Design, Supply and Installation of 11kV Auto Reclosers (Plant)

 March 2025

1. General

1. Scope of Bid

1. 1. In connection with the Specific Procurement Notice - Request for Bids (RFB), specified in the Bid Data Sheet (BDS), the Employer, as specified in the BDS, issues this bidding document for the Design, Supply and Installation of Plant as specified in Section VII, Employer’s Requirements. The name, identification, and number of lots (contracts) of this RFB are specified in the BDS.
   2. Throughout this bidding document:
2. the term “in writing” means communicated in written form (e.g., by mail, e-mail, fax, including if specified in the BDS, distributed or received through the electronic-procurement system used by the Employer) with proof of receipt;
3. if the context so requires, “singular” means “plural” and vice versa;
4. “Day” means calendar day, unless otherwise specified as “Business Day.” A Business Day is any day that is an official working day of the Borrower. It excludes the Borrower’s official public holidays;
5.  “ES” means environmental and social (including Sexual Exploitation and Abuse (SEA), and Sexual Harassment (SH));
6. “Sexual Exploitation and Abuse” “(SEA)” means the following:

Sexual Exploitation is defined as any actual or attempted abuse of position of vulnerability, differential power or trust, for sexual purposes, including, but not limited to, profiting monetarily, socially or politically from the sexual exploitation of another.  

Sexual Abuse is defined as the actual or threatened physical intrusion of a sexual nature, whether by force or under unequal or coercive conditions.

1. “Sexual Harassment” “(SH)” is defined as unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature by the Contractor’s Personnel with other Contractor’s or Employer’s Personnel.
2. “Contractor’s Personnel” is as defined in GCC Sub-Clause 1; and
3. “Employer’s Personnel” is as defined in GCC Sub-Clause 1.

A non-exhaustive list of (i) behaviors which constitute SEA and (ii) behaviors which constitute SH is attached to the Code of Conduct form in Section IV.

1. Source of Funds

1. 1. The Borrower or Recipient (hereinafter called “Borrower”) indicated in the BDS has applied for or received financing (hereinafter called “funds”) from the World Bank (hereinafter called “the Bank”) in an amount specified in BDS, toward the project named in BDS.  The Borrower intends to apply a portion of the funds to eligible payments under the contract(s) for which this bidding document is issued.
   2. Payment by the Bank will be made only at the request of the Borrower and upon approval by the Bank in accordance with the terms and conditions of the Loan (or other financing) Agreement. The Loan (or other financing) Agreement prohibits a withdrawal from the loan account for the purpose of any payment to persons or entities, or for any import of goods, equipment, plant, or materials, if such payment or import is prohibited by a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations. No party other than the Borrower shall derive any rights from the Loan (or other financing) Agreement or have any claim to the proceeds of the Loan (or other financing).

1. Fraud and Corruption

1. 1. The Bank requires compliance with the Bank’s Anti-Corruption Guidelines and its prevailing sanctions policies and procedures as set forth in the WBG’s Sanctions Framework, as set forth in Section VI.
   2. In further pursuance of this policy, bidders shall permit and shall cause their agents (where declared or not), subcontractors, subconsultants, service providers, suppliers, and personnel, to permit the Bank to inspect all accounts, records and other documents relating to any initial selection process, prequalification process, bid submission, proposal submission and contract performance (in the case of award), and to have them audited by auditors appointed by the Bank.

1. Eligible Bidders

1. 1. A Bidder may be a firm that is a private entity, a state-owned enterprise or institution subject to ITB 4.6, or any combination of such entities in the form of a joint venture (JV) under an existing agreement or with the intent to enter into such an agreement supported by a letter of intent.  In the case of a joint venture, all members shall be jointly and severally liable for the execution of the entire Contract in accordance with the Contract terms. The JV shall nominate a Representative who shall have the authority to conduct all business for and on behalf of any and all the members of the JV during the Bidding process and, in the event the JV is awarded the Contract, during contract execution. Unless specified in the BDS, there is no limit on the number of members in a JV.
   2. A Bidder shall not have a conflict of interest. Any Bidder found to have a conflict of interest shall be disqualified. A Bidder may be considered to have a conflict of interest for the purpose of this Bidding process, if the Bidder:
2. directly or indirectly controls, is controlled by or is under common control with another Bidder; or
3. receives or has received any direct or indirect subsidy from another Bidder; or
4. has the same legal representative as another Bidder; or
5. has a relationship with another Bidder, directly or through common third parties, that puts it in a position to influence the Bid of another Bidder, or influence the decisions of the Employer regarding this Bidding process; or
6. or any of its affiliates participated as a consultant in the preparation of the design or technical specifications of the Plant and Installation Services that are the subject of the Bid; or
7. or any of its affiliates has been hired (or is proposed to be hired) by the Employer or Borrower as Project Manager for the Contract implementation; or
8. would be providing goods, works, or non-consulting services resulting from or directly related to consulting services for the preparation or implementation of the project specified in the BDS ITB 2.1 that it provided or were provided by any affiliate that directly or indirectly controls, is controlled by, or is under common control with that firm; or
9. has a close business or family relationship with a professional staff of the Borrower (or of the project implementing agency, or of a recipient of a part of the loan) who: (i) are directly or indirectly involved in the preparation of the bidding document or specifications of the Contract, and/or the Bid evaluation process of such Contract; or (ii) would be involved in the implementation or supervision of such contract unless the conflict stemming from such relationship has been resolved in a manner acceptable to the Bank throughout the Bidding process and execution of the Contract.
   1. A firm that is a Bidder (either individually or as a JV member) shall not participate as a Bidder or as JV member in more than one Bid except for permitted alternative Bids. Such participation shall result in the disqualification of all Bids in which the firm is involved. However, this does not limit the participation of a Bidder as subcontractor in another Bid or of a firm as a subcontractor in more than one Bid.
   2. A Bidder may have the nationality of any country, subject to the restrictions pursuant to ITB 4.8. A Bidder shall be deemed to have the nationality of a country if the Bidder is constituted, incorporated or registered in and operates in conformity with the provisions of the laws of that country, as evidenced by its articles of incorporation (or equivalent documents of constitution or association) and its registration documents, as the case may be. This criterion also shall apply to the determination of the nationality of proposed subcontractors or subconsultants for any part of the Contract including related Services.
   3. A Bidder that has been sanctioned by the Bank, pursuant to the Bank’s Anti-Corruption Guidelines, in accordance with its prevailing sanctions policies and procedures as set forth in the WBG’s Sanctions Framework as described in Section VI paragraph 2.2 d., shall be ineligible to be prequalified for, initially selected for, bid for, propose for, or be awarded a Bank-financed contract or benefit from a Bank-financed contract, financially or otherwise, during such period of time as the Bank shall have determined. The list of debarred firms and individuals is available at the electronic address specified in the BDS.
   4. Bidders that are state-owned enterprises or institutions in the Employer’s Country may be eligible to compete and be awarded a Contract(s) only if they can establish, in a manner acceptable to the Bank, that they (i) are legally and financially autonomous (ii) operate under commercial law, and (iii) are not under supervision of the Employer.
   5. A Bidder shall not be under suspension from Bidding by the Employer as the result of the operation of a Bid-Securing Declaration or Proposal-Securing Declaration.
   6. Firms and individuals may be ineligible if so indicated in Section V and (a)as a matter of law or official regulations, the Borrower’s country prohibits commercial relations with that country, provided that the Bank is satisfied that such exclusion does not preclude effective competition for the supply of goods or the contracting of works or services required; or (b)by an act of compliance with a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations, the Borrower’s country prohibits any import of goods or contracting of works or services from that country, or any payments to any country, person, or entity in that country. Where the procurement is implemented across jurisdictional boundaries (and more than one country is a Borrower, and is involved in the procurement), then exclusion of a firm or individual on the basis of ITB 4.8 (a) above by any country may be applied to that procurement across other countries involved, if the Bank and the Borrowers involved in the procurement agree.
   7. A Bidder shall provide such documentary evidence of eligibility satisfactory to the Employer, as the Employer shall reasonably request.    
   8. A firm that is under a sanction of debarment by the Borrower from being awarded a contract is eligible to participate in this procurement, unless the Bank, at the Borrower’s request, is satisfied that the debarment; (a) relates to fraud or corruption, and (b) followed a judicial or administrative proceeding that afforded the firm adequate due process.
   9. This bidding is open only to prequalified Bidders unless specified in the BDS.

1. Eligible Plant and Installation Services

1. 1. The Plant and Installation Services to be supplied under the Contract and financed by the Bank may have their origin in any country in accordance with Section V, Eligible Countries.
   2. For purposes of ITB 5.1 above, “origin” means the place where the Plant, or component parts thereof are mined, grown, produced or manufactured, and from which the services are provided.  Plant components are produced when, through manufacturing, processing, or substantial or major assembling of components, a commercially recognized product results that is substantially different in its basic characteristics or in purpose or utility from its components.

1. Contents of Bidding Document

1. Sections of  Bidding Document

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

PART 1. Bidding Procedures

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

PART 2. Employer’s Requirements

• Section VII -Employer’s Requirements

PART 3. Conditions of Contract and Contract Forms

• Section VIII - General Conditions of Contract (GCC)
• Section IX -Particular Conditions of Contract (PCC)
• Section X -Contract Forms
  1. The Specific Procurement Notice-Request for Bids (RFB) issued by the Employer, or the Notice of Request for Bids (RFB) issued by the Employer to the prequalified Bidders are not part of the bidding document.
  2. Unless obtained directly from the Employer, the Employer is not responsible for the completeness of the document, responses to requests for clarification, the Minutes of the pre-Bid meeting (if any), or Addenda to the bidding document in accordance with ITB 8. In case of any contradiction, documents obtained directly from the Employer shall prevail.
  3. The Bidder is expected to examine all instructions, forms, terms, and specifications in the bidding document and to furnish with its Bid all information or documentation as is required by the bidding document.

1. Clarification of Bidding Document, Site Visit, Pre-Bid Meeting

1. 1. A Bidder requiring any clarification of the bidding document shall contact the Employer in writing at the Employer’s address indicated in the BDS or raise his enquiries during the pre-Bid meeting if provided for in accordance with ITB 7.4. The Employer will respond in writing to any request for clarification, provided that such request is received prior to the deadline for submission of Bids within a period specified in the BDS.  The Employer shall forward copies of its response to all Bidders who have acquired the bidding document in accordance with ITB 6.3, including a description of the inquiry but without identifying its source. If so specified in the BDS, the Employer shall also promptly publish its response at the web page identified in the BDS. Should the clarification result in changes to the essential elements of the bidding document, the Employer shall amend the bidding document following the procedure under ITB 8 and ITB 23.2.
   2. The Bidder is advised to visit and examine the site where the Plant is to be installed and its surroundings and obtain for itself on its own responsibility all information that may be necessary for preparing the Bid and entering into a Contract for the provision of Plant and Installation Services. The costs of visiting the site shall be at the Bidder’s own expense.
   3. The Bidder and any of its personnel or agents will be granted permission by the Employer to enter upon its premises and lands for the purpose of such visit, but only upon the express condition that the Bidder, its personnel, and agents will release and indemnify the Employer and its personnel and agents from and against all liability in respect thereof, and will be responsible for death or personal injury, loss of or damage to property, and any other loss, damage, costs, and expenses incurred as a result of the inspection.
   4. If so specified in the BDS, the Bidder’s designated representative is invited to attend a pre-Bid meeting and/or a site visit. The purpose of the meeting will be to clarify issues and to answer questions on any matter that may be raised at that stage.
   5. The Bidder is requested to submit any questions in writing, to reach the Employer not later than one week before the meeting.
   6. Minutes of the pre-Bid meeting, including the text of the questions raised without identifying the source, and the responses given, together with any responses prepared after the meeting, will be transmitted promptly to all Bidders who have acquired the bidding document in accordance with ITB 6.3.  If so specified in the BDS, the Employer shall also promptly publish the Minutes of the pre-Bid meeting at the web page identified in the BDS. Any modification to the bidding document that may become necessary as a result of the pre-Bid meeting shall be made by the Employer exclusively through the issue of an Addendum pursuant to ITB 8 and not through the minutes of the pre-Bid meeting. Nonattendance at the pre-Bid meeting will not be a cause for disqualification of a Bidder.

1. Amendment of Bidding Document

1. 1. At any time prior to the deadline for submission of Bids, the Employer may amend the bidding document by issuing addenda.
   2. Any addendum issued shall be part of the bidding document and shall be communicated in writing to all who have obtained the bidding document from the Employer in accordance with ITB 6.3. The Employer shall also promptly publish the addendum on the Employer’s web page in accordance with ITB 7.1.
   3. To give prospective Bidders reasonable time in which to take an addendum into account in preparing their Bids, the Employer may, at its discretion, extend the deadline for the submission of bids, pursuant to ITB 23.2.

1. Preparation of Bids

1. Cost of Bidding

1. 1. The Bidder shall bear all costs associated with the preparation and submission of its Bid, and the Employer shall not be responsible or liable for those costs, regardless of the conduct or outcome of the Bidding process.

1. Language of Bid

1. 1. The Bid, as well as all correspondence and documents relating to the Bid exchanged by the Bidder and the Employer, shall be written in the language specified in the BDS. Supporting documents and printed literature that are part of the Bid may be in another language provided they are accompanied by an accurate translation of the relevant passages in the language specified in the BDS, in which case, for purposes of interpretation of the Bid, such translation shall govern.

1. Documents Comprising the Bid

1. 1. The Bid shall comprise two Parts, namely the Technical Part and the Financial Part. These two Parts shall be submitted simultaneously in two separate sealed envelopes (two-envelope Bidding process). One envelope shall contain only information relating to the Technical Part and the other, only information relating to the Financial Part. These two envelopes shall be enclosed in a separate sealed outer envelope marked “Original Bid”
   2. The Technical Part shall comprise the following:
2. Letter of Bid - Technical Part, prepared in accordance with ITB12;
3. Bid Security or Bid Securing Declaration, in accordance with ITB 20;
4. Alternative Bid - Technical Part: if permissible in accordance with ITB 13, the Technical Part of any Alternative Bid;
5. Authorization: written confirmation authorizing the signatory of the Bid to commit the Bidder, in accordance with ITB 21.3;
6. Eligibility of Plant and Installation Services: documentary evidence established in accordance with ITB 14.1 that the Plant and Installation Services offered by the Bidder in its Bid or in any alternative Bid, if permitted, are eligible;
7. Bidder’s Eligibility and Qualifications: documentary evidence in accordance with ITB 15.1 establishing the Bidder’s eligibility and qualifications ;
8. Conformity: documentary evidence in accordance with ITB 16 that the Plant and Installation Services offered by the Bidder conform to the bidding document;
9. Subcontractors: list of subcontractors in accordance with ITB 16.2; and
10. any other document required in the BDS.
    1. The Financial Part shall contain the following:
       1. Letter of Bid – Financial Part: prepared in accordance with ITB 12 and ITB 14;
       2. Price Schedules completed in accordance with ITB 12 and ITB 17;
       3. Alternative Bid - Financial Part: if permissible in accordance with ITB 13, the Financial Part of any Alternative Bid; and
       4. any other document required in the BDS.
    2. The Technical Part shall not include any information related to the Bid price. Where material financial information related to the Bid price is contained in the Technical Part the Bid shall be declared non-responsive.
    3. In addition to the requirements under ITB 11.2, Bids submitted by a JV shall include in the Technical Part a copy of the Joint Venture Agreement entered into by all members. Alternatively, a letter of intent to execute a Joint Venture Agreement in the event of a successful Bid shall be signed by all members and submitted with the Bid, together with a copy of the proposed Agreement.
    4. The Bidder shall furnish in the Letter of Bid - Financial Part information on commissions and gratuities, if any, paid or to be paid to agents or any other party relating to this Bid

1. Letters of Bid and Price Schedules

1. 1. The Letter of Bid - Technical Part and the Letter of Bid- Financial Part including the Price Schedules shall be prepared, using the relevant forms furnished in Section IV, Bidding Forms.  The forms must be completed as instructed in each form without any alterations to the text, and no substitutes shall be accepted except as provided under ITB 21.3. All blank spaces shall be filled in with the information requested.

1. Alternative Bids

1. 1. Unless otherwise specified in the BDS, alternative Bids shall not be considered.
   2. When alternatives to the Time Schedule are explicitly invited, a statement to that effect will be included in the BDS, and the method of evaluating different time schedules will be described in Section III, Evaluation and Qualification Criteria.
   3. Except as provided under ITB 13.4 below, Bidders wishing to offer technical alternatives to the Employer’s requirements as described in the bidding document must also provide: (i) a price at which they are prepared to offer a Plant meeting the Employer’s requirements; and (ii) all information necessary for a complete evaluation of the alternatives by the Employer, including drawings, design calculations, technical specifications, breakdown of prices, and proposed installation methodology and other relevant details.  Only the technical alternatives, if any, of the Bidder with the Most Advantageous Bid conforming to the basic technical requirements shall be considered by the Employer.
   4. When Bidders are invited in the BDS to submit alternative technical solutions for specified parts of the facilities, such parts will be identified in the BDS, as will the method for their evaluation, and described in Section VII, Employer’s Requirements.

1. Documents Establishing the Eligibility of the Plant and Installation Services

1. 1. To establish the eligibility of the Plant and Installation Services in accordance with ITB 5, Bidders shall complete the country of origin declarations in the Price Schedule Forms, included in Section IV, Bidding Forms.

1. Documents Establishing the Eligibility and Qualifications of the Bidder

1. 1. To establish Bidder’s eligibility in accordance with ITB 4, Bidders shall complete the Letter of Bid- Technical Part, included in Section IV, Bidding Forms.
   2. To establish its qualifications to perform the Contract in accordance with Section III, Evaluation and Qualification Criteria, the Bidder shall provide the information requested in the corresponding information sheets included in Section IV, Bidding Forms.
   3. Any change in the structure or formation of a Bidder after being prequalified and invited to Bid, if applicable, (including, in the case of a JV, any change in the structure or formation of any member and also including any change in any specialized subcontractor whose qualifications were considered to prequalify the Applicant) shall be subject to the written approval of the Employer prior to the deadline for submission of Bids. Such approval shall be denied if (i) a Bidder proposes to associate with a disqualified Bidder or in case of a disqualified joint venture, any of its members; (ii) as a consequence of the change, the Bidder no longer substantially meets the qualification criteria; or (iii) in the opinion of the Employer, the change may result in a substantial reduction in competition. Any such change should be submitted to the Employer not later than fourteen (14) days after the date of the notice for RFB sent to the prequalified Bidders

1. Documents Establishing the Conformity of the Plant and  Installation Services

1. 1. The Bidder shall furnish the information stipulated in Section IV, Bidding Forms in sufficient detail to demonstrate substantial responsiveness of the Bidders’ proposal to the work requirements and the completion time. 
   2. For major items of Plant and Installation Services as listed by the Employer in Section III, Evaluation and Qualification Criteria, which the Bidder intends to purchase or subcontract, the Bidder shall give details of the name and nationality of the proposed Subcontractors, including manufacturers, for each of those items. In addition, the Bidder shall include in its Bid information establishing compliance with the requirements specified by the Employer for these items.  Quoted rates and prices will be deemed to apply to whichever Subcontractor is appointed, and no adjustment of the rates and prices will be permitted.
   3. The Bidder shall be responsible for ensuring that any Subcontractor proposed complies with the requirements of ITB 4, and that any Plant, or services to be provided by the Subcontractor comply with the requirements of ITB 5 and ITB 16.1.

1. Bid Prices and Discounts

1. 1. Unless otherwise specified in the BDS, Bidders shall quote for the entire Plant and Installation Services on a “single responsibility” basis. The total Bid price shall include all the Contractor’s obligations mentioned in or to be reasonably inferred from the bidding document in respect of the design, manufacture, including procurement and subcontracting (if any), delivery, construction, installation and completion of the Plant.  This includes all requirements under the Contractor’s responsibilities for testing, pre-commissioning and commissioning of the Plant and, where so required by the bidding document, the acquisition of all permits, approvals and licenses, etc.; the operation, maintenance and training services and such other items and services as specified in the bidding document, all in accordance with the requirements of the General Conditions. Items against which no price is entered by the Bidder will not be paid for by the Employer when executed and shall be deemed to be covered by the prices for other items.
   2. Bidders are required to quote the price for the commercial, contractual and technical obligations outlined in the bidding document.
   3. Bidders shall give a breakdown of the prices in the manner and detail called for in the Price Schedules included in Section IV, Bidding Forms.
   4. Depending on the scope of the Contract, the Price Schedules may comprise up to the six (6) schedules listed below.  Separate numbered Schedules included in Section IV, Bidding Forms, from those numbered 1 to 4 below, shall be used for each of the elements of the Plant and Installation Services. The total amount from each Schedule corresponding to an element of the Plant and Installation Services shall be summarized in the schedule titled Grand Summary, (Schedule 5), giving the total Bid price(s) to be entered in the Letter of Bid. Bidders shall note that the plant and equipment included in Schedule Nos. 1 and 2 below exclude materials used for civil, building and other construction works.  All such materials shall be included and priced under Schedule No. 4, Installation Services. The Schedules comprise:

Schedule No. 1:    Plant (including Mandatory Spare Parts) Supplied from Abroad

Schedule No. 2:    Plant (including Mandatory Spare Parts) Supplied from within the Employer’s Country

Schedule No. 3:    Design Services

Schedule No. 4:    Installation Services

Schedule No. 5:    Grand Summary (Schedule Nos.1 to 4)

Schedule No. 6:    Recommended Spare Parts

1. 1. In the Schedules, Bidders shall give the required details and a breakdown of their prices as follows:
      1. Plant to be supplied from abroad (Schedule No. 1):

          The price of the Plant shall be quoted on CIP-named place of destination basis as specified in the BDS.

1. 1. 1. Plant manufactured within the Employer’s Country (Schedule No. 2):

(i)    The price of the Plant shall be quoted on an EXW Incoterm basis (such as “ex-works,” “ex-factory,” “ex-warehouse” or “off-the-shelf,” as applicable), including all customs duties, sales and other taxes already paid or payable on the components and raw materials used in the manufacture or assembly of the Plant;

(ii)   Sales tax and all other taxes payable in the Employer’s Country on the Plant if the contract is awarded to the Bidder;

1. 1. 1. Design Services (Schedule No. 3);
      2. Installation Services shall be quoted separately (Schedule No. 4) and shall include rates or prices for local transportation to named place of final destination as specified in the BDS, insurance and other services incidental to delivery of the Plant, all labor, contractor’s equipment, temporary works, materials, consumables and all matters and things of whatsoever nature, including operations and maintenance services, the provision of operations and maintenance manuals, training, etc., where identified in the bidding document, as necessary for the proper execution of the installation and other services, including all taxes, duties, levies and charges payable in the Employer’s Country as of twenty-eight (28) days prior to the deadline for submission of Bids;

(e)     Recommended spare parts shall be quoted separately (Schedule 6) as specified in either subparagraph (a) or (b) above in accordance with the origin of the spare parts.

1. 1. The terms EXW, CIP, and other similar terms shall be governed by the rules prescribed in the current edition of Incoterms, published by the International Chamber of Commerce, as specified in the BDS.
   2. The prices shall be either fixed or adjustable as specified in the BDS.
   3. In the case of Fixed Price, prices quoted by the Bidder shall be fixed during the Bidder’s performance of the contract and not subject to variation on any account.  A Bid submitted with an adjustable price quotation will be treated as non-responsive and rejected.
   4. In the case of Adjustable Price, prices quoted by the Bidder shall be subject to adjustment during performance of the contract to reflect changes in the cost elements such as labor, material, transport and contractor’s equipment in accordance with the procedures specified in the corresponding Appendix to the Contract Agreement. A Bid submitted with a fixed price quotation will not be rejected, but the price adjustment will be treated as zero.  Bidders are required to indicate the source of labor and material indices in the corresponding Form in Section IV, Bidding Forms.
   5. If so indicated in ITB 1.1, Bids are being invited for individual lots (contracts) or for any combination of lots (packages).  Bidders wishing to offer any price reduction (discount) for the award of more than one Contract shall specify in their Letter of Bid the price reductions applicable to each package, or alternatively, to individual Contracts within the package, and the manner in which the price reductions will apply. However, discounts on condition of award of more than one contract will not be used for Bid evaluation purpose.
   6.  Bidders wishing to offer any unconditional discount shall specify in their Letter of Bid the offered discounts and the manner in which price discounts will apply.

1. Currencies of Bid and Payment

1. 1. The currency(ies) of the Bid and the currency(ies) of payments shall be the same.  The Bidder shall quote in the currency of the Employer’s country the portion of the Bid price that corresponds to expenditures incurred in the currency of the Employer’s Country, unless otherwise specified in the BDS.
   2. The Bidder may express the Bid price in any currency. If the Bidder wishes to be paid in a combination of amounts in different currencies, it may quote its price accordingly but shall use no more than three foreign currencies in addition to the currency of the Employer’s Country.

1. Period of Validity of Bids

1. 1. Bids shall remain valid until the date specified in the BDS or any extended date if amended by the Employer in accordance with ITB 8. A Bid that is not valid until the date specified in the BDS, or any extended date if amended by the Employer in accordance with ITB 8, shall be rejected by the Employer as nonresponsive.
   2. In exceptional circumstances, prior to the date of expiration of the Bid validity, the Employer may request Bidders to extend the period of validity of their Bids. The request and the responses shall be made in writing. If a Bid Security is requested in accordance with ITB 20, the Bidder granting the request shall also extend the Bid Security for twenty-eight (28) days beyond the deadline of the extended validity period. A Bidder may refuse the request without forfeiting its Bid Security. A Bidder granting the request shall not be required or permitted to modify its Bid, except as provided in ITB 19.3.
   3. If the award is delayed by a period exceeding fifty-six (56) days beyond the expiry of the initial Bid validity specified in accordance with ITB 19.1, the Contract price shall be determined as follows:
2. in the case of fixed price contracts, the Contract price shall be the Bid price adjusted by the factor or factors specified in the BDS;
3. in the case of adjustable price contracts, no adjustment shall be made; or
4. in any case, Bid evaluation shall be based on the Bid price without taking into consideration the applicable correction from those indicated above.

1. Bid Security

1. 1. The Bidder shall furnish as part of the Technical Part of its Bid, either a Bid-Securing Declaration or a Bid Security as specified in the BDS, in original form and, in the case of a Bid Security, in the amount and currency specified in the BDS.
   2. A Bid-Securing Declaration shall use the form included in Section IV Bidding Forms.
   3. If a Bid Security is specified pursuant to ITB 20.1, the Bid security shall be a demand guarantee in any of the following forms at the Bidder’s option:
2. an unconditional guarantee issued by a bank or non-bank financial institution (such as an insurance, bonding or surety company);
3. an irrevocable letter of credit;
4. a cashier’s or certified check; or
5. another security indicated in the BDS,

          from a reputable source from an eligible country. If an unconditional guarantee is issued by a non-bank financial institution located outside the Employer’s Country the issuing non-bank financial institution shall have a correspondent financial institution located in the Employer’s Country to make it enforceable unless the Employer has agreed in writing, prior to Bid submission, that a correspondent financial institution is not required. In the case of a bank guarantee, the Bid Security shall be submitted either using the Bid Security Form included in Section IV, Bidding Forms, or in another substantially similar format approved by the Employer prior to Bid submission. The Bid Security shall be valid for twenty-eight (28) days beyond the original date of expiry of the Bid validity, or beyond any extended date if requested under ITB 19.2.

1. 1. If a Bid Security or a Bid-Securing Declaration is specified pursuant to ITB 20.1, any Bid not accompanied by a substantially responsive Bid Security or Bid-Securing Declaration shall be rejected by the Employer as nonresponsive.
   2. If a Bid Security is specified pursuant to ITB 20.1, the Bid Security of unsuccessful Bidders shall be returned as promptly as possible upon the successful Bidder’s furnishing of the Performance Security pursuant to ITB 47.
   3. The Bid Security of the successful Bidder shall be returned as promptly as possible once the successful Bidder has signed the Contract and furnished the required Performance Security.
   4. The Bid Security may be forfeited:
2. if a Bidder withdraws its Bid prior to the expiry date of the Bid validity specified by the Bidder on the Letter of Bid or any extended date provided by the Bidder; or
3. if the successful Bidder fails to:

1. sign the Contract in accordance with ITB 46; or
2. furnish a Performance Security in accordance with ITB 47.
   1. The Bid Security or the Bid-Securing Declaration of a JV shall be in the name of the JV that submits the Bid. If the JV has not been legally constituted into a legally enforceable JV at the time of bidding, the Bid Security or the Bid Securing Declaration shall be in the names of all future members as named in the letter of intent referred to in ITB 4.1 and ITB 11.5.
   2. If a Bid Security is not required in the BDS: and

1. if a Bidder withdraws its Bid prior to the expiry date of the Bid validity specified by the Bidder on the Letter of Bid, or any extended date provided by the Bidder; or
2. if the successful Bidder fails to:

1. sign the Contract in accordance with ITB 46; or
2. furnish a Performance Security in accordance with ITB 47;

the Borrower may, if provided for in the BDS, declare the Bidder disqualified to be awarded a contract by the Employer for a period of time as stated in the BDS.

1. Format and Signing of Bid

1. 1. The Bidder shall prepare the Bid, in accordance with this Instruction, ITB 11 and ITB 22.
   2. Bidders shall mark as “Confidential” information in their Bids which is confidential to their business. This may include proprietary information, trade secrets or commercial or financially sensitive information.
   3. The original and all copies of the Bid shall be typed or written in indelible ink and shall be signed by a person duly authorized to sign on behalf of the Bidder.  This authorization shall consist of a written confirmation as specified in the BDS and shall be attached to the Bid.  The name and position held by each person signing the authorization must be typed or printed below the signature.  All pages of the Bid where entries or amendments have been made shall be signed or initialed by the person signing the Bid.
   4. In the case that the Bidder is a JV, the Bid shall be signed by an authorized representative of the JV on behalf of the JV, and so as to be legally binding on all the members as evidenced by a power of attorney signed by their legally authorized representatives.
   5. Any interlineations, erasures, or overwriting shall be valid only if they are signed or initialed by the person signing the Bid.

1. Submission of Bids

1. Submission, Sealing and Marking of Bids

1. 1. The Bidder shall deliver the Bid in two separate, sealed envelopes (the Technical Part and the Financial Part.). These two envelopes shall be enclosed in a separate sealed outer envelope marked “Original Bid”. In addition, the Bidder shall submit copies of the Bid in the number specified in the BDS. Copies of the Technical Part shall be placed in a separate sealed envelope marked “Copies: Technical Part”. Copies of the Financial Part shall be placed in a separate sealed envelope marked “Copies: Financial Part”. The Bidder shall place both of these envelopes in a separate, sealed outer envelope marked “Bid Copies”. In the event of any discrepancy between the original and the copies, the original shall prevail.
   2. If alternative Bids are permitted in accordance with ITB 13, the alternative Bids shall be submitted as follows: the original of the alternative Bid Technical Part shall be placed in a sealed envelope marked “Alternative Bid – Technical Part” and the Financial Part shall be placed in a sealed envelope marked “Alternative Bid – Financial Part” and these two separate sealed envelopes then enclosed within a sealed outer envelope marked “Alternative Bid – Original”, the copies of the alternative Bid will be placed in separate sealed envelopes marked “Alternative Bid – Copies Of Technical Part”, and “Alternative Bid – Copies Of Financial Part” and enclosed in a separate sealed outer envelope marked “Alternative Bid - Copies”.
   3. The envelopes marked “Original Bid” and “Bid Copies” (and, if appropriate, a third envelope marked “Alternative Bid”) shall be enclosed in a separate sealed outer envelope for submission to the Employer.
   4. The inner and outer envelopes shall:
2. bear the name and address of the Bidder;
3. be addressed to the Employer in accordance with ITB 23.1;
4. bear the specific identification of this Bidding process indicated in accordance with ITB 1.1; and
5. bear a warning not to open before the time and date for Bid opening.
   1. If all envelopes are not sealed and marked as required, the Employer will assume no responsibility for the misplacement or premature opening of the Bid.

1. Deadline for Submission of Bids

1. 1. Bids must be received by the Employer at the address and no later than the date and time indicated in the BDS. When so specified in the BDS, Bidders shall have the option of submitting their Bids electronically. Bidders submitting Bids electronically shall follow the electronic Bid submission procedures specified in the BDS.
   2. The Employer may, at its discretion, extend the deadline for the submission of Bids by amending the bidding document in accordance with ITB 8, in which case all rights and obligations of the Employer and Bidders previously subject to the deadline shall thereafter be subject to the deadline as extended.

1. Late Bids

1. 1. The Employer shall not consider any Bid that arrives after the deadline for submission of Bids, in accordance with ITB 23.  Any Bid received by the Employer after the deadline for submission of Bids shall be declared late, rejected, and returned unopened to the Bidder.

1. Withdrawal, Substitution, and Modification of Bids

1. 1. A Bidder may withdraw, substitute, or modify its bid after it has been submitted by sending a written notice, duly signed by an authorized representative, and shall include a copy of the authorization in accordance with ITB 21.3, (except that withdrawal notices do not require copies). The corresponding substitution or modification of the Bid must accompany the respective written notice.  All notices must be:
2. prepared and submitted in accordance with ITB 21 and ITB 22 (except that withdrawals notices do not require copies), and in addition, the respective envelopes shall be clearly marked “Withdrawal,” “Substitution,” “Modification”; and
3. received by the Employer prior to the deadline prescribed for submission of Bids, in accordance with ITB 23.
   1. Bids requested to be withdrawn in accordance with ITB 25.1 shall be returned unopened to the Bidders.
   2. No Bid may be withdrawn, substituted, or modified in the interval between the deadline for submission of Bids and the date of expiry of the Bid validity specified by the Bidder on the Letter of Bid or any extended date thereof. 

1. Public Opening of Technical Parts of Bids

1. Public Opening of Technical Parts of Bids

1. 1. Except as in the cases specified in ITB 24 and ITB 25.2, the Employer shall publicly open and read out all Bids received by the deadline at the date, time and place specified in the BDS in the presence of Bidders’ designated representatives and anyone who choose to attend. Any specific electronic Bid opening procedures required if electronic Bidding is permitted in accordance with ITB 23.1, shall be as specified in the BDS.
   2. First, the written notice of withdrawal in the envelopes marked “Withdrawal” shall be opened and read out and the envelope with the corresponding Bid shall not be opened but returned to the Bidder.  No bid withdrawal shall be permitted unless the corresponding withdrawal notice contains a valid authorization to request the withdrawal and is read out at Bid opening.
   3. Next, envelopes marked “Substitution” shall be opened and read out and exchanged with the corresponding Bid being substituted, and the substituted Bid shall not be opened, but returned to the Bidder. No Bid substitution shall be permitted unless the corresponding substitution notice contains a valid authorization to request the substitution and is read out at Bid opening.
   4. Next, envelopes marked “Modification” shall be opened and read out with the corresponding Bid. No Bid modification shall be permitted unless the corresponding modification notice contains a valid authorization to request the modification and is read out at Bid opening.
   5. Next, all other envelopes marked “Technical Part” shall be opened one at a time. All envelopes marked “Second Envelope: Financial Part” shall remain sealed and kept by the Employer in safe custody until they are opened at a later public opening, following the evaluation of the Technical Part parts of the Bids. On opening the envelopes marked “Technical Part” the Employer shall read out: the name of the Bidder, the presence or the absence of a Bid Security, or Bid-Securing Declaration, if required, and whether there is a modification; and Alternative Bid - Technical Part; and any other details as the Employer may consider appropriate. 
   6. Only Technical Parts of Bids and Alternative Bid - Technical Parts that are read out at Bid opening shall be considered further for evaluation. The Letter of Bid- Technical Part and the separate sealed envelope marked “Second Envelope: Financial Part” are to be initialed by representatives of the Employer attending Bid opening in the manner specified in the BDS.
   7. The Employer shall neither discuss the merits of any Bid nor reject any Bid (except for late Bids, in accordance with ITB 24.1).
   8. The Employer shall prepare a record of the Bid opening that shall include, as a minimum:
      1. the name of the Bidder and whether there is a withdrawal, substitution, or modification;
      2. the receipt of  envelopes marked “Second Envelope: Financial Part”;
      3. if applicable, any alternative Bid-Technical Part; and
      4. the presence or absence of a Bid Security or a Bid-Securing Declaration. 
   9. The Bidders’ representatives who are present shall be requested to sign the record.  The omission of a Bidder’s signature on the record shall not invalidate the contents and effect of the record.  A copy of the record shall be distributed to all Bidders.

1. Evaluation of Bids- General Provisions

1. Confidentiality

1. 1. Information relating to the evaluation of the Technical Part shall not be disclosed to Bidders or any other persons not officially concerned with the Bidding process until the notification of evaluation of the Technical Part in accordance with ITB 33. Information relating to the evaluation of Financial Part, the evaluation of combined Technical Part and Financial Part, and recommendation of contract award shall not be disclosed to Bidders or any other persons not officially concerned with the RFB process until the Notification of Intention to Award the Contract is transmitted to Bidders in accordance with ITB 42..
   2. Any effort by a Bidder to influence the Employer in the evaluation of the bids or Contract award decisions may result in the rejection of its Bid.
   3. Notwithstanding ITB 27.2, from the time of Bid opening to the time of Contract Award, if any Bidder wishes to contact the Employer on any matter related to the Bidding process, it should do so in writing.

1. Clarification of Bids

1. 1. To assist in the examination, evaluation, and comparison of the Bids, and qualification of the Bidders, the Employer may, at its discretion, ask any Bidder for a clarification of its Bid.  Any clarification submitted by a Bidder that is not in response to a request by the Employer shall not be considered.  The Employer’s request for clarification and the response shall be in writing.  No change in the prices or substance of the Bid shall be sought, offered, or permitted, except to confirm the correction of arithmetic errors discovered by the Employer in the evaluation of the Bids, in accordance with ITB 35.
   2. If a Bidder does not provide clarifications of its Bid by the date and time set in the Employer’s request for clarification, its Bid may be rejected.

1. Deviations, Reservations, and Omissions

1. 1. During the evaluation of Bids, the following definitions apply:

(a)     “Deviation” is a departure from the requirements specified in the bidding document;

(b)     “Reservation” is the setting of limiting conditions or withholding from complete acceptance of the requirements specified in the bidding document; and

          (c) “Omission” is the failure to submit part or all of the information or documentation required in the bidding document.

1. 1. Provided that a Bid is substantially responsive, the Employer may waive any nonmaterial nonconformities in the Bid.
   2. Provided that a Bid is substantially responsive, the Employer may request that the Bidder submit the necessary information or documentation, within a reasonable period of time, to rectify nonmaterial nonconformities in the Bid related to documentation requirements. Requesting information or documentation on such nonconformities shall not be related to any aspect of the price of the Bid. Failure of the Bidder to comply with the request may result in the rejection of its Bid.

1. Evaluation of Technical Part of Bids

1. Determination of Responsiveness of Technical Part

1. 1. The Employer’s determination of the Technical Part’s responsiveness shall be based on the contents of the Bid, as specified in ITB 11.
   2. Preliminary examination of the Technical Part shall be carried out to identify proposals that are incomplete, invalid or substantially nonresponsive to the requirements of the Bidding documents. A substantially responsive Bid is one that materially confirms to the requirements of the Bidding document without material deviation, reservation, or omission. A material deviation, reservation, or omission is one that,

1. 1. if accepted, would:
      1. 1. affect in any substantial way the scope, quality, or performance of the Works specified in the Contract; or
         2. limit in any substantial way, inconsistent with the Bidding document, the Employer’s rights or the Bidder’s  obligations under the proposed Contract; or
   2. if rectified, would unfairly affect the competitive position of other Bidders presenting substantially responsive Bids.

1. 1. If the Technical Part is not substantially responsive to the requirements of the Bidding document, it shall be rejected by the Employer and may not subsequently be made responsive by correction of the material deviation, reservation, or omission.

1. Eligibility and Qualifications of the Bidder

1. 1. The Employer shall determine to its satisfaction whether the Bidders that have been assessed to have submitted substantially responsive Bids are eligible, and either continue to meet (if prequalification applies) or meet (if prequalification has not been carried out), the qualifying criteria specified in Section III, Evaluation and Qualification Criteria.
   2. The determination shall be based upon an examination of the documentary evidence of the Bidder’s eligibility and qualifications submitted by the Bidder, pursuant to ITB 15. The determination shall not take into consideration the qualifications of other firms such as the Bidder’s subsidiaries, parent entities, affiliates, subcontractors (other than Specialized Subcontractors if permitted in the bidding document), or any other firm.
   3. Prior to Contract award, the Employer will verify that the successful Bidder (including each member of a JV) is not disqualified by the Bank due to noncompliance with contractual SEA/SH prevention and response obligations. The Employer will conduct the same verification for each subcontractor proposed by the successful Bidder. If any proposed subcontractor does not meet the requirement, the Employer will require the Bidder to propose a replacement subcontractor.
   4. Only substantially responsive bids submitted by eligible and qualified bidders shall proceed to the detailed technical evaluation specified in ITB 32.

1. Detailed Evaluation of Technical Part

1. 1. The Employer’s evaluation of Technical Part will be carried out as specified in Section III, Evaluation and Qualification Criteria.
   2. The scores and weightings to be given to Rated Criteria (including technical and non-price factors and sub factors) are specified in the BDS.

1. Notification of Evaluation of Technical Parts and Public Opening of Financial Parts

1. Notification of Evaluation of Technical Parts and Public Opening of Financial Parts

1. 1. Following the completion of the evaluation of the Technical Parts of the Bids, the Employer shall notify in writing those Bidders whose Bids were considered substantially non-responsive to the bidding document or failed to meet the eligibility and qualification requirements, advising them of the following information:
2. the grounds on which their Technical Part of Bid failed to meet the requirements of the bidding document;
3. their envelopes marked “Second Envelope: Financial Part” will be returned to them unopened after the completion of the selection process and the signing of the Contract; and
4. notify them of the date, time and location of the public opening of the envelopes marked “Second Envelope: Financial Part”.
   1. The Employer shall, simultaneously, notify in writing those Bidders whose Technical Part have been evaluated as substantially responsive to the bidding document and met the eligibility and qualification requirements, advising them of the following information:

1. their Bid has been evaluated as substantially responsive to the bidding document and met the eligibility and qualification requirements;
2. their envelope marked “Second Envelope: Financial Part” will be opened at the public opening of the Financial Parts; and
3. notify them of the date, time and location of the second public opening of the envelopes marked “Second Envelope: Financial Part” as specified in the BDS.
   1. The opening date shall be not less than ten (10) Business Days from the date of notification of the results of the technical evaluation, specified in ITB 33.1 and 33.2. However, if the Employer receives a complaint on the results of the technical evaluation within the ten (10) Business Days, the opening date shall be subject to ITB 48.1. The Financial Part of the Bid shall be opened publicly in the presence of Bidders’ designated representatives and anyone who chooses to attend.
   2. At this public opening, the Financial Parts will be opened by the Employer in the presence of Bidders, or their designated representatives and anyone else who chooses to attend. Bidders who met the eligibility and qualification requirements and whose bids were evaluated as substantially responsive will have their envelopes marked “Second Envelope: Financial Part” opened at the second public opening. Each of these envelopes marked “Second Envelope: Financial Part” shall be inspected to confirm that they have remained sealed and unopened. These envelopes shall then be opened by the Employer. The Employer shall read out the names of each Bidder, the technical score and the total Bid prices, per lot (contract) if applicable, including any discounts and Alternative Bid - Financial Part, and any other details as the Employer may consider appropriate.
   3. Only envelopes of Financial Part of Bids, Financial Parts of Alternative Bids and discounts that are opened and read out at Bid opening shall be considered further for evaluation. The Letter of Bid – Financial Part and the Priced Activity Schedules are to be initialed by a representative of the Employer attending the Bid opening in the manner specified in the BDS.
   4. The Employer shall neither discuss the merits of any Bid nor reject any envelopes marked “Second Envelope: Financial Part” at this public opening.
   5. The Employer shall prepare a record of the Financial Part of the Bid opening that shall include, as a minimum: (a) the name of the Bidder whose Financial Part was opened; (b) the Bid price, per lot (contract) if applicable, including any discounts; and (c) if applicable, any Alternative Bid – Financial Part.
   6. The Bidders whose envelopes marked “Second Envelope: Financial Part” have been opened or their representatives who are present shall be requested to sign the record. The omission of a Bidder’s signature on the record shall not invalidate the contents and effect of the record. A copy of the record shall be distributed to all Bidders.

1. Evaluation of Financial Part of Bids

1. Adjustments for Non-material Noconformities

1. 1. Provided that a Bid is substantially responsive, the Employer shall rectify quantifiable nonmaterial nonconformities related to the Bid Price. To this effect, the Bid Price shall be adjusted, for comparison purposes only, to reflect the price of a missing or non-conforming item or component by adding the average price of the item or component quoted by substantially responsive Bidders.  If the price of the item or component cannot be derived from the price of other substantially responsive Bidders, the Employer shall use its best estimate.

1. Correction of Arithmetic Errors

1. 1. In evaluating the Financial Part of each Bid, the Employer shall correct arithmetical errors on the following basis:
2. where there are errors between the total of the amounts given under the column for the price breakdown and the amount given under the Total Price, the former shall prevail and the latter will be corrected accordingly;
3. where there are errors between the total of the amounts of Schedule Nos. 1 to 4 and the amount given in Schedule No. 5 (Grand Summary) the former shall prevail and the latter will be corrected accordingly;
4. if there is a discrepancy between words and figures, the amount in words shall prevail, unless the amount expressed in words is related to an arithmetic error, in which case the amount in figures shall prevail subject to (a) and (b) above.
   1. Bidders shall be requested to accept correction of arithmetical errors. Failure to accept the correction in accordance with ITB 35.1, shall result in the rejection of the Bid.

1. Evaluation Process, Financial Part

1. 1. To evaluate the Financial Part, the Employer shall consider the following:
2. the Bid price, excluding provisional sums and the provision, if any, for contingencies in the Price Schedules;
3. price adjustment for correction of arithmetic errors in accordance with ITB 35.1;
4. price adjustment due to discounts offered in accordance with ITB 17.11;
5. price adjustment due to quantifiable nonmaterial nonconformities in accordance with ITB 34.1;
6. converting the amount resulting from applying (a) to (c) above, if relevant, to a single currency in accordance with ITB 36.2; and  
7. the evaluation factors indicated in the BDS and detailed in Section III, Evaluation and Qualification Criteria.
   1. For evaluation and comparison purposes, the currency(ies) of the Bid shall be converted into a single currency as specified in the BDS.
   2. No margin of domestic preference shall apply.
   3. If price adjustment is allowed in accordance with ITB 17.7, the estimated effect of the price adjustment provisions of the Conditions of Contract, applied over the period of execution of the Contract, shall not be taken into account in Bid evaluation.
   4. If this bidding document allows Bidders to quote separate prices for different lots (contracts), each lot will be evaluated separately to determine the Most Advantageous Bid using the methodology specified in Section III, Evaluation and Qualification Criteria. Discounts that are conditional on the award of more than one lotor slice shall not be considered for Bid evaluation.

1. Abnormally Low Bids

1. 1. An Abnormally Low Bid is one where the Bid price, in combination with other elements of the Bid, appears so low that it raises material concerns as to the capability of the Bidder to perform the Contract for the offered Bid Price.
   2. In the event of identification of a potentially Abnormally Low Bid, the Employer shall seek written clarifications from the Bidder, including detailed price analyses of its Bid price in correlation to the subject matter of the contract, scope, proposed methodology, schedule, allocation of risks and responsibilities and any other requirements of the bidding document.
   3. After evaluation of the price analyses, in the event that the Employer determines that the Bidder has failed to demonstrate its capability to deliver the contract for the offered tender price, the Employer shall reject the Bid.

1. Unbalanced or Front Loaded Bids

1. 1. If the Bid that is evaluated as the lowest evaluated cost is, in the Employer’s opinion, seriously unbalanced or front loaded the Employer may require the Bidder to provide written clarifications. Clarifications may include detailed price analyses to demonstrate the consistency of the Bid prices with the scope of works, proposed methodology, schedule and any other requirements of the bidding document.
   2. After the evaluation of the information and detailed price analyses presented by the Bidder, the Employer may:
      1. accept the Bid; or
      2. if appropriate, require that the total amount of the Performance Security be increased, at the expense of the Bidder, to a level not exceeding twenty percent (20%) of the Contract Price; or
      3. reject the Bid.

1. Evaluation of Combined Technical and Financial Parts, Most Advantageous Bid and Notification of Intention to Award

1. Evaluation of combined Technical and Financial Parts, Most Advantageous Bid

1. 1. The Employer’s evaluation of responsive Bids will take into account technical factors, in addition to cost factors in accordance with Section III Evaluation and Qualification Criteria. The weight to be assigned for the Technical factors and cost is  specified in the BDS. The Employer will rank the Bids based on the evaluated Bid score (B).
   2. The Employer shall determine the Most Advantageous Bid. The Most Advantageous Bid is the Bid of the Bidder that meets the Qualification Criteria and whose Bid has been determined to be substantially responsive to the Bidding document and is the Bid with the highest combined technical and financial score
   3. The capabilities of the manufacturers and subcontractors proposed in its Bid to be used by the Bidder with the Most Advantageous Bid for identified major items of supply or services will also be evaluated for acceptability in accordance with Section III, Evaluation and Qualification Criteria.  Their participation should be confirmed with a letter of intent between the parties, as needed.  Should a manufacturer or subcontractor be determined to be unacceptable, the Bid will not be rejected, but the Bidder will be required to substitute an acceptable manufacturer or subcontractor without any change to the Bid price. Prior to signing the Contract, the corresponding Appendix to the Contract Agreement shall be completed, listing the approved manufacturers or subcontractors for each item concerned.

1. Employer’s right to Accept Any Bid and to Reject Any or All Bids

1. 1. The Employer reserves the right to accept or reject any Bid, and to annul the Bidding process and reject all Bids at any time prior to Contract Award, without thereby incurring any liability to Bidders. In case of annulment, all Bids submitted and specifically, Bid securities shall be promptly returned to the Bidders.

1. Standstill Period

1. 1. The Contract shall not be awarded earlier than the expiry of the Standstill Period. The Standstill Period shall be ten (10) Business Days unless extended in accordance with ITB 45. The Standstill Period commences the day after the date the Employer has transmitted to each Bidder the Notification of Intention to Award the Contract. Where only one Bid is submitted, or if this contract is in response to an emergency situation recognized by the Bank, the Standstill Period shall not apply.

1. Notification of Intention to Award

1. 1. The Employer shall send to each Bidder the Notification of Intention to Award the Contract to the successful Bidder. The Notification of Intention to Award shall contain, at a minimum, the following information:
2. the name and address of the Bidder submitting the successful Bid;
3. the Contract price of the successful Bid;
4. the total combined score of the successful Bid;
5. the names of all Bidders who submitted Bids, and their Bid prices as readout, and as evaluated and technical score;
6. a statement of the reason(s) the Bid (of the unsuccessful Bidder to whom the notification is addressed) was unsuccessful;
7. the expiry date of the Standstill Period; and
8. instructions on how to request a debriefing and/or submit a complaint during the standstill period.

1. Award of Contract

1. Award Criteria

1. 1. Subject to ITB 40, the Employer shall award the Contract to the successful Bidder. This is the Bidder whose Bid has been determined to be the Most Advantageous Bid.

1. Notification of Award

1. 1. Prior to the date of expiry  of the bid validity, and upon expiry of the Standstill Period, specified in ITB 41.1 or any extension thereof, and upon satisfactorily addressing any complaint that has been filed within the Standstill Period, the Employer shall notify the successful Bidder, in writing, that its Bid has been accepted. The notification of award (hereinafter and in the Contract Forms called the “Letter of Acceptance”) shall specify the sum that the Employer will pay the Contractor in consideration of the execution of the contract (hereinafter and in the Conditions of Contract and Contract Forms called “the Contract Price”).
   2. Within ten (10) Business Days after the date of transmission of the Letter of Acceptance, the Employer shall publish the Contract Award Notice which shall contain, at a minimum, the following information:
2. name and address of the Employer;
3. name and reference number of the contract being awarded, and the selection method used;
4. names of all Bidders that submitted Bids, and their Bid prices as read out at Bid opening, and as evaluated;
5. names of all Bidders whose Bids were rejected either as nonresponsive or as not meeting qualification criteria, or were not evaluated, with the reasons therefor;
6. the name of the successful Bidder, the final total contract price, the contract duration and a summary of its scope; and
7. successful Bidder’s Beneficial Ownership Disclosure Form.
   1. The Contract Award Notice shall be published on the Employer’s website with free access if available, or in at least one newspaper of national circulation in the Employer’s Country, or in the official gazette.
   2. Until a formal contract is prepared and executed, the Letter of Acceptance shall constitute a binding Contract

1. Debriefing by the Employer

1. 1. On receipt of the Employer’s Notification of Intention to Award referred to in ITB 42, an unsuccessful Bidder has three (3) Business Days to make a written request to the Employer for a debriefing. The Employer shall provide a debriefing to all unsuccessful Bidders whose request is received within this deadline.
   2. Where a request for debriefing is received within the deadline, the Employer shall provide a debriefing within five (5) Business Days, unless the Employer decides, for justifiable reasons, to provide the debriefing outside this timeframe. In that case, the standstill period shall automatically be extended until five (5) Business Days after such debriefing is provided.  If more than one debriefing is so delayed, the standstill period shall not end earlier than five (5) Business Days after the last debriefing takes place. The Employer shall promptly inform, by the quickest means available, all Bidders of the extended standstill period.
   3. Where a request for debriefing is received by the Employer later than the three (3)-Business Day deadline, the Employer should provide the debriefing as soon as practicable, and normally no later than fifteen (15) Business Days from the date of publication of Public Notice of Award of contract. Requests for debriefing received outside the three (3)-day deadline shall not lead to extension of the standstill period. 
   4. Debriefings of unsuccessful Bidders may be done in writing or verbally. The Bidder shall bear their own costs of attending such a debriefing meeting.

1. Signing of Contract

1. 1. The Employer shall send to the successful Bidder the Letter of Acceptance including the Contract Agreement, and a request to submit the Beneficial Ownership Disclosure Form providing additional information on its beneficial ownership. The Beneficial Ownership Disclosure Form shall be submitted within eight (8) Business Days of receiving this request.
   2. The successful Bidder shall sign, date and return to the Employer, the Contract Agreement within twenty-eight (28) days of its receipt.
   3. Notwithstanding ITB 46.2 above, in case signing of the Contract Agreement is prevented by any export restrictions attributable to the Employer, to the country of the Employer, or to the use of the Plant and Installation Services to be supplied, where such export restrictions arise from trade regulations from a country supplying those Plant and Installation Services, the Bidder shall not be bound by its Bid, always provided, however, that the Bidder can demonstrate to the satisfaction of the Employer and of the Bank that signing of the Contact Agreement has not been prevented by any lack of diligence on the part of the Bidder in completing any formalities, including applying for permits, authorizations and licenses necessary for the export of the Plant and Installation Services under the terms of the Contract.

1. Performance Security

1. 1. Within twenty-eight (28) days of the receipt of the Letter of Acceptance from the Employer, the successful Bidder shall furnish the Performance Security in accordance with the General Conditions GCC 13.3, subject to ITB 38, using for that purpose the Performance Security Form included in Section X, Contract Forms, or another form acceptable to the Employer.  If the Performance Security furnished by the successful Bidder is in the form of a bond, it shall be issued by a bonding or insurance company that has been determined by the successful Bidder to be acceptable to the Employer.  A foreign institution providing a bond shall have a correspondent financial institution located in the Employer’s Country, unless the Employer has agreed in writing that a correspondent financial institution is not required.
   2. Failure of the successful Bidder to submit the above-mentioned Performance Security or sign the Contract shall constitute sufficient grounds for the annulment of the award and forfeiture of the Bid Security.  In that event the Employer may award the Contract to the Bidder offering the next Most Advantageous Bid.

1. Procurement Related Complaint

1. 1. The procedures for making a Procurement-related Complaint are as specified in the BDS.

Section II - Bid Data Sheet

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

A.  General

ITB 1.1

The reference number of the Request for Bids (RFB) is: SZ-ECC-561950-CW-RFB

The Employer is: Eswatini Electricity Company (EEC).

The name of the RFB is: Design, Supply and Installation of 11kV Auto reclosers (Plant)

The number and identification of lots (contracts) comprising this RFB is: one (1)

ITB 1.2 (a)

N/A

ITB 2.1

The Borrower is: Government of Kingdom of Eswatini

Loan or Financing Agreement amount: US$90 million

The name of the Project is: Accelerating Sustainable and Clean Energy Access Transformation (ASCENT) Eswatini

ITB 4.1

Maximum number of members in the JV shall be: Three (3)

ITB 4.5

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

ITB 4.11

This Bidding Process is not subject to prequalification.

B.  Bidding Document

ITB 7.1

For Clarification of Bid purposes only, the Employer’s address is:

Attention: Mr. Bongani Chauke, Procurement Manager

Address: Po Box 258, Head Office, Eluvatsini House,

Floor/Room number: Ground Floor                                                              

City: Mbabane 

Country: Kingdom of Eswatini (Swaziland)

Telephone: +268 2409 4065

Electronic mail address: bongani.chauke@eec.co.sz  and thobeka.gama@eec.co.sz

Requests for clarification should be received by the Employer no later than: 12 October 2026.

Web page: www.eec.co.sz

ITB 7.4

A pre-bid meeting shall take place at the following date, time and place:

Date:  10 September 2026

Time: 10h00 SAST

Place: Virtual

Join: https://teams.microsoft.com/meet/350969007718107?p=iaBABpQyLOD1SvWqoV

Meeting ID: 350 969 007 718 107

Passcode: vZ7TW3mc

A non-compulsory site visit conducted by the Employer shall be on 17nth and 18nth September 2026

Telephone: +268 2409 4062 

E-mail: thobeka.gama@eec.co.sz copied to bongani.chauke@eec.co.sz

Contact person/conference coordinator: Ms. Thobeka Gama, Procurement Specialist

ITB 7.6

The Employer shall not publish the Minutes of the pre-Bid meeting on the web page. However, the minutes of the pre-Bid meeting will be circulated to all bidders who have purchased the bidding document.

C.  Preparation of Bids

ITB 10.1

The language of the Bid is: English

All correspondence exchange shall be in English language.

Language for translation of supporting documents and printed literature is English.

ITB 11.2 (i)

The Bidder shall submit the following additional documents in the Technical Part of its Bid:

Code of Conduct for Contractor’s Personnel (ES)

The Bidder shall submit its Code of Conduct that will apply to Contractor’s Personnel (as defined in Sub-Clause 1.1.17 of the General Conditions of Contract), to ensure compliance with the Contractor’s Environmental and Social (ES) obligations under the Contract. The Bidder shall use for this purpose the Code of Conduct form provided in Section IV.  No substantial modifications shall be made to this form, except that the Bidder may introduce additional requirements, including as necessary to take into account specific Contract issues/risks.

A satisfactory code of conduct will contain obligations on all Contractor’s Personnel project staff (including sub-contractors and day workers) that are suitable to address the following issues, as a minimum.  Additional obligations may be added to respond to particular concerns of the region, the location and the project sector or to specific project requirements.  The code of conduct shall contain a statement that the term “child” / “children” means any person(s) under the age of 18 years.

The issues to be addressed include:

1.   Compliance with applicable laws, rules, and regulations.

2.   Compliance with applicable health and safety requirements to protect the local community, the Employer’s Personnel, and the Contractor’s Personnel

3.   Interactions with the local community(ies), members of the local community (ies), and any affected person(s) (for example to convey an attitude of respect, including to their culture and traditions)

4.   Sexual harassment

5.   Sexual exploitation and abuse

6.   Protection of children (including prohibitions against sexual activity or abuse, or otherwise unacceptable behavior towards children, limiting interactions with children, and ensuring their safety in project areas)

7.   Sanitation requirements

8.   Non retaliation against workers who report violations of the Code, if that report is made in good faith.

Management Strategies and Implementation Plans (MSIP) to manage the (ES) risks

The Bidder shall submit Management Strategies and Implementation Plans (MSIPs) to manage the following key Environmental and Social (ES) risks:

• Gender Based Violence Action plan
• Sexual Exploitation and Abuse (SEA) prevention and response action plan
• Traffic Management Plan to ensure safety of local communities from construction traffic
• Waste management plan

ITB 11.3(d)

The Bidder shall submit the following additional documents in the Financial Part of its Bid: N/A

ITB 13.1

Alternative Bids shall not be considered.

ITB 13.2

Alternatives to the Time Schedule shall not be permitted.

ITB 13.4

Alternative technical solutions shall not be permitted for the Plant and Installation Services.

ITB 17.1

Bidders shall quote for the following components or services on a single responsibility basis:

• Design, supply, installation, configuration and commissioning of all 13 x 11kV auto reclosers

and

The supply of the following components or services will be provided under the responsibility of the Employer:

• Wooden structures and steel crossarms for each installation.
• 11kV/230 16kVA single phase transformer for auxiliary supply with corresponding surge protection, LV MCB in pole mounted box.
• Bypass 11kV gang switch
• Earthing material for all 13 sites
  • Clamps
  • Earth spikes
  • Camo conductor
  • Lugs for camo conductor
  • Earthing wire
  • Conductive cement

ITB 17.5 (a) and (d)

Place of destination: Matsapha Central Services Organization (CSO) – EEC Main Stores, Matsapha.

Final destination (Project Site): Various projects sites across the country with 150 km radius from the Matsapha Central Services Organization (CSO) – EEC Main Stores, Matsapha.

ITB 17.6

The Incoterms edition is: CIP-INCOTERMS 2020

ITB 17.7

The prices quoted by the Bidder shall not be subject to adjustment during the performance of the Contract.

ITB 18.1

The currency of bid and payment for Bidder from the Common Monetary Area (CMA) Countries shall be Employer’s Country Lilangeni (SZL).

Bidder from outside the Common Monetary Area (CMA) Countries is not required to quote in the currency of the Employer’s Country Lilangeni (SZL), the portion of the Bid price that corresponds to expenditures incurred in the Employer’s Country currencies.

ITB 19.1

The Bid shall be valid until: 23 January 2027

ITB 19.3 (a)

The Bid price shall be adjusted by the following factor(s): Not Applicable.

ITB 20.1

A Bid Security shall be required.

A Bid-Securing Declaration shall not be required.

If a Bid Security shall be required, the amount and currency of the Bid Security shall be  E50,000.00

ITB 20.3 (d)

Other types of acceptable securities: NONE

ITB 20.9

Not applicable

ITB 21.3

The written confirmation of authorization to sign on behalf of the Bidder shall consist of “Power of Attorney” (either notarized or attested by the appropriate authority in the Bidder’s home country) along with a copy of relevant Board Resolution.

Note: The Power of Attorney shall indicate that the person signing the Bid has the authority to sign the Bid and the Bid is binding upon the Bidder during the full period of its validity. In case of a Joint venture Bid, the Power of Attorney shall be signed by the appropriate official of each of the JV partner.

D.  Submission and Opening of Bids

ITB 22.1

In addition to the original Bid, the number of copies is: Two (2).

Notes:

1. Electronic copies of the bid shall also be submitted in Flash Drive in the technical proposal envelope.
2. The price schedule in MS-Excel format shall be submitted, in a separate flash drive in the financial proposal envelope.  

ITB 23.1

For Bid submission purpose only, the Procuring Agency’s address is:

Eswatini Electricity Company

Attention: Mr. Bongani Chauke

Street Address: Eluvatsini House, Mhlambanyatsi Road  

Floor/ Room number: Reception      

City: Mbabane

Country: Kingdom of Eswatini       

The deadline for Bid submission is:

Date: 23 October 2026

Time:11h00 SAST

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

E. Public Opening of Technical Parts of Bids

ITB 26.1

The Bid opening shall take place at:

EEC Head Office

Street Address: Eluvatsini House, Mhlambanyatsi Road  

Floor/ Room number: Reception, Cubicle 1

City: Mbabane

Country: Kingdom of Eswatini

Date:  23 October 2026

Time: 11.15 AM SAST

The electronic Bid opening procedures shall be: N/A

ITB 26.6

The Letter of Bid - Technical Part and the sealed envelope marked “Second Envelope - Financial Part” shall be initialed by at least three (3) representatives of the Employer conducting Bid opening.

G.  Evaluation of Technical Part of Bids

ITB 32.2

The weight to be given for Rated Criteria (including technical and non-price factors) is: 0.5(50 %)

The technical factors and sub-factors, which for purposes of this document carry the same meaning as Rated Criteria, and the corresponding scores in % are:

Note:

1. Bidders who attain a score less than 70 shall not be considered for financial evaluation.
2. Rated Criteria, including technical and non-price factors, will be assessed for bids that meet the minimum qualification requirements and pass the pass/fail evaluation stage. This assessment focuses not on meeting minimum standards, but on the extent to which bids exceed them by adding value to the contract and introducing innovations that enhance contract performance outcomes.

H. Notification of Evaluation of Technical Parts and Public Opening of Financial Parts

ITB 33.5

The Letter of Bid – Financial Part and Schedules shall be initialed by three (3) representatives of the Employer conducting Bid opening.   

Each Financial Part of Bid shall be initialed by 3 representatives of the employer conducting the financial opening. Any modification to the total price shall be recorded and initialed by 3 Representatives of the Employer.

I.  Evaluation of Financial Part of Bids

36.1(f)

The adjustments shall be determined using the following criteria, from amongst those set out in Section III, Evaluation and Qualification Criteria:

1. Deviation in Time for Completion: No
2. Life cycle costs: the projected operating and maintenance costs during the life of the Facilities: No
3. Functional Guarantees of the Facilities: No
4. Work, services, facilities, etc., to be provided by the Employer: No

ITB 36.2

The currency that shall be used for Bid evaluation and comparison purposes to convert at the selling exchange rate all Bid prices expressed in various currencies into a single currency is: Lilangeni (SZL)

The source of exchange rate shall be: Central Bank of Eswatini

The date for the exchange rate shall be:  23 October 2026

J. Evaluation of Combined Technical and Financial Parts and Most Advantageous Bid

ITB 39.1

The weight to be given for cost is: 0.5 (50%)

K. Award of Contract

ITB 48.1

The procedures for making a Procurement-related Complaint are detailed in the “Procurement Regulations for IPF Borrowers (Annex III).” If a Consultant wishes to make a Procurement-related Complaint, the Consultant shall submit its complaint following these procedures, In Writing (by the quickest means available, such as by email or fax), to:

For the attention: Mr. Mphumuzi Maziya

Title/position: Managing Director

Client: Eswatini Electricity Company

Email address: mphumuzi.maziya@eec.co.sz copied bongani.chauke@eec.co.sz

A copy of the complaint can be sent for the Bank’s information and monitoring to: pprocurementcomplaints@worldbank.org

In summary, a Procurement-related Complaint may challenge any of the following:

1. the terms of this Request for Proposal;
2. the Client’s decision to award the contract.

Item No.

Description of Item

Minimum Criteria to be met

1

Telecommunication equipment

5 years’ experience in supplying and installing telecommunication equipment

2

Overhead line construction

5 years’ experience in distribution infrastructure construction

3

11kV Auto reclosers

10 years’ experience in the manufacturing of auto reclosers

4

Protection and SCADA

10 Years experience in protection and automation of electrical transmission or distribution systems

No.

Rated Criterion

Weight

Key Assessment Considerations

1

Specific Experience of bidder, capability and suitability of subcontractors

15%

• Demonstrated experience of the bidder in successfully completing similar assignment
• Relevance of previous projects in terms of plant type, capacity, complexity, technology, operating environment and contract scope.
• Evidence of successful delivery within agreed time, cost, quality, safety and performance requirements.
• Suitability, capability and experience of proposed subcontractors for their assigned scope of work.
• Clarity of subcontractor roles, responsibilities, interfaces and reporting arrangements.

• Evidence that subcontractors have the required technical qualifications, resources, certifications, equipment and specialist expertise.
• Prior working relationship between the main bidder and proposed subcontractors, including evidence of successful collaboration on similar projects.

• Availability of local or regional support, service capability, spare parts access and specialist backup during implementation and defects liability period.

2

Technical compliance and plant design solution

25%

• Compliance with employer’s requirements;
• process design basis; performance guarantees; equipment selection; system integration; reliability, maintainability and operability; interfaces with existing infrastructure;
• compliance with applicable standards.

3

Approach, Methodology, method statement and implementation plan

20%

• Clarity and completeness of execution approach procurement and logistics plan
• installation sequence; construction methodology detailed method statement; implementation plan; quality control;
• inspection and test plans
• commissioning strategy;
• outage/interface management;
• Completeness of project risk management
• safety, environmental & social risk controls.

4

Key personnel and project organization

20%

• Qualifications,
• relevant experience and availability of proposed personnel
• strength of project management structure
• clarity of roles and responsibilities
•  experience in similar plant design, supply and installation contracts
• Loca/regional support and specialist backup.

5

Programme, schedule and delivery plan

5%

• Completeness of the programme
• critical path identification
• engineering, procurement, manufacturing, delivery, installation, testing and commissioning timelines
• resource loading; milestone alignment; float and recovery measures.

6

Cybersecurity risk management and innovation

5%

• Assessment and management of cyber risks affecting plant automation, control, communications, remote access, vendor access, software, firmware, data integrity and operational continuity;
• alignment with recognized industrial control system cybersecurity practices;
• practical innovations that reduce cyber risk without compromising plant safety, reliability or maintainability.
• Compliance with cybersecurity requirements

7

Training, documentation, warranties and lifecycle support

10%

• Completeness of training plan and content; operation and maintenance documentation;
• spare parts strategy and warranty support; after-sales service; regional maintenance capability; defects liability support.

Total

100%

Score

Rating

General Scoring Guidance

0

Non-responsive / No evidence

The submission does not address the criterion, provides no relevant evidence, or contains information that is materially non-compliant with the requirements. The response gives the evaluator no reasonable basis to confirm capability, compliance, or suitability.

1

Poor

The submission addresses the criterion only superficially or partially. Evidence is weak, generic, insufficient, incomplete, or not clearly relevant to the required scope. There are significant gaps, uncertainties, or weaknesses that may create delivery, compliance, performance, safety, operational, or support risks.

2

Acceptable

The submission adequately addresses the criterion and demonstrates basic compliance with the requirements. Evidence is generally relevant and sufficient, although some details may be missing or not fully developed. Any minor weaknesses are manageable and are not expected to materially affect delivery of the required scope.

3

Good

The submission addresses the criterion clearly and comprehensively. Evidence is relevant, credible, and well aligned with the requirements. The response demonstrates sound understanding, suitable capability, and a practical approach marginally exceeding minimum or generic standards. Even if there are very minor omissions or risks that can be readily clarified or managed.

4

Excellent

The submission fully addresses the criterion and exceeds the minimum requirements in a meaningful and relevant way. Evidence is strong, specific, verifiable, and directly applicable to the scope. The response demonstrates superior capability, robust risk controls, clear interfaces, reliable delivery arrangements, and added value without introducing unacceptable risk.

Functional Guarantee

Minimum (or Maximum, as appropriate) Requirement

1. All 11 kV auto reclosers as stated in the employer’s requirements.

100% operational functionality throughout the Warranty Period & Design Life.

Factor

1 Eligibility

Sub-Factor

Criteria

Documentation Required

Requirement

Bidder

Single Entity

Joint Venture(existing or intended)

All members combined

Each Partner

At least one Partner

1.1 Nationality

Nationality in accordance with ITB 4.4.

Must meet requirement

must meet requirement

Must meet requirement

N / A

Form ELI –1.1 and 1.2, with attachments

1.2 Conflict of Interest

No- conflicts of interests as described in ITB 4.2

Must meet requirement

must meet requirement

Must meet requirement

N / A

Letter of Bid

1.3 Bank Ineligibility

Not having been declared ineligible by the Bank as described in 4.5.

Must meet requirement

must meet requirement

Must meet requirement

N / A

Letter of Bid

1.4 State Owned Enterprise or Institution

Compliance with conditions of ITB 4.6

Must meet requirement

Must meet requirement

Must meet requirement

N / A

Form ELI  –1.1 and 1.2, with attachments

1.5 Ineligibility based on a United Nations resolution or Borrower’s country law

Not having been excluded as a result of the Borrower’s country laws or official regulations, or by an act of compliance with UN Security Council resolution, in accordance with ITB 4.8and Section V.

Must meet requirement

must meet requirement

Must meet requirement

N / A

Letter of Bid

Factor

2. Historical Contract Non-Performance

Sub-Factor

Criteria

Documentation  Required

Requirement

Bidder

Single Entity

Joint Venture (existing or intended)

All members combined

Each member

At least one member

2.1 History of non-performing contracts

Non-performance[1]of a contract did not occur within the last 5 years prior to the deadline for application submission, based on all information on fully settled disputes or litigation.  A fully settled dispute or litigation is one that has been resolved in accordance with the Dispute Resolution Mechanism under the respective contract, and where all appeal instances available to the Bidder have been exhausted.

Must meet requirement by itself or as member to past or existing JV

N / A

Must meet requirement[2]

N / A

Form CON - 2

2.2 Suspension

 Not under suspension based on execution of a Bid Securing Declaration or Proposal Securing Declaration pursuant to ITB 4.7 and ITB 20.9

Must meet requirement

Must meet requirement

Must meet requirement

Must meet requirement

Letter of Bid

2.3 Pending Litigation

Bid’s financial position and prospective long term profitability still sound according to criteria established in 3.1 below and assuming that all pending litigation will be resolved against the Bidder

Must meet requirement

N / A

Must meet requirement

N / A

Form CON – 2

2.4 Litigation History

No consistent history of court/arbitral  award decisions against the Bidder[3]since 1st January 2021

Must meet requirement

Must meet requirement

Must meet requirement

N/A

Form CON – 2

2.5 Declaration: Environmental and Social (ES) past performance

Declare any contract that has been suspended or terminated and/or performance security called by an employer for reasons of breach of environmental, or social (including Sexual Exploitation, and Abuse) contractual obligations in the past five years.[4]

Must make the declaration. Where there are Specialized Subcontractor/s, the Specialized Subcontractor/s must also make the declaration.

N/A

Each must make the declaration. Where there are Specialized Subcontractor/s, the Specialized Subcontractor/s must also make the declaration.

N/A

Form CON-3 ES Performance Declaration

2.6 Bank’s SEA and/or SH Disqualification

At the time of Contract Award, not subject to disqualification by the Bank for non-compliance with SEA/ SH obligations

Must meet requirement

(including each subcontractor proposed by the Bidder)

N/A

Must meet requirement (including each subcontractor proposed by the Bidder)

N/A

Letter of Bid, Form CON-4

3.1 Financial Capabilities

Submission of audited balance sheets or if not required by the law of the Bidder’s Country, other financial statements acceptable to the Employer, for the last three [3] years to demonstrate the current soundness of the Bidders financial position and its prospective long-term profitability.

Must meet requirement

N / A

Must meet requirement

N / A

Form FIN – 3.1 with attachments

3.2 Average Annual Turnover

Minimum average annual construction turnover in supply and installation of electricity distribution infrastructure of US$ 1,720,000.00 (One million, seven hundred and twenty thousand), calculated as total certified payments received for contracts in progress and/or completed within the last three (3) years,

Must meet requirement

Must meet requirement

Must meet at least 30 % of the requirement

Must meet at least 70 % of the requirement

Form FIN –3.2

3.3 Financial Resources

The Bidder must demonstrate access to, or availability of, financial resources such as liquid assets, unencumbered real assets, lines of credit, and other financial means, other than any contractual advance payments to meet:

(i) the following cash-flow requirement:

USD $ 430,000.00 (four hundred and thirty thousand)

and

(ii) the overall cash flow requirements for this contract and its current commitments.

Must meet requirement

Must meet requirement

Must meet at least 30 % of the requirement

Must meet at least 70 % of the requirement

Form FIN –3.3

4.1 General Experience

Experience in supply, installation and commissioning of electricity distribution control systems under contracts in the role of main contractor, JV member, subcontractor, or management contractor for at least the last five (5) years starting 1st January 2021

Must meet requirement

N / A

Must meet requirement

N / A

Form EXP-4.1

4.2(a) Specific Experience

(a)Participation as contractor, joint venture member[5], management contractor, or subcontractor, in at least two (2) contracts within the last eight (8) years (from 1 January 2018), each with a value of at least $860,000.00 that have been successfully and substantially[6]completed and that are similar to the proposed Plant and Installation Services.

The similarity of the contracts shall be based on the physical size, complexity, methods, technology or other characteristics as described in Section VII, Employer’s Requirements.

Must meet requirement

Must meet requirements[7]

N / A

Must meet the following requirements for the key activities listed below

• 2 contracts for Supply, Installation and commissioning of 11 to 33 kV auto-reclosers/circuit breakers in Sub-Sahara countries.

Form EXP 4.2(a)

4.2(b)  Specific Experience

(b) For the above or other contracts executed during the period stipulated in 4.2(a) above, a minimum experience in the following key activities:

• Design, Supply, Installation, and Commissioning of at least two [2] of 11 to 33 kV auto-reclosers/circuit breakers within the last five [5] years; and
•  At least one of the contracts shall have the complete scope of installation/integration to SCADA in a Sub-Sahara Africa

Bidders should submit details of previous projects and reference letters from clients in support of the projects they are using to demonstrate their qualifications.

The Employer may make independent inquiries about any or all of the projects referenced by bidders and may visit and examine the projects used by Bidders in support of their qualifications.

Must meet requirements

Must meet requirements[8]

N / A

Must meet the requirements

Form EXP-4.2(b)

4.2 (c) Specific Experience in managing ES aspects

For the contracts in 4.2 (a) above and/or any other contracts [substantially completed and under implementation] as prime contractor, joint venture member, or Subcontractor between 1st January 2021 and Application submission deadline, experience in managing ES risks and impacts in the following aspects:

• Health and Safety on project areas and working areas
• ESHS training of Contractor & local partners and staff; including induction training, health screening, training in correct use of PPEs, Project ESHS risks and hazards;
• Waste management
• Emergency Management

Must meet requirements

Must meet requirements

N/A

N/A

Form EXP – 4.2 (c)

Section IV - Bidding Forms

INSTRUCTIONS TO BIDDERS: DELETE THIS BOX ONCE YOU HAVE COMPLETED THE DOCUMENT

The Bidder must prepare this Letter of Bid on stationery with its letterhead clearly showing the Bidder’s complete name and business address.

Note: All italicized text is to help Bidders in preparing this form.       

Technical Proposal

Note to the Bidder:

The minimum content of the Code of Conduct form as set out by the Employer shall not be substantially modified. However, the Bidder may add requirements as appropriate, including to take into account Contract-specific issues/risks. 

The Bidder shall initial and submit the Code of Conduct form as part of its bid.

Note to the Employer:

The following minimum requirements shall not be modified. The Employer may add additional requirements to address identified issues, informed by relevant environmental and social assessment.

The types of issues identified could include risks associated with: labour influx, spread of communicable diseases, and Sexual Exploitation and Abuse (SEA), Sexual Harassment (SH) etc.

Delete this Box prior to issuance of the bidding documents.

Item of equipment

Equipment information

Name of manufacturer

Model and power rating

Capacity

Year of manufacture

Current status

Current location

Details of current commitments

Source

Indicate source of the equipment

     o Owned        o Rented      o Leased         o Specially manufactured

Owner

Name of owner

Address of owner

Telephone

Contact name and title

Fax

Telex

Agreements

Details of rental / lease / manufacture agreements specific to the project

Required Functional Guarantee

Value of Functional Guarantee of the Proposed Plant and Equipment

1.

2.

3.

…

Personnel

1. 1.

Title of position: Contractor’s Representative

Name of candidate:

Duration of appointment:

[insert the whole period (start and end dates) for which this position will be engaged]

Time commitment: for this position:

[insert the number of days/week/months/ that has been scheduled for this position]

Expected time schedule for this position:

[insert the expected time schedule for this position (e.g., attach high level Gantt chart]

1. 2.

Title of position: [Environmental Specialist]

Name of candidate:

Duration of appointment:

[insert the whole period (start and end dates) for which this position will be engaged]

Time commitment: for this position:

[insert the number of days/week/months/ that has been scheduled for this position]

Expected time schedule for this position:

[insert the expected time schedule for this position (e.g., attach high level Gantt chart]

1. 3.

Title of position: [Health and Safety Specialist]

Name of candidate:

Duration of appointment:

[insert the whole period (start and end dates) for which this position will be engaged]

Time commitment: for this position:

[insert the number of days/week/months/ that has been scheduled for this position]

Expected time schedule for this position:

[insert the expected time schedule for this position (e.g., attach high level Gantt chart]

1. 4.

Title of position: [Social Specialist]

Name of candidate: 

Duration of appointment:

[insert the whole period (start and end dates) for which this position will be engaged]

Time commitment: for this position:

[insert the number of days/week/months/ that has been scheduled for this position]

Expected time schedule for this position:

[insert the expected time schedule for this position (e.g., attach high level Gantt chart]

Title of position: Sexual Exploitation, Abuse and Harassment Expert

 [Where a Project SEA risks are assessed to be substantial or high, key personnel shall include an expert/s with relevant experience in addressing sexual exploitation, sexual abuse and sexual harassment  cases]

Name of candidate

Duration of appointment:

[insert the whole period (start and end dates) for which this position will be engaged]

Time commitment: for this position:

[insert the number of days/week/months/ that has been scheduled for this position]

Expected time schedule for this position:

[insert the expected time schedule for this position (e.g., attach high level Gantt chart]

7.

Title of position: [insert title]

Name of Bidder

Position

Personnel information

Name

Date of birth

Professional qualifications

Present employment

Name of employer

Address of employer

Telephone

Contact (manager / personnel officer)

Fax

E-mail

Job title

Years with present employer

From

To

Company / Project / Position / Relevant technical and management experience

Major Items of Plant and Installation Services

Proposed Subcontractors/Manufacturers

Nationality

11kV auto reclosers supply

Telecommunications equipment (data radios and antennas)

Overhead line construction

Protection and SCADA

1.  Bidder’s Legal Name

2.  In case of JV, legal name of each party:

3.  Bidder’s actual or intended Country of Registration:

4.  Bidder’s Year of Registration:

5.  Bidder’s Legal Address in Country of Registration:

6.  Bidder’s Authorized Representative Information

     Name:

     Address:

     Telephone/Fax numbers:

     Email Address:

7. Attached are copies of original documents of

    Articles of Incorporation (or equivalent documents of constitution or association), and/or documents of registration of the legal entity named above, in accordance with ITB 4.4

    In case of JV, letter of intent to form JV or JV agreement, in accordance with ITB 4.1

    In case of state-owned enterprise or institution, in accordance with ITB 4.6, documents establishing:

• Legal and financial autonomy
• Operation under commercial law
• Establishing that the Bidder is not under the supervision of the Employer

8. Included are the organizational chart, a list of Board of Directors, and the beneficial ownership. The successful Bidder shall provide additional information on beneficial ownership, using the Beneficial Ownership Disclosure Form.

1.  Bidder’s Legal Name:

2.  JV’s Party legal name:

3.  JV’s Party Country of Registration:

4. JV’s Party Year of Registration:

5.  JV’s Party Legal Address in Country of Registration:

6.  JV’s Party Authorized Representative Information

Name:

Address:

Telephone/Fax numbers:

Email Address:

7. Attached are copies of original documents of

    Articles of Incorporation (or equivalent documents of constitution or association), and/or registration documents of the legal entity named above, in accordance with ITB 4.4.

   In case of a state-owned enterprise or institution, documents establishing legal and financial autonomy, operation in accordance with commercial law, and that they are not under the supervision of the Employer, in accordance with ITB 4.6.

8. Included are the organizational chart, a list of Board of Directors, and the beneficial ownership. The successful Bidder shall provide additional information on beneficial ownership for each JV member using the Beneficial Ownership Disclosure Form.

Non-Performed Contracts in accordance with Section III, Evaluation and Qualification Criteria

    Contract non-performance did not occur since 1st January [insert year] specified in Section III, Evaluation and Qualification Criteria, Sub-Factor 2.1.

    Contract(s) not performed since 1st January [insert year] specified in Section III, Evaluation and Qualification Criteria, Sub-Factor 2.1

Year

Non- performed portion of contract

Contract Identification

Total Contract Amount (current value, currency, exchange rate and US$ equivalent)

[insert year]

[insert amount and percentage]

Contract Identification: [indicate complete contract name/ number, and any other identification]

Name of Employer: [insert full name]

Address of Employer: [insert street/city/country]

Reason(s) for nonperformance: [indicate main reason(s)]

[insert amount]

Pending Litigation, in accordance with Section III, Evaluation and Qualification Criteria

   No pending litigation in accordance with Sub-Factor 2.3.

   Pending litigation in accordance with Sub-Factor 2.3 as indicated below.

Year of dispute

Amount in dispute (currency)

Contract Identification

Total Contract Amount (currency), USD Equivalent (exchange rate)

Contract Identification: _________

Name of Employer: ____________

Address of Employer: __________

Matter in dispute: ______________

Party who initiated the dispute: ____

Status of dispute: ___________

Contract Identification:

Name of Employer:

Address of Employer:

Matter in dispute:

Party who initiated the dispute:

Status of dispute:

Litigation History in accordance with Section III, Evaluation and Qualification Criteria

        No Litigation History in accordance with Sub-Factor 2.4.

        Litigation History in accordance with Sub-Factor 2.4 as indicated below.

Year of award

Outcome as percentage of Net Worth

Contract Identification

Total Contract Amount (currency), USD Equivalent (exchange rate)

[insert year]

[insert percentage]

Contract Identification: [indicate complete contract name, number, and any other identification]

Name of Employer: [insert full name]

Address of Employer: [insert street/city/country]

Matter in dispute: [indicate main issues in dispute]

Party who initiated the dispute: [indicate “Employer” or “Contractor”]

Reason(s) for Litigation and award decision [indicate main reason(s)]

[insert amount]

Environmental and Social Performance Declaration

in accordance with Section III, Evaluation and Qualification Criteria

  No suspension or termination of contract: An employer has not suspended or terminated a contract and/or called the performance security for a contract for reasons related to Environmental or Social (ES) performance since the date specified in Section III, Evaluation and Qualification Criteria, Sub-Factor 2.5.

  Declaration of suspension or termination of contract:  The following contract(s) has/have been suspended or terminated and/or Performance Security called by an employer(s) for reasons related to Environmental or Social (ES) performance since the date specified in Section III, Evaluation and Qualification Criteria, Sub-Factor 2.5. Details are described below:

Year

Suspended or terminated portion of contract

Contract Identification

Total Contract Amount (current value, currency, exchange rate and US$ equivalent)

[insert year]

[insert amount and percentage]

Contract Identification: [indicate complete contract name/ number, and any other identification]

Name of Employer: [insert full name]

Address of Employer: [insert street/city/country]

Reason(s) for suspension or termination: [indicate main reason(s) e.g., gender-based violence; sexual exploitation or sexual abuse breaches]

[insert amount]

[insert year]

[insert amount and percentage]

Contract Identification: [indicate complete contract name/ number, and any other identification]

Name of Employer: [insert full name]

Address of Employer: [insert street/city/country]

Reason(s) for suspension or termination: [indicate main reason(s)]

[insert amount]

…

…

[list all applicable contracts]

…

Performance Security called by an employer(s) for reasons related to ES performance

Year

Contract Identification

Total Contract Amount (current value, currency, exchange rate and US$ equivalent)

[insert year]

Contract Identification: [indicate complete contract name/ number, and any other identification]

Name of Employer: [insert full name]

Address of Employer: [insert street/city/country]

Reason(s) for calling of performance security: [indicate main reason(s) e.g., for gender-based violence; sexual exploitation, or sexual abuse breaches]

[insert amount]

SEA and/or SH Declaration

in accordance with Section III, Evaluation and Qualification Criteria

We:

¨ (a) have not been subject to disqualification by the Bank for non-compliance with SEA/ SH obligations

¨  (b) are subject to disqualification by the Bank for non-compliance with SEA/ SH obligations

¨ (c) had been subject to disqualification by the Bank for non-compliance with SEA/ SH obligations. An arbitral award on the disqualification case has been made in our favor.

[If (c) above is applicable, attach evidence of an arbitral award reversing the findings on the issues underlying the disqualification.]

Name of contract

Employer, contact address/tel/fax

Value of outstanding work (current US$ equivalent)

Estimated completion date

Average monthly invoicing over last six months
(US$/month)

1.

2.

3.

4.

5.

etc.

Total Assets (TA)

Total Liabilities (TL)

Net Worth (NW)

Current Assets (CA)

Current Liabilities (CL)

Information from Income Statement

Total Revenue (TR)

Profits Before Taxes (PBT)

Annual turnover data 

Year

Amount and Currency

US$ equivalent

2022/23

 _________________________________________

____________________

2023/24

 _________________________________________

____________________

2024/25

 _________________________________________

____________________

*Average Annual Turnover

 _________________________________________

____________________

Source of financing

Amount (US$ equivalent)

1.

2.

3.

4.

______

______

Contract name:

Brief Description of the  contract performed by the Bidder:

Name of Employer:

Address:

_________

______

______

Contract name:

Brief Description of the  contract  performed by the Bidder:

Name of Employer:

Address:

_________

______

______

Contract name:

Brief Description of the   contract performed by the Bidder:

Name of Employer:

Address:

_________

______

______

Contract name:

Brief Description of the  contract performed by the Bidder:

Name of Employer:

Address:

_________

______

______

Contract name:

Brief Description of the   contract  performed by the Bidder:

Name of Employer:

Address:

_________

______

______

Contract name:

Brief Description of the   contract   performed by the Bidder:

Name of Employer:

Address:

_________

Contract Identification

_______________________________________

Award date

Completion date

_______________________________________

_______________________________________

Role in Contract

Prime Contractor

Member in
JV

Management Contractor

Subcontractor

Total contract amount

US$__________

If member in a JV or subcontractor, specify participation of total contract amount

______%

___________

US$_______

Employer’s Name:

_______________________________________

Address:

Telephone/fax number:

E-mail:

_______________________________________

_______________________________________

_______________________________________

_______________________________________

Description of the similarity in accordance with Sub-Factor 4.2a) of Section III:

Amount

_________________________________

Physical size

_________________________________

Complexity

_________________________________

Methods/Technology

_________________________________

Physical Production Rate

_________________________________

Contract Identification

_______________________________________

Award date

Completion date

_______________________________________

_______________________________________

Role in Contract

Prime Contractor

Management Contractor

Subcontractor

Total contract amount

US$________

If member in a JV or subcontractor, specify participation of total contract amount

__________%

_____________

US$________

Employer’s Name:

_______________________________________

Address:

Telephone/fax number:

E-mail:

_______________________________________

_______________________________________

_______________________________________

_______________________________________

Description of the key activities in accordance with Sub-Factor 4.2b) of Section III:

Contract Identification

Award date

Completion date

Role in Contract

Prime Contractor

Member in
JV

Management Contractor

Subcontractor

Total Contract Amount

                                                          US$ ____________

Details of relevant experience

INSTRUCTIONS TO BIDDERS: DELETE THIS BOX ONCE YOU HAVE COMPLETED THE DOCUMENT

The Bidder must prepare this Letter of Bid on stationery with its letterhead clearly showing the Bidder’s complete name and business address.

Note: All italicized text is to help Bidders in preparing this form.

Name of Recipient

Address

Reason

Amount

1 Specify currency in accordance with specifications in Bid Data Sheet under ITB 18.1

Item

Source of Indices

Base date Indices

Source of exchnage rate (if applicable)

Section VII - Employer’s Requirements

a)

Rated maximum voltage, kV

12…15

d)

Rated lightning impulse withstand voltage (peak), kV

110

e)

Rated continuous current, A

630

h)

Rated short-circuit breaking current, kA

16

i)

Rated peak withstand current, kA

41.6

j)

Rated short time withstand current, kA

16

k)

Rated duration of short circuit, s

4

l)

Rated frequency, Hz

50

a)

Supply voltage range shall not be less than, V

85 … 265 AC

110 … 220 DC

b)

Rated power consumption shall not exceed, VA

40

c)

Maximum power consumption shall not exceed, VA

75

d)

Duration of operation without auxiliary supply shall be not less than, hours

48

USB

USB Type-B (front panel)

Local engineering

RS-232 Port

DB9

SCADA serial communications (DNP3 Serial, IEC60870-5-101)

Ethernet

RJ45 10/100 Mbps

SCADA over DNP3 TCP, IEC 60870-5-104

RS-485

Optional

Third-party modem or serial communications

9.10

Training of Contractor’s Personnel

The Contractor shall ensure that all Contractor personnel receive mandatory training on Environmental and Social (E&S) requirements prior to commencement of works. Training shall include, at a minimum: (i) CESMP obligations; (ii) pollution prevention and waste management; (iii) community health and safety risks; (iv) SEA/SH awareness and Code of Conduct; (v) grievance redress procedures; and (vi) emergency preparedness and response. Refresher training and toolbox talks shall be conducted periodically.

20

Design and Engineering

The Contractor shall ensure that all designs comply with applicable national legislation, Environmental Authorization conditions, and World Bank ESF requirements (particularly ESS4). Designs shall: (i) incorporate climate resilience measures (e.g. flood risk, extreme weather tolerance); (ii) ensure universal access where applicable; (iii) minimize environmental footprint and vegetation clearing; (iv) assess and mitigate risks to the public from operational hazards; and (v) comply with applicable engineering and safety certification standards. All designs shall be reviewed and approved prior to implementation.

22.2.4

Rates of wages and conditions of labor

The Contractor shall comply with the Labour Management Procedures (LMP), national labour laws, and ESS2 requirements. This includes: (i) fair wages in line with national minimum standards; (ii) safe and decent working conditions; (iii) prohibition of child labour and forced labour; (iv) non-discrimination and equal opportunity; and (v) provision of written contracts to all workers.

22.2.6

Facilities for Staff and Labor

The Contractor shall provide adequate facilities for all personnel, including: (i) safe drinking water; (ii) sanitary and washing facilities segregated where appropriate; (iii) waste management systems; (iv) first aid and medical access; and (v) where accommodation is required, it shall meet GIIP and national standards. Facilities shall be culturally appropriate and accessible, and shall not create environmental or social risks to surrounding communities (ESS2 & ESS4).

22.8

Security of the Site

The Contractor shall establish security arrangements consistent with ESS4 and GIIP. Security measures shall be proportionate to the level of risk and shall respect human rights. The Contractor shall: (i) avoid use of excessive force; (ii) train security personnel on Code of Conduct and SEA/SH prevention; (iii) coordinate with local authorities; and (iv) ensure security does not restrict community access unnecessarily. All incidents involving security personnel shall be recorded and reported.

22.9

Protection of the Environment

The Contractor shall implement all necessary measures to prevent pollution and environmental degradation in accordance with ESS3 and national legislation. The following limits and controls shall apply:

1. Hazardous materials must be stored in bunded areas;
2.  Dust emissions shall be controlled to prevent nuisance beyond site boundaries;
3.  Noise levels shall comply with national standards and approved working hours;
4. All waste shall be segregated and disposed of at licensed facilities; and
5. Fuel and oil spills shall be contained and remediated immediately. The CESMP shall define monitoring measures, thresholds, and corrective actions.

22.11

Cultural Heritage Findings

The Contractor shall implement a Chance Finds Procedure in accordance with ESS8. In the event of discovery of cultural heritage resources:

1. All works shall stop immediately in the affected area;
2. The site shall be secured;
3.  Relevant authorities shall be notified; and

Works shall only resume upon formal clearance.

1. Workers shall be trained on recognizing and reporting chance finds.

Item No.

Position/specialization

Relevant academic qualifications

Minimum years of relevant work experience

1

Contractor’s Representative/ Project manager

Bachelors in  (Electrical Engineering)

5

2.

Site Manager/ Construction Manager

Diploma Electrical/Electronic Engineering;

5

Tele-Communication Specialist

Diploma Electrical/Electronic Engineering;

10

Protection Specialist

Diploma Electrical/Electronic Engineering;

10

SCADA Specialist

Diploma Electrical/Electronic Engineering;

10

6.

Environmental and Social expert

Bachelors/Masters in Environment Management, Sciences

5

7.

Health and Safety officer

Bachelors in Environmental Sciences )/Any other degree with Occupational Health

5

Drawings

Supplementary Information

The proposed locations of the auto-reclosers across the Eswatini Electricity Company network:

Section VIII - General Conditions of Contract

1.    Definitions

1.1     The following words and expressions shall have the meanings hereby assigned to them:

“Contract” means the Contract Agreement entered into between the Employer and the Contractor, together with the Contract Documents referred to therein; they shall constitute the Contract, and the term “the Contract” shall in all such documents be construed accordingly.

“Contract Documents” means the documents listed in Article 1.1 (Contract Documents) of the Contract Agreement (including any amendments thereto).

“GCC” means the General Conditions of Contract hereof.

“PCC” means the Particular Conditions of Contract.

“day” means calendar day.

“year” means 365 days.

“month” means calendar month.

“Party” means the Employer or the Contractor, as the context requires, and “Parties” means both of them.

“Employer” means the person named as such in the PCC and includes the legal successors or permitted assigns of the Employer.

“Project Manager” means the person appointed by the Employer in the manner provided in GCC Sub-Clause 17.1 (Project Manager) hereof and named as such in the PCC to perform the duties delegated by the Employer.

“Contractor” means the person(s) whose Bid to perform the Contract has been accepted by the Employer and is named as Contractor in the Contract Agreement, and includes the legal successors or permitted assigns of the Contractor.

“Contractor’s Representative” means any person nominated by the Contractor and approved by the Employer in the manner provided in GCC Sub-Clause 17.2 (Contractor’s Representative and Construction Manager) hereof to perform the duties delegated by the Contractor.

“Construction Manager” means the person appointed by the Contractor’s Representative in the manner provided in GCC Sub-Clause 17.2.4. 

“Subcontractor,” including manufacturers, means any person to whom execution of any part of the Facilities, including preparation of any design or supply of any Plant, is sub-contracted directly or indirectly by the Contractor, and includes its legal successors or permitted assigns.

“Dispute Board” (DB) means the person or persons named as such in the PCC appointed by agreement between the Employer and the Contractor to make a decision with respect to any dispute or difference between the Employer and the Contractor referred to him or her by the Parties pursuant to GCC Sub-Clause 46.1 (Dispute Board) hereof.

“The Bank” means the financing institution named in the PCC.

“Contract Price” means the sum specified in Article 2.1 (Contract Price) of the Contract Agreement, subject to such additions and adjustments thereto or deductions therefrom, as may be made pursuant to the Contract.

“Facilities” means the Plant to be supplied and installed, as well as all the Installation Services to be carried out by the Contractor under the Contract.

“Plant” means permanent plant, equipment, machinery, apparatus, materials, articles and things of all kinds to be provided and incorporated in the Facilities by the Contractor under the Contract (including the spare parts to be supplied by the Contractor under GCC Sub-Clause 7.3 hereof), but does not include Contractor’s Equipment.

“Installation Services” means all those services ancillary to the supply of the Plant for the Facilities, to be provided by the Contractor under the Contract, such as transportation and provision of marine or other similar insurance, inspection, expediting, site preparation works (including the provision and use of Contractor’s Equipment and the supply of all construction materials required), installation, testing, precommissioning, commissioning, operations, maintenance, the provision of operations and maintenance manuals, training, etc… as the case may require.

“Contractor’s Equipment” means all facilities, equipment, machinery, tools, apparatus, appliances or things of every kind required in or for installation, completion and maintenance of Facilities that are to be provided by the Contractor, but does not include Plant, or other things intended to form or forming part of the Facilities.

“Country of Origin” means the countries and territories eligible under the rules of the Bank as further elaborated in the PCC.

“Site” means the land and other places upon which the Facilities are to be installed, and such other land or places as may be specified in the Contract as forming part of the Site.

“Effective Date” means the date of fulfillment of all conditions stated in Article 3 (Effective Date) of the Contract Agreement, from which the Time for Completion shall be counted.

“Time for Completion” means the time within which Completion of the Facilities as a whole (or of a part of the Facilities where a separate Time for Completion of such part has been prescribed) is to be attained, as referred to in GCC Clause 8 and in accordance with the relevant provisions of the Contract.

“Completion” means that the Facilities (or a specific part thereof where specific parts are specified in the Contract) have been completed operationally and structurally and put in a tight and clean condition, that all work in respect of Precommissioning of the Facilities or such specific part thereof has been completed, and that the Facilities or specific part thereof are ready for Commissioning as provided in GCC Clause 24 (Completion) hereof.

“Precommissioning” means the testing, checking and other requirements specified in the Employer’s Requirements that are to be carried out by the Contractor in preparation for Commissioning as provided in GCC Clause 24 (Completion) hereof.

“Commissioning” means operation of the Facilities or any part thereof by the Contractor following Completion, which operation is to be carried out by the Contractor as provided in GCC Sub-Clause 25.1 (Commissioning) hereof, for the purpose of carrying out Guarantee Test(s).

“Guarantee Test(s)” means the test(s) specified in the Employer’s Requirements to be carried out to ascertain whether the Facilities or a specified part thereof is able to attain the Functional Guarantees specified in the Appendix to the Contract Agreement titled Functional Guarantees, in accordance with the provisions of GCC Sub-Clause 25.2 (Guarantee Test) hereof.

“Operational Acceptance” means the acceptance by the Employer of the Facilities (or any part of the Facilities where the Contract provides for acceptance of the Facilities in parts), which certifies the Contractor’s fulfillment of the Contract in respect of Functional Guarantees of the Facilities (or the relevant part thereof) in accordance with the provisions of GCC Clause 28 (Functional Guarantees) hereof and shall include deemed acceptance in accordance with GCC Clause 25 (Commissioning and Operational Acceptance) hereof.

“Defect Liability Period” means the period of validity of the warranties given by the Contractor commencing at Completion of the Facilities or a part thereof, during which the Contractor is responsible for defects with respect to the Facilities (or the relevant part thereof) as provided in GCC Clause 27 (Defect Liability) hereof.

“ES” means Environmental and Social (including Sexual Exploitation and Abuse (SEA), and Sexual Harassment (SH)).

“Sexual Exploitation and Abuse” “(SEA)” means the following:

Sexual Exploitation is defined as any actual or attempted abuse of position of vulnerability, differential power or trust, for sexual purposes, including, but not limited to, profiting monetarily, socially or politically from the sexual exploitation of another.

Sexual Abuse is defined as the actual or threatened physical intrusion of a sexual nature, whether by force or under unequal or coercive conditions;

“Sexual Harassment” “(SH)” is defined as unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature by the Contractor’s Personnel with other Contractor’s Personnel or Employer’s Personnel.

“Contractor’s Personnel” means all personnel whom the Contractor utilizes in the execution of the Contract, including the staff, labor and other employees of the Contractor and each Subcontractor; and any other personnel assisting the Contractor in the execution of the Contract; and

 “Employer’s Personnel” means all staff, labor and other employees of the Project Manager and of the Employer engaged in fulfilling the Employer’s obligations under the Contract; and any other personnel identified as Employer’s Personnel, by a notice from the Employer to the Contractor.

2.    Contract Documents

2.1     Subject to Article 1.2 (Order of Precedence) of the Contract Agreement, all documents forming part of the Contract (and all parts thereof) are intended to be correlative, complementary and mutually explanatory.  The Contract shall be read as a whole.

3.    Interpretation

3.1     In the Contract, except where the context requires otherwise:

1. words indicating one gender include all genders;
2. words indicating the singular also include the plural and words indicating the plural also include the singular;
3. provisions including the word “agree,” “agreed,” or “agreement” require the agreement to be recorded in writing;
4. the word “tender” is synonymous with “Bid,” “tenderer,” with “Bidder,” and “tender documents” with “Bidding  Document,” and
5. “written” or “in writing” means hand-written, type-written, printed or electronically made, and resulting in a permanent record.

The marginal words and other headings shall not be taken into consideration in the interpretation of these Conditions.

3.2     Incoterms

Unless inconsistent with any provision of the Contract, the meaning of any trade term and the rights and obligations of Parties thereunder shall be as prescribed by Incoterms.

Incoterms means international rules for interpreting trade terms published by the International Chamber of Commerce (latest edition), 38 Cours Albert 1er, 75008 Paris, France.

3.3     Entire Agreement

Subject to GCC Sub-Clause 16.4 hereof, the Contract constitutes the entire agreement between the Employer and Contractor with respect to the subject matter of Contract and supersedes all communications, negotiations and agreements (whether written or oral) of Parties with respect thereto made prior to the date of Contract.

3.4     Amendment

No amendment or other variation of the Contract shall be effective unless it is in writing, is dated, expressly refers to the Contract, and is signed by a duly authorized representative of each Party hereto.

3.5     Independent Contractor

The Contractor shall be an independent contractor performing the Contract.  The Contract does not create any agency, partnership, joint venture or other joint relationship between the Parties hereto. Subject to the provisions of the Contract, the Contractor shall be solely responsible for the manner in which the Contract is performed.  All employees, representatives or Subcontractors engaged by the Contractor in connection with the performance of the Contract shall be under the complete control of the Contractor and shall not be deemed to be employees of the Employer, and nothing contained in the Contract or in any subcontract awarded by the Contractor shall be construed to create any contractual relationship between any such employees, representatives or Subcontractors and the Employer.

3.6     Non-Waiver

3.6.1  Subject to GCC Sub-Clause 3.6.2 below, no relaxation, forbearance, delay or indulgence by either Party in enforcing any of the terms and conditions of the Contract or the granting of time by either Party to the other shall prejudice, affect or restrict the rights of that Party under the Contract, nor shall any waiver by either Party of any breach of Contract operate as waiver of any subsequent or continuing breach of Contract.

3.6.2  Any waiver of a Party’s rights, powers or remedies under the Contract must be in writing, must be dated and signed by an authorized representative of the Party granting such waiver, and must specify the right and the extent to which it is being waived.

3.7     Severability

If any provision or condition of the Contract is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or enforceability of any other provisions and conditions of the Contract.

3.8     Country of Origin

“Origin” means the place where the plant and component parts thereof are mined, grown, produced or manufactured, and from which the services are provided. Plant components are produced when, through manufacturing, processing, or substantial or major assembling of components, a commercially recognized product results that is substantially different in its basic characteristics or in purpose or utility from its components.

4.    Communica­tions

4.1     Wherever these Conditions provide for the giving or issuing of approvals, certificates, consents, determinations, notices, requests and discharges, these communications shall be:

1. in writing and delivered against receipt; and
2. delivered, sent or transmitted to the address for the recipient’s communications as stated in the Contract Agreement.

When a certificate is issued to a Party, the certifier shall send a copy to the other Party. When a notice is issued to a Party, by the other Party or the Project Manager, a copy shall be sent to the Project Manager or the other Party, as the case may be.

5.    Law and Language

5.1     The Contract shall be governed by and interpreted in accordance with laws of the country specified in the PCC.

1. 1. The ruling language of the Contract shall be that stated in the PCC.
   2. The language for communications shall be the ruling language unless otherwise stated in the PCC.

6.    Fraud and Corruption

1. 1. The Bank requires compliance with the Bank’s Anti-Corruption Guidelines and its prevailing sanctions policies and procedures as set forth in the WBG’s Sanctions Framework, as set forth in Appendix B to the GCC.
   2. The Employer requires the Contractor to disclose any commissions or fees that may have been paid or are to be paid to agents or any other party with respect to the Bidding process or execution of the Contract. The information disclosed must include at least the name and address of the agent or other party, the amount and currency, and the purpose of the commission, gratuity or fee.

1. Subject Matter of Contract

7.    Scope of Facilities

7.1     Unless otherwise expressly limited in the Employer’s Requirements, the Contractor’s obligations cover the provision of all Plant and the performance of all Installation Services required for the design, and the manufacture (including procurement, quality assurance, construction, installation, associated civil works, Precommissioning and delivery) of the Plant, and the installation, completion and commissioning of the Facilities in accordance with the plans, procedures, specifications, drawings, codes and any other documents as specified in the Section, Employer’s Requirements.  Such specifications include, but are not limited to, the provision of supervision and engineering services; the supply of labor, materials, equipment, spare parts (as specified in GCC Sub-Clause 7.3 below) and accessories; Contractor’s Equipment; construction utilities and supplies; temporary materials, structures and facilities; transportation (including, without limitation, unloading and hauling to, from and at the Site); and storage, except for those supplies, works and services that will be provided or performed by the Employer, as set forth in the  Appendix to the Contract Agreement titled Scope of Works and Supply by the Employer.

7.2     The Contractor shall, unless specifically excluded in the Contract, perform all such work and/or supply all such items and materials not specifically mentioned in the Contract but that can be reasonably inferred from the Contract as being required for attaining Completion of the Facilities as if such work and/or items and materials were expressly mentioned in the Contract.

7.3     In addition to the supply of Mandatory Spare Parts included in the Contract, the Contractor agrees to supply spare parts required for the operation and maintenance of the Facilities for the period specified in the PCC and the provisions, if any, specified in the PCC.  However, the identity, specifications and quantities of such spare parts and the terms and conditions relating to the supply thereof are to be agreed between the Employer and the Contractor, and the price of such spare parts shall be that given in Price Schedule No. 6, which shall be added to the Contract Price.  The price of such spare parts shall include the purchase price therefor and other costs and expenses (including the Contractor’s fees) relating to the supply of spare parts.

8.    Time for Commence­ment and Completion

8.1     The Contractor shall commence work on the Facilities within the period specified in the PCC and without prejudice to GCC Sub-Clauses 9.9 and 26.2 hereof, the Contractor shall thereafter proceed with the Facilities in accordance with the time schedule specified in the Appendix to the Contract Agreement titled Time Schedule.

8.2     The Contractor shall attain Completion of the Facilities or of a part where a separate time for Completion of such part is specified in the Contract, within the time stated in the PCC or within such extended time to which the Contractor shall be entitled under GCC Clause 40 hereof.

9.    Contractor’s Responsibilities

9.1     The Contractor shall design, manufacture including associated purchases and/or subcontracting, install and complete the Facilities in accordance with the Contract. When completed, the Facilities should be fit for the purposes for which they are intended as defined in the Contract.

9.2     The Contractor confirms that it has entered into this Contract on the basis of a proper examination of the data relating to the Facilities including any data as to boring tests provided by the Employer, and on the basis of information that the Contractor could have obtained from a visual inspection of the Site if access thereto was available and of other data readily available to it relating to the Facilities as of the date twenty-eight (28) days prior to Bid submission.  The Contractor acknowledges that any failure to acquaint itself with all such data and information shall not relieve its responsibility for properly estimating the difficulty or cost of successfully performing the Facilities.

9.3     The Contractor shall acquire and pay for all permits, approvals and/or licenses from all local, state or national government authorities or public service undertakings in the country where the Site is located which such authorities or undertakings require the Contractor to obtain in its name and which are necessary for the performance of the Contract, including, without limitation, visas for the Contractor’s Personnel and entry permits for all imported Contractor’s Equipment.  The Contractor shall acquire all other permits, approvals and/or licenses that are not the responsibility of the Employer under GCC Sub-Clause 10.3 hereof and that are necessary for the performance of the Contract.

9.4     The Contractor shall comply with all laws in force in the country where the Facilities are to be implemented.  The laws will include all local, state, national or other laws that affect the performance of the Contract and bind upon the Contractor.  The Contractor shall indemnify and hold harmless the Employer from and against any and all liabilities, damages, claims, fines, penalties and expenses of whatever nature arising or resulting from the violation of such laws by the Contractor or its personnel, including the Subcontractors and their personnel, but without prejudice to GCC Sub-Clause 10.1 hereof.

9.5     Any Plant and Installation Services that will be incorporated in or be required for the Facilities and other supplies shall have their origin as specified under GCC Clause 1 (Country of Origin). Any subcontractors retained by the Contractor shall be from a country as specified in GCC Clause 1 (Country of Origin).

9.6     If the Contractor is a joint venture, or association (JV) of two or more persons, all such persons shall be jointly and severally bound to the Employer for the fulfillment of the provisions of the Contract, and shall designate one of such persons to act as a leader with authority to bind the JV. The composition or the constitution of the JV shall not be altered without the prior consent of the Employer.

9.7     Pursuant to paragraph 2.2 e. of Appendix B to the General Conditions the Contractor shall permit and shall cause its agents (where declared or not), subcontractors, subconsultants, service providers, suppliers, and personnel, to permit, the Bank and/or persons appointed by the Bank to inspect the site and/or the accounts, records and other documents relating to the procurement process, selection and/or contract execution, and to have such accounts, records and other documents audited by auditors appointed by the Bank. The Contractor’s and its Subcontractors’ and subconsultants’ attention is drawn to Sub-Clause 6.1 (Fraud and Corruption) which provides, inter alia, that acts intended to materially impede the exercise of the Bank’s inspection and audit rights constitute a prohibited practice subject to contract termination (as well as to a determination of ineligibility pursuant to the Bank’s prevailing sanctions procedures).

9.8 The Contractor shall conform to the sustainable procurement contractual provisions, if and as specified in the PCC.

9.9   Contractor’s Environmental and Social Management Plan (C-ESMP)         

The Contractor shall not carry out mobilization to Site unless the Project Manager gives approval, an approval that  shall not be unreasonably delayed, to the measures the Contractor proposes to address environmental and social risks and impacts including the code of conduct, in accordance with GCC Sub-Clause  22.4.

The Contractor shall submit, to the Project Manager for Review, any additional Management Strategies and Implementation Plans as are necessary to manage the ES risks and impacts of the Facilities. These Management Strategies and Implementation Plans collectively comprise the Contractor’s Environmental and Social Management Plan (C-ESMP).

The Contractor shall review the C-ESMP, periodically (but not less than every six (6) months), and update it as required to ensure that it contains measures appropriate to the Facilities. The updated C-ESMP shall be submitted to the Project Manager for its approval.

9.10  Training of Contractor’s Personnel

The Contractor shall provide appropriate training to relevant Contractor’s Personnel on ES aspects of the Contract, including appropriate sensitization on prohibition of SEA and health and safety training referred to in GCC Sub-Clause 22.2.7. 

As stated in the Employer’s Requirements or as instructed by the Project Manager, the Contractor shall also allow appropriate opportunities for the relevant Contractor’s Personnel to be trained on ES aspects of the Contract by the Employer’s personnel and/or other personnel assigned by the Employer.

9.11 Stakeholder engagements

The Contractor shall provide relevant contract- related information, as the Employer and/or Project Manager may reasonably request to conduct contract stakeholder engagement. “Stakeholder” refers to individuals or groups who:

1. 1. 1. are affected or likely to be affected by the Contract; and
      2. may have an interest in the Contract.

The Contractor may also directly participate in contract stakeholder engagements, as the Employer and/or Project Manager may reasonably request.

9.12      Forced Labor

The Contractor, including its Subcontractors, shall not employ or engage forced labour. Forced labour consists of any work or service, not voluntarily performed, that is exacted from an individual under threat of force or penalty, and includes any kind of involuntary or compulsory labour, such as indentured labour, bonded labour or similar labour-contracting arrangements.

No persons shall be employed or engaged who have been subject to trafficking. Trafficking in persons is defined as the recruitment, transportation, transfer, harbouring or receipt of persons by means of the threat or use of force or other forms of coercion, abduction, fraud, deception, abuse of power, or of a position of vulnerability, or of the giving or receiving of payments or benefits to achieve the consent of a person having control over another person, for the purposes of exploitation.

The Contractor shall also take measures to require its suppliers (other than Subcontractors) not to employ or engage forced labour including trafficked persons. If forced labour/trafficking cases are identified, the Contractor shall take measures to require the suppliers to take appropriate steps to remedy them. Where the supplier does not remedy the situation, the Contractor shall within a reasonable period substitute the supplier with a supplier that is able to manage such risks.

9.13      Child Labor

The Contractor, including its Subcontractors, shall not employ or engage a child under the age of 14 unless the national law specifies a higher age (the minimum age).

The Contractor, including its Subcontractors, shall not employ or engage a child between the minimum age and the age of 18 in a manner that is likely to be hazardous, or to interfere with, the child’s education, or to be harmful to the child’s health or physical, mental, spiritual, moral, or social development.

The Contractor including its Subcontractors, shall only employ or engage children between the minimum age and the age of 18 after an appropriate risk assessment has been conducted by the Contractor with the Engineer’s consent. The Contractor shall be subject to regular monitoring by the Project Manager that includes monitoring of health, working conditions and hours of work.

Work considered hazardous for children is work that, by its nature or the circumstances in which it is carried out, is likely to jeopardize the health, safety, or morals of children. Such work activities prohibited for children include work:

1. with exposure to physical, psychological or sexual abuse;
2. underground, underwater, working at heights or in confined spaces;
3. with dangerous machinery, equipment or tools, or involving handling or transport of heavy loads;
4. in unhealthy environments exposing children to hazardous substances, agents, or processes, or to temperatures, noise or vibration damaging to health; or
5. under difficult conditions such as work for long hours, during the night or in confinement on the premises of the employer.

The Contractor shall also take measures to require its suppliers (other than Subcontractors) not to employ or engage child labor. If child labor cases are identified, the Contractor shall take measures to require the suppliers to take appropriate steps to remedy them. Where the supplier does not remedy the situation, the Contractor shall within a reasonable period substitute the supplier with a supplier that is able to manage such risks.

9.14      Serious Safety Issues

The Contractor, including its Subcontractors, shall comply with all applicable safety obligations. The Contractor shall also take measures to require its suppliers (other than Subcontractors) to adopt procedures and mitigation measures adequate to address safety issues related to their personnel. If serious safety issues are identified, the Contractor shall take measures to require the suppliers to take appropriate steps to remedy them. Where the supplier does not remedy the situation, the Contractor shall within a reasonable period substitute the supplier with a supplier that is able to manage such risks.

9.15      Obtaining natural resource materials

The Contractor shall obtain natural resource materials  from suppliers  that can demonstrate, through compliance with the applicable verification  and/ or certification requirements, that obtaining such materials is not contributing to the risk of significant conversion or significant degradation of natural or critical habitats such as unsustainably harvested wood products, gravel or sand extraction from riverbeds or beaches.

If a supplier cannot continue to demonstrate that obtaining such materials is not contributing to the risk of significant conversion or significant degradation of natural or critical habitats, the Contractor shall within a reasonable period substitute the supplier with a supplier that is able to demonstrate that they are not significantly adversely impacting the habitats.

9.16   Site Signage

The Contractor shall not post and shall ensure that its Subcontractors/suppliers/manufacturers and Contractors’ Personnel shall not post, any signage on the Site, or in any other place where the Works will be carried out, except such signage as is required under the Contract, including by the Laws of the Country, or has been approved by the Employer. For the purposes of this sub-clause, signage shall include, inter alia, flags, billboards, advertising materials and any other similar item separately posted on the Site.

10.  Employer’s Responsibilities

10.1   All information and/or data to be supplied by the Employer as described in the Appendix to the Contract Agreement titled Scope of Works and Supply by the Employer, shall be deemed to be accurate, except when the Employer expressly states otherwise.

10.2   The Employer shall be responsible for acquiring and providing legal and physical possession of the Site and access thereto, and for providing possession of and access to all other areas reasonably required for the proper execution of the Contract, including all requisite rights of way, as specified in the Appendix to the Contract Agreement titled Scope of Works and Supply by the Employer.  The Employer shall give full possession of and accord all rights of access thereto on or before the date(s) specified in that Appendix.

10.3   The Employer shall acquire and pay for all permits, approvals and/or licenses from all local, state or national government authorities or public service undertakings in the country where the Site is located which (a) such authorities or undertakings require the Employer to obtain in the Employer’s name, (b) are necessary for the execution of the Contract, including those required for the performance by both the Contractor and the Employer of their respective obligations under the Contract, and (c) are specified in the  Appendix  (Scope of Works and Supply by the Employer).

10.4   If requested by the Contractor, the Employer shall use its best endeavors to assist the Contractor in obtaining in a timely and expeditious manner all permits, approvals and/or licenses necessary for the execution of the Contract from all local, state or national government authorities or public service undertakings that such authorities or undertakings require the Contractor or Subcontractors or the personnel of the Contractor or Subcontractors, as the case may be, to obtain.

10.5   Unless otherwise specified in the Contract or agreed upon by the Employer and the Contractor, the Employer shall provide sufficient, properly qualified operating and maintenance personnel; shall supply and make available all raw materials, utilities, lubricants, chemicals, catalysts, other materials and facilities; and shall perform all work and services of whatsoever nature, including those required by the Contractor to properly carry out Precommissioning, Commissioning and Guarantee Tests, all in accordance with the provisions of the  Appendix to the Contract Agreement titled Scope of Works and Supply by the Employer, at or before the time specified in the program furnished by the Contractor under GCC Sub-Clause 18.2 hereof and in the manner thereupon specified or as otherwise agreed upon by the Employer and the Contractor.

10.6   The Employer shall be responsible for the continued operation of the Facilities after Completion, in accordance with GCC Sub-Clause 24.8, and shall be responsible for facilitating the Guarantee Test(s) for the Facilities, in accordance with GCC Sub-Clause 25.2.

10.7   All costs and expenses involved in the performance of the obligations under this GCC Clause 10 shall be the responsibility of the Employer, save those to be incurred by the Contractor with respect to the performance of Guarantee Tests, in accordance with GCC Sub-Clause 25.2.

10.8   In the event that the Employer shall be in breach of any of his obligations under this Clause, the additional cost incurred by the Contractor in consequence thereof shall be determined by the Project Manager and added to the Contract Price.

11.  Contract Price

11.1   The Contract Price shall be as specified in Article 2 (Contract Price and Terms of Payment) of the Contract Agreement.

11.2   Unless an adjustment clause is provided for in the PCC, the Contract Price shall be a firm lump sum not subject to any alteration, except in the event of a Change in the Facilities or as otherwise provided in the Contract.

11.3   Subject to GCC Sub-Clauses 9.2, 10.1 and 35 hereof, the Contractor shall be deemed to have satisfied itself as to the correctness and sufficiency of the Contract Price, which shall, except as otherwise provided for in the Contract, cover all its obligations under the Contract.

12.  Terms of Payment

12.1   The Contract Price shall be paid as specified in Article 2 (Contract Price and Terms of Payment) of the Contract Agreement and in the Appendix to the Contract Agreement titled Terms and Procedures of Payment, which also outlines the procedures to be followed in making application for and processing payments.

12.2   No payment made by the Employer herein shall be deemed to constitute acceptance by the Employer of the Facilities or any part(s) thereof.

12.3   In the event that the Employer fails to make any payment by its respective due date or within the period set forth in the Contract, the Employer shall pay to the Contractor interest on the amount of such delayed payment at the rate(s) shown in the Appendix to the Contract Agreement titled Terms and Procedures of Payment, for the period of delay until payment has been made in full, whether before or after judgment or arbitrage award.

12.4   The currency or currencies in which payments are made to the Contractor under this Contract shall be specified in the Appendix to the Contract Agreement titled Terms and Procedures of Payment, subject to the general principle that payments will be made in the currency or currencies in which the Contract Price has been stated in the Contractor’s Bid.

12.5   As specified in the PCC, if the Contractor fails to perform its cyber security obligations under the Contract, an assessed amount, as determined by the Project Manager, may be withheld until the obligation has been performed.

13.  Securities

13.1   Issuance of Securities

The Contractor shall provide the securities specified below in favor of the Employer at the times, and in the amount, manner and form specified below.

13.2   Advance Payment Security

13.2.1 The Contractor shall, within twenty-eight (28) days of the notification of contract award, provide a security in an amount equal to the advance payment calculated in accordance with the Appendix to the Contract Agreement titled Terms and Procedures of Payment, and in the same currency or currencies.

13.2.2 The security shall be in the form provided in the Bidding documents or in another form acceptable to the Employer.  The amount of the security shall be reduced in proportion to the value of the Facilities executed by and paid to the Contractor from time to time, and shall automatically become null and void when the full amount of the advance payment has been recovered by the Employer.  The security shall be returned to the Contractor immediately after its expiration.

13.3   Performance Security

13.3.1 The Contractor shall, within twenty-eight (28) days of the notification of contract award, provide a security for the due performance of the Contract in the amount specified in the PCC.

13.3.2 The Performance Security shall be denominated in the currency or currencies of the Contract, or in a freely convertible currency acceptable to the Employer, and shall be in the form provided in Section X, Contract Forms, corresponding to the type of bank guarantee stipulated by the Employer in the PCC, or in another form acceptable to the Employer.

13.3.3 Unless otherwise specified in the PCC, the security shall be reduced by half on the date of the Operational Acceptance. The Security shall become null and void, or shall be reduced pro rata to the Contract Price of a part of the Facilities for which a separate Time for Completion is provided, five hundred and forty (540) days after Completion of the Facilities or three hundred and sixty five (365) days after Operational Acceptance of the Facilities, whichever occurs first; provided, however, that if the Defects Liability Period has been extended on any part of the Facilities pursuant to GCC Sub-Clause 27.8 hereof, the Contractor shall issue an additional security in an amount proportionate to the Contract Price of that part.  The security shall be returned to the Contractor immediately after its expiration, provided, however, that if the Contractor, pursuant to GCC Sub-Clause 27.10, is liable for an extended defect liability obligation, the Performance Security shall be extended for the period specified in the PCC pursuant to GCC Sub-Clause 27.10 and up to the amount specified in the PCC.

13.3.4 The Employer shall not make a claim under the Performance Security, except for amounts to which the Employer is entitled under the Contract. The Employer shall indemnify and hold the Contractor harmless against and from all damages, losses and expenses (including legal fees and expenses) resulting from a claim under the Performance Security to the extent to which the Employer was not entitled to make the claim.

14.  Taxes and Duties

14.1   Except as otherwise specifically provided in the Contract, the Contractor shall bear and pay all taxes, duties, levies and charges assessed on the Contractor, its Subcontractors or their employees by all municipal, state or national government authorities in connection with the Facilities in and outside of the country where the Site is located.

14.2   Notwithstanding GCC Sub-Clause 14.1 above, the Employer shall bear and promptly pay

(a)     all customs and import duties for the Plant specified in Price Schedule No. 1; and

(b)     other domestic taxes such as, sales tax and value added tax (VAT) on the Plant specified in Price Schedules No. 1 and No. 2 and that is to be incorporated into the Facilities, and on the finished goods, imposed by the law of the country where the Site is located.

14.3   If any tax exemptions, reductions, allowances or privileges may be available to the Contractor in the country where the Site is located, the Employer shall use its best endeavors to enable the Contractor to benefit from any such tax savings to the maximum allowable extent.

14.4   For the purpose of the Contract, it is agreed that the Contract Price specified in Article 2 (Contract Price and Terms of Payment) of the Contract Agreement is based on the taxes, duties, levies and charges prevailing at the date twenty-eight (28) days prior to the date of Bid submission in the country where the Site is located (hereinafter called “Tax” in this GCC Sub-Clause 14.4).  If any rates of Tax are increased or decreased, a new Tax is introduced, an existing Tax is abolished, or any change in interpretation or application of any Tax occurs in the course of the performance of Contract, which was or will be assessed on the Contractor, Subcontractors or their employees in connection with performance of the Contract, an equitable adjustment of the Contract Price shall be made to fully take into account any such change by addition to the Contract Price or deduction therefrom, as the case may be, in accordance with GCC Clause 36 hereof.

15.  License/Use of Technical Information

15.1    For the operation and maintenance of the Plant, the Contractor hereby grants a non-exclusive and non-transferable license (without the right to sub-license) to the Employer under the patents, utility models or other industrial property rights owned by the Contractor or by a third Party from whom the Contractor has received the right to grant licenses thereunder, and shall also grant to the Employer a non-exclusive and non-transferable right (without the right to sub-license) to use the know-how and other technical information disclosed to the Employer under the Contract. Nothing contained herein shall be construed as transferring ownership of any patent, utility model, trademark, design, copyright, know-how or other intellectual property right from the Contractor or any third Party to the Employer.

15.2   The copyright in all drawings, documents and other materials containing data and information furnished to the Employer by the Contractor herein shall remain vested in the Contractor or, if they are furnished to the Employer directly or through the Contractor by any third Party, including suppliers of materials, the copyright in such materials shall remain vested in such third Party.

16.  Confidential Information

16.1   The Employer and the Contractor shall keep confidential and shall not, without the written consent of the other Party hereto, divulge to any third Party any documents, data or other information furnished directly or indirectly by the other Party hereto in connection with the Contract, whether such information has been furnished prior to, during or following termination of the Contract.  Notwithstanding the above, the Contractor may furnish to its Subcontractor(s) such documents, data and other information it receives from the Employer to the extent required for the Subcontractor(s) to perform its work under the Contract, in which event the Contractor shall obtain from such Subcontractor(s) an undertaking of confidentiality similar to that imposed on the Contractor under this GCC Clause 16.

16.2   The Employer shall not use such documents, data and other information received from the Contractor for any purpose other than the operation and maintenance of the Facilities.  Similarly, the Contractor shall not use such documents, data and other information received from the Employer for any purpose other than the design, procurement of Plant, construction or such other work and services as are required for the performance of the Contract.

16.3   The obligation of a Party under GCC Sub-Clauses 16.1 and 16.2 above, however, shall not apply to that information which

(a)   now or hereafter enters the public domain through no fault of that Party

(b)   can be proven to have been possessed by that Party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other Party hereto

(c)   otherwise lawfully becomes available to that Party from a third Party that has no obligation of confidentiality

(d)  is being provided to the Bank.

16.4   The above provisions of this GCC Clause 16 shall not in any way modify any undertaking of confidentiality given by either of the Parties hereto prior to the date of the Contract in respect of the Facilities or any part thereof.

16.5   The provisions of this GCC Clause 16 shall survive termination, for whatever reason, of the Contract.

17.  Representatives

17.1   Project Manager

If the Project Manager is not named in the Contract, then within fourteen (14) days of the Effective Date, the Employer shall appoint and notify the Contractor in writing of the name of the Project Manager.  The Employer may from time to time appoint some other person as the Project Manager in place of the person previously so appointed, and shall give a notice of the name of such other person to the Contractor without delay.  No such appointment shall be made at such a time or in such a manner as to impede the progress of work on the Facilities.  Such appointment shall only take effect upon receipt of such notice by the Contractor.  The Project Manager shall represent and act for the Employer at all times during the performance of the Contract.  All notices, instructions, orders, certificates, approvals and all other communications under the Contract shall be given by the Project Manager, except as herein otherwise provided.

All notices, instructions, information and other communications given by the Contractor to the Employer under the Contract shall be given to the Project Manager, except as herein otherwise provided.

17.2   Contractor’s Representative & Construction Manager

17.2.1 If the Contractor’s Representative is not named in the Contract, then within fourteen (14) days of the Effective Date, the Contractor shall appoint the Contractor’s Representative and shall request the Employer in writing to approve the person so appointed.  If the Employer makes no objection to the appointment within fourteen (14) days, the Contractor’s Representative shall be deemed to have been approved.  If the Employer objects to the appointment within fourteen (14) days giving the reason therefor, then the Contractor shall appoint a replacement within fourteen (14) days of such objection, and the foregoing provisions of this GCC Sub-Clause 17.2.1 shall apply thereto.

17.2.2     The Contractor’s Representative shall represent and act for the Contractor at all times during the performance of the Contract and shall give to the Project Manager all the Contractor’s notices, instructions, information and all other communications under the Contract.

All notices, instructions, information and all other communications given by the Employer or the Project Manager to the Contractor under the Contract shall be given to the Contractor’s Representative or, in its absence, its deputy, except as herein otherwise provided.

The Contractor shall not revoke the appointment of the Contractor’s Representative without the Employer’s prior written consent, which shall not be unreasonably withheld.  If the Employer consents thereto, the Contractor shall appoint some other person as the Contractor’s Representative, pursuant to the procedure set out in GCC Sub-Clause 17.2.1.

17.2.3     The Contractor’s Representative may, subject to the approval of the Employer which shall not be unreasonably withheld, at any time delegate to any person any of the powers, functions and authorities vested in him or her.  Any such delegation may be revoked at any time.  Any such delegation or revocation shall be subject to a prior notice signed by the Contractor’s Representative, and shall specify the powers, functions and authorities thereby delegated or revoked.  No such delegation or revocation shall take effect unless and until a copy thereof has been delivered to the Employer and the Project Manager.

Any act or exercise by any person of powers, functions and authorities so delegated to him or her in accordance with this GCC Sub-Clause 17.2.3 shall be deemed to be an act or exercise by the Contractor’s Representative.

17.2.4     From the commencement of installation of the Facilities at the Site until Completion, the Contractor’s Representative shall appoint a suitable person as the Construction Manager.  The Construction Manager shall supervise all work done at the Site by the Contractor and shall be present at the Site throughout normal working hours except when on leave, sick or absent for reasons connected with the proper performance of the Contract.  Whenever the Construction Manager is absent from the Site, a suitable person shall be appointed to act as the Construction Manager’s deputy.

17.2.5     The Project Manager may require the Contractor to remove (or cause to be removed) the Contractor’s Representative or any other person employed by the Contractor in the execution of the Contract, who:

1. persists in any misconduct or lack of care;
2. carries out duties incompetently or negligently;
3. fails to comply with any provision of the Contract;
4. persists in any conduct which is prejudicial to safety, health, or the protection of the environment;
5. based on reasonable evidence, is determined to have engaged in Fraud and Corruption during the execution of the Contract;
6. has been recruited from the Employer’s Personnel in breach of GCC Sub-Clause 22.2.2;
7. undertakes behaviour which breaches the Code of Conduct (ES), as applicable;

If appropriate, the Contractor shall then promptly appoint (or cause to be appointed) a suitable replacement with equivalent skills and experience.

Notwithstanding any requirement from the Project Manager to remove or cause to remove any person, the Contractor shall take immediate action as appropriate in response to any violation of (a) through (g) above. Such immediate action shall include removing (or causing to be removed) from the Site or other places where the Contract is being executed, any Contractor’s Personnel who engages in (a), (b), (c), (d), (e) or (g) above or has been recruited as stated in (f) above..

17.2.6     If any representative or person employed by the Contractor is removed in accordance with GCC Sub-Clause 17.2.5, the Contractor shall, where required, promptly appoint a suitable replacement with equivalent skills and experience.

18.  Work Program

18.1   Contractor’s Organization

The Contractor shall supply to the Employer and the Project Manager a chart showing the proposed organization to be established by the Contractor for carrying out work on the Facilities within twenty-one (21) days of the Effective Date.  The chart shall include the identities of the key personnel and the curricula vitae of such key personnel to be employed shall be supplied together with the chart.  The Contractor shall promptly inform the Employer and the Project Manager in writing of any revision or alteration of such an organization chart.

18.2   Program of Performance

Within twenty-eight (28) days after the Effective Date, the Contractor shall submit to the Project Manager a detailed program of performance of the Contract, made in a form acceptable to the Project Manager and showing the sequence in which it proposes to design, manufacture, transport, assemble, install and precommission the Facilities, as well as the date by which the Contractor reasonably requires that the Employer shall have fulfilled its obligations under the Contract so as to enable the Contractor to execute the Contract in accordance with the program and to achieve Completion, Commissioning and Acceptance of the Facilities in accordance with the Contract.  The program so submitted by the Contractor shall accord with the Time Schedule included in the Appendix to the Contract Agreement titled Time Schedule, and any other dates and periods specified in the Contract.  The Contractor shall update and revise the program as and when appropriate or when required by the Project Manager, but without modification in the Times for Completion specified in the PCC pursuant to Sub-Clause 8.2 and any extension granted in accordance with GCC Clause 40, and shall submit all such revisions to the Project Manager.

18.3   Progress Report

The Contractor shall monitor progress of all the activities specified in the program referred to in GCC Sub-Clause 18.2 above, and supply a progress report to the Project Manager every month.

The progress report shall be in a form acceptable to the Project Manager and shall indicate: (a) percentage completion achieved compared with the planned percentage completion for each activity; and (b) where any activity is behind the program, giving comments and likely consequences and stating the corrective action being taken.

Unless otherwise stated in the Employer’s Requirements, each progress report shall include the Environmental and Social (ES) metrics set out in Appendix C.

If stated in the PCC, progress report shall include status of compliance to cyber security risks management, and any foreseeable cyber security risk and mitigation.

In addition to the progress reports, the Contractor shall inform the Project Manager immediately of any allegation, incident or accident in the Site,  which has or is likely to have a significant adverse effect on the environment, the affected communities, the public, Employer’s Personnel or Contractor’s Personnel. This includes, but is not limited to, any incident or accident causing fatality or serious injury; significant adverse effects or damage to private property; any cyber security incidents as specified in the PCC; or any allegation of SEA and/or SH. In case of SEA and/or SH, while maintaining confidentiality as appropriate, the type of allegation (sexual exploitation, sexual abuse or sexual harassment), gender and age of the person who experienced the alleged incident should be included in the information.

The Contractor, upon becoming aware of the allegation, incident or accident, shall also immediately inform the Project Manager of any such incident or accident on the Subcontractors’ or suppliers’ premises relating to the Facilities  which has or is likely to have a significant adverse effect on the environment, the affected communities, the public, Employer’s Personnel, or Contractor’s, its Subcontractors’ and suppliers’ personnel. The notification shall provide sufficient detail regarding such incidents or accidents. The Contractor shall provide full details of such incidents or accidents to the Project Manager within the timeframe agreed with the Project Manager.

The Contractor shall require its Subcontractors and suppliers to immediately notify the Contractor of any incidents or accidents referred to in this Subclause.

18.4   Progress of Performance

If at any time the Contractor’s actual progress falls behind the program referred to in GCC Sub-Clause 18.2, or it becomes apparent that it will so fall behind, the Contractor shall, at the request of the Employer or the Project Manager, prepare and submit to the Project Manager a revised program, taking into account the prevailing circumstances, and shall notify the Project Manager of the steps being taken to expedite progress so as to attain Completion of the Facilities within the Time for Completion under GCC Sub-Clause 8.2, any extension thereof entitled under GCC Sub-Clause 40.1, or any extended period as may otherwise be agreed upon between the Employer and the Contractor.

18.5   Procedures

The Contract shall be executed in accordance with the Contract Documents including the procedures given in the Forms and Procedures of the Employer’s Requirements.

The Contractor may execute the Contract in accordance with its own standard project execution plans and procedures to the extent that they do not conflict with the provisions contained in the Contract.

19.  Subcontracting

19.1   The Appendix to the Contract Agreement titled List of Major Items of Plant and Installation Services and List of Approved Subcontractors, specifies major items of supply or services and a list of approved Subcontractors against each item, including manufacturers.  Insofar as no Subcontractors are listed against any such item, the Contractor shall prepare a list of Subcontractors for such item for inclusion in such list.  The Contractor may from time to time propose any addition to or deletion from any such list.  The Contractor shall submit any such list or any modification thereto to the Employer for its approval in sufficient time so as not to impede the progress of work on the Facilities. Submission by the Contractor, for addition of any Subcontractor not named in the Contract, shall also include the Subcontractor’s declaration in accordance with Appendix D- Sexual exploitation and Abuse (SEA) and/or Sexual Harassment (SH) Performance Declaration. Approval by the Employer for any of the Subcontractors shall not relieve the Contractor from any of its obligations, duties or responsibilities under the Contract.

19.2   The Contractor shall select and employ its Subcontractors for such major items from those listed in the lists referred to in GCC Sub-Clause 19.1.

19.3   For items or parts of the Facilities not specified in the Appendix to the Contract Agreement titled List of Major Items of Plant and Installation Services and List of Approved Subcontractors, the Contractor may employ such Subcontractors as it may select, at its discretion.

19.4   Each sub-contract shall include provisions which would entitle the Employer to require the sub-contract to be assigned to the Employer under GCC 19.5 (if and when applicable), or in event of termination by the Employer under GCC 42.2.

19.5   If a Subcontractor's obligations extend beyond the expiry date of the relevant Defects Liability Period and the Project Manager, prior to that date, instructs the Contractor to assign the benefits of such obligations to the Employer, then the Contractor shall do so.

19.6 The Contractor shall ensure that its Subcontractors execute the Facilities in accordance with the Contract, including complying with the relevant ES requirements and the obligations set out in GCC Sub-Clause 22.4.

20.  Design and Engineering

20.1   Specifications and Drawings

20.1.1     The Contractor shall execute the basic and detailed design and the engineering work in compliance with the provisions of the Contract, or where not so specified, in accordance with good engineering practice.

The Contractor shall be responsible for any discrepancies, errors or omissions in the specifications, drawings and other technical documents that it has prepared, whether such specifications, drawings and other documents have been approved by the Project Manager or not, provided that such discrepancies, errors or omissions are not because of inaccurate information furnished in writing to the Contractor by or on behalf of the Employer.

20.1.2     The Contractor shall be entitled to disclaim responsibility for any design, data, drawing, specification or other document, or any modification thereof provided or designated by or on behalf of the Employer, by giving a notice of such disclaimer to the Project Manager.

20.2   Codes and Standards

Wherever references are made in the Contract to codes and standards in accordance with which the Contract shall be executed, the edition or the revised version of such codes and standards current at the date twenty-eight (28) days prior to date of Bid submission shall apply unless otherwise specified.  During Contract execution, any changes in such codes and standards shall be applied subject to approval by the Employer and shall be treated in accordance with GCC Clause 39.

20.3   Approval/Review of Technical Documents by Project Manager

20.3.1     The Contractor shall prepare or cause its Subcontractors to prepare, and furnish to the Project Manager the documents listed in the  Appendix to the Contract Agreement titled List of Documents for Approval or Review, for its approval or review as specified and in accordance with the requirements of GCC Sub-Clause 18.2 (Program of Performance).

Any part of the Facilities covered by or related to the documents to be approved by the Project Manager shall be executed only after the Project Manager’s approval thereof.

GCC Sub-Clauses 20.3.2 through 20.3.7 shall apply to those documents requiring the Project Manager’s approval, but not to those furnished to the Project Manager for its review only.

20.3.2     Within fourteen (14) days after receipt by the Project Manager of any document requiring the Project Manager’s approval in accordance with GCC Sub-Clause 20.3.1, the Project Manager shall either return one copy thereof to the Contractor with its approval endorsed thereon or shall notify the Contractor in writing of its disapproval thereof and the reasons therefor and the modifications that the Project Manager proposes.

If the Project Manager fails to take such action within the said fourteen (14) days, then the said document shall be deemed to have been approved by the Project Manager.

20.3.3     The Project Manager shall not disapprove any document, except on the grounds that the document does not comply with the Contract or that it is contrary to good engineering practice.

20.3.4     If the Project Manager disapproves the document, the Contractor shall modify the document and resubmit it for the Project Manager’s approval in accordance with GCC Sub-Clause 20.3.2. If the Project Manager approves the document subject to modification(s), the Contractor shall make the required modification(s), whereupon the document shall be deemed to have been approved.

20.3.5     If any dispute or difference occurs between the Employer and the Contractor in connection with or arising out of the disapproval by the Project Manager of any document and/or any modification(s) thereto that cannot be settled between the Parties within a reasonable period, then such dispute or difference may be referred to a Dispute Board for determination in accordance with GCC Sub-Clause 46.1 hereof.  If such dispute or difference is referred to a Dispute Board, the Project Manager shall give instructions as to whether and if so, how, performance of the Contract is to proceed.  The Contractor shall proceed with the Contract in accordance with the Project Manager’s instructions, provided that if the Dispute Board upholds the Contractor’s view on the dispute and if the Employer has not given notice under GCC Sub-Clause 46.3 hereof, then the Contractor shall be reimbursed by the Employer for any additional costs incurred by reason of such instructions and shall be relieved of such responsibility or liability in connection with the dispute and the execution of the instructions as the Dispute Board shall decide, and the Time for Completion shall be extended accordingly.

20.3.6     The Project Manager’s approval, with or without modification of the document furnished by the Contractor, shall not relieve the Contractor of any responsibility or liability imposed upon it by any provisions of the Contract except to the extent that any subsequent failure results from modifications required by the Project Manager.

20.3.7     The Contractor shall not depart from any approved document unless the Contractor has first submitted to the Project Manager an amended document and obtained the Project Manager’s approval thereof, pursuant to the provisions of this GCC Sub-Clause 20.3.

If the Project Manager requests any change in any already approved document and/or in any document based thereon, the provisions of GCC Clause 39 shall apply to such request.

21.  Procurement

21.1   Plant

Subject to GCC Sub-Clause 14.2, the Contractor shall procure and transport all Plant in an expeditious and orderly manner to the Site.

21.2   Employer-Supplied Plant

If the Appendix to the Contract Agreement titled Scope of Works and Supply by the Employer, provides that the Employer shall furnish any specific items to the Contractor, the following provisions shall apply:

21.2.1     The Employer shall, at its own risk and expense, transport each item to the place on or near the Site as agreed upon by the Parties and make such item available to the Contractor at the time specified in the program furnished by the Contractor, pursuant to GCC Sub-Clause 18.2, unless otherwise mutually agreed.

21.2.2     Upon receipt of such item, the Contractor shall inspect the same visually and notify the Project Manager of any detected shortage, defect or default.  The Employer shall immediately remedy any shortage, defect or default, or the Contractor shall, if practicable and possible, at the request of the Employer, remedy such shortage, defect or default at the Employer’s cost and expense.  After inspection, such item shall fall under the care, custody and control of the Contractor.  The provision of this GCC Sub-Clause 21.2.2 shall apply to any item supplied to remedy any such shortage or default or to substitute for any defective item, or shall apply to defective items that have been repaired.

21.2.3     The foregoing responsibilities of the Contractor and its obligations of care, custody and control shall not relieve the Employer of liability for any undetected shortage, defect or default, nor place the Contractor under any liability for any such shortage, defect or default whether under GCC Clause 27 or under any other provision of Contract.

21.3   Transportation

21.3.1     The Contractor shall at its own risk and expense transport all the materials and the Contractor’s Equipment to the Site by the mode of transport that the Contractor judges most suitable under all the circumstances.

21.3.2     Unless otherwise provided in the Contract, the Contractor shall be entitled to select any safe mode of transport operated by any person to carry the materials and the Contractor’s Equipment.

21.3.3     Upon dispatch of each shipment of materials and the Contractor’s Equipment, the Contractor shall notify the Employer by telex, cable, facsimile or electronic means, of the description of the materials and of the Contractor’s Equipment, the point and means of dispatch, and the estimated time and point of arrival in the country where the Site is located, if applicable, and at the Site.  The Contractor shall furnish the Employer with relevant shipping documents to be agreed upon between the Parties.

21.3.4     The Contractor shall be responsible for obtaining, if necessary, approvals from the authorities for transportation of the materials and the Contractor’s Equipment to the Site.  The Employer shall use its best endeavors in a timely and expeditious manner to assist the Contractor in obtaining such approvals, if requested by the Contractor.  The Contractor shall indemnify and hold harmless the Employer from and against any claim for damage to roads, bridges or any other traffic facilities that may be caused by the transport of the materials and the Contractor’s Equipment to the Site.

21.4   Customs Clearance

The Contractor shall, at its own expense, handle all imported materials and Contractor’s Equipment at the point(s) of import and shall handle any formalities for customs clearance, subject to the Employer’s obligations under GCC Sub-Clause 14.2, provided that if applicable laws or regulations require any application or act to be made by or in the name of the Employer, the Employer shall take all necessary steps to comply with such laws or regulations.  In the event of delays in customs clearance that are not the fault of the Contractor, the Contractor shall be entitled to an extension in the Time for Completion, pursuant to GCC Clause 40.

22.  Installation

22.1   Setting Out/Supervision

22.1.1     Bench Mark:  The Contractor shall be responsible for the true and proper setting-out of the Facilities in relation to bench marks, reference marks and lines provided to it in writing by or on behalf of the Employer.

           If, at any time during the progress of installation of the Facilities, any error shall appear in the position, level or alignment of the Facilities, the Contractor shall forthwith notify the Project Manager of such error and, at its own expense, immediately rectify such error to the reasonable satisfaction of the Project Manager.  If such error is based on incorrect data provided in writing by or on behalf of the Employer, the expense of rectifying the same shall be borne by the Employer.

22.1.2     Contractor’s Supervision:  The Contractor shall give or provide all necessary superintendence during the installation of the Facilities, and the Construction Manager or its deputy shall be constantly on the Site to provide full-time superintendence of the installation.  The Contractor shall provide and employ only technical personnel who are skilled and experienced in their respective callings and supervisory staff who are competent to adequately supervise the work at hand.

22.2   Labor:

22.2.1 Engagement of Staff and Labor

Except as otherwise stated in the  Employer’s Requirements, the Contractor shall make arrangements for the engagement of all staff and labor, local or otherwise, and for their payment, housing, feeding and transport.

The Contractor shall provide and employ on the Site in the installation of the Facilities such skilled, semi-skilled and unskilled labor as is necessary for the proper and timely execution of the Contract.  The Contractor is encouraged to use local labor that has the necessary skills.

The Contractor shall be responsible for obtaining all necessary permit(s) and/or visa(s) from the appropriate authorities for the entry of all labor and personnel to be employed on the Site into the country where the Site is located. The Employer will, if requested by the Contractor, use his best endeavors in a timely and expeditious manner to assist the Contractor in obtaining any local, state, national or government permission required for bringing in the Contractor’s   Personnel.

The Contractor shall at its own expense provide the means of repatriation to all of its Contractor’s Personnel employed for the excution of the Contract at the Site or other places where the Installation Services are carried out to the place where they were recruited or to their domicile.  It shall also provide suitable temporary maintenance of all such persons from the cessation of their employment on the Contract to the date programmed for their departure.  In the event that the Contractor defaults in providing such means of transportation and temporary maintenance, the Employer may provide the same to such personnel and recover the cost of doing so from the Contractor.

The Contractor shall provide Contractor’s Personnel employed for the execution of the Contract at the Site or other places where the Installation Services are carried out, relevant information and documentation that are clear and understandable regarding their terms and conditions of employment. The information and documentation shall set out their rights under relevant labor laws applicable to the Contractor’s Personnel (which will include any applicable collective agreements), including their rights related to hours of work, wages, overtime, compensation and benefits, as well as those arising from any requirements in the  Employer’s Requirements. The Contractor’s Personnel shall be informed when any material changes to their terms or conditions of employment occur.

22.2.2 Persons in the Service of Employer

The Contractor shall not recruit, or attempt to recruit, staff and labor from amongst the Employer’s Personnel.

22.2.3 Labor Laws

The Contractor shall comply with all the relevant labor laws applicable to the Contractor’s Personnel, including laws relating to their employment, health, safety, welfare, immigration and emigration, and shall allow them all their legal rights.

The Contractor shall at all times during the progress of the Contract use its best endeavors to prevent any unlawful, riotous or disorderly conduct or behavior by or amongst its employees and the labor of its Subcontractors.

The Contractor shall, in all dealings with its labor and the labor of its Subcontractors currently employed on or connected with the Contract, pay due regard to all recognized festivals, official holidays, religious or other customs and all local laws and regulations pertaining to the employment of labor.

22.2.4 Rates of Wages and Conditions of Labor

The Contractor shall pay rates of wages, and observe conditions of labor, which are not lower than those established for the trade or industry where the work is carried out. If no established rates or conditions are applicable, the Contractor shall pay rates of wages and observe conditions which are not lower than the general level of wages and conditions observed locally by employers whose trade or industry is similar to that of the Contractor.

The Contractor shall inform the Contractor’s Personnel about:

1. any deduction to their payment and the conditions of such deductions in accordance with the applicable laws or as stated in the Employer’s Requirements; and
2. their liability to pay personal income taxes in the Country in respect of such of their salaries, wages, allowances and any benefits as are subject to tax under the laws of the Country for the time being in force.

The Contractor shall perform such duties in regard to such deductions thereof as may be imposed on him by such laws.

Where required by applicable Laws or as stated in the Employer’s Requirements, the Contractor and its Subcontarctors shall provide their  personnel written notice of termination of employment and details of severance payments in a timely manner. The Contractor and its Subcontractors shall have paid their personnel (either directly or where appropriate for their benefit) all due wages and entitlements including, as applicable, social security benefits and pension contributions, on or before the end of their engagement/ employment.

22.2.5 Working Hours

    No work shall be carried out on the Site on locally recognized days of rest, or outside the normal working hours stated in the PCC, unless:

(a)     otherwise stated in the Contract,

(b)     the Project Manager gives consent, or

(c)     the work is unavoidable, or necessary for the protection of life or property or for the safety of the Facilities, in which case the Contractor shall immediately advise the Project Manager.

If and when the Contractor considers it necessary to carry out work at night or on public holidays so as to meet the Time for Completion and requests the Project Manager’s consent thereto, the Project Manager shall not unreasonably withhold such consent.

This Sub-Clause shall not apply to any work which is customarily carried out by rotary or double-shifts.

22.2.6 Facilities for Staff and Labor

Except as otherwise stated in the Employer’s Requirements, the Contractor shall provide and maintain all necessary accommodation and welfare facilities for the Contractor’s Personnel employed for the execution of the Contract at the Site or other places where the Installation Services are carried out. The Contractor shall also provide facilities for the Employer’s  Personnel as stated in the Employer’s Requirements.

If stated in the Employer’s Requirements, the Contractor shall give access to or provide services that accommodate the physical, social and cultural needs of the Contractor’s Personnel. The Contractor shall also provide similar facilities for the Employer’s Personnel as stated in the Employer’s Requirements.

The Contractor shall not permit any of the Contractor’s Personnel to maintain any temporary or permanent living quarters within the structures forming part of the Facilities.

22.2.7 Health and Safety

The Contractor shall at all times take all reasonable precautions to maintain the health and safety of the  Contractor’s Personnel employed for the execution of Installation Services at the Site (or other places in the country where the Site is located).

Subject to GCC Sub-Clause 9.9, the Contractor shall submit to the Project Manager for its approval a health and safety manual which sets out all the health and safety requirements under the Contract.

The health and safety manual shall be in addition to any other similar document required under applicable health and safety regulations and Laws.

The Contractor shall:

1. comply with all applicable health and safety regulations and laws;
2. comply with all applicable health and safety obligations specified in the Contract;
3. develop and implement procedures to establish and maintain a safe working environment without risk to health at all workplaces, machinery, equipment and processes under the control of the Contractor, including control measures for chemical, physical and biological substances and agents;
4. provide health and safety training of the Contractor’s Personnel as appropriate and maintain training records;
5. actively engage the Contractor’s Personnel in promoting understanding, and methods for, implementation of health and safety requirements, as well as in providing information to such personnel, and provision of personal protective equipment without expense to the personnel;
6. put in place workplace processes for the Contractor’s  Personnel to report work situations that they believe are not safe or healthy, and to remove themselves from a work situation which they have reasonable justification to believe presents an imminent and serious danger to their life or health; Contractor’s Personnel who remove themselves from such work situations shall not be required to return to work until necessary remedial action to correct the situation has been taken. Such personnel shall not be retaliated against or otherwise subject to reprisal or negative action for such reporting or removal;
7. in collaboration with local health authorities, ensure that medical staff, first aid facilities, sick bay and ambulance service are available at all times at the Site and at any accommodation for Contractor’s and Employer’s Personnel;
8. appoint an accident prevention officer at the Site, responsible for maintaining safety and protection against accidents. This person shall be qualified for this responsibility and shall have the authority to issue instructions and take protective measures to prevent accidents. Throughout the performance of the Contract, the Contractor shall provide whatever is required by this person to exercise this responsibility and authority;
9. put in place measures to avoid or minimize the potential for community exposure to water-borne, water-based, water-related, and vector-borne diseases;
10. put in place measures to be implemented to avoid or minimize the spread of communicable diseases (including transfer of Sexually Transmitted Diseases or Infections (STDs), such as HIV virus) and non-communicable diseases associated with the Installation Services, taking into consideration differentiated exposure to and higher sensitivity of vulnerable groups. This includes taking measures to avoid or minimize the transmission of communicable diseases that may be associated with the influx of temporary or permanent Contract-related labor;
11. have in place procedures for prevention, preparedness and response activities to be implemented in the case of an emergency event (i.e. an unanticipated incident, arising from both natural and man-made hazards, typically in the form of fire, explosions, leaks or spills, which may occur for a variety of different reasons including failure to implement operating procedures that are designed to prevent their occurrence, extreme weather or lack of early warning);
12. collaborate, as applicable,  with the Employer’s Personnel, any other contractors employed by the Employer, and/or personnel of any legally constituted public authorities and private utility companies that are employed in carrying out, on or near the site, of any work not included in the Contract, in applying the health and safety requirements. This is without prejudice to the responsibility of the relevant entities  for the health and safety of their  own  personnel; and  
13. put in place a system for regular review of health and safety performance and the working environment.

22.2.8 Funeral Arrangements

In the event of the death of any of the Contractor’s Personnel or accompanying members of their families, the Contractor shall be responsible for making the appropriate arrangements for their return or burial, unless otherwise specified in the PCC.

22.2.9 Records of Contractor’s Personnel

The Contractor shall keep accurate records of the Contractor’s Personnel, including the number of each class of Contractor’s personnel on the Site and the names, ages, genders, hours worked and wages paid to all workers. These records shall be summarized on a monthly basis in a form approved by the Project Manager and shall be available for inspection by the Project Manager until the Contractor has completed all work.

22.2.10 Supply of Foodstuffs

The Contractor shall arrange for the provision of a sufficient supply of suitable food as may be stated in the Employer’s Requirements at reasonable prices for the Contractor’s personnel for the purposes of or in connection with the Contract.

22.2.11 Supply of Water

The Contractor shall, having regard to local conditions, provide on the Site an adequate supply of drinking and other water for the use of the Contractor’s personnel.

22.2.12 Measures against Insect and Pest Nuisance

The Contractor shall at all times take the necessary precautions to protect the Contractor’s Personnel employed on the Site from insect and pest nuisance, and to reduce their danger to health. The Contractor shall comply with all the regulations of the local health authorities, including use of appropriate insecticide.

22.2.13 Alcoholic Liquor or Drugs

The Contractor shall not, otherwise than in accordance with the laws of the Country, import, sell, give barter or otherwise dispose of any alcoholic liquor or drugs, or permit or allow importation, sale, gift barter or disposal by Contractor's Personnel.

22.2.14 Arms and Ammunition

The Contractor shall not give, barter, or otherwise dispose of, to any person, any arms or ammunition of any kind, or allow Contractor's Personnel to do so.

22.2.15 Workers’ Organizations

In countries where the relevant labor laws recognize workers’ rights to form and to join workers’ organizations of their choosing and to bargain collectively without interference, the Contractor shall comply with such laws. In such circumstances, the role of legally established workers’ organizations and legitimate workers’ representatives will be respected, and they will be provided with information needed for meaningful negotiation in a timely manner. Where the relevant labor laws substantially restrict workers’ organizations, the Contractor shall enable alternative means for the Contractor’s Personnel to express their grievances and protect their rights regarding working conditions and terms of employment. The Contractor shall not seek to influence or control these alternative means. The Contractor shall not discriminate or retaliate against the Contractor’s Personnel who participate, or seek to participate, in such organizations and collective bargaining or alternative mechanisms. Workers’ organizations are expected to fairly represent the workers in the workforce.

22.2.16  Non-Discrimination and Equal Opportunity

The Contractor shall not make decisions relating to the employment or treatment of Contractor’s Personnel on the basis of personal characteristics unrelated to inherent job requirements. The Contractor shall base the employment of Contractor’s Personnel on the principle of equal opportunity and fair treatment, and shall not discriminate with respect to any aspects of the employment relationship, including recruitment and hiring, compensation (including wages and benefits), working conditions and terms of employment, access to training, job assignment, promotion, termination of employment or retirement, and disciplinary practices.

Special measures of protection or assistance to remedy past discrimination or selection for a particular job based on the inherent requirements of the job shall not be deemed discrimination. The Contractor shall provide protection and assistance as necessary to ensure non-discrimination and equal opportunity, including for specific groups such as women, people with disabilities, migrant workers and children (of working age in accordance with GCC Sub-Clause 9.13).

22.2.17  Contractor’s Personnel Grievance Mechanism

The Contractor shall have a grievance mechanism for the Contractor’s Personnel, and where relevant the workers’ organizations stated in subclause 22.2.15, to raise workplace concerns. The grievance mechanism shall be proportionate to the nature, scale, risks and impacts of the Contract. The mechanism shall address concerns promptly, using an understandable and transparent process that provides timely feedback to those concerned in a language they understand, without any retribution, and shall operate in an independent and objective manner.

The Contractor’s Personnel shall be informed of the grievance mechanism at the time of engagement for the Contract, and the measures put in place to protect them against any reprisal for its use. Measures will be put in place to make the grievance mechanism easily accessible to all Contractor’s Personnel.

The grievance mechanism shall not impede access to other judicial or administrative remedies that might be available, or substitute for grievance mechanisms provided through collective agreements.

The grievance mechanism may utilize existing grievance mechanisms, providing that they are properly designed and implemented, address concerns promptly, and are readily accessible to such project workers. Existing grievance mechanisms may be supplemented as needed with Contract-specific arrangements.

22.3   Contractor’s Equipment

22.3.1 All Contractor’s Equipment brought by the Contractor onto the Site shall be deemed to be intended to be used exclusively for the execution of the Contract.  The Contractor shall not remove the same from the Site without the Project Manager’s consent that such Contractor’s Equipment is no longer required for the execution of the Contract.

22.3.2 Unless otherwise specified in the Contract, upon completion of the Facilities, the Contractor shall remove from the Site all Equipment brought by the Contractor onto the Site and any surplus materials remaining thereon.

22.3.3 The Employer will, if requested, use its best endeavors to assist the Contractor in obtaining any local, state or national government permission required by the Contractor for the export of the Contractor’s Equipment imported by the Contractor for use in the execution of the Contract that is no longer required for the execution of the Contract.

22.4   Site Regulations

The Employer and the Contractor shall establish Site regulations setting out the rules to be observed in the execution of the Contract at the Site and shall comply therewith.  The Contractor shall prepare and submit to the Project Manager with a copy to the Employer, proposed Site regulations for the Project Manager’s approval, which approval shall not be unreasonably withheld.

Such Site regulations shall include, but shall not be limited to, Code of Conduct for environmental and social aspectssubmitted as part of the Bid and agreed to by the Employer, , security arrangements in accordance with GCC Sub-Clause 22.8, safety of the Facilities, gate control, sanitation, medical care, and fire prevention.

The Contractor shall take all necessary measures to ensure that each Contractor’s Personnel, employed for the execution of the Contract at the Site or other places where the Installation Services are carried out, is made aware of the Code of Conduct including specific behaviors that are prohibited, and understands the consequences of engaging in such prohibited behaviors. 

These measures include providing instructions and documentation that can be understood by the Contractor’s Personnel and seeking to obtain that person’s signature acknowledging receipt of such instructions and/or documentation, as appropriate.

The Contractor shall also ensure that the Code of Conduct is visibly displayed in multiple locations on the Site and any other place where the Installation Services  will be carried out, as well as in areas outside the Site accessible to the local community and project affected people. The posted Code of Conduct shall be provided in languages comprehensible to Contractor’s Personnel, Employer’s Personnel and the local community.

The Contractor’s Management Strategy and Implementation Plans shall include appropriate processes for the Contractor to verify compliance with these obligations.

22.5   Opportunities for Other Contractors

22.5.1 The Contractor shall, upon written request from the Employer or the Project Manager, give all reasonable opportunities for carrying out the work to any other contractors employed by the Employer on or near the Site.

22.5.2 If the Contractor, upon written request from the Employer or the Project Manager, makes available to other contractors any roads or ways the maintenance for which the Contractor is responsible, permits the use by such other contractors of the Contractor’s Equipment, or provides any other service of whatsoever nature for such other contractors, the Employer shall fully compensate the Contractor for any loss or damage caused or occasioned by such other contractors in respect of any such use or service, and shall pay to the Contractor reasonable remuneration for the use of such equipment or the provision of such services.

22.5.3 The Contractor shall also so arrange to perform its work as to minimize, to the extent possible, interference with the work of other contractors.  The Project Manager shall determine the resolution of any difference or conflict that may arise between the Contractor and other contractors and the workers of the Employer in regard to their work.

22.5.4 The Contractor shall notify the Project Manager promptly of any defects in the other contractors’ work that come to its notice, and that could affect the Contractor’s work.  The Project Manager shall determine the corrective measures, if any, required to rectify the situation after inspection of the Facilities.  Decisions made by the Project Manager shall be binding on the Contractor.

22.6   Emergency Work

If, by reason of an emergency arising in connection with and during the execution of the Contract, any protective or remedial work is necessary as a matter of urgency to prevent damage to the Facilities, the Contractor shall immediately carry out such work.

If the Contractor is unable or unwilling to do such work immediately, the Employer may do or cause such work to be done as the Employer may determine is necessary in order to prevent damage to the Facilities.  In such event the Employer shall, as soon as practicable after the occurrence of any such emergency, notify the Contractor in writing of such emergency, the work done and the reasons therefor. If the work done or caused to be done by the Employer is work that the Contractor was liable to do at its own expense under the Contract, the reasonable costs incurred by the Employer in connection therewith shall be paid by the Contractor to the Employer.  Otherwise, the cost of such remedial work shall be borne by the Employer.

22.7   Site Clearance

22.7.1 Site Clearance in Course of Performance:  In the course of carrying out the Contract, the Contractor shall keep the Site reasonably free from all unnecessary obstruction, store or remove any surplus materials, clear away any wreckage, rubbish or temporary works from the Site, and remove any Contractor’s Equipment no longer required for execution of the Contract.

22.7.2 Clearance of Site after Completion:  After Completion of all parts of the Facilities, the Contractor shall clear away and remove all wreckage, rubbish and debris of any kind from the Site, and shall leave the Site and Facilities in a clean and safe condition.

22.8    Security of the Site

The Contractor shall be responsible for the security of the Site including providing and maintaining at its own expense all lighting, fencing, and watching when and where necessary for the proper execution and the protection of the Facilities, or for the safety of the owners and occupiers of adjacent property and for the safety of the public.

If required in the Employer’s Requirements, the Contractor shall submit for the Project Manager’s No-objection a security management plan that sets the security arrangements for the Site.

In making security arrangements, the Contractor shall be guided by applicable laws and any other requirements stated in the Employer’s Requirements.

The Contractor shall (i) conduct appropriate background checks on any personnel retained to provide security; (ii) train the security personnel adequately (or determine that they are properly trained) in the use of force (and where applicable, firearms), and appropriate conduct towards Contractor’s Personnel, Employer’s personnel and affected communities; and (iii) require the security personnel to act within the applicable Laws and any requirements set out in the Employer’s Reqquirements.

The Contractor shall not permit any use of force by security personnel in providing security except when used for preventive and defensive purposes in proportion to the nature and extent of the threat.

22.9 Protection of the Environment

The Contractor shall take all necessary measures to:

1. 1. 1. protect the environment (both on and off the Site); and
      2. limit damage and nuisance to people and property resulting from pollution, noise and other results of the Contractor’s operations and/ or activities.

The Contractor shall ensure that emissions, surface discharges, effluent and any other pollutants from the Contractor’s activities shall exceed neither the values indicated in the Employer’s Requirements, nor those prescribed by applicable laws.

In the event of damage to the environment, property and/or nuisance to people, on or off Site as a result of the Contractor’s operations, the Contractor shall agree with the Project Manager the appropriate actions and time scale to remedy, as practicable, the damaged environment to its former condition. The Contractor shall implement such remedies at its cost to the satisfaction of the Project Manager.

22.10  Traffic and Road Safety

The Contractor shall take all necessary safety measures to avoid the occurrence of incidents and injuries to any third party associated with the use of Contractor’s Equipment on public roads or other public infrastructure.

The Contractor shall monitor and use road safety incidents and accidents reports to identify negative safety issues, and establish and implement necessary measures to resolve them.

22.11 Cultural Heritage Findings

All fossils, coins, articles of value or antiquity, structures, groups of structures, and other remains or items of geological, archaeological, paleontological, historical, architectural, religious interest found on the Site shall be placed under the care and custody of the Employer.

The Contractor shall:

1. take all reasonable precautions, including fencing-off the area or site of the finding, to avoid further disturbance and prevent Contractor’s Personnel or other persons from removing or damaging any of these findings;
2. as soon as practicable after discovery of any such finding, give a notice to the Project Manager, to give the Project Manager the opportunity to promptly inspect and/or investigate the finding before it is disturbed and to issue instructions for dealing with it;
3. train relevant Contractor’s Personnel on the procedures for handling such findings; and
4. implement any other action consistent with the requirements of the Employer’s Requirements and relevant laws.

If the Contractor suffers delay and/or incurs extra costs from complying  with the Project Manager instructions,  the Contractor shall be entitled to an extension of time under GCC Sub-Clause 40.1, and the amount of such extra costs shall be added to the Contract Price.

23.  Test and Inspection

23.1   The Contractor shall at its own expense carry out at the place of manufacture and/or on the Site all such tests and/or inspections of the Plant and any part of the Facilities as are specified in the Contract.

23.2   The Employer and the Project Manager or their designated representatives shall be entitled to attend the aforesaid test and/or inspection, provided that the Employer shall bear all costs and expenses incurred in connection with such attendance including, but not limited to, all traveling and board and lodging expenses.

23.3   Whenever the Contractor is ready to carry out any such test and/or inspection, the Contractor shall give a reasonable advance notice of such test and/or inspection and of the place and time thereof to the Project Manager.  The Contractor shall obtain from any relevant third Party or manufacturer any necessary permission or consent to enable the Employer and the Project Manager or their designated representatives to attend the test and/or inspection.

23.4   The Contractor shall provide the Project Manager with a certified report of the results of any such test and/or inspection.

If the Employer or Project Manager or their designated representatives fails to attend the test and/or inspection, or if it is agreed between the Parties that such persons shall not do so, then the Contractor may proceed with the test and/or inspection in the absence of such persons, and may provide the Project Manager with a certified report of the results thereof.

23.5   The Project Manager may require the Contractor to carry out any test and/or inspection not required by the Contract, provided that the Contractor’s reasonable costs and expenses incurred in the carrying out of such test and/or inspection shall be added to the Contract Price.  Further, if such test and/or inspection impede the progress of work on the Facilities and/or the Contractor’s performance of its other obligations under the Contract, due allowance will be made in respect of the Time for Completion and the other obligations so affected.

23.6   If any Plant or any part of the Facilities fails to pass any test and/or inspection, the Contractor shall either rectify or replace such Plant or part of the Facilities and shall repeat the test and/or inspection upon giving a notice under GCC Sub-Clause 23.3.

23.7   If any dispute or difference of opinion shall arise between the Parties in connection with or arising out of the test and/or inspection of the Plant or part of the Facilities that cannot be settled between the Parties within a reasonable period of time, it may be referred to an Dispute Board for determination in accordance with GCC Sub-Clause 46.3.

23.8   The Contractor shall afford the Employer and the Project Manager, at the Employer’s expense, access at any reasonable time to any place where the Plant are being manufactured or the Facilities are being installed, in order to inspect the progress and the manner of manufacture or installation, provided that the Project Manager shall give the Contractor a reasonable prior notice. Without prejudice to GCC Sub-Clause 9.7, as instructed by the Project Manager, the Contractor shall also afford other relevant entities (at the Employer’s or their respective entities’ expense, as appropriate) access to the Facilities, to inspect progress and the manner of the execution of the Facilities, carry out environmental and social audit, as appropriate, or carry out any other duty as stated in the Employer’s Requirements or as instructed by the Project Manager.

23.9   The Contractor agrees that neither the execution of a test and/or inspection of Plant or any part of the Facilities, nor the attendance by the Employer or the Project Manager, nor the issue of any test certificate pursuant to GCC Sub-Clause 23.4, shall release the Contractor from any other responsibilities under the Contract.

23.10 No part of the Facilities or foundations shall be covered up on the Site without the Contractor carrying out any test and/or inspection required under the Contract.  The Contractor shall give a reasonable notice to the Project Manager whenever any such parts of the Facilities or foundations are ready or about to be ready for test and/or inspection; such test and/or inspection and notice thereof shall be subject to the requirements of the Contract.

23.11 The Contractor shall uncover any part of the Facilities or foundations, or shall make openings in or through the same as the Project Manager may from time to time require at the Site, and shall reinstate and make good such part or parts.

If any parts of the Facilities or foundations have been covered up at the Site after compliance with the requirement of GCC Sub-Clause 23.10 and are found to be executed in accordance with the Contract, the expenses of uncovering, making openings in or through, reinstating, and making good the same shall be borne by the Employer, and the Time for Completion shall be reasonably adjusted to the extent that the Contractor has thereby been delayed or impeded in the performance of any of its obligations under the Contract.

24.  Completion of the Facilities

24.1   As soon as the Facilities or any part thereof has, in the opinion of the Contractor, been completed operationally and structurally and put in a tight and clean condition as specified in the Employer’s Requirements, excluding minor items not materially affecting the operation or safety of the Facilities, the Contractor shall so notify the Employer in writing.

24.2   Within seven (7) days after receipt of the notice from the Contractor under GCC Sub-Clause 24.1, the Employer shall supply the operating and maintenance personnel specified in the Appendix to the Contract Agreement titled Scope of Works and Supply by the Employer for Precommissioning of the Facilities or any part thereof.

Pursuant to the Appendix to the Contract Agreement titled Scope of Works and Supply by the Employer, the Employer shall also provide, within the said seven (7) day period, the raw materials, utilities, lubricants, chemicals, catalysts, facilities, services and other matters required for Precommissioning of the Facilities or any part thereof.

24.3   As soon as reasonably practicable after the operating and maintenance personnel have been supplied by the Employer and the raw materials, utilities, lubricants, chemicals, catalysts, facilities, services and other matters have been provided by the Employer in accordance with GCC Sub-Clause 24.2, the Contractor shall commence Precommissioning of the Facilities or the relevant part thereof in preparation for Commissioning, subject to GCC Sub-Clause 25.5.

24.4   As soon as all works in respect of Precommissioning are completed and, in the opinion of the Contractor, the Facilities or any part thereof is ready for Commissioning, the Contractor shall so notify the Project Manager in writing.

24.5   The Project Manager shall, within fourteen (14) days after receipt of the Contractor’s notice under GCC Sub-Clause 24.4, either issue a Completion Certificate in the form specified in the Employer’s Requirements (Forms and Procedures), stating that the Facilities or that part thereof have reached Completion as of the date of the Contractor’s notice under GCC Sub-Clause 24.4, or notify the Contractor in writing of any defects and/or deficiencies.

If the Project Manager notifies the Contractor of any defects and/or deficiencies, the Contractor shall then correct such defects and/or deficiencies, and shall repeat the procedure described in GCC Sub-Clause 24.4.

If the Project Manager is satisfied that the Facilities or that part thereof have reached Completion, the Project Manager shall, within seven (7) days after receipt of the Contractor’s repeated notice, issue a Completion Certificate stating that the Facilities or that part thereof have reached Completion as of the date of the Contractor’s repeated notice.

If the Project Manager is not so satisfied, then it shall notify the Contractor in writing of any defects and/or deficiencies within seven (7) days after receipt of the Contractor’s repeated notice, and the above procedure shall be repeated.

24.6   If the Project Manager fails to issue the Completion Certificate and fails to inform the Contractor of any defects and/or deficiencies within fourteen (14) days after receipt of the Contractor’s notice under GCC Sub-Clause 24.4 or within seven (7) days after receipt of the Contractor’s repeated notice under GCC Sub-Clause 24.5, or if the Employer makes use of the Facilities or part thereof, then the Facilities or that part thereof shall be deemed to have reached Completion as of the date of the Contractor’s notice or repeated notice, or as of the Employer’s use of the Facilities, as the case may be.

24.7   As soon as possible after Completion, the Contractor shall complete all outstanding minor items so that the Facilities are fully in accordance with the requirements of the Contract, failing which the Employer will undertake such completion and deduct the costs thereof from any monies owing to the Contractor.

24.8   Upon Completion, the Employer shall be responsible for the care and custody of the Facilities or the relevant part thereof, together with the risk of loss or damage thereto, and shall thereafter take over the Facilities or the relevant part thereof.

25.   Commissioning and Operational Acceptance

25.1   Commissioning

25.1.1 Commissioning of the Facilities or any part thereof shall be commenced by the Contractor immediately after issue of the Completion Certificate by the Project Manager, pursuant to GCC Sub-Clause 24.5, or immediately after the date of the deemed Completion, under GCC Sub-Clause 24.6.

25.1.2 The Employer shall supply the operating and maintenance personnel and all raw materials, utilities, lubricants, chemicals, catalysts, facilities, services and other matters required for Commissioning.

25.1.3 In accordance with the requirements of the Contract, the Contractor’s and Project Manager’s advisory personnel shall attend the Commissioning, including the Guarantee Test, and shall advise and assist the Employer.

25.2   Guarantee Test

25.2.1 Subject to GCC Sub-Clause 25.5, the Guarantee Test and repeats thereof shall be conducted by the Contractor during Commissioning of the Facilities or the relevant part thereof to ascertain whether the Facilities or the relevant part can attain the Functional Guarantees specified in the Appendix to the Contract Agreement titled Functional Guarantees.  The Employer shall promptly provide the Contractor with such information as the Contractor may reasonably require in relation to the conduct and results of the Guarantee Test and any repeats thereof.

25.2.2 If for reasons not attributable to the Contractor, the Guarantee Test of the Facilities or the relevant part thereof cannot be successfully completed within the period from the date of Completion specified in the PCC or any other period agreed upon by the Employer and the Contractor, the Contractor shall be deemed to have fulfilled its obligations with respect to the Functional Guarantees, and GCC Sub-Clauses 28.2 and 28.3 shall not apply.

25.3   Operational Acceptance

25.3.1 Subject to GCC Sub-Clause 25.4 below, Operational Acceptance shall occur in respect of the Facilities or any part thereof when

(a)     the Guarantee Test has been successfully completed and the Functional Guarantees are met; or

(b)     the Guarantee Test has not been successfully completed or has not been carried out for reasons not attributable to the Contractor within the period from the date of Completion specified in the PCC pursuant to GCC Sub-Clause 25.2.2 above or any other period agreed upon by the Employer and the Contractor; or

(c)     the Contractor has paid the liquidated damages specified in GCC Sub-Clause 28.3 hereof; and

(d)     any minor items mentioned in GCC Sub-Clause 24.7 hereof relevant to the Facilities or that part thereof have been completed.

25.3.2 At any time after any of the events set out in GCC Sub-Clause 25.3.1 have occurred, the Contractor may give a notice to the Project Manager requesting the issue of an Operational Acceptance Certificate in the form provided in the Employer’s Requirements (Forms and Procedures) in respect of the Facilities or the part thereof specified in such notice as of the date of such notice.

25.3.3 The Project Manager shall, after consultation with the Employer, and within seven (7) days after receipt of the Contractor’s notice, issue an Operational Acceptance Certificate.

25.3.4 If within seven (7) days after receipt of the Contractor’s notice, the Project Manager fails to issue the Operational Acceptance Certificate or fails to inform the Contractor in writing of the justifiable reasons why the Project Manager has not issued the Operational Acceptance Certificate, the Facilities or the relevant part thereof shall be deemed to have been accepted as of the date of the Contractor’s said notice.

25.4   Partial Acceptance

25.4.1 If the Contract specifies that Completion and Commissioning shall be carried out in respect of parts of the Facilities, the provisions relating to Completion and Commissioning including the Guarantee Test shall apply to each such part of the Facilities individually, and the Operational Acceptance Certificate shall be issued accordingly for each such part of the Facilities.

25.4.2 If a part of the Facilities comprises facilities such as buildings, for which no Commissioning or Guarantee Test is required, then the Project Manager shall issue the Operational Acceptance Certificate for such facility when it attains Completion, provided that the Contractor shall thereafter complete any outstanding minor items that are listed in the Operational Acceptance Certificate.

25.5 Delayed Precommissioning and/or Guarantee Test

25.5.1 In the event that the Contractor is unable to proceed with the Precommissioning of the Facilities pursuant to Sub-Clause 24.3, or with the Guarantee Test pursuant to Sub-Clause 25.2, for reasons attributable to the Employer either on account of non availability of other facilities under the responsibilities of other contractor(s), or for reasons beyond the Contractor’s control, the provisions leading to “deemed” completion of activities such as Completion, pursuant to GCC Sub-Clause 24.6, and Operational Acceptance, pursuant to GCC Sub-Clause 25.3.4, and Contractor’s obligations regarding Defect Liability Period, pursuant to GCC Sub-Clause 27.2, Functional Guarantee, pursuant to GCC Clause 28, and Care of Facilities, pursuant to GCC Clause 32, and GCC Clause 41.1, Suspension, shall not apply.  In this case, the following provisions shall apply.

25.5.2 When the Contractor is notified by the Project Manager that he will be unable to proceed with the activities and obligations pursuant to above Sub-Clause 25.5.1, the Contractor shall be entitled to the following:

(a)     the Time of Completion shall be extended for the period of suspension without imposition of liquidated damages pursuant to GCC Sub-Clause 26.2;

(b)     payments due to the Contractor in accordance with the provision specified in the  Appendix to the Contract Agreement titled Terms and Procedures of Payment, which would not have been payable in normal circumstances due to non-completion of the subject activities, shall be released to the Contractor against submission of a security in the form of a bank guarantee of equivalent amount acceptable to the Employer, and which shall become null and void when the Contractor will have complied with its obligations regarding those payments, subject to the provision of Sub-Clause 25.5.3 below;

(c)     the expenses towards the above security and extension of other securities under the contract, of which validity needs to be extended, shall be reimbursed to the Contractor by the Employer;

(d)     the additional charges towards the care of the Facilities pursuant to GCC Sub-Clause 32.1 shall be reimbursed to the Contractor by the Employer for the period between the notification mentioned above and the notification mentioned in Sub-Clause 25.5.4 below.  The provision of GCC Sub-Clause 33.2 shall apply to the Facilities during the same period.

25.5.3 In the event that the period of suspension under above Sub-Clause 25.5.1 actually exceeds one hundred eighty (180) days, the Employer and Contractor shall mutually agree to any additional compensation payable to the Contractor.

25.5.4 When the Contractor is notified by the Project Manager that the Plant is ready for Precommissioning, the Contractor shall proceed without delay in performing Precommissioning in accordance with Clause 24.