African Development Bank Group Temporary Relocation Agency ...

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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

mailto:[email protected]

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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;.


Angola Field Office

2nd floor



Luanda

Angola

P.O. Box 3198

Telephone: +244 222 701000 or +244 930 049256


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)


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


Angola Field Office

2nd floor



Luanda

Angola

P.O. Box 3198

Telephone: +244 222 701000 or +244 930 049256


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


Angola Field Office

2nd floor



P.O. Box 3198

Luanda

Angola

Telephone: +244 222 701000 or +244 930 049256


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


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

_______________________________


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











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.





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.


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





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.




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.



consult with the staff of the Bank during normal business hours of the Ghana Field Office.


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.



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




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.


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


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.



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:




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












12. ASSIGNMENT



13. SUBCONTRACTS



Contract.

Page 57 of 66









































Page 58 of 66




















in English or French.

12. GOVERNING LAW










14. CORRUPTION




15. NOTICES





Page 59 of 66





Tunis, Tunisia.


Managing Director

xxxxxxxxxxxxxxxxxxxxxxxx







below.


________________________________




__________________

Date

FOR SUPPLIER

_______________________________


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






Page 60 of 66






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.





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.


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





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.



Page 61 of 66


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.



consult with the staff of the Bank during normal business hours of the Ghana Field Office.


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.



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




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.


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.


Page 62 of 66

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.

Page 63 of 66



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:




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












18. ASSIGNMENT



19. SUBCONTRACTS



Contract.








Page 64 of 66










































Page 65 of 66












in English or French.

12. GOVERNING LAW










14. CORRUPTION




15. NOTICES









Tunis, Tunisia.


Managing Director

xxxxxxxxxxxxxxxxxxxxxxxx


Page 66 of 66







below.


________________________________




__________________

Date

FOR SUPPLIER

_______________________________


MANAGING DIRECTOR

__________________

Date