms of this Contract and the prompt performance by each of
them of the subcontracted parts of the Works. The Contractor further represents and
warrants that it shall be fully responsible as primary obligor to the Bank regarding
the manner and standard of performance of the Works.
6. Cost of Bidding
6.1 The Bidder shall bear all costs associated with the preparation and submission of his bid,
and the Bank shall not be responsible or liable for those costs regardless of the conduct or
outcome of the bidding process.
7. Contract Type
7.1 The contract resulting from this solicitation will be a lump-sum contract.
8. Mandatory Site Visit and Pre-bid meeting
8.1 The Bidder, at the Bidder’s own responsibility, expenses and risk, is to visit and examine the Site
of Works and its surroundings and obtain all information that may be necessary for preparing the
Bid and entering into a contract for each specific lot as indicated in the attached BOQ and
specifications for the African Development Bank, Luanda Angola. The site visit shall be on
Friday 29th
November 2013 09.30 to 10.30 hours.
8.2 The Pre-bid meeting will be held on the same date after mandatory site visit on the
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Friday 29th November 2013 11.00 AM to 12.00 noon. Luanda, Time at the African
Development Bank Group, Angola Country Office (AOFO) located on 2nd floor
, Edificio Rei katyavala, Ingombota, Maculusso, Luanda tel : +244 222 701000 or
+244 930 049256. The costs of visiting the Site and pre-bid meeting shall be at the
Bidder’s own expense.
9. Content of Bidding Documents
9.1 Section I Instructions to Bidders
Annex A List of member countries
Annex B General Conditions of Contract
Section II Standard Forms:
a) Qualification Information
b) Bank Guarantee for Advance Payment
c) Performance Bank guarantee.
Section III Bid Data Sheet
Section IV Specifications
Section V Drawings
Section VI Evaluation and qualification criteria
Section VII Bill of Quantities
Annex C: Contract sample ( with Exhibit 1,2 and 3)
10. Clarification of Bidding Documents
10.1 A prospective bidder may request the Bank in writing for clarifications of the bidding
documents. The Bank shall respond to such requests if received no later than 7 days before
bid closing date. The Bank shall also post on the Bank’s Internet the responses and send
copies of responses to all those Bidders who have obtained the bidding documents, without
identifying the originator of the request. Similarly, prior to the deadline for submission of
bids, the Bank may modify the bidding documents by issuing addenda.
11. Language of Bid
11.1 The Bank has two (2) official languages, English and French. All documents relating
to the Bid and Contract shall be in English or French
12. Documents Comprising the Bid
12.1 The Bid submitted by the Bidder shall comprise the following:
(a) The Bid response in compliance with ITB 28
(b) Qualification Information and Documents in Section II
(c) Priced Bill of Quantities;
13. Bid Prices and Cost of bidding
13.1 The Contract shall be for Works, as described in Scope of Work Article 1, Sub- Clause 1.1,
based on the priced Bill of Quantities submitted by the Bidder.
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13.2 The Bidder shall fill in rates and prices for all items of the Works described in the Bill
of Quantities. Items for which no rate or price is entered by the Bidder will not be paid for by
the Bank when executed and shall be deemed covered by the other rates and prices in the Bill
of Quantities.
13.3 The rates and prices quoted by the Bidder shall be separately indicated. The Bidder shall
submit with the Bid all the information required on sub-clause 12.1.
14. Currency of Bid and Payment
14.1 The unit rates and prices shall be quoted by the Bidder entirely in the currency of the Bank’s host
country as specified in the bid data sheet. Foreign currency requirements shall be indicated as a
percentage of the Bid price (excluding provisional sums1) and shall be payable at the option of
the Bidder in (a) the currency of the Bidder’s home country or (b) a currency widely used in
international trade, always provided that a Bidder expecting expenditures in currency(ies) other
than those stated in (a) or (b) above for portions of the foreign currency requirements, and
wishing to be paid accordingly, shall indicate the relevant currencies and percentages in the Bid.
14.2 The rates of exchange to be used by the Bidder in arriving at the local currency equivalent and
the percentage(s) mentioned in Sub-Clause 14.1 above shall be the selling rates for similar
transactions established by the authority specified in the Bid Data Sheet prevailing on the date 28
days prior to the latest deadline for submission of bids. These exchange rates shall apply for all
payments so that no exchange risk will be borne by the Bidder.
14.3 Bidders shall indicate details of their expected foreign currency requirements in the Bid.
14.4 Bidders may be required by the Bank to clarify their foreign currency requirements and to
substantiate that the amounts included in the rates and prices and in the Contract Data are
reasonable and responsive to Sub-Clause 14.1.
15. Bid Validity
15.1 Bids shall remain valid for the period of 90 days as specified in the Bid Data Sheet. The Bank
may request that the Bidders extend the period of validity for a specified additional period. The
request and the bidders’ responses shall be made in writing or by cable or by a fax. A Bidder
may refuse the request in which case he may withdraw his bid without penalty. A Bidder
agreeing to the request will not be required or permitted to otherwise modify the Bid.
16. Bid Security N/A
17. Format and Signing of Bid
17.1 This is a single envelope bid, the Bidder shall prepare ONE original of the documents
comprising the Bid as described in Clause 12 of these Instructions to Bidders, with the
Form of Bid, and clearly marked "ORIGINAL". In addition, the Bidder shall submit
FOUR copies of the Bid, clearly marked as "COPIES". In the event of discrepancy
between them, the original shall prevail.
1 Provisional sums are monetary sums specified by the Bank in the Bill of Quantities, to be used at his
discretion for nominated subcontractors and other specified purposes.
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17.2 The original and all copies of the Bid shall be typed or written in indelible ink and shall
be signed by a person or persons duly authorized to sign on behalf of the Bidder. All
pages of the Bid where entries or amendments have been made shall be initialed by the
person or persons signing the Bid.
17.3 The Bid shall contain no alterations or additions, except those to comply with instructions
issued by the Bank, or as necessary to correct errors made by the Bidder, in which case,
such corrections shall be initialed by the person or persons signing the Bid.
18. Sealing and Marking of Bids
18.1 The Bidder shall seal the original and all copies of the Bid in inner envelopes and one
outer envelope, duly marking the inner envelopes as “ORIGINAL” and “COPIES”.
18.2 The inner and outer envelopes shall:
(a) be addressed to the Bank at the address provided in the Bid Data Sheet;
(b) bear the name and identification number of the solicitation.
(c) provide a warning not to open before the specified time and date for Bid
opening as defined in the Bid Data Sheet.
18.3 In addition to the identification required in Sub-Clause 17.2, the inner envelope shall indicate
the name and address of the Bidder to enable the Bid to be returned unopened in case it is
declared late, pursuant to Clause 20.1. The internal envelope placed together in a large single
sealed envelope with the inscription “external envelope”, must be anonymous and, carry only
the following label which should be photocopied and placed on the external envelope:
Resident Representative
African Development Bank
Angola Field Office
2nd floor
Edificio Rei katyavala
Ingombota, Maculusso
P.O. Box 3198
Luanda
Angola
Telephone: +244 222 701000 or +244 930 049256
e- mail address: [email protected]
INVITATION FOR BIDS – DO NOT OPEN UNTIL ON BID OPENING
DAY: Reference: ADB/NCB/AOFO/2013/0160
OUTFITTING OF AFRICAN DEVELOPMENT BANK – ANGOLA FIELD
OFFICE AT GIKA COMPLEX, GARDEN TOWERS, GIKA, LUANDA –
ANGOLA
Closing Date and Time: Thursday 19th
December 2013 – 14:00 hours, Luanda, Angola
local Time
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18.4 It is the sole responsibility of the bidders to ensure that the sealed envelope containing the
proposal reaches the above address before the time and date indicated in paragraph 4 above.
When delivered by hand, the proposals must be delivered at the above address during the
Bank’s working hours from 0800 hrs to 1200 hrs and from 1400 hrs to 1600 hrs, Monday
through Friday except for holidays observed by in Angola Country and the African
Development Bank. Delivery to any other office of the African Development Bank will be at
the risk of the bidder and will not constitute timely delivery. Proposals received after the
above-mentioned closing time or deadline shall be rejected. If the deadline for submission
happens to be a holiday, the proposals will be opened at the same time on the next working
day. The Bank may extend the deadline for submission of proposals at any time without
incurring any liability to the bidders.
18.5 If the outer envelope is not sealed and marked as above, the Bank will assume no responsibility
for the misplacement or premature opening of the Bid.
19. Deadline for Submission of Bids
19.1 Bids shall be delivered to the Bank at the address specified below no later than Thursday
the 19th
December at 2.00pm Luanda, Angola local, with inscription
ADB/NCB/AOFO/2013/0160 on the envelope addressed to;.
African Development Bank
Angola Field Office
2nd floor
Edificio Rei katyavala
Ingombota, Maculusso
Luanda
Angola
P.O. Box 3198
Telephone: +244 222 701000 or +244 930 049256
e- mail address: [email protected]
19.2 The Bank may extend the deadline for submission of bids by issuing an amendment in
accordance with Clause 15, in which case all rights and obligations of the Bank and the bidders
previously subject to the original deadline will then be subject to the new deadline.
20. Late Bids
20.1 Any Bid received by the Bank after the deadline prescribed in Clause 19 will be returned
unopened to the Bidder.
21. Modification and Withdrawal of Bids
21.1 Bidders may modify or withdraw their bids by giving notice in writing before the deadline
prescribed in Clause 19.2
21.2 Each Bidder’s modification or withdrawal notice shall be prepared, sealed, marked, and
delivered in accordance with Clauses 18 and 19, with the outer and inner envelopes additionally
marked “MODIFICATION” or “WITHDRAWAL,” as appropriate.
21.3 No Bid may be modified after the deadline for submission of Bids.
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21.4 Withdrawal of a Bid between the deadline for submission of bids and the expiration of the
period of Bid validity specified in the Bid Data Sheet or as extended pursuant to Sub-Clause
19.2 will result in the forfeiture of the Bid Security pursuant to Clause 16.
21.5 Bidders may only offer discounts to, or otherwise modify the prices of their bids by submitting
Bid modifications in accordance with this clause, or included in the original Bid submission.
Discounts or any modification to bid prices not submitted in accordance with Clause 21 shall be
rejected.
22. Bid Closing and Opening
22.1 The Bank will open the bids including modifications, at the time and in the place specified in
the Bid Data Sheet, being Monday 19th December 2013 3.00pm Luanda, Angola local
time. The bidders’ names, the Bid prices, the total amount of each Bid, any discounts, bid
modifications and withdrawals will be verified by the Bank at the opening. There will be no
public opening.
22.1.1 Bids or modifications that are not opened and read out at bid opening shall not be considered
further for evaluation, irrespective of the circumstances. In particular, any discount offered by
a Bidder which is not read out at bid opening shall not be considered further.
23. Process to be Confidential
23.1 Information relating to the examination, clarification, evaluation, and comparison of bids and
recommendations for the award of a contract shall not be disclosed until the award to the
successful Bidder has been announced. Any effort by a Bidder to influence the Bank’s
processing of bids or award decisions may result in the rejection of Bidders Bid.
24. Clarification of Bids
24.1 To assist in the examination, evaluation, and comparison of bids, the Bank may, at the Bank’s
discretion, ask any Bidder for clarification of the Bidder’s Bid. The request for clarification and
the response shall be in writing or by e-mail, telex, or facsimile, but no change in the price or
substance of the Bid shall be sought, offered, or permitted except as required to confirm the
correction of arithmetic errors discovered by the Bank in the evaluation of the bids in
accordance with Clause 26.
25. Examination of Bids and Determination of Responsiveness
25.1 Prior to the detailed evaluation of bids, the Bank will determine whether each bid is
substantially responsive to the requirements of the bidding documents. A substantially
responsive Bid is one, which conforms to all the terms, conditions and specifications of the
bidding documents, without material deviation or reservation. A material deviation or
reservation is one:
(a) which affects in any substantial way the scope, quality, or performance of
the Works; or
(b) which limits in any substantial way, inconsistent with the documents, the
Bank’s rights or the Bidder’s obligations under the Contract; or
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(c) Whose rectification would affect unfairly the competitive position of other
bidders presenting substantially responsive bids?
25.2 If a Bid is not substantially responsive, it will be rejected by the Bank, and may not
subsequently be made responsive by correction or withdrawal of the nonconforming deviation
or reservation.
25.3 Pass / Fail Evaluation Criteria
25.3.1 Evaluation will be conducted through the procedures prescribed by the Bank’s rules
for internal acquisition of goods and services. The pass/fail criteria are as follows:
(a) Bidders must originate from one of the Bank’s member countries, be established
under the laws of a member country, whose the majority of the capital is owned by
nationals of member countries, and which are settled in one of the member
countries. The complete list of member countries is available in the Instructions for
Bidding (IFB) Document, Annex A.
(b) Should provide audited Financial Statements or if not required by laws of the
bidder’s county then provide other financial statements acceptable to the Bank
demonstrating the current bidder’s financial position for the last three years,
(2010, 2011 and 2012 ) with an average annual income of Lot 1: US$ 1,000,000,
Lot 2: US$500,000, Lot 3: US$500,000 Lot 4: US$ 400,000, Lot 5: US$ 400,000
and Lot 6: US$ 400,000
(c) Experience as a prime contractor in the respective industry of at least three works
of a similar nature and complexity to the works required under this tender, over
the last 5 years.
(d) A Project Manager (Engineer) with a minimum five years experience in works of
an equivalent nature and volume and must be a qualified member registered by Institute of Engineers ( CV of this project manager must be attached).
(e) Registered with the Ministry Construction and Urbanization.
(f) Proposed products shall originate from ADB Member countries
(g) Joint venture agreement (if applicable)
(h) Submission of work programme
(i) Attendance of Mandatory Site visit and pre-bid conference.
(j) Provide a list of the equipment that will be used during the project
26. Correction of Arithmetic Errors
26.1 Bids determined to be substantially responsive will be checked by the Bank for any
arithmetic errors. Errors will be corrected by the Bank as follows:
(a) where there is a discrepancy between the amounts in figures and in words,
the amount in words will govern;
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(b) where there is a discrepancy between the unit rate and the line item total
resulting from multiplying the unit rate by the quantity, the unit rate as
quoted will govern; and
(c) The Bidder will be advised, if the Bidder refuses to accept the correction
his Bid will be rejected, and the Bid Security will be forfeited in contrary to
Clause 16.
27. Currency for Bid Evaluation
27.1 The bidder can express their bids in any freely convertible currency or Angola Kwanza. For
the purpose of the evaluation, the Bank will convert all bid prices into the Bank’s Units of
Accounts (UA) by using the Bank’s monthly moving average rate for the applicable month
(deadline for submission of quotations).
28. Evaluation and Comparison of Bids
28.1 The Bank will evaluate and compare only the bids determined to be substantially responsive
in accordance with Clause 25.
28.2 Evaluation will be carried out by individual lots.
28.3 In evaluating the bids, the Bank will determine for each Bid the evaluated Bid price by
adjusting the Bid price as follows:
(a) making any correction for errors pursuant to Clause 26;
(b) Making appropriate adjustments to reflect discounts or other price
modifications offered in accordance with Sub-Clause 21.5.
28.3 The Bank may waive any minor informality or non-conformity, which does not constitute a
material deviation, provided such waiver does not prejudice or affect the relative standing of
any Bidder.
29. Award of Contract
29.1 Subject to Clause 25, the Bank will award the Contract to the Bidder whose Bid has been
determined to be substantially responsive to the bidding documents and who has offered the
lowest evaluated Bid price, provided that such Bidder has been qualified in accordance with the
provisions of Clause 4.
29.2 Options will be negotiated only with successful bidder.
30. Banks Right to accept any Bid to reject any or all Bids
30.1 Notwithstanding Clause 29, the Bank reserves the right to accept or reject any Bid, and to cancel
the bidding process and reject all bids, at any time prior to the award of Contract, without
thereby incurring any liability to the affected Bidder or bidders or any obligation to inform the
affected Bidder or bidders of the grounds for the Bank’s action.
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31. Notification of Award and Signing of Agreement
31.1 The Bidder whose Bid has been accepted will be notified of the award by the Bank prior to
expiration of the Bid validity period by registered letter. The notification of award will
constitute the formation of the Contract, and will be substantiated by the Bidder signing the
Agreement in accordance with Sub-Clause 31.2.
31.2 The Bank will send the successful Bidder the Agreement attached as appendix 1, provided in
the bidding documents incorporating all agreements between the Bank and the successful
Bidder. Upon receipt of the contract the successful Bidder will sign the Agreement and deliver
it to the Bank.
32. Advance Payment
32.1 The Bank will provide an Advance Payment as stipulated in the Conditions of Contract,
subject to a maximum amount not to exceed 30% of the contract sum. The Advance Payment
request shall be accompanied by an Advance Payment Security (Guarantee) in the form
provided in Section II. For the purpose of receiving the Advance Payment, the Bidder shall
make and estimate of, and include in its Bid, the expenses that will be incurred in order to
commence work. These expenses will relate to the purchase of equipment, machinery,
materials, and on the engagement of labor during the first month beginning with the date of
the Bank’s “Notice to proceed”.
32.2 The advance payment shall be repaid by deducting proportionate amounts from payments
otherwise due to the Contractor, following the schedule of completed percentages of the
Works and Related Services on a payment basis.
33. Taxes and Duties
33.1 Prices indicated in the Supplier’s bid shall, at all times, be deemed to be firm and not subject
to revision. Supplies for the Bank are exempted from taxes and Customs duty. Accordingly
prices shall be quoted or invoiced free and clear of all applicable taxes, including value
added tax, sales taxes, duties, fees, levies or surcharges imposed by, or pursuant to the laws,
statutes or regulations of any governmental agency or authority. If a Supplier is unable to
quote or invoice exclusive or all applicable taxes, such taxes shall be separately set forth on
the quote or invoices. The Bank will require the following documents for obtaining
exoneration from payment of taxes.
i) Copies of the detailed packing list and any document relating to the property and /or
right of use of the goods.
ii) Transport documents (AWB/B/L, postal receipt) and the insurance certificate, if
delivery CIF/CIP.
34. Fraud and Corruption
It is the Bank’s policy to require bidders/ suppliers/ contractors/ concessionaires under
Bank-financed procurement to observe the highest standards of ethics during the
procurement and the execution of contracts under such procurement.
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34.1 The Bank defines, for the purposes of these provisions, the terms set forth below as
follows:
(a) “corrupt practice” means the offering, giving receiving or soliciting of
anything of value to influence the action of a public official in the
procurement process or in contract execution, and includes, inter alia,
bribery and extortion or coercion which involve threats of injury to
person, property or reputation; and
(b) “fraudulent practice” is any act or omission including misrepresentation
of facts in order to influence a procurement process or the execution of a
contract to the detriment of the Bank, and includes collusive practices
among bidders or between bidders and Bank (prior to or after bid
submission) designed to establish bid prices at artificial, non-competitive
levels.
(c) “collusive practice” is an arrangement between two or more Bidders,
designed to achieve an improper purpose, including to influence
improperly the actions of another party;
(d) “coercive practice” means impairing or harming or threatening to harm,
directly or indirectly, persons or their property to influence their
participation in the procurement process or affect the execution of a
contract;
(e) “Obstructive practice” is 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, collusive or
coercive or practice; and/or threatening, harassing or intimidating any
party to prevent it from disclosing its knowledge of matters relevant to
the investigation or from pursuing the investigation or acts intended to
materially impede the exercise of the Bank’s inspection and audit rights.
34.2 The Bank will, following its own investigation and determination in accordance with
its procedures:
(a) declare a firm ineligible, either indefinitely or for a stated period of time,
to be awarded a Bank-financed contract if it at any time determines the
firm has engaged in corrupt or fraudulent practices in competing for, or
in executing, a Bank-financed contract. A firm declared ineligible by the
Bank in accordance with this sub-paragraph shall be ineligible to be
awarded a Bank-financed contract during the period of time determined
by the Bank.
34.3 The Bank reserves the right, where a firm has been found by a national or international
entity to have engaged in corrupt or fraudulent practice, to declare that such a firm is
ineligible, for a stated period of time, to be awarded a Bank-financed contract.
34.4 The Bank will have the right to require that, in contracts financed by the Bank, a
provision be included requiring suppliers and contractors to permit the Bank to inspect
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their accounts and records relating to the performance of the contract and to have them
audited by auditors appointed by the Bank.
35. Performance Security
35.1 Within 10 days after receipt of the Letter of Acceptance, the successful Bidder shall
deliver to the Bank a Performance Security in the amount and in the form (Bank
Guarantee) stipulated in the Contract Data, denominated in the type and proportions of
currencies in accordance with the Conditions of Contract.
35.2 If the Performance Security is provided by the successful Bidder in the form of a Bank
Guarantee, it shall be issued either (a) at the Bidder’s option, by a bank located in the
country of the Bank or a foreign bank through a correspondent bank located in the
country of the Bank AfDB or (b) with the agreement of the AfDB directly by a foreign
bank acceptable to the Employer.
35.3 In lieu of performance security / bond, the contractor may request the Bank to retain 10%
of the Contract Amount which will be cleared as follows;
a) Five percent (5%) released within twenty-eight days after six months (6) defects
liability period following the final acceptance of the works;
b) Remaining five percent (5%) released within twenty-eight days after a one (1) year
defects liability period following the final acceptance of the works.
35.4 Failure of the successful Bidder to comply with the requirements of performance security
shall constitute sufficient grounds for cancellation of the award.
36. Insurance
36.1 The Contractor shall be responsible for insurance coverage for its experts and employees
performing the Works in accordance with relevant industry norms and standards. The
Bank shall have no responsibility whatsoever for such coverage or for any expenses that
the Contractor or its employees, agents, affiliates, subcontractors or other persons
deriving authority from the Contractor (collectively hereinafter referred to as the
“Contractor’s Associates”) may incur.
37. Plant, Tools and Vehicles
37.1 Contractors shall provide all necessary plant, tools and vehicles required for the proper
execution of the works and remove when no longer required. Contractor will allow for
adapting from time to time as may be necessary and maintaining all plants, tools and
other equipment during the course of the contract.
38. Security of works
38.1 Contractors shall be entirely responsible for the security of works, stores, material, plant
and personnel both for his own and sub-contractor and must provide all necessary
watching, lighting and other precautions as necessary to ensure security. Works will be
in security controlled building therefore diligence is required in maintaining security
both day and night.
Page 16 of 66
39. General Scaffolding
39.1 Contractors shall provide, erect and subsequently remove when no longer required all
necessary scaffolding including all external scaffolds and movable platform. Due to the
nature of the work, scaffolding will be limited.
40. Transport
40.1 Contractors will allow for transport of workmen, materials and equipments to and from
the site at such hours and by such routes as may be permitted, taking into account of
working off- normal working hours.
41. Supervision and Working hours
41.1 The works shall be executed under the direction and to the reasonable satisfaction of the
Project Coordinator, the Bank’s Architect who shall, at all times, during normal
working hours have access to all works or any other places where such work is being
prepared for the contract.
41.2 Working hours shall be those generally in force. No work will be carried out at night or
on gazette holidays unless the Bank and Architect direct so, working hours as specified
on sub-clause 18.4.
42. Samples
42.1 Contractor shall furnish at his own cost any samples of materials, goods or
workmanship including aluminum sections and MDF boards, electric cables, fire
equipment and any other necessary samples depending on the respective lot to be called
for by the Architect for his approval or rejection and any further samples are approved
by the Architect and the Client.
42.2 Contractor shall allow in his tender bid for such samples except those in connection
with nominated sub-contractor.
43. Taking Delivery and Transporting
43.1 Where in the Bills of Quantities items have been inserted for attendance upon
nominated Suppliers, the Contractors will be required to take delivery of the specific
items in Accra, Ghana, load up and transport them to the site, unload and store until
required, and transportation and delivery will be at the Contractor’s expenses.
44. Day Works
44.1 Day works shall only be executed with the prior written permission of the Architect.
Where this authority is given, original vouchers giving the fullest particulars of hours
worked, names of craftsmen and laborers, description of work executed, quantities and
other related variables, will be recorded.
Page 17 of 66
45. Program and Progress Chart
45.1 Contractor shall prepare a full detailed programme and progress chart in the form of bar
chart, precedence diagram or network analysis to coincide with the various sectional
completions dates if any and must accurately detail the entire operations of the
contractor.
46. Site Records
46.1 Contractor shall keep an accurate Site Diary in which he shall record all happenings and
events which might affect the progress and quality of the works, including weather
conditions, number of Artisans, laborers and other employees.
47. Visitors to the Site
47.1 Contractor shall control all visitors to the site and keep unauthorized visitors and
provide a visitors book and ensure that all authorized visitors, including Consultants
and Employer’s (the Bank) staff therein.
47.2 Contractor, upon request shall deliver diary and visitors book into safe custody of the
Architect on completion of the works and shall at all reasonable times, during the
progress of the works, make them available for inspection.
48. Removal of Rubbish and Works to be delivered up Clean
48.1 Contractor shall remove all rubbish and debris from the buildings and site as it
accumulates and at completion of the works and remove all plant, scaffolding and
unused materials at completion and deliver the works clean.
48.2 Clean all existing / reused partitions clean all floors, sanitary fittings, glass inside and
outside, and any other part of the works which may require it. The Contractor shall
clean and flush all gutters, manholes and drains, wash (except where such treatment
might cause damage) and clean all floors, sanitary fittings, glass inside and outside, and
any other part of the works which may require it.
49. Defects Liability Period and Retention fee
(a) The Defect Liability Period under this Contract is one year from the date of
successful completion of the work by the Contractor and acceptance thereof by the
Bank.
(b) The Bank shall retain 10 % of the contract value until the end of the Defects
Liability Period. The Bank shall pay the Contractor the Retention upon certification
by the Bank’s Project Representative that the Contractor has corrected all known
defects.
Page 18 of 66
50. Cost of Repairs
50.1 Loss or damage to the Works and Related Services or Materials to be incorporated in the
Works and Related Services between the Start Date and the end of the Defects Correction
periods shall be remedied by the Contractor at the Contractor’s cost if the loss or damage
arises from the Contractor’s acts or omissions.
51. Completion
51.1 The Contractor shall request the Bank, to issue a certificate of Completion of the Works and
Related Services, and the Project Manager shall do so upon
Deciding that the work is completed.
52. taking over and acceptance
52.1 The Bank shall accept the Site and the Works and Related Services within seven days of the
Bank issuing a certificate of Completion.
53. Payment upon Termination
53.1 If the Contract is terminated because of a fundamental breach of Contract by the Contractor,
the Project Manager shall issue a certificate for the value of the work done and Materials
ordered, less advance payments received up to the date of the issue of the certificate and less
the actual cost to the Bank for the procurement and eventual completion of the portion of the
work not completed by Contractor. Additional Liquidated Damages shall not apply. If the
total amount due to the Bank exceeds any payment due to the Contractor, the difference shall
be a debt payable to the Bank.
53.2 If the Contract is terminated for the Bank’s convenience or because of a fundamental breach
of Contract by the Bank, the Bank shall issue a certificate for the value of the work done,
Materials ordered, the reasonable cost of removal of Equipment, repatriation of the
Contractor’s personnel employed solely on the Works and Related Services, and the
Contractor’s costs of protecting and securing the Works and Related Services, and less
advance payments received up to the date of the certificate.
54. Property
54.1 All Materials on the Site, Plant, Equipment, Temporary Works and Related Services, and
Works and Related Services shall be deemed to be the property of the Bank if the Contract
is terminated because of the Contractor’s default.
55. Final Account
55.1 The Contractor shall supply the Bank with a detailed account of the total amount that the
Contractor considers payable under the Contract before the end of the Defects Liability
Period. The Project Manager shall issue a Defects Liability Certificate and certify any final
payment that is due to the Contractor within 30 days of receiving the Contractor’s account if
it is correct and complete. If it is not, the Project Manager shall issue within 30 days a
schedule that states the scope of the corrections or additions that are necessary. If the Final
Account is still unsatisfactory after it has been resubmitted, the Project Manager shall
decide on the amount payable to the Contractor and issue a payment certificate.
Page 19 of 66
56. Acceptance of all terms and Conditions and requirements set forth
56.1 It shall be clearly understood that by submitting a bid in response to this solicitation, a
Bidder shall be deemed to have accepted all terms, conditions and requirements set
forth in these specifications, terms and general conditions unless otherwise clearly
noted and explained in the response to bid why these terms, conditions and
requirements are not accepted.
56.2 It shall be noted that lack of acceptance of terms, conditions and requirement of this
Solicitation will render the bid non-responsive.
Page 20 of 66
ANNEX A - LIST OF MEMBER COUNTRIES OF THE BANK
REGIONAL COUNTRIES (*means location of existing or future Bank offices)
1. Algeria* 2. Angola* 3. Benin 4. Botswana
5. Burkina Faso* 6. Burundi 7. Cameroon* 8. Cape Verde
9. Central African
Rep.
10. Chad* 11. Comoros 12. Congo
13. Côte d’Ivoire* 14. Democratic Rep
of Congo*
15. Djibouti 16. Egypt*
17. Equatorial Guinea 18. Eritrea 19. Ethiopia* 20. Gabon*
21. Gambia 22. Ghana* 23. Guinea 24. Guinea Bissau
25. Kenya* 26. Lesotho 27. Liberia 28. Libya
29. Madagascar* 30. Malawi* 31. Mali* 32. Mauritania
33. Mauritius 34. Morocco* 35. Mozambique* 36. Namibia
37. Niger 38. Nigeria* 39. Republic of South
Africa
40. Rwanda*
41. Sao Tome &
Principe
42. Senegal* 43. Seychelles 44. Sierra Leone*
45. Somalia 46. Sudan* 47. Swaziland 48. Tanzania*
49. Togo 50. Tunisia* 51. Uganda* 52. Zambia
53. Zimbabwe
NON REGIONAL COUNTRIES
1. Argentina 2. Austria 3. Belgium 4. Brazil
5. Canada 6. China 7. Denmark 8. Finland
9. France 10. Germany 11. India 12. Italy
13. Japan 14. Korea 15. Kuwait 16. Netherlands
17. Norway 18. Portugal 19. Saudi Arabia 20. Spain
21. Sweden 22. Switzerland 23. United Kingdom 24. United States of
America
Page 21 of 66
Annexure V – General Terms and Conditions for the Purchase of Goods
(Version 07/2003)
.1 Constitution of Contract
i) The submission of any bid shall
constitute acceptance of the African
Development Bank General Terms and
Conditions for the Purchase of Goods
(General Conditions), except to the extent
they may be modified by Special Conditions
attached to the Purchase Order (PO). These
General Conditions are an integral part of the
PO to which they are attached.
ii) No additional or inconsistent
provisions and no variations in or
modifications of that PO made by the
Supplier shall be binding unless agreed to in
writing by the Bank. For the purpose of the
PO, “AfDB” or the “Bank” shall mean the
African Development Bank and the African
Development Fund.
iii) Any of the following shall
constitute the bidder’s unqualified acceptance
of the PO: (a) no objection of the Supplier
received by the Bank within 5 working days
of the receipt of the PO; (b) delivery of any
supplies under the PO; (c) commencement of
performance of services; or (d) acceptance of
any payment.
iv) In the event of any conflict,
inconsistency or ambiguity between the terms
of these General Condition and the PO, the
interpretation shall be resolved by giving
precedence to the PO.
2. Performance of Contract
i) The Supplier shall not assign,
transfer or subcontract any of its obligations
under the PO. It shall be solely responsible
for the performance of the PO in every
respect. The Supplier shall indicate the PO
number on all correspondence, which shall be
addressed to the Bank unless otherwise
stated. The Supplier shall immediately report
to the Bank in writing any problems
encountered which may jeopardize the
performance of the PO.
ii) The Supplier and the Bank are
bound only by those commercial customs and
usage to which they have specifically agreed.
Trade terms shall have the meanings assigned
to them in the latest edition of INCOTERMS.
iii) The Supplier shall be responsible
for obtaining and renewing at its own cost
and in due time such approvals, consents,
governmental and regulatory authorizations,
licenses and permits as may be required or
deemed necessary by the Bank to performed
this PO.
3. Financial Liability, Immunities and
Applicable Law
i) The financial liability of the Bank
under the PO shall not exceed the total
amount of the PO.
ii) Nothing in the PO or relating
thereto shall be construed as constituting a
waiver of the privileges or immunities of the
Bank.
1.3.3 The PO shall be governed by,
enforced and construed in accordance with
the laws of England.
4. Insurance
i) In case of deliveries CIF/ CIP, the
Supplier shall insure the goods against All
Page 22 of 66
Risks including war, strike, riot and civil
commotion. The coverage shall extend to
sixty (60) days after arrival of the goods at
their final destination. The value of the goods
shall be calculated as C + F plus 10%. The
original of the Insurance Certificate shall be
sent to the consignee and a copy to the Bank.
5. Documents
i) The Supplier shall furnish all
documents and technical information that the
Bank may deem necessary for the
performance of the PO. He shall, in the
language requested, attach to each unit of the
goods any information necessary for their
maintenance and operation.
ii) The Supplier shall provide the
consignee with the following documents:
1. Four (4) copies of commercial invoice(s)
and the packing list(s);
2. export license, certificate(s) of origin and
a copy of the Inspection Certificate, if
any.
iii) The PO Number must appear on all
invoices, shipping documents, packing slips,
packages and correspondence.
6. Changes
i) The Bank may, at any time, by
written order designated or indicated to be a
change order, make changes to the PO or any
part thereof within the general scope of the
General Conditions or the PO, provided the
stage reached in the performance of the PO so
allows.
ii) If any such change increases or
decreases the cost of and/or the time required
for the performance of any part of the PO, an
equitable adjustment shall be made in the PO
price or time schedule or both, and the PO
shall accordingly be amended. No change in,
modification of, or revision to the PO shall be
valid unless in writing and signed by an
authorized representative of the Bank.
7. Taxes
i) Prices indicated in the Supplier’s
bid shall, at all times, be deemed to be firm
and not subject to revision. Supplies for the
Bank are exempted from taxes and Customs
duty. Accordingly prices shall be quoted or
invoiced free and clear of all applicable taxes,
including value added tax, sales taxes, duties,
fees, levies or surcharges imposed by, or
pursuant to the laws, statutes or regulations of
any governmental agency or authority. If a
Supplier is unable to quote or invoice
exclusive of all applicable taxes, such taxes
shall be separately set forth on the quote or
invoices. The Bank will require the following
documents for obtaining exoneration from
payment of taxes.
1. Copies of the detailed packing list and
any document relating to the property and/ or
right of use of the goods;
2. Transport documents (AWB, B/L,
postal receipt) and the insurance certificate, if
delivery CIF/ CIP.
8. Payment terms
i) Payment will normally be made by
check or by bank transfer within 30 days after
receipt and acceptance of goods or from
receipt of a properly signed invoice
whichever is later. Invoices must be sent in
duplicate (one original and one copy) at the
following address:
Financial Control Department (FFCO)
African Development Bank
Angle des Trois Rues, Avenue de Ghana,
Rue Pierre de Courbertin, Rue Hedi Nouira
BP 323
1002 Tunis Belvedere
Tunisia
Invoices shall contain the following
information: PO number, description of
goods or services, quantities, indicating bank
address and account number, unit price per
item, agreed additional costs, total price,
Page 23 of 66
make, model and serial number or part
number of goods supplied. The bank address
and account number where payment is
required should also be indicated on the
Invoice.
ii) Irrespective of their nature, all
claims of the contractual parties, other than
warranty claims, arising from or in any way
connected with the PO, shall be asserted
within 6 months after its termination.
iii) The African Development Bank
does not normally pay by Letters of Credit,
bank draft or make advance payment.
9. Inspection
i) The Bank may carry out, through a
representative of its choice, any reasonable
check or inspection it may consider desirable.
The exercise of this right shall in no way
prejudice the Bank’s decision while taking
delivery of or accepting any goods and shall
in no circumstances release the Supplier from
any warranty or other obligations under the
PO. Any re-inspection due to the Supplier’s
default shall be at the Supplier’s expense. The
Bank shall have 30 calendar days after proper
receipt of the goods or services purchased to
inspect them and either to accept or reject
them as non-conforming with the PO. The
Supplier agrees that the Bank’s payment
under the PO shall not be deemed acceptance
of any goods or services delivered hereunder.
ii) The Supplier shall take all necessary
measures to permit the representative of the
Bank, at any reasonable time and at a place to
be agreed upon in writing, to make such
checks or inspections that the Bank may
consider necessary. The Bank will beforehand
notify the Supplier, who shall furnish all
reasonable facilities and assistance to the
representative at no extra charge to the Bank.
10. Warranty
i) The Supplier warrants that all goods
supplied under the PO are:
1. New and unused and fully compatible
with the conditions prevailing in the
country of destination;
2. In conformity with national or
international technical, safety, health
and environmental protection standards
or recommendations;
3. Free from any defects in design,
workmanship or materials.
ii) The warranty period for all goods shall
be at least 12 months from the date of
acceptance of the goods at the place of final
destination. The Supplier shall carry out all
work, such as modifications and repairs,
necessary to comply with the terms of the PO,
or replace or any part that is not complying
with these terms during the warranty period.
All costs (including transportation) arising in
connection with this obligation will be borne
by the Supplier.
iii) If the Supplier fails to comply with the
above requirements, the Bank may, after
notice to the Supplier, take action at the
Supplier’s expense which, in the opinion of
the Bank is necessary.
11. Suspension
i) The Bank may at any time suspend the
performance of the PO or any part thereof for
its convenience by a written notice specifying
the part to be suspended, the effective date
and the anticipated period of suspension. The
Bank shall not be responsible for the cost of
the Supplier’s further performance of the
suspended part after the Supplier has been
notified to suspend performance.
ii) Suspension of the PO shall not
prejudice or affect the accrued rights or
claims and liabilities of either party to this
PO.
12. Labor Clause
Page 24 of 66
i) The PO has been established on the
understanding that the Supplier:
1. Respects the prohibition of
employment of children below the
minimum age for employment
permitted by law;
2. Ensures that wages of his personnel,
their hours of work and the other labor
conditions are at least as favorable as
those established for work of the same
character in the trade or industry
concerned in the area where the work
is carried out;
3. Conforms to all relevant laws and
regulations of his country.
13. Termination of the PO
i) The Bank may, by written notice,
without prejudice to any other remedy it may
have, terminate the PO in whole or in part, if
the Supplier:
1. Commits a breach of any of the terms of
the PO and fails to remedy such breach
within thirty (30) days after receipt of
written notice thereof;
2. Becomes insolvent or bankrupt or ceases
paying its debts generally as they mature.
ii) Termination of the PO in whole or
in part by the Bank is not limited to a
fundamental breach of these General
Conditions or the PO and shall not prejudice
or affect the accrued rights or claims and
liabilities of either party to this PO.
iii) In the event of termination of the PO
by the Bank pursuant to paragraph 1.13.1, the
Bank may procure, upon such terms and in
such manner as it may deem appropriate,
goods similar to those not delivered and the
Supplier shall be liable for any excess costs or
damage caused to the Bank by the Supplier’s
default. The Bank reserves the right to offset
costs, incurred by it in relation to the
termination of the PO, from any monies due.
In case of partial termination of the PO, the
Supplier shall continue performance of the
PO to the extent not terminated.
iv) If the Supplier, in the sole discretion
of the Bank has engaged in corrupt or
fraudulent practices in competing for or in
executing the PO, the Bank may terminate the
PO for default by written notice. In addition,
the Bank reserves the right to debar the
contractor from providing services to the
Bank. For the purposes of this paragraph:
1. “Corrupt practice” means the offering,
giving, receiving or soliciting of
anything of value to influence the
procurement process or in PO
execution.
2. “Fraudulent practice” means a
misrepresentation of facts in order to
influence a procurement process or the
execution of a contract or Purchase
Order to the detriment of the Bank, and
includes collusive practice among
Bidders (prior to or after bid
submission) designed to establish bid
prices at artificial non- competitive
levels and to deprive the Bank of the
benefits of free and open competition.
v) The Bank may terminate the PO, in
whole or in part, at any time for its
convenience. The notice of such a termination
shall state that termination is for the Bank’s
convenience, the extent to which performance
under the PO is terminated, and the effective
termination date. Bank will issue an equitable
adjustment, not to exceed the total PO price,
to compensate the Supplier for: (i) the PO
price services accepted by Bank but not paid
previously and adjusted for any savings, (ii)
costs incurred in the performance in the work
terminated, including initial and preparatory
expenses; (iii) the cost of settling and paying
other contractors, subcontractors or lessors
under terminated agreements properly
chargeable to the terminated portion of the
PO and not included in items (i) and (ii); and
(iv) a reasonable profit on item (ii) above.
Page 25 of 66
vi) The Bank may terminate the PO
for insolvency at any time, without
compensation to the Supplier, if the Supplier
becomes insolvent or bankrupt or ceases
paying its debts generally as they mature
provided that such termination will not
prejudice or affect any right of action or
remedy that has accrued or will accrue
thereafter to Bank.
1.13.7 Supplier may terminate the PO within
thirty (30) days after receipt of written notice
to the Director, General Services and
Procurement Department of the Bank of a
material breach of this PO.
14. Liquidated Damages
i) If the Supplier fails to perform the
PO or any part thereof within the specified
time stated in the front of the PO, the Bank
may, without prejudice to any other remedy
under the PO, deduct from the PO price, as
liquidated damages, a sum equal to 0.5% of
the PO price for each week of delay until
actual performance, up to a maximum of 5%
of the PO value.
15. Liability
i) The Supplier shall be liable for all
damages arising from his action or that of his
agents, of which he or his agents could be
rendered responsible under the applicable
laws.
ii) The Supplier shall bear the full
financial consequences of any material
damage or personal injuries, including death
which, through his action or that of his
agents, may be suffered by himself, his
agents, the Bank or its agents or any third
party.
16. Intellectual Property and
Confidentiality
i) The Supplier undertakes to
indemnify and hold the Bank and its agents
and principals harmless against any claim for
infringement of industrial property or any
other intellectual property by the transfer or
use of any of the goods or components
thereof supplied by the Supplier to the Bank.
ii) The Supplier shall be liable for all
the consequences, in particular legal and
financial, of the exercise of his rights by the
Bank, and shall guarantee the Bank against
any claim.
iii) The Supplier shall not, while
performing the PO or at any time thereafter,
utilize in any manner prejudicial to or
incompatible with the interests of the Bank
any information of a restricted or confidential
nature that may come to his knowledge in
connection with the performance of this PO.
The Supplier shall not use the Bank’s name or
emblem.
17. Copyright, database right and design
right
i) The deliverable report(s) and other
creative work of the contractor called for by
this PO, including all written, graphic, audio,
visual and other materials, contributions,
applicable work product and production
elements contained therein, whether on paper,
disk, tape, digital file or any other media, (the
“deliverable Work”) is being specially
commissioned as work made for hire in
accordance with the applicable copyright,
data protection and design laws. The Bank is
the proprietor of the Deliverable Work from
the time of its creation and owns all rights,
title and interests therein throughout the
world including, without limitation, the
copyright and all related rights. To the extent
that it is determined that the Deliverable
Work does not qualify as a work made for
hire within the meaning of the applicable
copyright, data protection and design laws of
the country of origin of the PO, then the
Supplier hereby irrevocably transfers and
assigns to the Bank all of its right, title and
interest, throughout the world, in and to the
Deliverable Work, including without
Page 26 of 66
limitation all of its right, title and interest in
copyright and related rights free of any claim
by the Supplier or any person or entity.
18. Dispute Settlement
i) The parties shall make every effort to
resolve any disagreement or dispute arising
between them under or in connection with
this purchase order amicably by direct
informal negotiation. The party asserting the
existence of a disagreement or dispute shall,
promptly upon becoming aware of such
disagreement or dispute, notify the other
party in writing (such writing being referred
to herein as the “Notice of Dispute”)
specifying the nature of the disagreement or
dispute, and shall also provide such other
information about the disagreement or dispute
as the other party may reasonably require.
ii) If, forty-five (45) days after the
date the Notice of Dispute has been given, the
parties have been unable to amicably resolve
the dispute or difference, either party may
require that such dispute be settled by
arbitration in accordance with the
UNCITRAL Arbitration Rules as at present in
force.
iii) The arbitral tribunal shall comprise
one arbitrator jointly chosen by the parties.
However, where the parties are unable to
reach an agreement within sixty (60) days of
notification of the Conciliation Notice, the
London Court of International Arbitration
(LCIA) shall become the appointing
authority.
iv) The arbitration shall take place in,
Luanda Angola and shall be in the English
language.
v) The resulting award shall be final
and binding on the parties and shall be in lieu
of any other remedy.
vi) Nothing contained in this Contract
shall be construed as or constitute a waiver,
renunciation or other modification of any
privileges, immunities and exemptions
accorded to the Bank under the Agreement
Establishing the African Development Bank,
international conventions or any other
applicable law.
vii) The provisions of this article shall
remain in force after the termination of this
contract.
19. Force Majeure
1.19.1 "Force Majeure" means any event or
condition which (a) wholly or partially delays
or prevents a party from performing any of its
obligations under the PO, (b) is unforeseeable
and unavoidable, (c) is beyond the reasonable
control of such party, and (d) occurs without
the fault or negligence of such party.
1.19.2 The party affected by such Force
Majeure shall give prompt written notice to
the other party of the nature and probable
duration of such Force Majeure, and of the
extent of its effects on such party's
performance of its obligations hereunder.
1.19.3 During the continuance of such Force
Majeure, the obligations of the affected party
shall be suspended to the extent necessitated
by such Force Majeure.
1.19.4 In the event of Force Majeure which
delays performance of the PO or any part
thereof by more than thirty (30) days, either
party shall have the right, by notice to the
other party, to terminate the PO.
20. Benefits or Gifts
i) The bidder or Supplier shall neither
give nor offer any direct or indirect benefit to
any official or representative of the Bank.
Page 27 of 66
21. Severability
i) If any provision of the PO is held to
be invalid or unenforceable, the remainder of
the PO will remain in full force and effect,
and such provision will be deemed to be
amended to the minimum extent necessary to
render it enforceable.
General Packing Specifications
22. The Supplier shall pack and mark all
goods, whether they will be sent directly by
him or by a forwarding service, in accordance
with the following minimum specifications.
Any cost for rectifying packing or marking
deficiencies will be charged to the Supplier.
23. The Supplier shall, to the extent
possible, only use environmentally neutral
material for packing purposes. He shall
strictly respect all existing rules and
regulations governing the acceptance of cargo
for transportation by sea, rail, road or air.
24. The packing should be sufficient to
withstand, without limitation, rough handling
during inland transport and possible exposure
of the consignment to extreme climatic
conditions and dusty environments during
transport and open storage.
25. Goods sensitive to moisture have to be
sealed off from the atmosphere and shall be
packed in moisture/vapor proof sealed
packages with a suitable desiccator.
26. All goods shall be packed in wooden
boxes or hard-reinforced boxes of comparable
strength to wooden boxes.
27. Boxes shall be lined with
polyethylene weatherproof sheeting or any
other environmentally neutral material. All
boxes should be sufficiently strapped and
shall withstand normal stacking pressures and
other vertical, horizontal and/or combined
forces without distortion or breaking open.
28. The Supplier shall pack dangerous or
combustible goods separately applying the
strictest safety measures and shall notify the
forwarder at the first contact of the nature of
the consignment.
29. Packing lists shall be issued in four
(4) copies, stating complete shipping marks,
number of boxes, contents, gross and net
weights in kilos of each box, measurements
and volume in cubic meters. A packing slip
should be placed inside each box with all
details of its contents.
Page 28 of 66
Section II. Standard Bidding Forms
A. Qualification information
The information below shall be filled in by Bidders in accordance with Clause 3 of the
instructions to Bidders (ITB). This information will be used during bid evaluation and will
not be incorporated in the Contract.
1. Individual Bidders or Individual members of a Joint Venture
1.1 Constitution or Legal Status of Bidder (attach copy):
Place of Registration:
__________________________________________
Principal Place of Business:
___________________________________________
1.2 Work performed as prime Contractor on works of a similar nature and
volume over the last five years. Also list details of work underway or
committed, including expected completion date.
Contract Name
and Country
Name of Client
and Contact Person
Type of Work Performed
and Year of Completion
Value of Contract
1.3 Major items of Contractor’s Equipment proposed for carrying out the
Works. List all information requested below.
Item of
Equipment
Description, make,
and Age (years)
Condition (new, good,
poor) and number
available
Owned, leased (from
whom or to be purchased
(from whom)
Page 29 of 66
1.4 Qualifications and experience of key personnel proposed for administration
and execution of the Contract.
Position Name Years of
Experience
Years of Experience in
Proposed Position
Project Manager
1.5 Proposed subcontractors and firms involved (for Bank’s information).
Sections of
The Work
Value of
Subcontract
Subcontractor
(Name and Address)
Experience in
Similar Works
1.6 Information on current litigation in which the Bidder is involved.
Other Party(ies) Cause of Dispute Amount involved
1.7 Proposed Work Programme (work method and schedule). Descriptions, drawings,
charts, etc, as necessary, to comply with the requirements of the bidding
documents. It shouldn't exceed four months for completion of all works
1.8 The Contractor is expected to submit together with his bid a detailed programme, showing
how he intends to carry out the works to conform to the bid period. The program shall be
updated in accordance with the Conditions of Contract.
Page 30 of 66
2. Joint Venture Information
2.1 The information listed in paragraphs 1.1 to 1.6 shall be provided for each
partner in a Joint Venture.
2.2 The information in 1.7 above shall be provided for the Joint Venture.
2.3 Attach the power of attorney of the signatory (ies) of the Bid, authorizing
signature of the Bid on behalf of the Joint Venture.
2.4 Attach the Agreement among all partners of the Joint venture (and which is
legally binding on all partners – Joint Venture Agreement), which shows
that:
(a) all partners shall be jointly and severally liable for the execution of
the Contract in accordance with the Contract terms;
(b) One of the partners will be nominated as being in charge, authorized
to incur liabilities and receive instructions for and on behalf of any
and all partners of the Joint Venture; and
(c) the execution of the entire Contract, including payment, shall be done
exclusively with the partner in charge.
Page 31 of 66
B. Bank guarantee for advance payment2
To: [name and address of Commercial Bank]
[name of Contract]
Gentlemen:
In accordance with the provisions of the ITB 32 (“Advance Payment”) of the above-
mentioned Contract, [name and address of Contractor] (hereinafter called “the Contractor”)
shall deposit with [name of Bank] a Bank Guarantee to guarantee his proper and faithful
performance under the said Clause of the Contract in an amount of [amount of Guarantee]
[amount in words].3
We, the [Commercial Bank or Financial Institution], as instructed by the Contractor, agree
unconditionally and irrevocably to guarantee as primary obligator and not as Surety merely,
the payment to [name of Bank] on his first demand without whatsoever right of objection on
our part and without his first claim to the Contractor, in the amount not exceeding [amount of
Guarantee] [amount in words].4
We further agree that no change or addition to or other modification of the terms of the
Contract or of Works to be performed thereunder or of any of the Contract documents which
may be made between [name of Commercial Bank] and the Contractor, shall in any way
release us from any liability under this Guarantee, and we hereby waive notice of any such
change, addition, or modification.
This Guarantee shall remain valid and in full effect from the date of the advance payment
under the Contract until [name of Commercial Bank] receives full repayment of the same
amount from the Contractor.
Yours truly,
Signature and seal:
Name of Commercial Bank/Financial Institution:
Address:
Date:
2 . Bidders should not complete the Advance Payment Security forms at this time. Only the
successful Bidder will be required to provide Advance Payment Securities in accordance with the format provided herein 3 An amount is to be inserted by the Bank or Financial Institution 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 Bank. 4 An amount is to be inserted by the Bank or Financial Institution 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 Bank.
Page 32 of 66
C. Performance Bank Guarantee
To: [name and address of Employer]
Whereas [name and address of Contractor] (hereinafter called “the Contractor”) has
undertaken, in pursuance of Contract No. [number] dated [date] to execute [name of
Contract and brief description of Works] (hereinafter called “the Contract”);
And whereas it has been stipulated by you in the said Contract that the Contractor shall
furnish you with a Bank Guarantee by a recognized bank for the sum specified therein as
security for compliance with his obligations in accordance with the Contract;
And whereas we have agreed to give the Contractor such a Bank Guarantee;
Now therefore we hereby affirm that we are the Guarantor and responsible to you, on behalf
of the Contractor, up to a total of [amount of Guarantee] [amount in words], such sum being
payable in the types and proportions of currencies in which the Contract Price is payable, and
we undertake to pay you, upon your first written demand and without cavil or argument, any
sum or sums within the limits of [amount of Guarantee] as aforesaid without your needing to
prove or to show grounds or reasons for your demand for the sum specified therein.
We hereby waive the necessity of your demanding the said debt from the Contractor before
presenting us with the demand.
We further agree that no change or addition to or other modification of the terms of the
Contract or of the Works to be performed thereunder or of any of the Contract documents
which may be made between you and the Contractor shall in any way release us from any
liability under this Guarantee, and we hereby waive notice of any such change, addition, or
modification.
This Guarantee shall be valid until a date 28 days after one year defects liability period.
Signature and seal of the Guarantor
Name of Bank
Address
Date
Page 33 of 66
Section III- Bid Data Sheet
This section consists of provisions that are specific and supplement to the information or
requirements included in Section I. Instructions to Bidders.
A. Introduction
ITB 1.1 The number of the Invitation for Bid is : ADB/NCB/AOFO/2013/0160
ITB 1.1 The Employer is: the African Development Bank
ITB 1.1 The name of the NCB is: ADB/NCB/AOFO/2013/0160 OUTFITTING OF
AFRICAN DEVELOPMENT BANK –ANGOLA FIELD OFFICE AT GARDEN
TOWERS 18th
FLOOR TOWER B, 3-4 Rua COMANDANTE GIKA, LUANDA,
ANGOLA.
B. Bidding Documents
ITB 8.1
Mandatory site visit is on: 29th November, 2013 from 9.30 to 10.30 AM at
Garden Towers 18th
Floor Tower B, 3-4 Rua Comandante Gika, and
Luanda, Angola.
Pre-bid meeting will be on 29th
November, 2013 from 9.30 to 10.30 AM
African Development Bank, Angola Field Office, 2nd
Floor, Rua Rei
Katyavala, Edificio Rei Katyavala, Ingombota, and Maculusso.
ITB 10.1 For clarification purposes only, the Bank’s address is:
Attention: Field Office, Resident Representative
African Development Bank
Angola Field Office
2nd floor
Edificio Rei katyavala
Ingombota, Maculusso
Luanda
Angola
P.O. Box 3198
Telephone: +244 222 701000 or +244 930 049256
e- mail address: [email protected]
C. Preparation of Bids
ITB 11.1 The language of the bid is: English or French
ITB 13.0 The unit rates and the prices shall be quoted by the bidder entirely on the
Bill of Quantities
Page 34 of 66
ITB 14.1 The currency of the bid is a freely convertible currency or Angola Kwanza
The rates of exchange shall be rates 28 days prior to the deadline for
submission of bids.
ITB 15.0 The bid validity period shall be 90 days.
ITB 17.0 In addition to the ONE original of the bid, the number of copies is:
FOUR Copies
ITB 18.0 The Bidder shall submit with its bid all documents required in ONE
original of the bid and FOUR Copies.
D. Submission and Opening of Bids
ITB 19.0
ITB 22.1
For bid submission purposes and opening only, to the address is:
Attention: Resident Representative
African Development Bank
Angola Field Office
2nd floor
Edificio Rei katyavala
Ingombota, Maculusso
P.O. Box 3198
Luanda
Angola
Telephone: +244 222 701000 or +244 930 049256
e- mail address: [email protected]
City and Country: Luanda, Angola
Deadline for bid submission is: Thursday 19 th
December 2013, Time:
14:00 hours
E. Evaluation and Comparison of Bids
ITB 26.0 Correction of arithmetic errors shall apply.
Page 35 of 66
The African Development Bank Requirements
SPECIFICATIONS – SECTION IV- see the attachment
1.1 The African Development Bank is desirous to enter into a contract with a Contractor who
will execute the works as stipulated below under. The works to be carried out are also
stipulated on the Bill of Quantities for each specific lot. Quotations shall give a
comprehensive description of the proposed items, clearly indicating name, model, etc and
should be accompanied by comprehensive technical information in English or French. If the
proposed items do not comply exactly with the technical specifications and descriptions
provided in the bid solicitation, the nearest functional equivalent or closest standard should
be offered as an alternative.
1.2 The project will be supervised by the Bank’s Consultant Architect and the Contractor shall
make an arrangement with the Bank’s Country Resident Representative for the
commencement of the project.
1.4 Contractor must take care and where possible to restrict work to the –Angola Field Office
and shall exercise care and security on works being undertaken in running offices which are
of high level security.
1.5 The Contractor shall furnish samples of materials, goods and aluminum, electrical, IT
and any other equipment for each specific lot – as specified on sub-clause 42.1
A. Scope of works
Please refer to the attached Bills of quantities (BOQs) and technical specifications provided.
Page 36 of 66
Section V. Drawings: Drawings will be made available upon Request or during the site
visit)
Page 37 of 66
Section VI. - Evaluation and Qualification Criteria
This Section contains all the criteria that the Bank shall use to evaluate bids and qualify Bidders.
In accordance with ITB 25 and ITB 28, no other methods, criteria and factors shall be used. The
method of evaluation setting pass-fail criteria, which if not met by the bidder, results in
disqualification. The Bidder shall provide all the information requested in the forms included in
Section IV (Bidding Forms).
1. Evaluation
The evaluation criteria as listed in ITB 28 shall apply.
1.1 Adequacy of the Bid
1.1.1 A single stage procedure shall be adopted in evaluating the proposals. The evaluation will start
with review for completeness and compliance with the minimum pass/fail criteria. Firms
which pass this stage will be reviewed for technical conformity and thereafter prices will be
checked. The financial response will first be checked for completeness and corrected for
computational errors.
1.1.2 The Bank will award the contract to the bidder whose quotation has been determined to be
substantially responsive, who meets the specified qualification criteria, and who has offered the
lowest evaluated quotation price. Responsiveness will be judged by conformance to all the
terms, conditions and specifications of the bid without material deviations or conditionalities.
1.1.3 The Bidder offering the lowest financial bid shall be shall be awarded a contract. For purpose
of evaluation, the Bank will convert all bid prices expressed in the currency of the bid in
which the bid price is payable, into the Bank’s Units of Accounts (UA) by using the Bank’s
monthly moving average rate for the applicable month (deadline for submission of bid
proposals).
Page 38 of 66
Section VII. Bill of Quantities- Outfitting of Angola Field Office ( see the attachment)
1. pricing of Bill of Quantities- Bidders are requested to quote specific lots.
1.1 The Contractor shall price out individually and in detail all items in these Bills of
Quantities and tenders containing lump sums to cover traders or groups of work must be
broken down. All rates and figures shall be entered into the Bills of Quantities.
1.2 The Contractor is required to check the Bill of Quantities and should he find any pages
missing or duplicate or the figures or writing indistinct or any ambiguity in description,
s/he shall inform the Bank by writing to the address given on this bid.
1. Mention any amendment according to the changes observed for each specific lot ( If any after
the site visit and bid conference)
2. Any further clarifications should be addressed to [email protected], stating the bid number
Bidders may quote for more than one lot, however the evaluation will be conducted according to
specific requirements for each lot
Page 39 of 66
ANNEX C: SAMPLE CONTRACT- No. ADB/NCB/AOFO/2013/0160
OUTFITTING OF AFRICAN DEVELOPMENT BANK – ANGOLA FIELD OFFICE
AT GIKA COMPLEX, GARDEN TOWERS, RUA COMANDANTE GIKA, LUANDA -
ANGOLA
LOT NO………………………………………………..
THIS CONTRACT, together with the General Conditions of Contract hereto and forming an
integral part hereof, (hereinafter called the “Contract”) is made on the XX day of _________, 2013
between the AFRICAN DEVELOPMENT BANK, an International Financial Institution having its
headquarters in Abidjan, Avenue Joseph Anoma, 01 BP 1387, Abidjan 01, COTE D’IVOIRE, and
currently operating from its Temporary Relocation Agency in Tunis, 15 Avenue du Ghana, BP 323,
1002 Tunis Belvedere, TUNISIA, (hereinafter called “the Bank”), of the one part, and
______________________________, having its principal place of business at
__________________________, (hereinafter called the “Contractor”), of the other part.
WHEREAS the Bank has determined the need to procure the services of a Contractor to execute
Works at the Bank’s Angola Field Office (AOFO) (hereinafter called the “Works”)
WHEREAS the Bank has accepted the Bid by the Contractor for the execution and completion of
the said Works and related services and the remedying of any defects therein;
AND WHEREAS the Contractor represents and affirms that it has the requisite qualifications,
experience, skills and competence to perform the said Works;
NOW THEREFORE the parties hereto have agreed as follows:
Article 1. Description of Works
1.1 For the purpose of this Contract, “Works” shall mean the whole of the activities, services,
materials, equipment, matters and things required to be done, delivered or performed by the
Contractor in accordance with the terms of this Contract. Other words and expressions shall
have the meaning given to them in the General Conditions of Contract.
1.2 Works shall be performed in accordance with the terms and conditions listed in the
following documents:
1.2.1 General Conditions of Contract and Special Conditions of Contract attached hereto.
1.2.2 Project Specifications and Drawings.
1.2.3 Contractor’s response to Bid No.ADB/NCB/AOFO/2013/0160).
Page 40 of 66
Article 2. Commencement and Duration
2.1 The Contractor shall commence the Works from __________ or the date of receipt of
Notice to Proceed letter and shall complete within a period of ____________ (X) calendar
months from the Start Date.
Article 3. Duties of the Contractor
3.1 The Contractor shall perform the Works with all due care, diligence and efficiency, in
accordance with the highest standards of professional competence and skill, and shall, in
performing the Works, accept, promptly act upon, and comply with, such instructions and
directions as may be issued by the Bank from time to time.
3.2 The Contractor shall perform the Works to the satisfaction of the Bank in accordance with the
terms and conditions of this Contract.
3.3 The Contractor designates ______________as the project’s leader to spearhead, and
coordinate the performance of the Works and to act as the principal liaison between the Bank
and the Contractor during the performance of this Contract. In this capacity, the project
leader’s responsibilities shall include, but not be limited to, supervision and oversight of the
Works and all communications between the Contractor and the Bank.
3.4 The Contractor shall keep and maintain accurate and complete accounts in respect of
expenditure incurred by the Contractor under this Contract, in such form and detail as shall
be satisfactory to the Bank, for the purposes of the Bank making payment under this
Contract.
3.5 The Contractor shall be fully liable for the consequences of any error or omission on its part
and for any damage caused by negligence on its part in carrying out the Works or performing
its other obligations under this Contract.
3.6 The Contractor shall be fully liable for the consequences of error or omission on its part and
for any damage caused by negligence on its part carrying out the Works or performing its other
obligations under this Contract.
3.7 Cleaning and restoring the site and the removal of debris is the responsibility and liability of
the contractor. It will be insured by the Contractor at its expenses.
Article 4. Representations, warranties and Covenants
4.1 The Contractor represents and warrants that it possesses the requisite experience,
qualifications, competence and skills to perform the Works and carry out all its duties and
responsibilities set out in this Contract and that all information given concerning such
experience, qualifications, competence and skills is accurate.
4.2 The Contractor represents and warrants that it is in compliance with all the applicable laws
and regulations in force at its place of incorporation. The Contractor covenants that during the
term of this Contract it shall abide by, and take all measures necessary to enable it to be in
compliance with all laws and regulations in force in any place where the Works are to be
wholly or partially performed.
Page 41 of 66
Article 5. Insurance
5.1 The Contractor shall be responsible for insurance coverage for its experts and employees
performing the Works in accordance with relevant industry norms and standards. The Bank
shall have no responsibility whatsoever for such coverage or for any expenses that the
Contractor or its employees, agents, affiliates, subcontractors or other persons deriving
authority from the Contractor (collectively hereinafter referred to as the “Contractor’s
Associates”) may incur.
Article 6. Relationship of the Parties and Indemnification
6.1 Nothing contained in this Contract shall be construed as establishing or creating any
relationship between the Bank and the Contractor other than that of independent contractor.
Accordingly, the Contractor hereby agrees that the Bank shall accept no liability in contract
or in tort or any responsibility for the acts, omissions, errors or negligence of the Contractor,
or the Contractor’s Associates.
6.2 The Contractor hereby undertakes that it will indemnify and hold harmless the Bank from
and against any action and losses, liabilities, costs, claims, damages and expenses
(“Losses”) which the Bank may incur in relation to, arising out of, or otherwise in respect of
any act, omission, error or negligence of the Contractor or any of the Contractor’s
Associates, and the Contractor will reimburse the Bank for all costs, charges and expenses
which the Bank may pay or incur in connection with investigating, disputing or defending
against any such action or Losses.
Article 7. Payment for the Works
7.1 The Bank shall, subject to satisfactory performance of the Works, pay to the Contractor the
amounts specified and in the manner prescribed in this Contract, as in Exhibit B attached.
Article 8. Maximum Payment
8.1 Except as otherwise agreed with the Bank in accordance with Section D of the General
Conditions, total payments under this Contract shall not exceed a sum equivalent to
_________ (XXXX) (or a freely convertible currency), plus a ten percent (10%)
contingency amount of XXX,XXX (XXXXXXXXX) (or a freely convertible currency).
The said contingency is payable only upon the execution of additional Works requested in
writing by the Bank or requested in writing by the Contractor and approved in writing by
the Bank. The overall total payment shall therefore not exceed the Contract Amount of
_____________ (___________________) (or a freely convertible currency).
Article 9. Facilities and Services Required for the Works
9.1 The Contractor shall provide water, electricity and other facilities and equipment, required
for the Works.
Article 10. Assignment and Subcontracting
10.1 The Contractor shall not assign, transfer or make any other disposition of any of its rights
and obligations under this Contract, in whole or in part, except with the prior written
consent of the Bank.
Page 42 of 66
10.2 The Contractor shall not subcontract the whole or any part of the Works to any person or
entity except with the prior written consent of the Bank given in respect of the particular
person or entity.
10.3 Notwithstanding any such consent given by the Bank pursuant to Articles 10.1 or 10.2
above, the Contractor hereby guarantees full compliance by each of the Contractor’s
Associates with the terms of this Contract and the prompt performance by each of them of
the subcontracted parts of the Works. The Contractor further represents and warrants that it
shall be fully responsible as primary obligor to the Bank regarding the manner and standard
of performance of the Works.
Article 11. Effective Date and Expiry
11.1 The Contract shall become effective upon its signature by both parties (the date of the last
such signature being the “Effective Date”)
11.2 Unless terminated, the Contract shall remain in force until the date on which all obligations
arising out of or under this Contract have been discharged, in accordance with the
provisions of the General Conditions of Contract.
Article 12. Notices and Requests
12.1 Any notice or request required or permitted to be given or made under this Contract shall be
in writing and in the English or French language. Such notice or request shall be deemed to
have been duly given or made when delivered by hand or by registered mail or facsimile to
the party to which it is required to be given or made at the following address or such other
address as any of the parties may have notified to the other party in writing.
FOR THE BANK
Mailing Address The African Development Bank
15, Avenue de Ghana
BP. 323, 1002 Tunis Belvédère
Tunisia.
Attention XXXXXX XXXXX XXXXXXXXXX XXXXX,
Corporate Procurement (CGSP.2)
Tel. (216) 7110 2971
Fax (216) 71 83 5249
FOR THE CONTRACTOR
Mailing Address NAME OF CONTRACTOR
(ADDRESS OF CONTRACTOR)
Attention Contact Person
Page 43 of 66
Tel.
Fax.
Article 13. Modification or Amendment
13.1 This Contract constitutes the entire agreement and understanding between the Parties with
respect to the subject matter hereof and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof all of which are
expressly excluded.
13.2 No amendment, modification or waiver of any provision of this Contract, nor consent to any
departure by either Party therefrom, shall in any event be effective unless the same shall be
mutually agreed upon, in writing and signed by authorized representatives of both Parties.
Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. No delay or failure on the part of either Party in
exercising any right, power or privilege hereunder shall constitute a waiver, nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of nay rights or remedies provided by law.
Article 14. Severability
14.1 The invalidity, unenforceability or illegality of any provision (or part of a provision) of this
Contract shall in no way affect the validity, enforceability or legality of any of its other
provisions.
Article 15. Counterparts
This Contract may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be signed in their
respective names by their duly authorized representatives, on the respective dates specified below.
Page 44 of 66
FOR THE AFRICAN DEVELOPMENT BANK
________________________________
Division Manager
Corporate Procurement (CGSP.2)
Date:________________________________
________________________________
FOR THE CONTRACTOR
________________________________________
(NAMES)
_______________________________
(TITLE)
[NAME OF CONTRACTOR]
______________________
Date
Page 45 of 66
Exhibit 1: Contract sample - Maintenance for CCTV and access control system
MAINTENANCE CONTRACT FOR PROVISION OF CCTV AND ACCESS CONTROL
SYSTEMS TO THE AFRICAN DEVELOPMENT BANK
THIS CONTRACT is entered into by and between THE AFRICAN DEVELOPMENT BANK
(hereinafter called the “Bank”), an international financial institution having its headquarters in
Abidjan, Avenue Joseph Anoma, 01 B.P. 1387, Abidjan, CÔTE d'IVOIRE and currently operating
from its Temporary Relocation Agency in Tunis, 15 Avenue du Ghana, BP 323 – 1002 Tunis
Belvédère, TUNISIA, of the one part and xxxxxxxxxxxxxx (hereinafter called the “Supplier”), a
company duly incorporated and existing under the laws of the Angola, whose principal place of
business is located at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, of the other part.
Parties mean the Supplier and the Bank collectively, and Party means any one of them, as the
context may indicate.
WHEREAS the Bank and the Supplier have agreed, in accordance with Section E of the General
Conditions of Maintenance Of Technical Security Systems including CCTV, Access Control
and Intruder Detection Systems installed at the AfDB Angola Field Office situated at Gika,
Garden Towers Luanda, Angola that the Supplier shall provide maintenance, support and routine
preventative maintenance for the installed systems for the duration of this contract.
This contract includes the corrective maintenance and is linked to the principal contract.
NOW THEREFORE, the parties hereto agree as follows:
1. SCOPE AND TERM OF CONTRACT
1.1 The purpose of this Contract is to describe the Supplier's responsibilities in the Maintenance
of Technical Security Systems including CCTV, Access Control and Intruder
Detection Systems installed in the Angola Field Office. The Supplier shall perform the
services and carry out its obligations with due diligence, efficiency and economy, in
accordance with standards specified in the Service Level Agreement. The Supplier shall
observe sound management practices, and employ as appropriate advanced technology and
safe method. In respect of this Contract, the Supplier shall always act as a faithful adviser to
the Bank and shall at all times support and safeguard the Bank’s legitimate interest in any
dealings with sub-contractors or third parties.
1.2 This Maintenance Contract shall remain valid for a period of four years in accordance with
the General Conditions of Maintenance of Technical Security Systems including CCTV,
Access Control and Intruder Detection Systems installed in the Angola Field Office
concluded between the Bank and xxxxxxxxxxxxxxxThe Supplier warrants that it is
qualified by the manufacturer, in case of third party products, to supply and provide
maintenance services, technical or help desk support, new version upgrade and/or other
services related to the equipment installed. The Supplier further warrants that its work will
not negatively affect the performance of the system.
Page 46 of 66
2. MAINTENANCE FEES - PAYMENT TERMS
2.1 In consideration of the provision of maintenance services for support for the Security
System hereunder, the Bank agrees to pay to the Supplier an amount not exceeding
xxxxxxxxxxxxxxxxxxxonly ( xxxxxxxxx) for annual Maintenance Fee which are due from
year 2, for four (5 years. The repairs and maintenance of the system shall, for the first year
after commissioning and handover, be covered by warranty. Payment shall be effected
upon system acceptance following receipt of invoice. The support will cover enhancement,
upgrade, hardware, replacement. (Please note that this does not cover hardware
replacement. The cost of any replaceable hardware after the warranty period shall be billed
to the Bank
2.2 The Annual Maintenance Fee is fixed and firm for all the duration of 4 years and shall be
paid at once on presentation to the Bank of appropriate invoices and supporting documents.
Payment shall be made by the Bank within thirty (30) days of receipt of the relevant invoice
at the end of the year and after rendered service.
3. OBLIGATIONS OF THE SUPPLIER
- Support and Routine Assistance
The Supplier’s maintenance and technical support personnel shall be available to assist and
consult with the staff of the Bank during normal business hours of the Angola Field Office.
However, in the event of a critical or serious technical fault developing outside of these
hours Nationwide Security Systems Limited shall ensure that technical support personnel
are available to respond to and remedy any such fault at all times, including weekends and
public holidays. Critical or serious faults are defined within the Service Level Agreement.
- Errors and Corrections of defects for the products
The Supplier agrees to correct defects of the products sold to the Bank and to supply
replacements to the Bank at no additional charge. The Bank agrees to report promptly to the
Supplier any and all defects in, or problems with, the devices, which it may discover. The
Supplier shall correct the defects promptly after they are discovered by the Bank or are
reported to the Supplier.
- Enhancement and New Releases of Software and Documentation
The Supplier shall provide and install, at no additional cost to the Bank all new versions,
releases, and updates of software related to the Security System, within thirty (30) days of
their availability from the supplier to its clients and not later than three (3) months after they
are released in the country of origin of the Software. New releases of the Software shall be
supplied on CD ROM or as a download via the Internet. Appropriate documentation and
installation instructions with respect to new releases shall also be provided. The Bank
agrees, with the effective support of the Supplier’s Local Representative Agent, to install
each new release of Software as soon as possible
SERVICES
3.1 Support and Routine Assistance.
Page 47 of 66
The Supplier’s support staff shall provide support services to answer questions and to assist
the Bank, either on the phone or through on-site intervention, in resolving problems related to
the use and operation of the Equipment. In addition the user will institute a service, fault and
maintenance register. The Supplier shall undertake regular preventive maintenance of the
Bank’s Equipment. This task shall include, among other duties, the replacement of defective
parts or of parts the performance of which is affected by wear caused by the normal operation
of the System, in a way that is likely to adversely affect the correct operations of the Security
Systems equipment.
3.2 Preventive maintenance
The Supplier commits to ensure a support of the equipment by on-site maintenance in accordance
with timetables adopted and agreed to by both two parties.
The service tasks of the preventive maintenance covered by this include:
General
To test the correct operation of the equipment to minimise configuration errors,
Review the Access Control System data logs, alarm system operation logs, and CCTV data
records to ensure correct operation of systems. Being an integrated system this exercise
will include the correlation of records of all three systems for irregular activity at the site,
i.e. Intruder detection and corresponding video data of event..
The resolution of the noted anomalies.
Assistance and advice in the best practice administration of the equipment
Where the installation site is situated in a country other than that in which the service
provider is located, the service provider may appoint a sub-contractor to perform the
required maintenance provided that the elected sub-contractor meets with the AfDB
requirements and is competent in carrying out the required works. In such cases the service
provider will be accountable for any works, conducted at the AfDB request, completed by
the elected sub-contractor. ( where applicable)
Where no subcontractor, as contemplated above, is nominated/appointed the AfDB will pay
for the travel and lodging of the technician to visit the remote location for on-site resolution
of the problem. ( where applicable)
Preventative maintenance shall be carried out twice a year (once every six months)
Intruder Detection System
Ensure that all physical elements are securely mounted and operational,
Cleaning of Fresnel Lenses on all Passive Infra-Red Detectors,
‘Walk Testing’ all IDS alarm zones including individual magnetic door contacts, and 24
hour fire door zones,
Panic button tests and control room confirmation
Page 48 of 66
Alarm activation and control room confirmation
Battery and transformer status
Access Control System
Ensure that all physical elements are securely mounted and operational including card
readers, card reader controllers, magna-locks and door closers.
Cleaning of all card readers,
‘Walk Testing’ all card readers and examination of illegal entry attempt reports.
CCTV System
Ensure that all cameras, brackets and housings are securely mounted
Ensure that all lenses are clean
Ensure that all focusing and field of view are correct
Ensure that all cameras are set for backlighting and white-light compensation
Ensure that auto-iris functions are working (where applicable)
Ensure that Date/Time settings are correct
Ensure that all data recording functions are set correctly set
Ensure that remote site access (Tunis/Abidjan) is working
Fire detection System
Check all the fire detectors to ensure that they are working and fully functional
Ensure that all fire extinguishers are fully charged and of the correct weight
Check all fire doors and ensure functionality
Check the fire control box for functionality of all electronic logic
Check the fire system’s communication system and ability to send sms messages to Bank
officials.
3.3 Curative maintenance
The Supplier makes every effort to ensure the curative maintenance consisting in executing the
repair works of equipment quoted in Appendix further to the breakdowns caused by a normal use
which could arise. To answer the demands of intervention, The Supplier arranges following
services:
Page 49 of 66
A Hot line service for repair requests.
An e-mail address for system malfunctions of all kinds, which allows for the defining of
problems and secures an effective intervention.
Where the installation site is situated in a country other than that in which the service
provider is located, the service provider may appoint a sub-contractor to perform the
required maintenance provided that the elected sub-contractor meets with the AfDB
requirements and is competent in carrying out the required works. In such cases the service
provider will be accountable for any works, conducted at the AfDB request, completed by
the elected sub-contractor.
Where no subcontractor, as contemplated above, is nominated/appointed the AfDB will pay
for the travel and lodging of the technician to visit the remote location for on-site resolution
of the problem.
Curative maintenance
Provide a list of necessary spare parts required for smooth functioning of the system.
4. FORCE MAJEURE
If the performance of this Contract is prevented or interfered with by reason of any
circumstances beyond the reasonable control of a party hereto, and which makes a party’s
performance of its obligations under the Contract impossible or so impracticable as to be
considered impossible under the circumstances, such party shall be excused from such
performance for the duration of the force majeure, provided that the party so affected a) has
taken all reasonable precautions, due care and reasonable alternative measures in order to
carry out the terms and conditions of this Contract, and b) has informed the other party as
soon as possible about the occurrence of such an event.
5. CONTRACT AMENDMENTS
No variation in or modification of the terms of the Contract shall be made except by written
amendment signed by the parties.
6. ASSIGNMENT
The Supplier shall not assign, in whole or in part, its obligations to perform under this
Contract, except with the Bank’s prior written consent.
7. SUBCONTRACTS
The Supplier shall notify the Bank in writing of all subcontracts awarded under this Contract.
Such notification shall not relieve the Supplier from any liability or obligation under the
Contract.
8. DELAYS IN THE SUPPLIER’S PERFORMANCE
All services to be performed under this Maintenance Contract shall be provided by the
Supplier in accordance with the time schedule prescribed within the Service Level
Agreement. If at any time during performance of this Contract, the Supplier should
Page 50 of 66
encounter conditions impeding timely delivery of and the performance of the Services, the
Supplier shall promptly notify the Bank in writing of the delay, its likely duration and its
cause(s). As soon as practicable after receipt of the Supplier’s notice, the Bank shall
evaluate the situation and may at its discretion extend the Supplier’s time for performance
or terminate the Contract with or without claiming liquidated damages from the Supplier.
9. TERMINATION OF CONTRACT
9.1 Termination for default - The Bank, without prejudice to any remedy for breach of Contract,
by written notice of default sent to the Supplier, may terminate this Contract in whole or in
part, if the Supplier fails to perform any obligation(s).
9.2 Termination for insolvency - The Bank may at any time terminate the Contract by giving
written notice to the Supplier if the Supplier becomes bankrupt or otherwise insolvent. In
this event, termination will be without compensation to the Supplier, provided that such
termination will not prejudice or affect any right of action or remedy, which has accrued or
will accrue thereafter to the Bank.
9.3 Termination for convenience - The Bank, by written notice sent to the Supplier, before 2
months, may terminate the Contract, in whole or in part, at any time for its convenience.
The notice of termination shall specify that termination is for the Bank’s convenience, the
extent to which performance of the Supplier under the Contract is terminated, and the date
upon which such termination becomes effective.
9.4 Upon termination of this Contract, the Supplier shall take immediate steps to end the
performance of the Contract in a prompt and orderly manner, mitigating any losses and
keeping further expenditure to a minimum.
9.5 If this Contract is terminated under this clause, the Bank shall be liable only for payment for
the part of the contract actually performed and actual expenses reasonably incurred prior to the
effective date of termination.
10 RESOLUTION OF DISPUTES
10.1 The Bank and the Supplier shall make every effort to resolve any disagreement or dispute
arising between them under or in connection with this Contract amicably by direct informal
negotiation. The party asserting the existence of a disagreement or dispute shall, promptly
upon becoming aware of such disagreement or dispute, notify the other party in writing
(such writing being referred to herein as the “Notice of Dispute”) specifying the nature of
the disagreement or dispute, and shall also provide such other information about the
disagreement or dispute as the other party may reasonably require.
10.2 If, after thirty (30) days from the commencement of such informal negotiations, the Bank
and the Supplier have been unable to amicably resolve the dispute or disagreement, either
party shall have the right to initiate arbitration proceedings in accordance with the
UNCITRAL Arbitration Rules as at present in force. The arbitral tribunal shall consist of
one (1) arbitrator who shall be selected by agreement of the parties. If the parties are unable
to agree on the sole arbitrator, the London Court of International Arbitration (LCIA) shall
act as the appointing authority. The arbitration shall take place in Tunis. The language to be
used in the arbitral proceedings shall be English. The resulting award shall be final and
Page 51 of 66
binding on the parties and shall be in lieu of any other remedy. Neither the parties, nor the
Arbitrator, nor the Appointing authority shall disclose the existence, consent, or results of
any arbitration except with the prior written consent of both parties.
10.3 The Arbitrator shall abide by the rules of Ethics for international Arbitrators established by
the international bar association. The authority of the Arbitration Tribunal to grant relief is
subject to the terms of this Arbitration clause, the terms of this agreement, and the law
governing the Contract. The Arbitration Tribunal shall have no authority to award
exemplary, punitive, or treble damages.
10.4 Nothing in this Contract shall operate or be construed as a waiver, renunciation or other
modification of any right, privilege, immunity and exemption accorded to the Bank under
the Agreement establishing the Bank, or under any applicable law.
11. GOVERNING LANGUAGE
The Contract shall be written in the English language. All correspondence and other
documents pertaining to the Contract, which are exchanged by the parties, shall be written
in English.
12. GOVERNING LAW
This Contract shall be governed and interpreted in accordance with English Law, excluding
its conflicts of law provisions.
13. TAXES AND DUTIES
The Bank, its assets, property, operations, transactions and income are exempt from all
forms of taxation in accordance with the provisions of the Agreement establishing the
African Development Bank. Accordingly, the Supplier shall not claim from the Bank any
taxes, levies, licence fees or any other such charges in relation to this Contract which are
paid or may be payable to the municipal/local Council or any other responsible Authority in
relation to this Contract and or the Services provided under this Contract.
14. CORRUPTION
The Supplier states that no employee of the Bank involved in the award of this contract, has
received, or will received, directly or indirectly, any kind of benefit or advantage from the
Supplier or its affiliates, resulting from the award of the Contract or its implementation.
15. NOTICES
Any notice, request or consent made pursuant to this Contract shall be in writing and shall
be deemed to have been made when delivered to an authorized representative of the party to
whom the communication is addressed, or when sent by registered mail or facsimile to such
party at the address specified below:
For the Bank: The Manager, Corporate Procurement Division,
General Services Department (CGSP),
African Development Bank,
Temporary Relocation Agency (TRA)
Tunis, Tunisia.
Page 52 of 66
For the Supplier: xxxxxxxxxxxxxx
Managing Director
xxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxx
16. ENTRY INTO FORCE
This Contract shall be effective on the day following system acceptance as specified in
Article 1.2 of this Contract.
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be duly executed in
their respective names by their duly authorized representatives, on the respective dates specified
below.
FOR AFRICAN DEVELOPMENT BANK
________________________________
XXXXXXXXXXXXXXXXXXXXXXXX
PRINCIPAL PROCUREMENT OFFICER
CORPORATE PROCUREMENT DIVISION (CGSP.2)
__________________
Date
FOR SUPPLIER
_______________________________
XXXXXXXXXXXXXXXXXXXXXXXX
MANAGING DIRECTOR
________________
Date
Page 53 of 66
Exhibit 2: Contract sample - Maintenance for air conditioning system (HVAC)
MAINTENANCE CONTRACT FOR PROVISION OF AIR CONDITIONING (HVAC)
SYSTEM TO THE AFRICAN DEVELOPMENT BANK FIELD OFFICE IN ANGOLA
THIS CONTRACT is entered into by and between THE AFRICAN DEVELOPMENT BANK
(hereinafter called the “Bank”), an international financial institution having its headquarters in
Abidjan, Avenue Joseph Anoma, 01 B.P. 1387, Abidjan, CÔTE d'IVOIRE and currently operating
from its Temporary Relocation Agency in Tunis, 15 Avenue du Ghana, BP 323 – 1002 Tunis
Belvédère, TUNISIA, of the one part and xxxxxxxxxxxxxx (hereinafter called the “Supplier”), a
company duly incorporated and existing under the laws of the Angola, whose principal place of
business is located at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, of the other part.
Parties mean the Supplier and the Bank collectively, and Party means any one of them, as the
context may indicate.
WHEREAS the Bank and the Supplier have agreed, in accordance with Section E of the General
Conditions of Maintenance of Air conditioning systems: VRV system, Fan-coils, supply and
exhaust fans, networks piping, valves, diffusers, registers and other accessories. the AfDB Angola
Field Office situated at Gika, Garden Towers Luanda, Angola that the Supplier shall provide
maintenance, support and routine preventive maintenance for the air conditioning systems for
the duration of this contract.
This contract includes the corrective maintenance and is linked to the principal contract.
NOW THEREFORE, the parties hereto agree as follows:
1. SCOPE AND TERM OF CONTRACT
1.1 The purpose of this Contract is to describe the Supplier's responsibilities in the Maintenance
of Air conditioning facilities installed in the Angola Field Office. The Supplier shall
perform the services and carry out its obligations with due diligence, efficiency and
economy, in accordance with standards specified in the Service Level Agreement. The
Supplier shall observe sound management practices, and employ as appropriate advanced
technology and safe method. In respect of this Contract, the Supplier shall always act as a
faithful adviser to the Bank and shall at all times support and safeguard the Bank’s
legitimate interest in any dealings with sub contractors or third parties.
1.2 This Maintenance Contract shall remain valid for a period of four years in accordance with
the General Conditions of Maintenance of Air conditioning systems installed in the Angola
Field Office concluded between the Bank and xxxxxxxxxxxxxxxThe Supplier warrants that
it is qualified by the manufacturer, in case of third party products, to supply and provide
maintenance services, technical or help desk support, new version upgrade and/or other
services related to the equipment installed. The Supplier further warrants that its work will
not negatively affect the performance of the system.
2. MAINTENANCE FEES - PAYMENT TERMS
2.1 In consideration of the provision of maintenance services for support for the air
conditioning systems hereunder, the Bank agrees to pay to the Supplier an amount not
exceeding xxxxxxxxxxxxonly xxxxxxxxx) for annual Maintenance Fee which are due from
Page 54 of 66
year 2, for four (4 years. The repairs and maintenance of the system shall, for the first year
after commissioning and handover, be covered by warranty. Payment shall be effected
upon system acceptance following receipt of invoice. The support will cover enhancement,
upgrade, hardware, replacement. (Please note that this does not cover hardware
replacement. The cost of any replaceable hardware after the warranty period shall be billed
to the Bank
2.2 The Annual Maintenance Fee is fixed for all the duration of 4 years and shall be paid at
once on presentation to the Bank of appropriate invoices and supporting documents.
Payment shall be made by the Bank within thirty (30) days of receipt of the relevant invoice
at the end of the year and after rendered service.
3. OBLIGATIONS OF THE SUPPLIER
The air conditioning systems must be maintained in a safe condition and in accordance with
statutory requirements. The contractor shall ensure, in liaise with the Gardens Towers
building Manager, that the AC system of the server room remains uninterrupted following
failure of the main power supply of the public network.
- Support and Routine Assistance
The Supplier’s maintenance and technical support personnel shall be available to assist and
consult with the staff of the Bank during normal business hours of the Ghana Field Office.
However, in the event of a critical or serious technical fault developing outside of these
hours, the contractor shall ensure that technical support personnel are available to respond
to and remedy any such fault at all times, including weekends and public holidays. Critical
or serious faults are defined within the Service Level Agreement.
- Errors and Corrections of defects for the products
The Supplier agrees to correct defects of the products sold to the Bank and to supply
replacements to the Bank at no additional charge. The Bank agrees to report
promptly to the Supplier any and all defects in, or problems with, the devices, which
it may discover. The Supplier shall correct the defects promptly after they are
discovered by the Bank or are reported to the Supplier.
3. SERVICES
3.1 Support and Routine Assistance.
The Supplier’s support staff shall provide support services to answer questions and to assist
the Bank, either on the phone or through on-site intervention, in resolving problems related to
the use and operation of the HVAC systems. In addition the user will institute a service, fault
and maintenance register. The Supplier shall undertake regular preventive maintenance of the
Bank’s Equipment. This task shall include, among other duties, the replacement of defective
consumables et spare parts. He should report to the Bank’s staff, keep the maintenance
records, and enter into the maintenance register the date of the visit, the tests carried out, the
adjustments made, and any further details that may be required accordingly.
3.2 Preventive maintenance
The Supplier commits to ensure a support of the air conditioning systems by on-site maintenance
in accordance with timetables adopted and agreed to by both two parties.
Page 55 of 66
The service tasks of the preventive maintenance covered by this include:
General
- The complete air conditioning and Ventilation systems will be maintained and are
guaranteed for a period of 12-months after the issue of the "handing over certificate" or the
commencement date of this Agreement or when the Installation or portions thereof have
been turned over for beneficial use, which ever date should occur last. During this period
any defective workmanship or materials shall be made good to the satisfaction of the
Bank’s staff.
- The preventive maintenance of all the HVAC installations shall frequently be carried out
and serviced, once per month. Hoverer, troubleshooting and repair shall occur at any time
on request.
- A major service shall be executed by the Provider in the 12th month of the contract
maintenance period, which shall be to the satisfaction of an Engineer mutually agreed upon
between the Provider and the Bank. This major service shall include all annual servicing
functions as recommended by the manufacturer/s of such materials and equipment or
similar.
- Maintenance shall be carried out on an acceptable and agreed day/s to perform full
maintenance on the basis of a proper preventative maintenance programme agreed upon
between the contractor and the Bank.
- The contractor will be required to carry out routine tests and service calls, general
attendance and instruction of the Bank’s staff. He shall undertake to be available within 4-
hours after emergency service call on a 24-hour basis and shall provide and keep up to date
the names and telephone numbers of any persons or contractors who could properly attend
to the installation.
- All materials and equipment shall be maintained entirely in accordance with the
manufacturer’s recommendations and to the satisfaction and approval of the Bank.
The major preventive maintenance activities will include:
- Check and clean air filters
- Cleaning the condensation trays
- Cleaning and disinfection of the external units
- Checking and cleaning the condensate drains
- Check the tightness of the refrigerant circuits
- Check the operation of regulation and automation systems
- Tightening electrical connections
- Any other services according to the industrial standards.
Page 56 of 66
The Provider shall furnish all consumables, spare parts and any other materials necessary during the
maintenance period.
3.3 Curative maintenance
The Supplier makes every effort to ensure the curative maintenance consisting in executing the
repair works of HVAC installations further to the breakdowns caused by a normal use which could
arise. To answer the demands of intervention, The Supplier arranges following services:
A Hot line service for repair requests.
An e-mail address for system malfunctions of all kinds, which allows for the defining of
problems and secures an effective intervention.
For the curative maintenance, the contractor should provide a list of necessary spare parts
required for smooth functioning of the HVAC systems.
10. FORCE MAJEURE
If the performance of this Contract is prevented or interfered with by reason of any
circumstances beyond the reasonable control of a party hereto, and which makes a party’s
performance of its obligations under the Contract impossible or so impracticable as to be
considered impossible under the circumstances, such party shall be excused from such
performance for the duration of the force majeure, provided that the party so affected a) has
taken all reasonable precautions, due care and reasonable alternative measures in order to
carry out the terms and conditions of this Contract, and b) has informed the other party as
soon as possible about the occurrence of such an event.
11. CONTRACT AMENDMENTS
No variation in or modification of the terms of the Contract shall be made except by written
amendment signed by the parties.
12. ASSIGNMENT
The Supplier shall not assign, in whole or in part, its obligations to perform under this
Contract, except with the Bank’s prior written consent.
13. SUBCONTRACTS
The Supplier shall notify the Bank in writing of all subcontracts awarded under this Contract.
Such notification shall not relieve the Supplier from any liability or obligation under the
Contract.
Page 57 of 66
14. DELAYS IN THE SUPPLIER’S PERFORMANCE
All services to be performed under this Maintenance Contract shall be provided by the
Supplier in accordance with the time schedule prescribed within the Service Level
Agreement. If at any time during performance of this Contract, the Supplier should
encounter conditions impeding timely delivery of and the performance of the Services, the
Supplier shall promptly notify the Bank in writing of the delay, its likely duration and its
cause(s). As soon as practicable after receipt of the Supplier’s notice, the Bank shall
evaluate the situation and may at its discretion extend the Supplier’s time for performance
or terminate the Contract with or without claiming liquidated damages from the Supplier.
15. TERMINATION OF CONTRACT
9.1 Termination for default - The Bank, without prejudice to any remedy for breach of Contract,
by written notice of default sent to the Supplier, may terminate this Contract in whole or in
part, if the Supplier fails to perform any obligation(s).
9.2 Termination for insolvency - The Bank may at any time terminate the Contract by giving
written notice to the Supplier if the Supplier becomes bankrupt or otherwise insolvent. In
this event, termination will be without compensation to the Supplier, provided that such
termination will not prejudice or affect any right of action or remedy, which has accrued or
will accrue thereafter to the Bank.
9.3 Termination for convenience - The Bank, by written notice sent to the Supplier, before 2
months, may terminate the Contract, in whole or in part, at any time for its convenience.
The notice of termination shall specify that termination is for the Bank’s convenience, the
extent to which performance of the Supplier under the Contract is terminated, and the date
upon which such termination becomes effective.
9.4 Upon termination of this Contract, the Supplier shall take immediate steps to end the
performance of the Contract in a prompt and orderly manner, mitigating any losses and
keeping further expenditure to a minimum.
15.5 If this Contract is terminated under this clause, the Bank shall be liable only for payment for
the part of the contract actually performed and actual expenses reasonably incurred prior to the
effective date of termination.
10 RESOLUTION OF DISPUTES
10.1 The Bank and the Supplier shall make every effort to resolve any disagreement or dispute
arising between them under or in connection with this Contract amicably by direct informal
negotiation. The party asserting the existence of a disagreement or dispute shall, promptly
upon becoming aware of such disagreement or dispute, notify the other party in writing
(such writing being referred to herein as the “Notice of Dispute”) specifying the nature of
the disagreement or dispute, and shall also provide such other information about the
disagreement or dispute as the other party may reasonably require.
10.2 If, after thirty (30) days from the commencement of such informal negotiations, the Bank
and the Supplier have been unable to amicably resolve the dispute or disagreement, either
party shall have the right to initiate arbitration proceedings in accordance with the
Page 58 of 66
UNCITRAL Arbitration Rules as at present in force. The arbitral tribunal shall consist of
one (1) arbitrator who shall be selected by agreement of the parties. If the parties are unable
to agree on the sole arbitrator, the London Court of International Arbitration (LCIA) shall
act as the appointing authority. The arbitration shall take place in Tunis. The language to be
used in the arbitral proceedings shall be English. The resulting award shall be final and
binding on the parties and shall be in lieu of any other remedy. Neither the parties, nor the
Arbitrator, nor the Appointing authority shall disclose the existence, consent, or results of
any arbitration except with the prior written consent of both parties.
10.3 The Arbitrator shall abide by the rules of Ethics for international Arbitrators established by
the international bar association. The authority of the Arbitration Tribunal to grant relief is
subject to the terms of this Arbitration clause, the terms of this agreement, and the law
governing the Contract. The Arbitration Tribunal shall have no authority to award
exemplary, punitive, or treble damages.
10.4 Nothing in this Contract shall operate or be construed as a waiver, renunciation or other
modification of any right, privilege, immunity and exemption accorded to the Bank under
the Agreement establishing the Bank, or under any applicable law.
11. GOVERNING LANGUAGE
The Contract shall be written in the English language. All correspondence and other
documents pertaining to the Contract, which are exchanged by the parties, shall be written
in English or French.
12. GOVERNING LAW
This Contract shall be governed and interpreted in accordance with English Law, excluding
its conflicts of law provisions.
13. TAXES AND DUTIES
The Bank, its assets, property, operations, transactions and income are exempt from all
forms of taxation in accordance with the provisions of the Agreement establishing the
African Development Bank. Accordingly, the Supplier shall not claim from the Bank any
taxes, levies, licence fees or any other such charges in relation to this Contract which are
paid or may be payable to the municipal/local Council or any other responsible Authority in
relation to this Contract and or the Services provided under this Contract.
14. CORRUPTION
The Supplier states that no employee of the Bank involved in the award of this contract, has
received, or will received, directly or indirectly, any kind of benefit or advantage from the
Supplier or its affiliates, resulting from the award of the Contract or its implementation.
15. NOTICES
Any notice, request or consent made pursuant to this Contract shall be in writing and shall
be deemed to have been made when delivered to an authorized representative of the party to
whom the communication is addressed, or when sent by registered mail or facsimile to such
party at the address specified below:
Page 59 of 66
For the Bank: The Manager, Corporate Procurement Division,
General Services Department (CGSP),
African Development Bank,
Temporary Relocation Agency (TRA)
Tunis, Tunisia.
For the Supplier: xxxxxxxxxxxxxx
Managing Director
xxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxx
16. ENTRY INTO FORCE
This Contract shall be effective on the day following system acceptance as specified in
Article 1.2 of this Contract.
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be duly executed in
their respective names by their duly authorized representatives, on the respective dates specified
below.
FOR AFRICAN DEVELOPMENT BANK
________________________________
XXXXXXXXXXXXXXXXXXXXXXXX
PRINCIPAL PROCUREMENT OFFICER
CORPORATE PROCUREMENT DIVISION (CGSP.2)
__________________
Date
FOR SUPPLIER
_______________________________
XXXXXXXXXXXXXXXXXXXXXXXX
MANAGING DIRECTOR
_________________
Date
Exhibit 3: Contract sample - Maintenance for Electrical installations
MAINTENANCE CONTRACT FOR PROVISION OF ELECTRIC INSTALLATIONS TO
THE AFRICAN DEVELOPMENT BANK FIELD OFFICE IN ANGOLA
THIS CONTRACT is entered into by and between THE AFRICAN DEVELOPMENT BANK
(hereinafter called the “Bank”), an international financial institution having its headquarters in
Abidjan, Avenue Joseph Anoma, 01 B.P. 1387, Abidjan, CÔTE d'IVOIRE and currently operating
from its Temporary Relocation Agency in Tunis, 15 Avenue du Ghana, BP 323 – 1002 Tunis
Belvédère, TUNISIA, of the one part and xxxxxxxxxxxxxx (hereinafter called the “Supplier”), a
Page 60 of 66
company duly incorporated and existing under the laws of the Angola, whose principal place of
business is located at xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, of the other part.
Parties mean the Supplier and the Bank collectively, and Party means any one of them, as the
context may indicate.
WHEREAS the Bank and the Supplier have agreed, in accordance with Section E of the General
Conditions of Maintenance of Electrical installations : Power supply distribution including
switchboards, lighting, sockets outlets, UPS, etc.. the AfDB Angola Field Office situated at Gika,
Garden Towers Luanda, Angola that the Supplier shall provide maintenance, support and routine
preventive maintenance for the electrical installations for the duration of this contract.
This contract includes the corrective maintenance and is linked to the principal contract.
NOW THEREFORE, the parties hereto agree as follows:
1. SCOPE AND TERM OF CONTRACT
1.1 The purpose of this Contract is to describe the Supplier's responsibilities in the Maintenance
of Electrical facilities installed in the Angola Field Office. The Supplier shall perform the
services and carry out its obligations with due diligence, efficiency and economy, in
accordance with standards specified in the Service Level Agreement. The Supplier shall
observe sound management practices, and employ as appropriate advanced technology and
safe method. In respect of this Contract, the Supplier shall always act as a faithful adviser to
the Bank and shall at all times support and safeguard the Bank’s legitimate interest in any
dealings with sub contractors or third parties.
1.2 This Maintenance Contract shall remain valid for a period of four years in accordance with
the General Conditions of Maintenance of Electrical installations installed in the Angola
Field Office concluded between the Bank and xxxxxxxxxxxxxxx The Supplier warrants that
it is qualified by the manufacturer, in case of third party products, to supply and provide
maintenance services, technical or help desk support, new version upgrade and/or other
services related to the equipment installed. The Supplier further warrants that its work will
not negatively affect the performance of the system.
2. MAINTENANCE FEES - PAYMENT TERMS
2.1 In consideration of the provision of maintenance services for support for the power system
hereunder, the Bank agrees to pay to the Supplier an amount not exceeding xxxxxxxx only
(US$ xxxxxxxxx) for annual Maintenance Fee which are due from year 2, for four (4 years.
The repairs and maintenance of the system shall, for the first year after commissioning and
handover, be covered by warranty. Payment shall be effected upon system acceptance
following receipt of invoice. The support will cover enhancement, upgrade, hardware,
replacement. (Please note that this does not cover hardware replacement. The cost of any
replaceable hardware after the warranty period shall be billed to the Bank
2.2 The Annual Maintenance Fee is fixed for all the duration of 4 years and shall be paid at
once on presentation to the Bank of appropriate invoices and supporting documents.
Payment shall be made by the Bank within thirty (30) days of receipt of the relevant invoice
at the end of the year and after rendered service.
Page 61 of 66
3. OBLIGATIONS OF THE SUPPLIER
The electric installations must be maintained in a safe condition and in accordance with
statutory requirements. The contractor shall ensure, in liaise with the Gardens Towers
building Manager, that power to critical systems (UPS, emergency lights, security systems)
remains uninterrupted following failure of the main supply of the public network.
- Support and Routine Assistance
The Supplier’s maintenance and technical support personnel shall be available to assist and
consult with the staff of the Bank during normal business hours of the Ghana Field Office.
However, in the event of a critical or serious technical fault developing outside of these
hours, the contractor shall ensure that technical support personnel are available to respond
to and remedy any such fault at all times, including weekends and public holidays. Critical
or serious faults are defined within the Service Level Agreement.
- Errors and Corrections of defects for the products
The Supplier agrees to correct defects of the products sold to the Bank and to supply
replacements to the Bank at no additional charge. The Bank agrees to report
promptly to the Supplier any and all defects in, or problems with, the devices, which
it may discover. The Supplier shall correct the defects promptly after they are
discovered by the Bank or are reported to the Supplier.
SERVICES
3.1 Support and Routine Assistance.
The Supplier’s support staff shall provide support services to answer questions and to assist
the Bank, either on the phone or through on-site intervention, in resolving problems related to
the use and operation of the electrical installations. In addition the user will institute a
service, fault and maintenance register. The Supplier shall undertake regular preventive
maintenance of the Bank’s Equipment. This task shall include, among other duties, the
replacement of defective consumables et electrical spare parts. He should report to the
Bank’s staff, keep the maintenance records, and enter into the maintenance register the date
of the visit, the tests carried out, the adjustments made, and any further details that may be
required accordingly.
3.2 Preventive maintenance
The Supplier commits to ensure a support of the electrical installations by on-site maintenance in
accordance with timetables adopted and agreed to by both two parties.
The service tasks of the preventive maintenance covered by this include:
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General
A monthly onsite preventive visit to check the correct operation of the electrical
installations
A monthly statement of energy meters
A comprehensive semi-annual preventive maintenance of all the electrical components
according to regulations and following the manufacturers’ requirements
A deep annual preventive review of all the electrical installations according to regulations
and following the manufacturers’ requirements.
Assistance and advice in the best practice administration relating to the electrical field
FOR THE MAIN POWER SUPPLY
The power supply of Bank’s field office in Angola includes: electrical cables, electrical
switchboards, normal and emergency lighting, electrical connections to the main system of the
Building, etc. i
The major preventive maintenance activities will include:
Cleaning and dusting of the electrical switchboards and other components;
Checking the earthing and equipotential wirings and checking the value of the earth
resistance which should be less than 1 Ohm.
Checking of circuit breakers and other electrical protection devices.
Tightening electrical connections
Updating and labeling of electrical drawings
Any other services according to industrial standards
FOR UPS
Preventive maintenance, troubleshooting, repair and restoration of proper functioning of
the all the components of the UPS,
Report to the Bank’s IT technician of the Bank, keep the maintenance records, and enters
into the maintenance register the date of the visit, the tests carried out, the adjustments
made, and any further details that may be required accordingly.
Check the batteries and make a load test on batteries
Tightening the electrical connections
Clean the UPS and all its components
Ensure the availability of the UPS on 24 hours of 24.
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3.3 Curative maintenance
The Supplier makes every effort to ensure the curative maintenance consisting in executing the
repair works of electrical installations further to the breakdowns caused by a normal use which
could arise. To answer the demands of intervention, The Supplier arranges following services:
A Hot line service for repair requests.
An e-mail address for system malfunctions of all kinds, which allows for the defining of
problems and secures an effective intervention.
For the curative maintenance, the contractor should provide a list of necessary spare parts
required for smooth functioning of the electrical components.
16. FORCE MAJEURE
If the performance of this Contract is prevented or interfered with by reason of any
circumstances beyond the reasonable control of a party hereto, and which makes a party’s
performance of its obligations under the Contract impossible or so impracticable as to be
considered impossible under the circumstances, such party shall be excused from such
performance for the duration of the force majeure, provided that the party so affected a) has
taken all reasonable precautions, due care and reasonable alternative measures in order to
carry out the terms and conditions of this Contract, and b) has informed the other party as
soon as possible about the occurrence of such an event.
17. CONTRACT AMENDMENTS
No variation in or modification of the terms of the Contract shall be made except by written
amendment signed by the parties.
18. ASSIGNMENT
The Supplier shall not assign, in whole or in part, its obligations to perform under this
Contract, except with the Bank’s prior written consent.
19. SUBCONTRACTS
The Supplier shall notify the Bank in writing of all subcontracts awarded under this Contract.
Such notification shall not relieve the Supplier from any liability or obligation under the
Contract.
20. DELAYS IN THE SUPPLIER’S PERFORMANCE
All services to be performed under this Maintenance Contract shall be provided by the
Supplier in accordance with the time schedule prescribed within the Service Level
Agreement. If at any time during performance of this Contract, the Supplier should
encounter conditions impeding timely delivery of and the performance of the Services, the
Supplier shall promptly notify the Bank in writing of the delay, its likely duration and its
cause(s). As soon as practicable after receipt of the Supplier’s notice, the Bank shall
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evaluate the situation and may at its discretion extend the Supplier’s time for performance
or terminate the Contract with or without claiming liquidated damages from the Supplier.
21. TERMINATION OF CONTRACT
9.1 Termination for default - The Bank, without prejudice to any remedy for breach of Contract,
by written notice of default sent to the Supplier, may terminate this Contract in whole or in
part, if the Supplier fails to perform any obligation(s).
9.2 Termination for insolvency - The Bank may at any time terminate the Contract by giving
written notice to the Supplier if the Supplier becomes bankrupt or otherwise insolvent. In
this event, termination will be without compensation to the Supplier, provided that such
termination will not prejudice or affect any right of action or remedy, which has accrued or
will accrue thereafter to the Bank.
9.3 Termination for convenience - The Bank, by written notice sent to the Supplier, before 2
months, may terminate the Contract, in whole or in part, at any time for its convenience.
The notice of termination shall specify that termination is for the Bank’s convenience, the
extent to which performance of the Supplier under the Contract is terminated, and the date
upon which such termination becomes effective.
9.4 Upon termination of this Contract, the Supplier shall take immediate steps to end the
performance of the Contract in a prompt and orderly manner, mitigating any losses and
keeping further expenditure to a minimum.
21.5 If this Contract is terminated under this clause, the Bank shall be liable only for payment for
the part of the contract actually performed and actual expenses reasonably incurred prior to the
effective date of termination.
10 RESOLUTION OF DISPUTES
10.1 The Bank and the Supplier shall make every effort to resolve any disagreement or dispute
arising between them under or in connection with this Contract amicably by direct informal
negotiation. The party asserting the existence of a disagreement or dispute shall, promptly
upon becoming aware of such disagreement or dispute, notify the other party in writing
(such writing being referred to herein as the “Notice of Dispute”) specifying the nature of
the disagreement or dispute, and shall also provide such other information about the
disagreement or dispute as the other party may reasonably require.
10.2 If, after thirty (30) days from the commencement of such informal negotiations, the Bank
and the Supplier have been unable to amicably resolve the dispute or disagreement, either
party shall have the right to initiate arbitration proceedings in accordance with the
UNCITRAL Arbitration Rules as at present in force. The arbitral tribunal shall consist of
one (1) arbitrator who shall be selected by agreement of the parties. If the parties are unable
to agree on the sole arbitrator, the London Court of International Arbitration (LCIA) shall
act as the appointing authority. The arbitration shall take place in Tunis. The language to be
used in the arbitral proceedings shall be English. The resulting award shall be final and
binding on the parties and shall be in lieu of any other remedy. Neither the parties, nor the
Arbitrator, nor the Appointing authority shall disclose the existence, consent, or results of
any arbitration except with the prior written consent of both parties.
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10.3 The Arbitrator shall abide by the rules of Ethics for international Arbitrators established by
the international bar association. The authority of the Arbitration Tribunal to grant relief is
subject to the terms of this Arbitration clause, the terms of this agreement, and the law
governing the Contract. The Arbitration Tribunal shall have no authority to award
exemplary, punitive, or treble damages.
10.4 Nothing in this Contract shall operate or be construed as a waiver, renunciation or other
modification of any right, privilege, immunity and exemption accorded to the Bank under
the Agreement establishing the Bank, or under any applicable law.
11. GOVERNING LANGUAGE
The Contract shall be written in the English language. All correspondence and other
documents pertaining to the Contract, which are exchanged by the parties, shall be written
in English or French.
12. GOVERNING LAW
This Contract shall be governed and interpreted in accordance with English Law, excluding
its conflicts of law provisions.
13. TAXES AND DUTIES
The Bank, its assets, property, operations, transactions and income are exempt from all
forms of taxation in accordance with the provisions of the Agreement establishing the
African Development Bank. Accordingly, the Supplier shall not claim from the Bank any
taxes, levies, licence fees or any other such charges in relation to this Contract which are
paid or may be payable to the municipal/local Council or any other responsible Authority in
relation to this Contract and or the Services provided under this Contract.
14. CORRUPTION
The Supplier states that no employee of the Bank involved in the award of this contract, has
received, or will received, directly or indirectly, any kind of benefit or advantage from the
Supplier or its affiliates, resulting from the award of the Contract or its implementation.
15. NOTICES
Any notice, request or consent made pursuant to this Contract shall be in writing and shall
be deemed to have been made when delivered to an authorized representative of the party to
whom the communication is addressed, or when sent by registered mail or facsimile to such
party at the address specified below:
For the Bank: The Manager, Corporate Procurement Division,
General Services Department (CGSP),
African Development Bank,
Temporary Relocation Agency (TRA)
Tunis, Tunisia.
For the Supplier: xxxxxxxxxxxxxx
Managing Director
xxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxx
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xxxxxxxxxxxxxxxxxxxxxxx
16. ENTRY INTO FORCE
This Contract shall be effective on the day following system acceptance as specified in
Article 1.2 of this Contract.
IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be duly executed in
their respective names by their duly authorized representatives, on the respective dates specified
below.
FOR AFRICAN DEVELOPMENT BANK
________________________________
XXXXXXXXXXXXXXXXXXXXXXXX
PRINCIPAL PROCUREMENT OFFICER
CORPORATE PROCUREMENT DIVISION (CGSP.2)
__________________
Date
FOR SUPPLIER
_______________________________
XXXXXXXXXXXXXXXXXXXXXXXX
MANAGING DIRECTOR
__________________
Date