RFP - Implementation of High Speed Point-To-Point Clear ...€¦ · Web viewAfrican Development...

African Development Bank Temporary Relocation Agency

Corporate Procurement DivisionFax Number: + (216) 71 835 249

REQUEST FOR PROPOSAL FOR IMPLEMENTATION OF HIGH SPEED POINT-TO-POINT CLEAR CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 33 LOCATIONS IN AFRICA AND JAPAN

ADB/ICB/CGSP/2013/0158

Letter of Invitation

Dear Sir/ Madam,

The African Development Bank (hereinafter referred to as “AfDB “or the “Bank”) requests your Proposal for Implementation of a High Speed Point-to-Point Clear Channel and MPLS Backbone connectivity for The African Development Bank’s 33 Office Locations in Africa and Japan as specified in this Request for Proposal (RFP), Annex I of this RFP.

1. This RFP includes the following letter of invitation together with its annexes and the appendices to these annexes:

Annex 1 : RFP Data SheetAnnex 2 : Terms of Reference & technical specificationsAnnex 3 : Contents of the Proposal to be submitted

+ Appendix A, B, C, D F, and Appendix G Checklist of required documents/ information

Annex 4 : Evaluation CriteriaAnnex 5 : List, addresses and physical locations for sites.Annex 6 : List of the Member Countries of the BankAnnex 7 : Contractors Performance evaluation FormAnnex 8 : Form of ContractAnnex 9 : Service Level AgreementAnnex 10 : General Terms and conditions

2. Only those bidders that are nationals of member countries of the Bank and whose items and services that are provided originate from the member countries of the Bank are eligible to submit a bid in accordance with the RFP. The list of member countries is given as in Annex 6.

3. Your proposal must be received on or before the date and time specified in the RFP data sheet by mail, courier or hand-delivery at the addresses given below:

Postal Address: African Development Bank,Corporate Procurement Division (CGSP.2)ADB Temporary Relocation Agency (Tunis) Angle des trois rues: Avenue du Ghana, Rue Pierre de Coubertin, Rue Hedi Nouira 75BP: 3231002 - Tunis Belvédère

1

Tunisia

Delivery Address: Annex 5

4. Proposals should be enclosed in a sealed envelope (with both the technical and the financial proposal in separate sealed envelopes) and addressed to the Bank at the address given below.

Each bidder will submit their proposal in one original and four copies: the original proposal must carry the mention “original” and each of the four copies the mention “copy”. The technical proposal (one original + 4 copy) and the financial proposal (one original + 4 copy) will each be placed in two separate sealed envelopes (the “internal envelopes”).

The following should appear on each internal envelope:

a) The purpose of the present bidb) “Technical Proposal” or “Financial Proposal” as the case may be.c) The name and address of the bidder.

The two internal envelopes should be placed together in a large single sealed envelope called “external envelope”, which must be anonymous and, carry only the label specified in the RFP data sheet which should be photocopied and placed on the external envelope. Please ensure that you fill out and include the Proposal checklist in the external envelope.( Refer to Annex 3 Appendix F)

5. It is the sole responsibility of the bidders to ensure that the sealed envelope containing the proposal reaches the above address before the time and date indicated in paragraph 4 above. When delivered by hand, the proposals must be delivered at the above address during the Bank’s working hours from 0800 hrs to 1200 hrs and from 1400 hrs to 1800 hrs, Monday through Friday except for holidays observed by the African Development Bank. Delivery to any other office of the African Development Bank will be at the risk of the bidder and will not constitute timely delivery. Proposals received after the above-mentioned closing time or deadline shall be rejected. If the deadline for submission happens to be a holiday, the proposals will be opened at the same time on the next working day. The Bank may extend the deadline for submission of proposals at any time without incurring any liability to the bidders. Opening of the technical bids will occur at the date and time specified in the RFP data sheet.

6. A prospective bidder requiring any clarification in relation with the bidding documents may notify the Bank in writing to the Bank’s mailing address indicated in these documents. All requests for clarifications must be received by telefax (at the fax number +216-71 835 249) or by electronic mail: [email protected], no later than the date stated in RFP Data Sheet. If a Bidder feels that any important provision in the documents will be unacceptable, such an issue should be raised at this stage. The Bank will respond within a week in writing to all prospective requests for clarification or modification of the bidding documents that it receives before the date stated in RFP Data Sheet. Written copies of the Bank’s response to questions raised by telefax or electronic mail (including an explanation of the query but with no indication of its source) will be sent to all prospective bidders that have received the bidding documents.

7. At any time before the submission of proposals, the Bank may, for any reason, whether at its own initiative or in response to a clarification requested by the Bidder, amend the RFP. The amendment shall be sent in writing by telefax or email to all invited firms and will be binding on them. The Bank may at its sole discretion extend the deadline for the submission of proposals.

8. Proposals must be submitted in the English or French language in One Original + Four Copies (any attachments or appendices and annexes thereto must also be submitted in One Original +

2

mailto:[email protected]

Four Copies). The Technical Proposal must include information in sufficient detail to allow the Bank to consider whether your company has the necessary capability, experience, knowledge, expertise, and the required capacity to perform satisfactorily the services specified along with any other information that may be requested by Annex 3 of this RFP and a checklist required as per Appendix F.

9. It is mandatory for the bidders to submit the Financial Proposal by using the bid submission form, attached as Appendix B of this RFP, including a description of the proposed items and services. Any deviation from the requested requirements (see TOR on Annex 2) shall be highlighted and explained. Please note that the Bank will only consider those deviations that have an effect of improving the items and services requested.

10. The evaluation method of the proposal is described in detail in Annex 4. For this procurement, evaluation will be based on combined technical and financial proposals. Only bidders, whose technical proposal meet or exceed the minimum qualification points, will be considered for financial evaluation.

11. By submitting the proposal, the bidders confirm that they have taken into account all the documents of this RFP including the addenda (if any), all the annexes and as the case may be, the appendices to annexes. The Bank is not bound by any other terms and conditions unless agreed in writing by the Bank.

12. The prices quoted shall be net free and clear of all applicable taxes including withholding tax duties, fees, levies or indirect taxes including customs duties. Prices must be expressed in Euros/dollars. Surcharges imposed by, or pursuant to the laws, statutes or regulations of any governmental agency or authority as the Bank, its property, other assets, income and its operations and transactions are exempt from any obligation relating to the payment, withholding, or collection of any tax or duty, by virtue of article 57 of the Agreement establishing the Bank.

13. By submitting their bids, each bidder also warrants that they are legally authorized to provide the items and perform the services and that they are not in default with the tax and social security obligations in their country. The Bank may, at its sole discretion, ask any bidder to provide documentary evidence establishing the same.

14. Proposals should remain valid for a period of not less than ninety (90) days after the deadline date specified for submission.

15. The Bank will award the contract to the bidder whose technical proposal has been determined to be substantially responsive and who has offered the lowest financial proposal in accordance with the evaluation criteria given in Annex 4. Responsiveness will be judged by conformance to all the terms, conditions and specifications of the RFP.

16. The Contract shall be governed by the Terms of References attached in Annex 2 of this RFP and, the draft contract (Annex 8). Any such contract will require compliance with all factual statements and representations made in the proposal.

17. Unless otherwise specified in this RFP, the rates quoted should be fixed for the duration of the contract and should not be subject to adjustment on any account.

18. Notwithstanding the above, the Bank reserves the right to amend the content of this RFP and to accept or reject any or all proposals and to cancel the bidding process at any time prior to the award of the contract without incurring any liability to any bidder.

19. Please note that it is the policy of the Bank that bidders, observe the highest standard of ethics during the procurement process and execution of such contracts. In pursuance of this policy, the Bank will reject a bid if it determines that the Bidder has engaged in corrupt or fraudulent practices in competing for the contract in question.

20. The Bank encourages sustainable procurement, a healthy work environment and social responsibility, therefore the Offerors are equally motivated to observe and support the initiative

3

by indicating on their response how they are intending to be environmentally and socially responsible. Environmental issues will be factored in the evaluation.

21. We look forward to receiving your proposal and thank you for your interest in the African Development Bank.

_____________________________

Division Manager, Corporate Procurement Division (CGSP. 2)

4

Annex 1African Development Bank

Temporary Relocation Agency


RFP DATA SHEET

The numbering below refer to the appropriate numbering of the RFP

1. The Items and services to be delivered are listed in the Price Schedule (Appendix D) and clearly described in the TOR (Annex 2)

3 The deadline for submission of proposals is 19th December 2013 at 15.00 hours Tunis Time.

The text to be photocopied and placed on the external envelope is the following:

Corporate Procurement Division, CGSP.2EPI Block B BuildingOffice 2A2African Development BankADB Temporary Relocation Agency (Tunis) Angle des trois rues: Avenue du Ghana, Rue Pierre de Coubertin, Rue Hedi Nouira BP : 3231002-Tunis Belvédère TunisiaRFP – DO NOT OPEN UNTIL ON BID OPENING DAY Reference: REQUEST FOR PROPSAL FOR IMPLEMENTATION OF HIGH SPEED POINT-TO-POINT CLEARE CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 34 LOCATIONS IN AFRICA AND JAPAN ADB/ICB/CGSP/2013/0158Closing Date and Time: 19th December 2013 at 15.00 hours Tunis Time

5. The opening of the technical bids will occur 19th December 2013 at 15.30 hours Tunis Time in the Banks’s premises according to addresses indicated above.

6 All requests for clarifications must be received by telefax or by electronic mail one week before the deadline for submission.

5

ANNEX 2

TERMS OF REFERENCE (TOR)

IMPLEMENTATION OF HIGH SPEEDPOINT-TO-POINT CLEARE CHANNEL LINK, MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 34 LOCATIONS IN AFRICA AND JAPAN

ADB/ICB/CGSP/2013/0158

1. Introduction

In the framework of its mission, the Bank requires extensive communication not only worldwide but also in the Bank’s Group network including its head quarter, 2 regional resource centers and 31 Field Offices, located in African countries and Japan.

The Bank currently operates a broadband integrated telecommunications Wide Area Network (WAN), as part of its IT and Telecommunications infrastructure which contribute to the enhancement of the communication among the staff within the Bank, between the Bank and its member countries, partners, and sister institutions. The Bank’s WAN includes three components optimally integrated and simultaneously implemented.

The first component which is a satellite based solution is an end to end Internet Protocol over VSAT network (IPoS) connecting currently 33 Field Offices (FO) to a satellite Teleport located in Fuchsstadt, Germany USA. This component is a fully managed platform through standard C-Band Intelsat Satellite IS 901. The second component which is a terrestrial solution is a fiber optic STM-1 backhaul connecting TRA to the same satellite Teleport located in Fuchsstadt through an IP Gateway located in Frankfurt, Germany. The third component of the Bank’s one infrastructure is the MPLS backbone connecting the TRA, the head quarter and 2 regional resource centers. The resulting overall network architecture design of BITS is a VSAT Star Topology combined with fiber optic backhaul link.

2. Purpose of the current Request For Proposal (RFP)

2.1 The objective of this document is to attract proposal from potential bidders for Implementation of a 100Mbps fiber Clear Channel Point_to_Point link between Abidjan, Ivory Coast and Pretoria, South Africa and MPLS Backbone Connectivity Services covering its Headquarters in Abidjan, Ivory Coast and its Regional Resource Centers (RRC) and Field Offices, all of which are located in Africa and one regional representation located in Japan.

2.2 The proposal for providing the services mentioned in item 2.1 shall cover a minimum period of 36 months with a possibility for extension for an additional period of one year twice.

2.3 The proposal for services mentioned in item 2.1 is for high quality voice, high definition videoconferencing, transactional applications, bulk data traffic and internet browsing for the use of the Bank.

6

2.4 The technical proposal includes two (2) different lots. The Lot 1 of the RFP is MPLS Connectivity Backbone Services covering its Temporary Relocation Agency (TRA) in Tunis, its Headquarters in Abidjan, Ivory Coast, its RRCs and FO, all of which are located in Africa and one regional representation located in Japan. The Lot 2 of the RFP is 100Mbps fiber Clear Channel Point_to_Point link between Abidjan, Ivory Coast and Pretoria, South Africa.

2.5 Any solution proposed should be able to function efficiently with bandwidth optimization and WAN Acceleration functions.

3. LOT 1 Fiber optic MPLS solution

3.1 The Bank is requesting the implementation of a fully managed high speed turnkey MPLS backbone connectivity solution.

3.2 The proposed high speed MPLS backbone connectivity should be end-to-end fiber

optic link connecting all of the RRCs and FOs. The full list of all locations and related physical addresses is attached to the present RFP as annex 5. Among the 33 location, there will be a data centre in Tunis, Pretoria and HQ in Abidjan. Nairobi, Dakar and Abuja are considered as “big field offices”. The bandwidth requirement for the above and there remaining Field offices is categorized in to 5 groups as shown in the table hereunder

Locations MPLS Bandwidth Requirement for each

Abidjan-Ivory Coast, Tunis-Tunisia 50MbpsPretoria-South Africa, 30 MbpsNairobi-Kenya 20 MbpsAbuja-Nigeria, Dakar-Senegal, Addis Ababa-Ethiopia, Yaoundé-Cameroun, Accra-Ghana 10 MbpsMaputo-Mozambique, Antananarivo-Madagascar, Dar es Salaam-Tanzania, Lusaka-Zambia 8 MbpsKinshasa-Democratic Republic of Congo, Ouagadougou-Burkina Faso, Bamako-Mali, Ndjamena-Chad, Libreville-Gabon, Cairo-Egypt, Lilongwe-Malawi, Rabat-Morocco, Freetown-Sierra Leon, Kigali-Rwanda, Kampala-Uganda, Lome-Togo, Khartoum-Sudan, Luanda-Angola, Algiers-Algeria, Bujumbura-Burundi, Tokyo-Japan, Monrovia-Liberia, Bangui-Central Africa Republic, Juba-South Sudan, Harare-Zimbabwe

4 Mbps

Consideration shall be made to include additional sites and scale up the bandwidth for each site when the need arise. Modalities on how to handle additional sites in future will be discussed before the contract is signed.

3.3 The proposed MPLS backbone architecture shall be detailed and show the MPLS backbones, the last mile (local loop) and MPLS access technology used. The CE devices and link to the cloud shall be provided and managed by the supplier.

3.4 The MPLS backbone solution looked for shall be implemented through other WAN access links than the Bank’s existing VSAT WAN connectivity to serve for redundancy and as disaster recovery alternative when needed.

3.5 A preliminary assessment of the Bank's LAN/WAN infrastructure would be required to identify the prerequisites for the implementation of MPLS access in different sites and its integration to the existing networks.

7

3.6 The MPLS backbone connectivity shall allow a high secured IP Access services to the Bank’s critical applications and data hosted at the Bank’s Data centers in Tunis, Abidjan and Pretoria. The proposed solution should be flexible to switch multimedia voice, data and video traffic as well as to provide bulk data, voice and video conferencing services base on IP Protocol.

3.7 The minimum requirements of services the Bank is looking for are:

A protocol-transparent solution that can support voice, data, video IP, with fully managed turnkey services for the interconnection to the LAN of the selected location

Prioritization mechanisms based on Class of Services (CoS) or based on applications granting good response time for sensitive applications (voice and real time applications)

Fully integrated and scalable solution Full suite of customers care services based on ITIL best practices Customer Services center supporting 24 x 7 in French and English Business everywhere function: enabling remote users to securely, reliably and simply

connect the corporate systems, resources, services and applications Business acceleration function: improving visibility, management and performances of

applications and services Focusing on end-to-end network management. Full redundancy and resilience based on alternative routing paths with different fiber

optic cables, nodes and POP. End-to-end bandwidth guarantees from CE to CE through the MPLS network,

including the last mile (local loop). Flexible, customized IPVPN solution enabled to support existing and future business-

critical applications with security and firewalls and service levels agreements (SLAs) to guarantee the reliability of the network and Quality of Service Reporting

3.8 Service Level Agreements for LOT 1 (SLA)The Bank requires that the selected vendor meets the SLAs and credit allocation policy for the MPLS network as summarized in table below:

3.8.1 SUMMARY OF SLA AND SERVICE CREDITS FOR MPLS BACKBONE CONNECTIVITY

SLA indicator Required SLA Values

1 MPLS Network backbone and individual link availability

99.99 %

2 MPLS Network backbone round trip latency between 2 sites

Less than 200 milliseconds

3 Packet Loss Less than 0.3 %4 Pack Jitter Less than 2 milliseconds5 Mean time to repair 1 hour

8

3.8.2 Credit allocation policy for MPLS Link availability

Cumulative monthly time of outages Customer Credit% of the monthly recurrent cost the concerned MPLS link or the Backbone

Between 15 minutes and 4 hours 10 %Between 4 and 8 hours 20 %Between 8 and 12 hours 40 %Between 12 and 24 hours 50 %More 48 hours One month credit

3.8.3 Credit allocation for Latency, packet loss, jitter

Performance Indicators Service creditLatency > 200 milliseconds for more than 1 hour during the service month

15% of the MRC

Packet loss >.3% for more than 1 hour during the service month

15% of the MRC

Jitter > 2millisecond 15% of the MRC

Only one service credit will be applied if two or three of the KPI are degraded at the same time.

4. Lot 2: 100Mbps Clear channel point-to-point fiber link with redundancy

The point-to-point fiber link will connect the Bank Data centre in Abidjan, Ivory Coast and Pretoria, South Africa through a dedicated clear channel submarine fiber cable.

4.1 Minimum Requirements

The performance of the link is expected to comply with following minimum requirements.

- Transparency for voice, data and video- Throughput of 100Mbps on both directions - The link will be non-routed duplex layer 2 link- Latency of less than 60 Millisecond- Packet loss of less than .03%Jitter of less than 1 second

9

4.2 Summary of SLA for the point-to-point clear channel connectivity

SLA indicator Required SLA Values

1 Point-to-point link availability 99.99 %

2 round trip latency between Abidjan and Pretoria



4.3 Credit allocation policy for the point-to-point Link availability

Cumulative monthly time of outages Customer Credit% of the monthly recurrent cost of the link


4.4 Credit allocation for Latency, packet loss, jitter


15% of the MRC


15% of the MRC



5. Additional service requirements

The general service requirements for each LOT include

5.1 On net (inside WAN) and off net (outside WAN) telephony services with voice (not less than 9.6 kbps digital compression per channel) over IP, or any other efficient protocol enabling good quality and less costs. The On net telephone calls must use short numbering range (4 digits). SIP is the basic protocol for VoIP traffic.

5.2 Internet traffic from FOs and RRCs shall break away at the MPLS backbone and there shall be internet connection with guaranteed minimum throughput of 100Mbps to the MPLS backbone for all locations.

5.3 H.323 and H.264 based videoconference using IP Protocols with 2 main video traffic:

- Interactive IP videoconference with packet loss less than 0.3%- Streaming videoconference Unicast and Multicast sessions with packet loss less

than 0.3%5.4 The bidder must ensure the full compliance, integration and interconnection of its

technical proposal with the ADB’s existing IT Local Area network infrastructure.

10

5.5 It is the bidder’s responsibility to ensure that interconnection with the ADB’s IPBX is fully integrated using SIP trunks.

5.6 The bidder will also provide performance assurance tool which will enable the Bank to monitor, control, configure, manage and evaluate the performance of the services in the three lots. The tool should enable measure and provide results of standard KPI for WAN services such as the following.

– Link status–Availability of links for up to one year log- One way delay–Round trip delay–Jitter–Packet loss-link throughput-Bandwidth utilization

The tool shall also have the capability of automated bandwidth and capacity management and generating summarized and detailed reports relevant to the KPIs.

5.7 In its proposal the bidder should clearly indicate the methodologies of implementation of the services and performance assurance and the high level design illustrating how the topology should be implemented.

5.8 The bidder must have specific knowledge, experience and competence in broadband IP and MPLS networks and it is preferred that it owns MPLS backbone or submarine cable it operates in Africa.

5.9 The bidder shall come up with test plan in order to carry out standard acceptance test up on completion of implementation of the service.

5.10 Finally, it is the bidder’s responsibility to specify the monthly charges for operations and maintenance costs for each site for any solution proposed.

1. Qualification of Bidder The bidder must be a well experienced Telecommunications Operator, Internet Service Provider or Network Solution Provider. The bidder is expected to possess a strong background and experiences broadband internet services provisioning with international institutions or major companies inside the country in which the part of the MPLS backbone is provided.The bidder should have an excellent knowledge and understanding of MPLS technology, Systems, Network and relevant experience in Enterprise IP hybrid (VSAT/Optic Fiber) integrated network design and implementation. The selected bidder shall take necessary steps to ensure that the entrusted task is executed properly and scheduled in accordance with the TOR.

The bidder shall maintain a complete list of sources of information used and surrender all documents to the Bank at the end of the project. All the reports produced by the bidder within the framework of the project shall be the exclusive property of the Bank

11

2. Key qualifications for proposed staff Key qualifications required for proposed staff assigned to the project is outlined as follows:

Project Staff tittle

Qualification

Project Manager Master’s Degree in Business Administration or related field with 5 years of experience in specific assignment or BA degree in Business Administration with 10 years of experience in specific assignment plus certification in project management.

Network Solution Manager(design and implementation)

Master’s Degree in Information Technology, Computer Science or related field with 5 years of experience in specific assignment or BSc. Degree in Information Technology, Computer Science or related field with 7 years of experience in specific assignment plus certification at a level of CCIE, Service Provider or Routing and Switching, for both qualifications

Network Engineer (design and implementation)

Master’s Degree in Information Technology, Computer Science or related field with 5 years of experience in specific assignment or BSc. Degree in Computer Science or Information Technology or related field with 7 years of experience in specific assignment plus certification at least CCNP for both qualifications

Experience with international donor agencies: execution of similar projects Language capacity: Ability to communicate in English or French

Information on qualification of proposed staff for the project should be provided using the format indicated in Appendix C (i&ii) Format of Curriculum Vitae (CV) For Proposed Key Staff. Please note that the Bank accepts a different format as long as it provide all the necessary information

3. Project TimelineThe project all sites is expected to last not more than six month from the date of commencement.

4. Duration of the contractThe contract shall last for a period of 36 months effective from 1st September 2014 to 31st August 2017 renewable twice for further periods of one year each up to a maximum of two years subject to performance and requirements of the Bank.

5. Special conditions

Tenderers must ensure that the goods and services offered under this request for proposal is qualified and that export licenses are valid for all countries under Annex 5 and other countries specified in Annex 6. In addition, potential bidders are requested to confirm:

1. Acceptance of Terms to acquire goods, works and services of the Bank;2. the country of origin;3. The validity of bids, and5. Availability of the services/ goods and delivery time;6. delivery conditions.

12

ANNEX 3

Contents of the Proposal

All submissions must be written in English or in French.

1. Technical Proposal (Technical Envelope - 1 original and 4 copy)

In respect of article 9 above, the bidder must submit its technical proposal as outlined below and in conformity to Appendix F of this annex

Executive Summary

This section will present a high-level synopsis of the bidder’s responses to the RFP. The Executive Summary should be a brief overview of the engagement, and should identify the main features and benefits of the proposed work.

Appendix: Bidder’s Company Overview

The bidder will provide the following for his company:

1. Administrative requirements(i) Official identification information (registered name, address, main telephone number,

fax numbers, etc.

(ii) Key contact name, title, address (if different from above address), direct telephone and fax numbers.

(iii) Person authorized to contractually bind the organization for any proposal against this RFP.

(iv) Brief history, including year established and number of years your company has been similar services

(v) A copy of the company certificate of incorporation and/or register of commerce. The requested documents shall clearly indicate the country of origin of the company and allocation of capital between stakeholders, which must meet the Bank eligibility requirements;

(vi) A description of your relevant experience on this particular field, supported with at least one example of projects and CVs of proposed personnel- Appendix C

(vii) The initialed and stamped on each page contract

(viii) Explanations for deviations (if any)2. Mandatory requirements

I. Eligibility Criteria: Interested companies must originate from one of the Bank’s member countries listed in the request for Proposals.

II. Financial Criteria: An average turnover of at least US$ 4,500,000 per annum for the past two years (2010, 2012 or latest) ) in the form of audited Financial Statement or if not required by laws of the bidder’s county the provide other financial statements acceptable to the Bank demonstrating the current bidder’s financial position.

III. General and Specific Experience Criteria: The bidder shall have a minimum of two years’ experience

IV. Number of projects implemented – The Bidders shall have successfully implemented as a principal contractor, at least one MPLS backbone project

14

implemented in a multiple locations environment. (The Bank reserves the right to check references).

V. County of origin of products – Products shall originate from ADB Member countries (See Annex 6).

3. Technical requirements – As indicated in the evaluation table

The financial proposal will include:

I. A bid submission form fully completed and signed (using format as described in Appendix B).

II. Financial Proposal (Financial envelope - 1 original and 4 copies)

III. A general table summarizing pricing (Appendix D fully completed and signed).

IV. The overall quotation (free and clear of all taxes).

V. Explanations for deviations (if any).

14

Appendix A

(To be included in the Technical Proposal)

A statement of conformity

To the African Development BankPO 323, 1002 Tunis BelvedereTunisia

Dear Sir,

Having examined the Request for Proposals documents (RFP N° ADB/ICB/CGSP/2013/0158 we, the undersigned, offer to provide the Bank, with [the items and services], in conformity with the Request for Proposals mentioned above, in the amount indicated in the Price Schedule form included in our Financial Proposal.

We undertake, if our Proposal is accepted, to commence and complete delivery of all items and services required in this Request for Proposals within the time frame stipulated in our Proposal.

We agree to abide by this proposal for a minimum period of ninety (90) days from the date of the submission of the proposals in the Request for Proposals, and it shall remain binding on us and may be accepted by the Bank at any time before the expiration of that period.

Dated

Signature

In the capacity of

Duly authorized to sign this proposal for and on behalf of:

15

Appendix B

(To be included in the Financial Proposal)

Bid submission Form

To the African Development BankPO 323, 1002 Tunis BelvedereTunisia

Dear Sir,

Having examined the Request for Proposals N° ADB/ICB/CGSP/2013/0158 the receipt of which is hereby acknowledged, we the undersigned, offer to provide the requested items and services in full conformity with the said Request for Proposals in the total amount (free and clear of all taxes) of [amount in words], [amount in figures].

We agree to abide by this proposal, for a minimum period of ninety (90) days from the proposal submission date as stipulated in the Request for Proposals, and it shall remain binding upon us and may be accepted by you at any time before the expiration of that period.

Until a formal contract is prepared and executed between us, this bid, together with your written acceptance thereof and your notification of award shall constitute a binding contract between us.

Dated:

Duly authorized to sign this proposal for and on behalf of:

[Signature]

In the capacity of

[Position]

16

To be included in the Technical Proposal - Appendix C (i)

Format of Curriculum Vitae (CV) For Proposed Key Staff

Proposed Position:

Name of Firm:

Name of Staff:

Profession:

Date of Birth:

Years with Firm: Nationality:

Membership in Professional Societies:

Detailed Tasks Assigned:

Key Qualifications:[Give an outline of key staff member’s experience and training most pertinent to tasks assignment. Describe degree of responsibility held by each staff member on relevant previous assignments and give dates and locations. Use up to half a page.]

Education:[Summarize college/university and other specialized education of each staff member, giving names of schools, dates attended and degrees obtained. Use up to a quarter page.]

Employment Record:[Starting with present position, list in reverse order every employment held. List all positions held by each staff member since graduation, giving dates, names of employing organization, title of positions held and location of assignments. For experience in last five years, also give types of activities performed and client references, where appropriate. Use up to three-quarters of a page.]

Languages:

[Indicate proficiency in speaking, reading and writing of each language: excellent, good, fair, or poor.]

Certification:I, the undersigned, certify that to the best of my knowledge and belief, these bio data correctly describe myself, my qualifications and my experience.

Date:

Signature of or authorized officer from the bidding firm

Day/Month/Year

17

Appendix C(ii) Personnel form

Tittle Qualification Certification Experience in the Specific Assignment

Language English or French

Compliance Comment

YES NO

Project Manager

Network Solution Manager (CCIE Service provider or Routing and switching)Network Engineer (CCNP)

18

Appendix C (iii)

A. General and Specific experience of the company

1. Individual Bidders or Individual members of a Joint Venture

1.1 Constitution or Legal Status of Bidder (attach copy):

Place of Registration:__________________________________________

Principal Place of Business: ___________________________________________

Project performed as prime Contractor on similar nature and volume. Also list details of work underway or committed, including expected completion date.

Contract Nameand Country

Name of Clientand Contact Person

Type of Work Performed and Year of Completion

Value of Contract

19

Appendix D

Financial Proposal:

1. The price schedule shall consist of two major components the One Time Charge (OTC) and Monthly Recurrent Charge(MRC).

2. The financial offer for supply and installation of equipment shall consider the reusability of existing equipment in each location. Detail of equipment that necessarily shall be supplied as new should be specified for each location in a separate document.

1. A Bid Forms in APPENDIX D(i) shall be duly completed and signed by a person or persons duly authorized to bind the Bidder to the Contract.

Supply, Installation and commissioning of the equipment and related services Maintenance and Support Costs Monthly Recurrent Cost On Net and Off Net telephony services Costs

3. The Bidder shall submit its Bid using the forms furnished in APPENDIX D(i-iv). These forms must be completed without any alterations to its format, and no substitutes shall be accepted. 4. Unless otherwise indicated in the BDS, alternative bids shall not be considered. If alternative bids are allowed by the BDS, a bidder may propose deviations to a noncritical requirement, or propose an alternative solution. In that case the Bidder shall quote the price for the fully compliant bid AND then separately indicate the adjustment in price that can be offered if the deviation or alternative solution is accepted. For any of the deviations to be considered, the Bidder must specify the related adjustment in price. Only the alternative bid of the substantially responsive lowest evaluated cost bidder shall be considered. Bidders are reminded that their bids may be rejected if there is a material deviation.

5. Bid Prices

5.1 All Goods and Services identified in APPENDIX D(i-v) (Related Services Price Schedule and Maintenance Costs Schedule) and all other Goods and Services proposed by the Bidder to fulfill the requirements of the TS must be priced separately in the format of the same tables and summarized in the Grand Summary Cost Table APPENDIX D(i).

5.2 The price of items left blank in the cost tables shall be assumed to be included in the price of other items. Items omitted altogether from the cost tables shall be assumed to be omitted from the bid and, provided that the bid is substantially responsive, an adjustment to the bid price will be made during evaluation by adding the highest prices from other responsive bids for the same goods and services.

5.3 Unit prices must be quoted at a level of detail appropriate for calculation of any partial deliveries or partial payments under the contract, in accordance with the Implementation Schedule in Section 6 -Technical Requirements and with GCC and SCC Clause 11 – Terms of Payment. Bidders may be required to provide a breakdown of any composite or lump sum items included in the Cost Tables.

5.4 The prices for Goods components of the TS are to be expressed and shall be defined and governed in accordance with the rules prescribed in the current edition of Incoterms published by the International Chamber of Commerce Paris, France and quoted in the appropriate columns of the above cost tables as follows:

a) Goods supplied from outside the Purchaser’s country:

Total cost of goods components of the TS offered shall be quoted as specified in the BDS. In quoting the price, Bidder shall be free to use transportation through carriers registered in any eligible country and to obtain insurance from any eligible source country. Bidder shall

20

acquire an insurance policy in favor of the Bank as stipulated in the BDS for the value of goods shipped.

b) Locally supplied Goods

Cost of Goods offered from within the host country shall be quoted for delivery at the Bank’s Temporary Relocation Agency Angle des Trois Rues: Avenue du Ghana, Rue Pierre de Coubertin et Rue Hedi Nouira, Tunis, Tunisia free of customs duties and free of all taxes levied in the host country.

5.5 The price of Services shall be quoted in total for each service (where appropriate, broken down into unit prices). Prices shall be free of all taxes, duties and levies that may be assessed in the Purchaser’s host country or in any country where the services are being provided. Unless otherwise specified in the BDS, the prices must include all costs incidental to the delivery and performance of the Services, as incurred by the Supplier, such as travel, subsistence, office support, communications, translation, etc.

5.6 Prices for Recurrent Costs to be incurred during the contract period shall be listed in detail as follows:

(a) The cost of all goods, such as equipment, spare parts, consumables, supplies, new software releases, recurrent licensing fees, etc., shall be quoted APPENDIX D(ii)

(b) The cost of all maintenance, technical support, and other services on APPENDIX D(iv).

5.7 Unless otherwise specified in the BDS, prices quoted by the Bidder shall be fixed during the Bidder’s performance of the Contract and not subject to increases on any account. Bids submitted that are subject to price adjustment will be rejected.

6. Bid Currencies 6.1 Prices shall be quoted in the following currencies:

(a) The Bidder may quote its prices for all TS, associated Goods, and Services to be supplied from outside the country where the Bank is located in US Dollar, EURO or in a currency, from any eligible member country, which is widely used in international trade.

21

Appendix D(i)

PRICE SCHEDULE (to be included in the financial proposal)Kindly provided detailed information on the cost breakdown indicating how cost was generated. Complete all the tables from APPENDIX (i-v)

Grand Summary Cost Table Item Description Price (insert Currency)Supply of equipment and related Cost (hardware and software). Services and related CostMonthly recurrent costOperation, Maintenance and support cost - Year 1Monthly recurrent costOperation, Maintenance and support cost -Year 2Monthly recurrent costOperation, Maintenance and support cost - Year 3Monthly recurrent costOperation, Maintenance and support cost - Year 4Monthly recurrent costOperation, Maintenance and support cost -Year 5

GRAND TOTAL

NAME OF BIDDER

AUTHORIZED SIGNATURE OF BIDDER:

DATE

22

Appendix D(ii)

One Time Charge, Equipment

Sites to be connected Equipment Type

Unit Price(currency)

Qty Amount(currency)

Abidjan-Ivory Coast, Tunis-Tunisia 2

Pretoria-South Africa, 1

Nairobi-Kenya1

Abuja-Nigeria, Dakar-Senegal, Addis Ababa-Ethiopia, Yaoundé-Cameroun, Accra-Ghana

5

Maputo-Mozambique, Antananarivo-Madagascar, Dar es Salaam-Tanzania, Lusaka-Zambia

4

Kinshasa-Democratic Republic of Congo, Ouagadougou-Burkina Faso, Bamako-Mali, Ndjamena-Chad, Libreville-Gabon, Cairo-Egypt, Lilongwe-Malawi, Rabat-Morocco, Freetown-Sierra Leon, Kigali-Rwanda, Kampala-Uganda, Lome-Togo, Khartoum-Sudan, Luanda-Angola, Algiers-Algeria, Bujumbura-Burundi, Tokyo-Japan, Monrovia-Liberia, Bangui-Central Africa Republic, Juba-South Sudan, Harare-Zimbabwe

21

Total cost

23

Appendix D(iii)

One Time Charge, Services and related cost

Description of Services Service Charge(Currency)

Solution design, implementation and test for all sites

Shipment and delivery of equipment to each location

Public Internet connection to the MPLS Backbone

On net (inside WAN) and off net (outside WAN) telephony services

100Mbps Point-to-Point Clear channel fiber link between AfDB South Africa and AfDB

Ivory CoastOthers

24

Appendix D(iv)

Monthly Recurrent Charge

Sites to be connected BandwidthFor each site

MRC(Currency)

Amount, MRC for 60 months(Currency)

Abidjan-Ivory Coast, Tunis-Tunisia 50Mbps

Pretoria-South Africa, 30 Mbps

Nairobi-Kenya 20 Mbps

Abuja-Nigeria, Dakar-Senegal, Addis Ababa-Ethiopia, Yaoundé-Cameroun, Accra-Ghana

10 Mbps

Maputo-Mozambique, Antananarivo-Madagascar, Dar es Salaam-Tanzania, Lusaka-Zambia

8 Mbps

Kinshasa-Democratic Republic of Congo, Ouagadougou-Burkina Faso, Bamako-Mali, Ndjamena-Chad, Libreville-Gabon, Cairo-Egypt, Lilongwe-Malawi, Rabat-Morocco, Freetown-Sierra Leon, Kigali-Rwanda, Kampala-Uganda, Lome-Togo, Khartoum-Sudan, Luanda-Angola, Algiers-Algeria, Bujumbura-Burundi, Tokyo-Japan, Monrovia-Liberia, Bangui-Central Africa Republic, Juba-South Sudan, Harare-Zimbabwe

4 Mbps

100Mbps Point-to-Point Clear channel fiber link between AfDB South Africa and AfDB Ivory Coast

100Mbps

Public internet connection to the MPLS backbone

100Mbps

On net (inside WAN) and off net (outside WAN) telephony services

10Mbps

Others

Total cost

25

Appendix D(v)

Cost site relocation and implementation of new MPLS link for new location.

Description Unit cost (insert Currency)Relocation of MPLS link to a different location (Site Survey, de-installation, reinstallation, configuration and test)Implementation of new MPLS link for new locationOthers if any

26

Appendix D(vi)

On Net and Off Net Telephony service, Telephone call rates for different Destinations

RATE SCHEDULE BY COUNTRY OF DESTINATIONDestination country Peak

(per minute)1Off Peak2

(per minute)1

2

3

4

…

1 The rates for each destination should be given for the minimum billing increment of 1 to 6 seconds. Bidder to confirm that calls not lasting beyond 20 seconds will not be charged.

2 Indicate times

27

Appendix E

PAYMENT SCHEDULE

N° Description of Charges Payment Schedule Conformity to the proposed payment schedule (Yes or No)

1 Supply of equipment for FOs, RRCs and the Head Quarter

To be paid after delivery of the specified equipment on site in complete and after signature of certificate of completion of the project.

2 Design, Implementation and test of the services for all locations

To be paid up on successful completion of the project and after signature of certificate of completion of the project.

4 Monthly Recurrent To be paid on quarterly basis, at the end of each quarter

5 Maintenance To be paid up on successful completion of the maintenance and delivery of spares on site and up on receipt of relevant invoice

6 supply of spare To be paid up on delivery of spare at the concerned location and up on receipt of relevant invoice

DELIVERY REQUIREMENT

Delivery required at ADB for all of the 34 sites

Delivery Terms DDU respective destination as per addresses indicated in Annex 5- The Bank will facilitate clearing of goods from the port.

Shipping Mode Air Freight ( only if required)

Delivery date 4 weeks upon receipt of Purchase order

Warrant/ Guarantee offeredProposal Valid till

Currency stated in

Any additional special conditions are given on the next page.

By signing and returning this Price Schedule, we agree to supply the above mentioned items at the rates quoted.

Bidder Comments (if any): Name & Signature of Person completing this RequestSeal of the company giving the name and address.

28

Appendix F

APPENDIX F: CHECKLIST OF DOCUMENTS TO BE INCLUDED IN THE PROPOSAL

The bidder should use this checklist for ensuring that his proposal complies with all requirements of this RFP.

Checked by the Bidder “,(Y/N)”

Indicate page number of the documentThe bidder should respond in the column labeled “,(Y/N)” and insert the

original of this checklist in the external envelope, in addition to the technical and financial envelopes.Documents to be provided for Proposals are:Bid estimates indicating prices in accordance with the sample in the Annex IV (including the financial and annual maintenance bid)

Financial statements for the latest past three years.

Brief Description of three similar projects carried out;Full name and address of the manufacturer’s representative closest to the consignee, who can provide after- sales-service, spare- parts and warranty services;Proof of Partnership Status- UpdatedAny other relevant Documentation such as proof of competence for Project Management.

Proof that goods will come from the ADB Member countries

Project Plan Solution High level designRisk Management Proposal Capacity building and knowledge transfer programPrice SchedulePayment scheduleAdministrative documents:A copy of the trade register and articles of association of the company

A tax attestation as provided for by the regulations in force, not more than six (6) months old

A certificate of subscription to the local social security organization, not more than six (6) months old ( Optional) The contact addresses (including telephone and fax numbers) of the persons representing the bidder and empowered to signThe qualifications information form (duly completed) with the CVs (curriculum vitae) of the proposed key staff

External Envelope

Both internal envelopes have been placed together in a large single sealed envelope called “external envelope”. Refer to (Annex 1 Item 5)

The external envelope is anonymous and, carries only the label specified in the RFP data sheet which has been photocopied and placed on the external envelope

The original of this checklist duly filled and placed in the external envelope.

29

Appendix G(i)

SLA propose for the MPLS Service

SLA indicator SLA Value Required by the Bank

Required SLA accepted by the bidder (Yes or No)

SLA Value Proposed by the Bidder


99.99 %



3 Packet Loss Less than 0.3 %

4 Pack Jitter Less than 2 milliseconds

5 Mean time to repair 1 hour

Appendix G(ii)

SLA proposed for the 100Mbps point-to-point clear Channel

SLA indicator SLA Value Required by the Bank

Required SLA accepted by the bidder(Yes or No)

SLA Value Proposed by the Bidder




3 Packet Loss Less than 0.3 %4 Pack Jitter Less than 1

milliseconds5 Mean time to repair 1 hour

30

ANNEX 4Evaluation Criteria

1. DETAILS OF THE EVALUATION

To be responsive, offers must contain all information required in each envelop as described above. Responsive offers will be the subject of a three-stage evaluation procedure detailed as follows:

a) A pass/fail assessment will be carried out to determine whether the proposals meet the minimum pass/fail criteria indicated in 2, below.

b) Technical proposals determined to meet the minimum pass/fail criteria shall be evaluated using a two stage evaluation procedure, as indicated under point 3 below.

c) Firms scoring less than 70 points will be rejected and their financial proposals returned unopened.

d) The financial evaluation will be carried for bids which have satisfied the minimum technical evaluation score of 70 points. Firms shall be ranked using a combined technical (Nt) / financial scores (Nf), as indicated below.

2. PREQUALIFICATION STAGE: PASS/FAIL ASSESSMENT

If the Bidder fails to satisfy the criteria listed below, their bid will be disqualified and will not proceed further in the Technical Evaluation.

The pass/fail criteria are as follows:

CRITERIA YES No

Eligibility Criteria: Interested companies must originate from one of the Bank’s member countries listed in the request for Proposals

Financial Criteria: An average turnover of at least US$ 4,500,000 per annum for the past two years (2010-2012 or latest) in the form of audited Financial Statement or if not required by laws of the bidder’s county the provide other financial statements acceptable to the Bank demonstrating the current bidder’s financial position

General and Specific Experience Criteria: The bidder shall have a minimum of three years’ experience,

Number of projects implemented – The Bidders shall have successfully implemented as a principal contractor, at least one MPLS backbone project implemented in a multiple locations environment. (The Bank reserves the right to check references).

County of origin of products – Products shall originate from ADB Member countries (See Annex 6).

Remarks (Accept/ Reject for the next Stage)

31

3. TECHNICAL EVALUATION (100 POINTS) (weight = 75%)

The evaluation for qualified firms shall be based on the evaluation criteria and point System specified below.

Technical Evaluation Criteria PointsAcceptance of the terms and conditions of the contract 5Demonstrated Understanding of the TOR and the Overall Quality of the Proposal.

15

i. General technical approach and proposed methodologies including main activities of the assignment (3 points)

ii. Quality assurance and Risk Management methodology (3 points)iii. High level design illustrating how the topology should be implemented

in Field Offices, Regional Resource Centers and HQ (3 points)iv. Implementation, Project Organization and Management Plan including

installation, Task, Time, and Resource Schedule, (3 points)v. Technical Support and maintenance Plan. (3 points)

Conformity of the Proposed technical solution to the Terms of reference ( Each 5 points)

30

• Model of quality of service based on class of services and prioritization• Scalability of the solution and application acceleration functions• Redundancy of last mile operator and POP• 24hx 7 days helpdesk support availability in both French and English

and maintenance service• Service quality assurance mechanisms MPLS Backbone end to end

management and Monitoring and Band width management• Service acceptance test plan following implementation

Owning of international submarine cable and MPLS infrastructure in Africa 10Conformity to the proposed SLA: conformity of the proposed SLA 15Qualifications and Competence of the Key Personnel for the Assignment. 15Knowledge, skills and experience on design and implementation satellite network earth station: Project Manager Network Solution Manager(CCIE Service Provider or Routing and Switching) Network Engineer (CCNP)– 5 points for each staff five years of experience and one point for each knowledge area. ( total 15 points) Mastery and excellent knowledge of English or French of the key people proposed for the project.

5

Support and maintenance: Availability of support and maintenance service according to the SLA

5

Total 100

An offer is declared technically valid and is considered for the financial analysis if it obtains a minimum score of seventy (70) points. The Bidders who fail to do so, or which offers did not comprehensively address this RFP, will have their financial proposal not opened and not evaluated. Financial offer will then be returned to them unopened. Evaluation will be scored taking into account responses from both Phase 1 and 2.

32

4. FINANCIAL EVALUATION (weight = 25%)

1. Bidders obtaining the qualifying minimum technical score will be advised so, and it shall be notified to them (by email or by fax) the date and time of the opening of their financial envelope.

2. The financial proposals will first be checked for completeness and corrected for computational errors.

3. Detailed financial evaluation will then be carried out. The Bidder making the lowest financial proposal (FM) shall be given 100 points.

4. The financial scores of the other Bidders (F) shall be computed as follows:

Nf (financial score) = 100 x Fm / F

(F = amount of financial proposal converted in the common currency).

5. FINAL RANKING

Proposals shall finally be ranked according to their combined technical (Nt) and financial (Nf) scores using the weights (T = the weight given to the technical proposal, 75%); f = the weight given to the financial proposal, 25%; T + f = 1) indicated in the above:

Final Score (NG) = Nt x T% + Nf x f%

Evaluation will be based on responses for both phases. The bidder making the highest combined score will be ranked first, and be eligible for award of the contract.

For purpose of evaluation, the Bank will convert all bid prices expressed in the currency of the RFP in which the bid price is payable, into the Bank’s Units of Accounts (UA) by using the Bank’s monthly moving average rate for the applicable month (deadline for submission of proposals).

33

Annex 5:

Physical address of the Bank offices locations

1. Tunis: Datacenter requiring data replication. Physical address: TEMPORARY RELOCALISATION AGENCY, Angle des 3 rues : Avenue du Ghana, Pierre de Coubertin et Hedi Nouira, Tunis, TUNISIA

2. Rabat: Physical address: Bureau National du Maroc (MAFO), Park Technopolis, Bâtiment B7, Sala El Jadida Rocade de Rabat-Salé, BP 592 Rabat Chellah, Rabat, MarocTél: (212) 530177300Fax: (212) 538014402

3. Abidjan: Data-center requiring data replicationPhysical address: Avenue Joseph Anoma, 01 BP 1387 Abidjan 01, COTE D’IVOIRE

4. Pretoria: Regional Resource Center and Business continuity Center with Data-center requiring data replicationPhysical address: Eco 1, 339 Witch-Hazel Street, Erf 3080 Highveld Extension 78, Centurion, Gauteng, SOUTH AFRICATel: +27 12 003 6900

5. Nairobi: Regional Resource Center without Data-Center and data replicationPhysical address: East Africa Regional Resource Center (EARC), Khushee TowersLongonot Road, Upper Hill, P.O. Box 4861 00200, Nairobi, KenyaTel: +254 20 2712925/ +254 20 2712926/ +254 20 2712928 Fax: +254 20 2712938

6. Addis Ababa:Physical address : 7th and 8th Floor, Get-House Building, Kirkos Sub-City, Kebele 20/21, House N° 056, P.O Box 25543 Code 1000, Addis Ababa, EthiopiaTel: +251 115 546 336, +251 115175560/61/62…/90 Ext. 7250 - 7299, Fax: +251 115 546 335

7. Abuja:Physical address : Nigeria Country Office (NGCO) 8, Lake Chad CrescentMaitama District, Abuja, Nigeria Tel: +234 – 70 40 277 810, 7040277814, 70 40 277 818 Ext. 6650; 6656; 6657; 6658

8. Lilongwe:Physical address: Malawi Country Office (MWFO), 2nd Floor, Kang’ombe HouseBox 30732 City Centre, Lilongwe, MalawiTel: (+265) 0 1 77 44 60-62/64 Ext. 6300-6329Fax: (+265) 0 1 77 44 69

9. Luanda :Physical address: Angola Country office (AOFO), 2nd floor, Rua: Liga Africana- Rei katyavala, Maculusso, LuandaBox: 3198Tel: (+244) 222701000 or 244 930049256 Ext: 6900, 6901, and 6902

10. Bangui : Physical address:

11. Ndjamena :Physical address: Immeuble BCC, 2eme etage, Avenue Charles de GaulleBP 193, N’Djamena, Tchad,

34

Tel: (235) 52 46 79/ 52 45 57 Ext. 6200-6229Fax: (235) 52 49 96

12. Yaoundé:Physical address: Bureau National du Cameroun (CMFO), Immeuble No 1067 bisRue 1750 Nouvelle Route Bastos, Yaoundé, Cameroun, Tel: +237 22 20 27 61 Ext. 6800-6859 Fax: +237 22 20 27 64

13. Cairo:Physical address: 72 B Al-Maahad El-Eshteraky St. – 5th floor, Opposite to Maryland Roxy/Heliopolis Cairo, EGYPT Tel: +202 22 563 790/1Fax: +202 22 563 792 Ext: 6730-6759

14. Accra:Physical address: Ghana Country Office (GHFO), No.1 Dr. Isert Road7th Avenue – Ridge, Accra, GhanaTel: +233 302 66 28 18/+233 302 66 28 35/ +233 302 68 72 72Fax: +233 302 66 28 55 Ext: 6130-6159

15. Maputo:Physical address: Mozambique Regional Office (MZFO), 3rd floor, JAT 4 BuildingZedequias Maganhela, 267, Maputo, MozambiqueTel: (258) 21326409 Ext. 6430-6499Fax (258) 21315600

16. Dakar: Physical address: Bureau Régional du Sénégal (SNFO), Immeuble CoumbaRoute de Ngor, Zone 12, Quartier des Almadies, Dakar, Sénégal.BP 50544 - CP 18524, RP Dakar, SenegalTel: (+221) 33.820.08.88 / (+221) 33.869.75.44 Ext. 6530-6599Fax: (+221) 33.820.09.99

17. Freetown:Physical address: Sierra Leone Country Office (SLFO), 5th & 6th floor, Bishop Building, 13 Lamina Sankoh Street, PMP335, Freetown, Sierra LeoneTel: +232 (0) 76541328 Ext. 6260-6290

18. Khartoum: Physical address: Sudan Country office (SDFO), Higleig Petroleum Tower, 7th FloorPlot 499, Square 65, East-Second, Khartoum, SudanTel: +249 183 236240 / 236320 / 236131

19. Dar Es Salaam:Physical address: Tanzania Country Office (TZFO), 5th Floor, International House, Garden Avenue, P.O. Box 6024, Dar Es Salaam, Tanzania Tel: (+255) 22 2125281/2 (office) Ext. 6500-6529 / (+255) 22 2125286 (Direct)Fax: (+225) 22 2125283

20. Kampala:Physical address: Uganda Country Office (UGFO), 14th Floor, Crested Towers Building, Hannington Road, P.O. Box 28509, Kampala - UgandaTel: (+256-414) 236 166/7Fax: (+256-414) 234 011 Ext. 6760-6790

35

21. Lusaka:Physical address: Zambia Country Office (ZMFO), Banc ABC House, 746 Church RoadCathedral Hill, PO Box 51449, Ridgeway, Lusaka, ZAMBIA Tel: +260 211 257868/69/74Fax: +260 211 257872 Ext: 6400 - 6426

22. Algiers:Physical address: Bureau National de l’Algérie (DZFO), Commune Hydra Paradou3, rue Hamdani Lahcène, Daira Birmouradrais, Alger, AlgérieTél : 00213 21 43 53 95 /66 Fax : 00213 21 43 53 92

23. Ouagadougou:Physical address: Bureau National du Burkina Faso (BFFO), 5ème étage Immeuble Administratif et Technique de l’ARCEP, (Autorité Nationale de Régulation des Communications Electroniques et de Postes) - Ouaga 2000, 10 BP 13680 Ouagadougou 10, Burkina Faso, Tel: +226 50375750/51/53 Ext. 6100-6129Fax: +226 50375749

24. Libreville:Physical address: Bureau Régional du Gabon (GAFO), Immeuble Saint GeorgesQuartier Kalikak, B.P. 4075, Libreville, GabonTel: +241 01 44 29 52 / +241 01 44 29 53 Ext. 6600-6649Fax: +241 01 44 29 51

25. Antananarivo:Physical address: Bureau National de Madagascar (MGFO), 9ème étage, Immeuble Fitaratra Ankorondrano, Rue Ravoninahitriniarivo, BP 1718 Analakely, Antananarivo 101, MadagascarTel: (261) 2022 643 61, 202264189 Ext. 6000-6029Fax: (261) 2022 642 32

26. Bamako:Physical address: Bureau National du Mali (MLFO), Immeuble SODIES ACI-2000Rue 286, angle derrière BNDA BP. 2950 – Bamako, MaliTél : (223) 20 22 28 85/20 22 28 72/20 22 76 20/20 22 76 24Fax : (223) 20 22 29 13Ext : 7200 – 7234

27. Kigali:Physical address:African Development Bank – Rwanda Field OfficeGlory House, 3-4th Floor, Avenue de l’UmugandaPo.Box.7329 Kigali, RwandaTel: +250 252 504250, Fax : +250 252 504298

28. Lome:Physical address:Banque Africaine de DéveloppementBureau National du Togo (TGFO) ; Immeuble de la BOAD - 6e étage 68, Avenue de la Libération, 01 B.P. 2722 Lomé, Togo Tel: +228 22 20 31 23

36

29. Harare: Physical address: 5th Floor Joina City Cnr. Jason Moyo Ave/Julius NyerereWay, Harare, Zimbabwe Tel: (+263) 4 752 917/838, (+263) 4 758 877, (+263) 4 750 399 Fax: (+263) 4 779 398

30. Bujumbura:Physical address: Banque Africaine de DéveloppementBureau National du Burundi(BIFO)10, Rue des Travailleurs, Kiriri, Rohero , Bujumbura, Burundi, B.P 7543, Tel : (+257)22277823/24

31. Juba: Physical address:African Development Bank, South Sudan Country OfficeKoita Complex, Ministries RoadP.O.Box 622, Juba South SudanTel.211956450033/+211955007777/211957109328

32. Tokyo:Physical address:

33. Kinshasa: Physical address: Boulevard du 30 Juin. Immeuble de la BCDC (Banque Commerciale du Congo),6e Etage - Kinshasa NRC Kinshasa 340,Kinshasa IRépublique Démocratique du CongoTel: +243 815 560 291 / +243 970069701 Ext. 6341-6399,Fax: +243 815 560 294

34. Monrovia:Physical address: Liberia Country Office, Sophie Community, Old Congo Town,P.O. Box 1844, 1000 Monrovia, 10 Liberia.Tel.: +231 777 11 773/777 11 775

37

Annex 6

African Development BankTemporary Relocation Agency


List of Member Countries of the Bank:

REGIONAL COUNTRIES1. Algeria 2. Angola 3. Benin 4. Botswana

5. Burkina Faso 6. Burundi 7. Cameroon 8. Cape Verde

9. Central African Rep. 10. Chad 11. Comoros 12. Congo

13. Côte d’Ivoire 14. Democratic Rep of Congo

15. Djibouti 16. Egypt

17. Equatorial Guinea 18. Eritrea 19. Ethiopia 20. Gabon

21. Gambia 22. Ghana 23. Guinea 24. Guinea Bissau

25. Kenya 26. Lesotho 27. Liberia 28. Libya

29. Madagascar 30. Malawi 31. Mali 32. Mauritania33. Mauritius 34. Morocco 35. Mozambique 36. Namibia37. Niger 38. Nigeria 39. Republic of South

Africa 40. Rwanda

41. Sao Tome & Principe

42. Senegal 43. Seychelles 44. Sierra Leone

45. Somalia 46. Sudan 47. Swaziland 48. Tanzania 49. Togo 50. Tunisia 51. Uganda 52. Zambia 53. Zimbabwe

NON REGIONAL COUNTRIES1. Argentina 2. Austria 3. Belgium 4. Brazil5. Canada 6. China 7. Denmark 8. Finland9. France 10. Germany 11. India 12. Italy13. Japan 14. Korea 15. Kuwait 16. Netherlands

17. Norway 18. Portugal 19. Saudi Arabia 20. Spain

21. Sweden 22. Switzerland 23. United Kingdom 24 United States of America.

38

Annex7:

PERFORMANCE EVALUATION

OF SERVICE PROVIDER

SERVICE CONTRACT

SERVICE PROVIDER

PURPOSE OF CONTRACT

REFERENCE OF CONTRACT

EFFECTIVENESS DATE

EXPIRY DATE

EVALUATION PERIOD

OVERALL EVALUATION RATING

TOTAL MARK

OVERALL RATING IN %

PERFORMANCE LEVEL

EVALUATED BY

APPROVED BY

ENDORSED BY CGSP.2

39

EVALUATION CRITERIA COEFFICIENT (1-3) RATING

(1-10)

TOTAL(Coef. x Rating)

COMMENT

I. CAPACITY OF SERVICE PROVIDER

1. QUALITY OF CONTRACT SUPERVISION

2. COMPLIANCE WITH REGULATIONS

3. COMPLIANCE WITH TIME LINES

4. SUPPLY

5. HUMAN RESOURCES

6. TECHNICAL RESOURCES

7. MATERIAL RESOURCES

8. APPROPRIATE MEASURES PROPOSED

9. PROACTIVE HANDLING OF PROBLEMS

10. PLANNING

11. COMPLIANCE WITH LOCAL LAWS

12. COMPLIANCE OF SERVICES

13. IDENTIFICATION OF SERVICE PROVIDER (uniform, badge, etc.)

14. MANAGERIAL EFFECTIVENESS

15. COST CONTROL

16. COMPLIANCE WITH STANDARDS

17. UPDATE CAPACITY OF INSTALLED SYSTEM

18. FLEXIBLE HOURS

19. COMPLIANCE WITH CONTRACT CLAUSES

20. COMPLIANCE WITH TOR/ TECHNICAL SPECIFICATIONS

21. RESPECT FOR ENVIRONMENT

22. INNOVATION OF SERVICES

23. SKILLS TRANSFER, TRAINING

40

II. STAFF

1. AVAILABILITY OF CONTACT PERSON

2. NAME OF CONTACT PERSON (INTERFACE)

3. PERFORMANCE, QUALIFICATION, COMPETENCE OF WORKER

4. PUNCTUALITY

5. PROFESSIONALISM

6. ADJUSTMENT CAPACITY

7. RESPONSIVENESS

8. COMPLIANCE WITH INSTRUCTIONS

9. CONFIDENTIALITY

10. TIMELINESS

11. RESPECT FOR WORK ENVIRONMENT

12. QUALITY OF COLLABORATION

13. MASTERY OF WORKING SOFTWARE

14. CONDUCT / BEHAVIOUR

15. WORKING LANGUAGE

III. SERVICES

1. QUALITY OF SERVICE

2. AVAILABILITY OF SERVICE

3. CLEANLINESS

4. QUANTITY

5. VARIETY

41

Annex 8

CONTRACT FOR IMPLEMENTATION OF A HIGH SPEED POINT-TO-POINT CLEAR CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 33 LOCATIONS IN AFRICA AND JAPANCONTRACT No. ADB/ICB/CGSP/2013/0158

BETWEEN

THE AFRICAN DEVELOPMENT BANK

AND

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

xx xxxxx, 2013

42

THIS CONTRACT (together with all the Annexes and Appendices attached hereto and forming an integral part hereof), (hereinafter called the “Contract”) is entered into by and between THE AFRICAN DEVELOPMENT BANK (hereinafter referred to as the “Bank”), an International Financial Institution having its Headquarters on Avenue Joseph Anoma, 01 BP 1387, ABIDJAN 01, COTE D’IVOIRE, and operating from its Temporary Relocation Agency (TRA) in Tunis, 15 Avenue du Ghana, Angle des rues Pierre Coubertin et Hedi Nouira, BP 323, 1002 Tunis Belvedere, TUNISIA, of the one part,

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx (hereinafter referred to as the “Supplier”), a company duly incorporated and existing under the laws of xxxxxx, xxxxxxxxxxxxxxxxx, having its registered office address located xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx, of the other part.

Parties mean the Bank and the Supplier collectively, and Party means any one of them, as the context may indicate.

PREAMBLE

WHEREAS the Bank identified a need, and launched a request for proposals (RFP) under an International Competitive Bidding procurement process for Provision HIGH SPEED POINT-TO-POINT CLEAR CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 33 LOCATIONS IN AFRICA AND JAPAN Ref: ADB/ICB/CGSP/2013/0158 (which forms an integral part of this Contract);

WHEREAS the Bank has selected the Supplier for Provision of HIGH SPEED POINT-TO-POINT CLEAR CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 33 LOCATIONS IN AFRICA AND JAPAN in accordance with the terms and conditions set out under this Contract (the “Services”);

AND WHEREAS the Supplier has represented and affirmed to the Bank that it has the required qualifications, professional skills, experience, personnel, technical resources and capability to provide the required equipment and perform the required services, and has agreed to provide the Services on the terms and conditions set forth in this Contract;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE ICommencement Date and Duration of The Contract

1.1 The Supplier shall commence the Services after this Contract has been signed by both parties. Performance and payments for the services shall be effected in accordance with the Bank’s Request for Proposals (RFP) letter Ref.: ADB/ICB/CGSP/2013/0158 and upon submission by the Supplier of: (a) Invoice,(b) the required work product; and(c) Certification by the Bank’s representative that the Services have been

satisfactorily performed in accordance with the terms of this Contract.

1.2 This Contract is for three (3) years effective from its signature by both parties (the date of the last such signature being the “Commencement Date”). The Contract may, subject to satisfactory performance by the Supplier and due compliance with all the material terms and conditions, be renewed for further periods of one year each, up to a maximum of two (2) consecutive years, in accordance with the Bank’s RFP documents as amended, and on such terms and conditions as the parties may mutually agree, including modification and supply of more devices and services and adjustment of the contract price.

43

ARTICLE II

The Services, Order of Precedence of Contract Documents, and Undertakings

2.1 The Services to be performed by the Supplier under this Contract are those described in the Terms of Reference (TOR) of the RFP documents. The initial period of three (3) years covers Provision of HIGH SPEED POINT-TO-POINT CLEAR CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 33 LOCATIONS IN AFRICA AND JAPAN . Maintenance after Operational Acceptance is covered separately by a Maintenance Contract executed between the parties. The Bank’s obligation to pay Monthly recurrent Fees under the Maintenance Contract shall come into effect after Operational Acceptance.

2.2 The following documents shall constitute the Contract between the Bank and the Supplier, and each shall be read and construed as an integral part of the Contract:

(a) This contract;

(b) The Bank’s Request for Proposals (RFP) documents, Ref.: ADB/ICB/CGSP/2013/0158 : Appendix A-I

(c) Appendix B: Special Conditions of the Contract.

(d) Appendix C: General Conditions of the Contract.

(e) Appendix D: Project Implementation Plan.

(f) Appendix E: Maintenance Contract

(g) Appendix F: Service Level Agreement.

(h) Appendix G : The Supplier’s total bid - Technical and Financial/Pricing proposals, Adjusted price schedule and negotiation report if applicable as accepted by the Bank, with its forms and annexes and,

(i) Appendix H : Payment Schedule

In the event of any ambiguity or conflict between the Contract Documents listed above, the order of precedence shall be the order in which the Contract Documents are listed above.

2.3 The Supplier understand and expressly agrees that the Services under this Contract shall be performed in Phases and that the implementation of each and every subsequent phase shall be contingent on the acceptance by the Bank of the Services performed under the preceding phase as being wholly satisfactory to the Bank.

2.4 The Services shall be carried out by the personnel of the Supplier agreed to with the Bank prior to the effectiveness of this Contract and for the periods of time indicated herein. No substitution for any such personnel and of the billing rates proposed by the Supplier for the replacement personnel shall be made without the Bank’s prior written authorization such authorisation not to be unreasonably withheld.

ARTICLE IIICosts and Payments

3.1 The Bank shall pay the Supplier for Provision of HIGH SPEED POINT-TO-POINT CLEAR CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 33 LOCATIONS IN AFRICA AND JAPAN for

44

period of three (3) years, an amount not exceeding xxxxxxxxx as further specified in detail in the Payment Schedule: Appendix H.

In the event that the Bank requires additional devices, services or licences during the course of this Contract, the following unit rates shall apply

Description Pricexxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxx

3.2 The Bank shall not be obligated to make any payment under this Contract except to the extent provided in Article 1.1 of this Contract.

ARTICLE IVDuties of the Supplier

4.1 The Supplier shall conduct all contracted activities with due care and diligence, in accordance with the Contract and with the skill and care expected of a competent provider of information technologies, information systems, support, maintenance, and other related services, and in accordance with best industry practices. In particular, the Supplier shall provide and employ only technical personnel who are skilled and experienced in their respective callings and supervisory staff who are competent to adequately supervise the work at hand.

4.2 The Supplier confirms that it has entered into this Contract on the basis of a proper examination of the data relating to the System provided by the Bank and on the basis of information that the Supplier could have obtained from a visual inspection of the site (if access to the site was available) and of other data readily available to the Supplier relating to the System prior to bid submission. The Supplier acknowledges that any failure to acquaint itself with all such data and information shall not relieve its responsibility for properly estimating the difficulty or cost of successfully performing the Contract.

4.3 The Supplier shall be responsible for provision of all resources, information, and decision making under its control within the time schedule specified in the mutually agreed Project Implementation Plan. Failure to provide such resources, information, and decision-making may constitute grounds for termination of this Contract.

4.4 The Supplier shall acquire in its name all permits, approvals, and/or licenses from all local, state, or national government authorities or public service undertakings in the Bank’s country that are necessary for its performance of the Contract, including, without limitation, visas for the Supplier’s and Subcontractor’s personnel and entry permits for all imported equipment of the Supplier. The Supplier shall acquire all other permits, approvals, and/or licenses that are not the responsibility of the Bank under Article 5.3 and that are necessary for the performance of the Contract.

4.5 The Supplier shall comply with all laws in force in the country in which the Bank is situated and that are applicable to the Supplier. However, Supplier is not required to provide support or services in any country if in Supplier’s reasonable judgment any of the laws described above require Supplier to incur material incremental costs, or require Supplier to provide Supplier’s Confidential Intellectual Property to any third party, or requires Supplier to make modifications to its products in order to comply with such laws. Subject to the foregoing, the laws will include all national, provincial, municipal, or other laws that affect the performance of the Contract and are binding upon the Supplier. The Supplier shall indemnify and hold harmless the Bank from and against any and all liabilities, damages, claims, fines, penalties, and expenses of whatever nature arising or resulting from the violation of such laws by the Supplier or its personnel, including the Subcontractors and their personnel, but without prejudice to Article 4.1, that are claimed against the Bank by a governmental authority with the reasonable right to do so or that are finally upheld against the Bank by an adjudicating authority with competent jurisdiction.

45

4.6 The Supplier shall, in all dealings with its labour and the labour of its subcontractors currently employed or connected with this Contract, pay due regard to all recognized official holidays and all local laws and regulations pertaining to the employment of labour.

ARTICLE VDuties of the Bank

5.1 The Bank shall ensure the accuracy of all information and/or data to be supplied by the Bank to the Supplier, except when otherwise expressly stated in this Contract.

5.2 The Bank shall be responsible for provision of all resources, information, and decision making under its control within the time schedule specified in the Project Implementation Plan.

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

5.4 The Bank will designate appropriate staff for the training courses ( if needed) to be given by the Supplier and shall make all appropriate logistical arrangements for such training as specified in the Technical Requirements, the Project Implementation Plan, or other parts of the Contract.

5.5 The Bank assumes primary responsibility for the Operational Acceptance Test(s) for the System, in accordance with the Project Implementation Plan, and shall be responsible for the continued operation of the System after Operational Acceptance. However, this shall not limit in any way the Supplier’s responsibilities after the date of Operational Acceptance otherwise specified in the Contract.

ARTICLE VIOwnership of Reports, Equipment, Representations and Warranties

6.1 Proprietary and intellectual property rights in all documents and reports describing the System configuration, all regular maintenance reports provided, and such training Materials specifically created for the Bank by the Supplier pursuant to this Contract, (the “Deliverables”) shall be property of the Bank. The Supplier may retain copies of the deliverables provided that any material which contains Bank specific information shall not be used by the Supplier for purposes unrelated to this Contract, without the prior written authorization of the Bank. The Supplier shall retain ownership of all its pre-existing proprietary and intellectual property rights in all pre-existing products and materials, ideas, concepts, analyses, know-how, tools, frameworks, models and industry perspectives used and/or developed by the Supplier in connection with the performance of the Services under this Contract (the “Supplier’s Tools”), it being understood that none of the Supplier’s Tools shall contain the Bank’s Confidential Information. In the event that any of the Deliverables includes any of the Supplier’s Tools, the Supplier hereby grants the Bank a non-exclusive worldwide royalty-free license to use and copy the Supplier’s Tools solely as part of the Deliverables and solely for the Bank’s internal use.

46

6.2 If a third party asserts a claim against the Bank that any hardware, software, equipment, deliverable, material or other product (“Product”) that the Supplier provides to the Bank under this Contract infringes that third party's patent, trade mark, copyright or other intellectual property rights, the Supplier will defend the Bank against that claim at the Supplier’s expense and pay all costs, damages, and attorney's fees awarded against the Bank or that are included in a settlement approved in advance by the Supplier, provided that Bank:(a) - promptly notifies the Supplier in writing of the claim, and(b) - allows the Supplier to control, and reasonably cooperates with the Supplier in, the defense and any related settlement negotiations.

If such a claim is made, the Bank shall inform the Supplier for the Supplier to either (i) obtain a license to enable the Bank to continue to use the Product concerned, in accordance with the terms of this Contract, (ii) modify the infringing Product to avoid infringement, or (iii) replace the Product, without additional charges to the Bank, with one that is compatible, functionally equivalent and non-infringing. If the Supplier determines that none of the foregoing alternatives is reasonably available, then on the Supplier’s written request, the Bank shall return the Product to the Supplier and discontinue its use. The Supplier shall then give the Bank a prorated refund of the cost of the Product based on a five (5) year life beginning on the date of Operational Acceptance.

6.3 The Supplier hereby acknowledges that all computer hardware, software and other equipment supplied in accordance with the terms of this Contract and paid for out of the funds disbursed by the Bank pursuant to the provisions of this Contract is property of the Bank. The risk in such property shall pass to the Bank only upon the hardware, software and other equipment being accepted by the Bank as having been supplied in accordance with the terms of this Contract and in a condition fit to meet the Bank’s needs as specified in this Contract. The Bank shall only be liable to pay the Supplier for the products, software, materials and other equipment after they have been delivered to, and accepted by, the Bank pursuant to the terms of this Contract. The Supplier shall take all steps required under the laws of Tunisia and all other relevant jurisdictions where the hardware, software or other equipment may be licensed, to pass good and effective title to the Bank in compliance with such applicable laws, rules and regulations. For avoidance of doubt all software provided under this Contract is licensed not sold and all Intellectual Property rights in such software are retained by Supplier.

6.4 The Supplier represents and warrants that it has full power and authority to grant the rights granted by this Contract to the Bank, without exception, with respect to the hardware, software and equipment supplied under this contract without further consent of any other person. The Supplier further represents and warrants that neither the supply, nor purchase, nor license to, and use by, the Bank of any hardware, software, equipment and documentation provided by the Supplier under this Contract will in any way constitute an infringement or other violation of any copyright, trademark, patent, or other intellectual or proprietary or other rights of any third party.

6.5 No party shall at any time without written authorization from the other party, communicate to any third party any Confidential Information disclosed to it for the purpose of, or obtained in the course of, performing its obligations under this Contract. For purposes of this paragraph, “Confidential Information” means (a) any information of Supplier or Bank that, if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure, or, if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure; or (b) any information that, under the circumstances of disclosure, a person exercising reasonable business judgment would

47

understand to be confidential or proprietary. Without limiting the foregoing, Supplier Confidential Information include the Software and Documentation.

6.6 The obligations under Article 6.5 of this Contract will not be deemed to have been breached to the extent that Confidential Information: (a) is disclosed solely in order to comply with obligations, or exercise rights, under this Contract; or (b) is in the public domain other than due to a breach of Article 6.5; or (c) is independently and legally developed or acquired without the obligation of confidentiality; or (d) is legally required to be disclosed by operation of law or judicial process, provided that the party required to make such disclosure has been given prompt prior notice of any such request for disclosure to allow the other party a reasonable opportunity to obtain a protective order. Where a party discloses Confidential Information to another person or entity pursuant to Article 6.5 above, the disclosing party will (a) notify the receiving person that the information is Confidential Information and (b) not provide the Confidential Information unless the receiving person agrees to comply with the terms and conditions set forth in Article 6.5 above. In every instance, the disclosing party shall notify the other party (a) prior to making any such disclosure and (b) promptly of any breach of its confidentiality obligations when it has learnt of such a breach.

6.7 The parties agree that during the term of this Contract and for 5 years thereafter each party and any entity affiliated with such party, as well as any personnel or affiliate of such party, shall not disclose or use any Confidential Information of the disclosing party on behalf, or for the benefit of any third party.

6.8 The Supplier warrants that the hardware, software and equipment supplied under this Contract shall be free from defect in the design, engineering, materials and workmanship that prevent the System and/or any of its components from fulfilling the Technical requirements or that limit in a material way the performance, reliability, or extensibility of the System and/or Subsystems.

6.9 In addition, the Supplier warrants that: all hardware components to be incorporated into the System (i) form part of the Supplier’s and/or subcontractor’s current product lines, (ii) have been previously released to the market, and (iii) those specific items identified in the RFP have been in the market for at least the minimum periods specified in the RFP. The Warranty Period shall commence from the date of Operational Acceptance of the System (or of any major component or Subsystem for which separate Operational Acceptance is provided for in the Contract) and shall extend for twelve (12) months. The cost of Maintenance and Support applies during the Warranty Period.

6.10 If during the Warranty Period any defect, should be found in the design, engineering, materials, and workmanship of the hardware, software and other equipment supplied by the Supplier, the Supplier shall promptly, in consultation and agreement with the Bank regarding appropriate remedying of the defective parts, hardware and software; and at its sole cost, repair, replace, or otherwise make good such defect as well as any damage to the system caused by such defect. The Supplier shall also replace, as part of its maintenance duty under this warranty, parts which have become non-performing as a result of normal wear and tear.

ARTICLE VIIRecords and Reports

7.1 The Supplier shall keep accurate and systematic accounts and records in respect of the Services hereunder, in accordance with internationally accepted accounting principles and in such form and detail as will clearly identify all relevant time charges and costs and the basis thereof. The Supplier shall, on reasonable request, provide to the Bank or its designated representative the accounting information of the Supplier in relation to this Contract for a period of up to one year from the expiration or termination of this Contract.

7.2 The Supplier shall furnish to the Bank such information related to the Services as the Bank may reasonably request from time to time.

48

7.3 The Supplier shall submit to the Bank operating, maintenance and warranty instructions/manuals and training materials for hardware, equipment and software supplied under this contract as specified in the RFP in the language(s), number of copies and within the time agreed in the Project Implementation Plan.

ARTICLE VIII

Assignment

Neither party may assign this Contract without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any prohibited assignment or sublicense shall be null and void. The foregoing notwithstanding, upon written notice to the other party, either party may assign or otherwise transfer this Contract to (i) its Affiliate or (ii) the surviving entity as a result of a merger, acquisition or other consolidation, asset purchase of all or substantially all of the assets of such party, or in connection with any other transaction resulting in more than 50% of such party’s voting securities being held by the surviving entity, provided that such acquiring entity agrees in writing it will be bound by the terms and conditions of this Contract.

ARTICLE IXInsurance

9.1 The Supplier shall take out and maintain full coverage insurance against loss of or damage to equipment purchased in whole or in part with funds provided under this Contract until title to such equipment has been transferred to the Bank. The Supplier shall take out and maintain full coverage insurance against loss of or damage to their property, including papers and documents necessary for the Services.

9.2 The Supplier shall take out and maintain full coverage insurance against claims by third parties resulting from acts performed in carrying out the Services under this Contract, including Workers’ Compensation Insurance covering all of the Supplier’ personnel employed to perform Services pursuant to this Contract in accordance with any applicable Workers’ Compensation statutes including Employers’ Liability Coverage.

ARTICLE XTax Exemptions and Indemnification of the Bank

10.1 The Bank is exempt from all taxation, customs duties and other such imposts in its member countries in accordance with Article 57 of the Agreement establishing the African Development Bank. The Supplier shall not claim from the Bank any taxes, levies, license fees or any other such charges in relation to this Contract which are paid or may be payable to the municipal/local Council or any other responsible Authority in relation to this Contract and or the Services provided under this Contract. The Bank shall provide the Supplier with documentation reasonably necessary to support any such tax exemptions. If Supplier improperly charges Bank for any such taxes, the Supplier hereby authorizes the Bank to deduct the amount of any tax or other impost included on any invoice presented by the Supplier in connection with this Contract, without any cost to the Bank.

10.2 Nothing contained in this Contract shall be construed as establishing or creating any relationship between the Bank and the Supplier other than that of independent contractor. Accordingly, each party shall accept no liability in contract or in tort or any responsibility for the acts, omissions, errors or negligence of the other party. Neither Party shall be liable to the other Party for any lost profits, indirect, consequential, incidental, punitive and special damages.

10.3 The Supplier undertakes to indemnify and hold harmless the Bank from and against any action and all losses, liabilities, costs, claims, damages and expenses (“Losses”) which the Bank may incur in relation to, arising out of, or otherwise in respect of any act,

49

omission, error or negligence of the Supplier arising from the Supplier’s performance of its obligations under this Contract, including third party claims. The Supplier shall reimburse the Bank for all costs, charges and expenses which the Bank may pay or incur in connection with investigating, disputing or defending against any such action or Losses.

10.4 Supplier will defend or settle any action brought against Bank to the extent that it is based upon a claim that the Software, as provided by supplier to Bank under this Agreement and used within the scope of this Agreement, infringes any patent or any copyright or misappropriates any trade secret, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against or payable in settlement by Bank, provided that Bank: (a) promptly notifies Supplier in writing of the claim; (b) grants Supplier sole control of the defense and settlement of the claim; and (c) provides Supplier, at Supplier’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.

10.5 Injunctions. If Bank’s use of any of the Software hereunder is, or in supplier’s opinion is likely to be, enjoined due to a claim of the type specified in Section 10.4 above, then supplier may, at its sole option and expense: (a) procure for Bank the right to continue using such Software under the terms of this Agreement; (b) replace or modify such Software so that it is non-infringing and substantially equivalent in function to the enjoined Software; or (c) if options (a) and (b) above cannot be accomplished despite Supplier’s reasonable efforts, then supplier may terminate Bank’s rights and Supplier’s obligations hereunder with respect to such Software and refund to Bank the unamortized portion of the license fees paid for such Software, based upon a straight-line five (5) year depreciation commencing as of the date of Operational Acceptance by Bank of such Software.

10.6 Sole remedy. The provisions of this section 10 set forth supplier’s sole and exclusive obligations, and bank’s sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights of any kind.

10.7 Limitation of liability. Except as provided in article 10.4, supplier’s liability to the bank for damages under this agreement, from all causes of action and under all theories of liability, shall in no event exceed one million us dollars (US$1,000,000.00). in no event shall either party be liable for any incidental, special, punitive or consequential damages, including but not limited to lost data or lost profits, however arising, even if it has been advised of the possibility of such damages, regardless of the form of action, whether based in contract, tort, or any other legal theory. The parties agree that these limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose. the parties expressly acknowledge and agree that supplier has set its prices and entered into this agreement in reliance upon the limitations of liability specified herein, which allocate the risk between supplier and bank and form an essential basis of the bargain between the parties.

10.8 The provisions set out in this Article shall survive the expiration or termination of this Contract.

ARTICLE XIForce Majeure

11.1 Neither party to this Contract shall be responsible for any delay or failure to perform its obligations under this Contract if the delay or failure is attributable to Force Majeure. “Force Majeure” means any event or condition which (a) wholly or partially delays or prevents the affected party from performing any of its obligations under this Contract, (b) is unforeseeable and unavoidable, (c) is beyond the reasonable control of the party invoking force majeure, and (d) occurs without the fault or negligence of such party

50

11.2 The party affected by force majeure shall give prompt written notice to the other party specifying the nature and probable duration of the Force Majeure, and the extent of its effects on such party's performance of its obligations under this Contract. During the continuance of such Force Majeure, the obligations of the affected party shall be suspended to the extent necessitated by such Force Majeure.

11.3 In the event of a Force Majeure which delays or prevents performance of the whole or any part of this Contract for more than thirty (30) days, either party shall have the right, by notice in writing to the other party, to terminate this Contract.

51

ARTICLE XIIAuthorized Representatives, Notices and Requests

12.1 Any action required or permitted to be taken and any document required or permitted to be executed under this Contract may be taken or executed on behalf of the Supplier by Supplier’s Chief Financial Officer or his duly designated representative.

12.2 Any notice or request required or permitted to be given or made in this Contract shall be in writing. Such notice or request shall be deemed to be duly given or made when it has been delivered by hand, registered mail, or facsimile to the party to which it is required to be given or made, at such party’s address specified below or at such other address as the party shall have specified in writing to the party giving such notice or making such request.

For the Bank: Division ManagerCorporate Procurement Division (CGSP.2)AFRICAN DEVELOPMENT BANK15 Avenue du GhanaBP 323, 1002 TUNIS BELVEDERETUNISIA

Fax: (216) 71 83 52 49

For the Supplier: Chief xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Fax: xxxxxxxxxxxxxxxxxxxxxxx

ARTICLE XIIISuspension and Termination

13.1 The Bank shall, in its reasonable judgment, be entitled by notice to the Supplier to suspend the disbursement of funds hereunder if the Supplier shall have failed to carry out any material obligation of the Supplier under this Contract.

13.2 The Bank, without prejudice to any other rights or remedies it may possess, may terminate the Contract forthwith in the following circumstances by giving a fifteen (15) days prior written notice of termination and its reasons therefore to the Supplier:

(a) if the Supplier becomes bankrupt or insolvent, has a receiving order issued against it, compounds with its creditors, or, a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Supplier takes or suffers any other analogous action in consequence of debt;

(b) if the Supplier assigns or transfers the Contract or any right or interest in violation of this Contract; or

(c) if the Supplier, in the reasonable judgment of the Bank, has engaged in corrupt or fraudulent practices in competing for or in executing the Contract, including but not limited to willful misrepresentation of facts concerning ownership of intellectual property rights in, or proper authorization and/or licenses from the owner to offer, the hardware, software, or materials provided under this Contract.

For the purposes of this Clause:

52

“corrupt practice” means the offering, giving, receiving or soliciting of any thing of value to influence the action of a public official in the procurement process or in contract execution, and includes, inter alia, bribery and extortion or coercion which involves any threat of injury to any person, property or reputation; and

“Fraudulent practice” means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the Bank, and includes collusive practices among bidders or between bidders and any Bank employee or agent (prior to or after bid submission) designed to establish bid prices at artificial or non-competitive levels.

(d) If the Supplier is in material breach of its obligations under this Contract and has not remedied the same within fifteen (15) days of being given notice of the breach by the Bank.

13.3 The Bank may terminate this Contract at any time upon not less than thirty (30) days’ written notice to the Supplier, without limitation to the foregoing. Upon receipt of such notice, the Supplier shall take immediate steps to bring the Services to a close in a prompt and orderly manner, and to reduce expenditures for this purpose to a minimum.

13.4 (a) The Supplier shall promptly notify the Bank in writing of any action or the occurrence of any event beyond the reasonable control of the Supplier which makes it impossible for the Supplier to carry out its obligations under this contract. Upon confirmation in writing by the Bank of the existence of any such situation or event or upon failure of the Bank to respond to such notice within fifteen (15) days of receipt thereof, the Supplier shall be relieved from all liability for failure to carry out such obligations. In case of disagreement between the parties as to the existence of such situation or event, the matter shall be submitted to arbitration in accordance with provisions of Article XIV of this contract.

(b) Upon such confirmation or failure to respond by the Bank or award by the arbitrators in favour of the existence of such situation or event, the Supplier may terminate this Contract by not less than thirty (30) days’ notice thereof in writing to the Bank.

(c) Upon giving such notice of termination to the Bank, the Supplier shall proceed in the same manner as set forth in Section 13.3 of this contract.

13.5 Upon termination of this Contract pursuant to the provisions of Articles 11 and 13 hereof, no payment shall be due to the Supplier except for any hardware, software, equipment, deliverables and Services satisfactorily supplied or performed in accordance with the provisions of this Contract, expenditures reasonably incurred hereunder in good faith prior to the date of such termination or incidental to the prompt and orderly termination of the Services.

13.6 The Supplier may terminate the Contract upon not less than thirty (30) days written prior notice following the Banks material breach of this Contract, which shall include but not be limited to non-payment by the Bank to the Supplier.

ARTICLE XIVDispute Resolution; Governing Law and Immunity

14.1 The Bank and the Supplier shall make every effort to resolve any disagreement or dispute arising between them under or in connection with this Contract amicably by direct informal negotiation. The party asserting the existence of a disagreement or dispute shall, promptly upon becoming aware of such disagreement or dispute, notify the other party in writing (such writing being referred to herein as the “Notice of Dispute”) specifying the nature of the disagreement or dispute, and shall also provide such other information about the disagreement or dispute as the other party may reasonably require.

53

14.2 If, after thirty (30) days from the commencement of such informal negotiations, the parties have been unable to amicably resolve the dispute or disagreement, either party shall have the right to initiate arbitration proceedings in accordance with the UNCITRAL Arbitration Rules as at present in force. The arbitral tribunal shall consist of one (1) arbitrator selected by agreement of the parties. If the parties are unable to agree on the arbitrator, the London Court of International Arbitration (LCIA) shall act as the appointing authority. The arbitration shall take place in London. The language to be used in the arbitral proceedings shall be English. The resulting award shall be final and binding on the parties and shall be in lieu of any other remedy.

14.3 The Arbitrator shall abide by the rules of Ethics for international Arbitrators established by the International Bar Association. The authority of the Arbitration Tribunal to grant relief is subject to the terms of this Arbitration clause, the terms of this Contract, and the law governing the Contract. The Arbitration Tribunal shall have no authority to award exemplary, punitive, or special damages or any other damages excluded by this Contract.

14.4 This Contract shall be governed and interpreted in accordance with English Law, excluding its conflicts of law provisions.

14.5 Nothing in this Contract shall operate or be construed as a waiver, renunciation or other modification of any right, privilege, immunity and exemption accorded to the Bank under the Agreement establishing the African Development Bank, international conventions or any other applicable law.

14.6 The provisions of this Article shall survive the termination of this Contract.

ARTICLE XV

Modification or Amendment

15.1 Except by mutual agreement in writing between the parties, no change, modification or amendment shall be made to the present Contract.

15.2 Notwithstanding the foregoing clause, the Bank may at any time order or require changes in the scope of the Services. If such changes add to, or reduce, the cost of the Services, the Contract Amount shall be adjusted accordingly, following mutual agreement between both parties.

ARTICLE XVIGuarantees

The Supplier shall complete the supply, Installation, Commissioning, and achieve Operational Acceptance of the System (or Subsystems, if specified in the Contract) within the time periods specified in the Implementation Schedule in the Technical Requirements Section and/or the mutually agreed Final Project Plan pursuant to the requirements in the RFP.

IN WITNESS WHEREOF the parties hereto, each acting through its authorized representative, have caused this Contract to be duly executed on the respective dates specified below.

FOR AFRICAN DEVELOPMENT BANK FOR THE SUPPLIER.

………………………………….. ……………………………………

…………………………………… ………………………………….. ………………………………….. ……………………………………

54

APPENDIX E

MAINTENANCE CONTRACTFOR PROVISION OF HIGH SPEED POINT-TO-POINT CLEAR CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 33 LOCATIONS IN AFRICA AND JAPAN

THIS CONTRACT is and entered into by and between THE AFRICAN DEVELOPMENT BANK (hereinafter referred to as the “Bank”), of the one part and XXXXXXXXXXX. (Hereinafter referred to as the “Supplier”), of the other part.Parties mean the Supplier and the Bank collectively, and Party means any one of them, as the context may indicate.WHEREAS the Bank and the Supplier have concluded a Contract for Provision of HIGH SPEED POINT-TO-POINT CLEAR CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 33 LOCATIONS IN AFRICA AND JAPAN AND WHEREAS the Bank and the Supplier have agreed, in accordance with the Request for Proposal (RFP) and the said contract, that the Supplier shall provide maintenance support and routine assistance in respect of firmware, software, hardware and infrastructure, as well as provide software and firmware updates and upgrades for operating system for the duration of this contract.

NOW THEREFORE, the parties hereto agree as follows:

1. SCOPE AND TERM OF CONTRACT

1.1 The purpose of this Contract is to describe the Supplier's responsibilities in the maintenance of hardware equipment and software at the Bank’s premises. The Supplier shall perform the services and carry out its obligations with due diligence, efficiency and economy, in accordance with standards specified in the Service Level Agreement. The Supplier shall observe sound management practices, and employ as appropriate advanced technology and safe methods of work. In respect of this Contract, the Supplier shall always act as a faithful adviser to the Bank and shall at all times support and safeguard the Bank’s legitimate interests in any dealings with sub-contractors or third parties.

1.2 This Maintenance Contract shall remain valid for a period of Thirty-Six (36) months commencing on the day following the Operational Acceptance date in accordance with the Contract for the for the Provision of High Speed Point-To-Point Clear Channel And MPLS Backbone Connectivity for The African Development Bank’s Offices In 33 Locations In Africa and Japan concluded between the Bank and the Supplier. Maintenance costs are detailed in the Pricing Schedule. Upon expiry of its term, this Contract may be renewed for further periods of one year each up to a maximum of two (2) consecutive years, on such terms and conditions as may be decided by the parties.

1.3 The Supplier warrants that it is qualified by the manufacturer, in case of third party products, to supply and provide maintenance services, technical or help desk support, new version upgrade and/or other services related to the Hardware and Software installed. The Supplier further warrants that its work will not negatively affect the performance of the system.

2. MONTHLY RECURRENT FEES - PAYMENT TERMS

2.1 In consideration of the provision of services hereunder, the Bank agrees to pay to the Supplier an amount detailed in the Pricing Schedule as Quarterly Fee.

55

3. OBLIGATIONS OF THE SUPPLIER

3.1 SOFTWARE MAINTENANCE AND ENHANCEMENT

3.1.1 SERVICES

- Support and Routine Assistance

The Supplier’s software support personnel shall be available to assist and consult with the staff of the Bank 24 hours a day, seven days a week. The Supplier and/or Local Representative Agent shall provide necessary support services to answer questions and to assist the Bank in resolving problems related to the use and operation of the Software supplied and installed by the Supplier. The Supplier and/or Local Representative Agent shall be responsible for training Bank’s Staff to operate new and/or upgraded Software.

- Software Errors and Corrections

So long as the Software is under a Maintenance Agreement, Supplier agrees to correct errors or defects in the products (hardware and software) sold to the Bank and to supply such corrections to the Bank at no additional charge. The Bank agrees to report promptly to the Supplier any and all errors or defects in the products, which it may discover. The Supplier shall correct the errors or defects in the products promptly after they are discovered by the Bank or are reported by the Supplier. Corrections to software shall be provided to the Bank on CD-ROM or as a download via the internet, or in the form of specific instructions to be performed by the Bank through on site intervention or electronic access to the Bank’s computers/software system.

- Enhancement and New Releases of Software and Documentation

The Supplier shall provide and Bank shall install, at no additional cost to the Bank all new versions, releases, and updates for all security related software that are used in the System, within thirty (30) days of their availability from the Supplier to other clients and no later than three (3) months after they are released in the country of origin of the Software. New releases of the Software shall be supplied on CD ROM or as a download via the internet. Appropriate documentation and installation instructions with respect to new releases shall also be provided. The Bank agrees, with the effective telephone support of the Supplier, to install each new release of Software as soon as possible.

3.2 HARDWARE MAINTENANCE AND ENHANCEMENT

3.2.1 SERVICES

The Supplier and/or Local Representative Agent shall provide the following maintenance and support services to the Hardware:

- Support and Routine Assistance

The Supplier’s support staff shall provide telephone support services to answer questions and to assist the Bank, either on the phone or through on-site intervention, in resolving problems related to the use and operation of the Hardware. Supplier shall ship replacement Hardware, via expedited courier, within one business day of determination of the need to replace any defective Hardware. Bank shall ship to Supplier within ten (10) business days, at Supplier’s cost, such defective Hardware. Supplier shall be responsible for training the Bank’s personnel to use the Hardware in case of System and/or Hardware upgrade. Support shall be provided via telephone, email and on-site intervention where necessary.

56

4. FORCE MAJEURE

If the performance of this Contract is prevented or interfered with by reason of any circumstances beyond the reasonable control of a party hereto, and which makes a party’s performance of its obligations under the Contract impossible or so impracticable as to be considered impossible under the circumstances, is unforeseeable and unavoidable, is beyond the reasonable control of such party, and occurs without the fault or negligence of such party, such party shall be excused from such performance for the duration of the force majeure, provided that the party so affected a) has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Contract, and b) has informed the other party as soon as possible about the occurrence of such an event.

5. CONTRACT AMENDMENTS

No variation in or modification of the terms of the Contract shall be made except by written amendment signed by the parties.

6. ASSIGNMENT

The Supplier shall not assign, in whole or in part, its obligations to perform under this Contract, except as otherwise provided herein.

7. SUBCONTRACTS

The Supplier shall notify the Bank in writing of all subcontracts awarded under this Contract. Such notification shall not relieve the Supplier from any liability or obligation under the Contract.

8. DELAYS IN THE SUPPLIER’S PERFORMANCE

All services to be performed under this Maintenance Contract shall be provided by the Supplier in accordance with the time schedule prescribed hereunder. If at any time during performance of this Contract, the Supplier should encounter conditions impeding timely delivery and performance of the Services, the Supplier shall promptly notify the Bank in writing of the delay, its likely duration and its cause(s). As soon as practicable after receipt of the Supplier’s notice, the Bank shall evaluate the situation and may at its discretion extend the Supplier’s time for performance, or terminate the Contract with or without claiming liquidated damages from the Supplier.

9. ENTRY INTO FORCE

This Contract shall be effective on the day following the Operational Acceptance date.



………………………………….. ……………………………………

…………………………………… ………………………………….. ………………………………….. ……………………………………

57

APPENDIX F

SERVICE LEVEL AGREEMENT

Provision of HIGH SPEED POINT-TO-POINT CLEAR CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 33 LOCATIONS IN AFRICA AND JAPAN

1. Purpose

The purpose of this Service Level Agreement (SLA) is to specify in detail the level of maintenance and support service expected from the Supplier under the Contract Provision of HIGH SPEED POINT-TO-POINT CLEAR CHANNEL AND MPLS BACKBONE CONNECTIVITY FOR THE AFRICAN DEVELOPMENT BANK’S OFFICES IN 33 LOCATIONS IN AFRICA AND JAPAN t, of which this SLA is an integral part. This SLA will evolve over time, with additional knowledge of the Bank’s requirements, as well as the introduction of new applications and services into the support portfolio provided by the Supplier.

2. Scope of the SLA

2.1 Services Provided

The following services shall be provided:

i. Preventive maintenance - All software shall undergo regular maintenance works with a view to undertaking corrective preventive maintenance actions. The frequency and content of such preventive maintenance activities shall be proposed by the Supplier and approved by the Bank within ten (10) days of the signing of this contract. The latter reserves the right to modify the proposal to better reflect its needs. In any event these activities shall include, among others, the identification, analysis and actions aimed at preventing the occurrence of potential problems.

2.1.2 Corrective maintenance - Defined as activities associated with root-cause analysis and bug-fix isolation and resolution.

2.1.3 Root-cause analysis - Analysis of the root causes of problems. Problems will be reviewed to determine their root causes, measures will be taken to correct the sources of the problems, and reports will be prepared and distributed in a timely fashion.

2.1.4 Bug fixes - Defined as the emergency repair of any system operation that does not comply with the current signed and approved system specification. This includes system errors, "hung" or halted screens, or unexpected results within the system that render it unusable for the purpose for which it was designed.

2.1.5 Adaptive maintenance – The Supplier shall provide adaptive maintenance that is activities relating to upgrades or conversions to an application due to new versions of operating environment, including operating system, application server, or database software.

2.1.6 Advice of Performance - The Bank’s Security unit will inform the Supplier of the resolution of each problem brought to its attention by e-mail.

58

2.2 Other Services

The following hardware and software application-related services shall also be provided:

2.2.1 Application monitoring – The Supplier will make every effort to conduct upon Bank’s request; periodic monitoring of the system performance to determine whether there is deterioration and advice the Bank on the same.

2.2.2 Transition of new or modified applications - When a new or modified application is ready to be transitioned into support, planning and coordination of the necessary activities between the Bank’s Security unit and the Supplier’s support team will be conducted by the Bank’s Security unit. Other requirements include: Support will commence for new or modified software immediately after

deployment. The Supplier shall make available to the Bank the required support resources

(human and other) to provide knowledge transfer for a period of 60 days after deployment of new software and/or upgrade.

2.2.3 Status reporting - monthly status reports will be completed by the Bank’s Security unit and submitted to the Supplier for all items covered by the Maintenance Contract. Monthly Status reports will be discussed by the Bank’s Security Manager or the Bank’s Chief Information Security Officer with the Supplier’s Support management to ensure that the Supplier is aware of the support issues and risks faced by the Bank.

2.2.4 Knowledge management - Recording, storing, and retrieval of information to assist in the resolution of problems will be established by the Supplier and maintained by the Bank.

2.2.5 Software licensing - Pursuant to the general conditions of the Supply, Installation and Commissioning of Hardware Equipment and Software, the Supplier shall provide all software together with the licensing appropriate to the Bank’s operations.

2.2.6 Specific training – The Bank may purchase and Supplier shall provide training for the Bank’s Staff Members. The Supplier shall provide advice and training about the services.

2.2.7 Upgrades to application software - When an upgrade to the system is released i.e. operating system drivers, firmware upgrades, and vendor-required upgrades; the Supplier shall provide and install the upgrade at no additional cost to the Bank.

3. processes and Procedures Related to this Contract

3.1 Request for Support

A request for support is defined as a request to fix a defect in existing software application and/or hardware or a malfunction in the security system as a whole. Such requests may be executed by e-mail, fax or phone call. In the latter case the Bank’s Security unit must summarize in writing for its file, the conversation held with the Supplier and/or its Local Agent. The support request sent to the Supplier shall clearly mention the severity level of the problem.

3.2 Call Management Process

The Supplier shall set up within its organization a unit in charge of recording and tracking all problem reports, inquires, or other types of calls received from the Bank.

3.3 Performance Evaluation

3.3.1 Evaluation Reporting

59

The Bank will provide regular reporting to the Supplier to indicate how the latter is performing vis-à-vis the related target performance (see below). These reports are expected to be produced by the Bank’s Security unit and will provide details on the Supplier’s performance against SLA targets.

3.3.2 Evaluation Criteria

Reporting against the SLA resolution targets will focus on the time to resolve operating problems. This evaluation will only address the support requests submitted to the Supplier for resolution. The evaluation report will be in the form of a written letter or e-mail as appropriate.

4. CHARACTERISTICS FOR PROBLEM CATEGORIZATION

4.1 Severity Codes

The following characteristics are used to identify the severity of a problem report:

Business and financial exposure Work outage Number of clients affected Workaround Acceptable resolution time

It is not necessary (nor is it likely) to have perfect match of each characteristic to categorize a problem report at a particular severity level. A given problem must be judged against each of the characteristics to make an overall assessment of which severity level best describes the problem.

60

5. SLA Key Indicators

5.1 SUMMARY OF SLA AND SERVICE CREDITS FOR MPLS BACKBONE CONNECTIVITY

SLA indicator Required SLA Value


99.99 %



3 Packet Loss Less than 0.3 %4 Pack Jitter Less than 2 milliseconds5 Mean time to repair 1 hour 5.1 Credit allocation policy for MPLS Link availability




Performance Indicators Service creditLatency > 200 ms for more than 1 hour during the service month

15% of the MRC


15% of the MRC









61






15% of the MRC


15% of the MRC



Severity 1 (Critical) Severity 2 (High) Severity 3 (Medium) Severity 4 (Low)

Business and financial exposure

The equipment failure creates a serious business and financial exposure.


The equipment failure creates a low business and financial exposure.

The equipment failure creates a minimal business and financial exposure.

Work Outage

The equipment failure causes the client to be unable to work or perform some significant portion of their job.


The equipment failure causes the client to be unable to perform some small portion of their job, but they are still able to complete most other tasks. May also include questions and requests for information.

The equipment failure causes the client to be unable to perform a minor portion of their job, but they are still able to complete most other tasks.

Number of Clients Affected

The equipment failure affects a large number of clients.


The equipment failure affects a small number of clients.

The equipment failure may only affect one or two clients.

Workaround [This bullet carries the heaviest weighting of the characteristics for Severity 1 and 2.]

62


There is no acceptable workaround to the problem (i.e., the job cannot be performed in any other way).

There is an acceptable and implemented workaround to the problem (i.e., the job can be performed in some other way).

There may or may not be an acceptable workaround to the problem.

There is likely an acceptable workaround to the problem.

Response TimeWithin one hour. Within one hour. Within eight hours or

by next business day. Within eight hours or by next business day.

Resolution Time

The maximum acceptable resolution time is 24 continuous hours, after initial response time.

The maximum acceptable resolution time is two business days.

The maximum acceptable resolution time is 3 business days.

The maximum acceptable resolution time is 5 calendar days.

63

Levels of ServiceThe service levels offered by the Supplier to the Bank are described below. The Supplier’s goal must be to meet, and even exceed, when possible, the levels of services described below.

Service Level

Severity 1, 2 Severity 3, 4

4/7 - The Supplier and/or Local Agent shall provide support 24 hours, seven days a week by phone and/or on-site intervention by operations and network service specialists.

- Support requests are taken 24 hours, seven days a week.

- Telephone call back within one hour from receipt of the request by the Supplier and/or Local Agent.

- Guaranteed delivery of hardware replacements within four (4) business days of receiving the request for support.

- Requests taken 24 hours, seven days a week.

- The Supplier and/or Local Agent shall provide support during normal working hours in the Bank, by phone and/or on-site intervention.

- Call back within one hour during normal working hours at the Supplier or Local agent.


Levels of Effort

The level of effort expected of the Supplier shall be exercised in full, either through corrective maintenance activities or through preventative maintenance activities.

6. Roles and Responsibilities of the Bank and THE SUPPLIER

6.1 The Supplier

The Supplier’s Support Team has the following general responsibilities under the Contract: The Supplier shall conduct business in a courteous and professional manner. Once a support request has been submitted, the Supplier shall make itself available

to work with the Bank’s support resource assigned to the support request. The Supplier shall continue to provide the Bank access, software, licensing, training,

documentation, and support for all software and hardware supplied. The Supplier shall provide all of the necessary and requested documentation,

information, and knowledge capital to the Bank prior to the deployment of any new application.

64

Supplier’s Support Specialists

The Bank end-users do not contact the Supplier support resources directly to report a problem. All problem calls must be logged through the Bank’s Security unit.

Conducting all root-cause analysis and bug fix isolation and resolution activities, and associated documentation for the individual tasks, as assigned by the Bank.

Acting as a point of contact for all application issues (bugs and enhancements). For enhancements, determining the potential high-level effort for all changes, and

based on that, either passing it on to a developer or completing it themselves. Identifying all tasks associated with each support request and deriving estimates for

the completion of each task. Responsible for responding to support requests. Conducting coding and testing to resolve application problems. Participating in the acceptance testing and implementation activities. Providing knowledge transfer to the Bank’s Security unit staff. Preparing status reports upon request.

6.2 The Bank

The Bank has the following general responsibilities under the Contract:

The Bank shall conduct business in the context of this Contract in a courteous and professional manner with the Supplier.

The Bank shall log all information from the Supplier required to establish contact information, document the nature of a problem and the Supplier’s hardware/network environment (as applicable).

The Bank shall attempt to resolve problems over the phone on first call. The Bank shall escalate support request to next level of severity upon approach of

established resolution targets. The Bank’s Security unit shall assign severity codes based on its analysis of the

situation.

There are several roles deployed within the Bank that are integral to the provision of support services to the Bank. These roles include the following:

Transition Officer

The Bank Transition Officer works as a point of contact for all activities relating to the transition of a new or modified application from the Supplier to the Bank’s relevant unit and the decommissioning of supported applications. Reporting to the person in charge of the Bank’s relevant unit, he/she is responsible for planning, coordinating, and overseeing the transition of a new application into support. His/her duties include:

Liaising with the Supplier’s support team head. Ensuring all required documentation, information, and knowledge capital has been

prepared, as per transition checklist, and turned over prior to the start of support for a new application.

Managing all activities relating to transition:- Identifying resource requirements, including Level of effort and technical skills.- Identifying all access requirements and tools required.- Meeting with the Supplier’s team or Local Agent to set up timetable and develop

transition plan.- Negotiating resource assignments with the person in charge of the project

Creating and ensuring currency of Support Applications Repository.

Corporate Information Management and Method Department

65

The Bank’s Project Manager will provide the overall direction of the activities of the support specialists, participate directly in the production of the associated deliverables, and will negotiate with the Supplier’s support manager regarding the classification of enhancements and the scheduling of tasks. His/her duties will include:

Ensuring SLA targets are met (coordinating all activities to ensure all tasks are performed in a consistent manner and on schedule).

Ensuring all work is performed according to the agreed-upon work methods and standards.

Participating directly in the production of the associated deliverables. Assigning severity codes to support requests and liaising with the Supplier’s team to

negotiate the scheduling of tasks, and coordinate the activities of the Supplier’s support team.



………………………………….. ……………………………………

…………………………………… ………………………………….. ………………………………….. ……………………………………

66

ANNEX 9

SERVICE LEVEL AGREEMENT (SLA)

FOR AFRICAN DEVELOPMENTBANKPurposeThe purpose of this maintenance Support Service Level Agreement (SLA) is to specify in detail the level of maintenance and support service expected from the Supplier under the Contract for XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX. This SLA will evolve over time, with additional knowledge of the Bank’s equipment requirements.Scope The Bank XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX. Services to be provided:The followings service shall be provided:

1. Preventive maintenance The Supplier commits to ensure a support of the equipment by on-site maintenance starting from the central site of the ADB located in XXXXXXXX in accordance with a timetable adopted by the two parties.Thus, the service objectives of the preventive maintenance include:

To test the correct operation of the equipment to minimise configuration errors, bugs. Analysis of the logs. Review of monitoring tools alerts The resolution of the noted anomalies. The control of the good technical state of the equipment. Free deployment of the new software. The necessary extensions, if needed, will be

charged to Bank. Assistance and advice in the best practice administration of the equipment To perform biannual review of the equipment

2. Curative maintenanceThe Supplier makes every effort to ensure the curative maintenance consisting in executing the repair works of equipments quoted in Appendix further to the breakdowns caused by a normal use which could arise. To answer the demands of intervention, The Supplier arranges following services:

A Hot line service for minor information. A service Fax or e-mail for the abnormalities of all kinds, which allows defining the

problem with certainty and pulls a sure and effective intervention. A distant intervention via public networks, from the central site of the customer. If the problem persists after exhaustion of all these forms of services, the ADB will pay for

the travel and lodging of the technician to visit the remote location for on-site resolution of the problem.

3. Obligations of the Supplier The Supplier commits to maintain and upgrade equipment, and software covered by the

present contract, in good working order. The Supplier commits to intervene further to the announcement of the breakdown by The

ADB. The Supplier will keep secret any information having a confidential character or any

technical or commercial document of The ADB, marked confidential, during the duration of the contract and one year after the end of this one.

Further to the intervention of his technicians, The Supplier will supply to The ADB a complete index card containing the nature of the problem, the made works and the measures to be taken to avoid that it reproduces.

The Supplier has to inform The ADB of a possible change of telephone numbers and\or of his address.

The maintenance contract also includes technical support which may include the followings:

Assistance in the resolution of the technical problems the equipment.

67

Assistance in the security and the reinforcement of the configuration of the equipment against the possible attempts of intrusion.

Advise and recommend any operation likely to reinforce the solution of security already installed by the Supplier.

All technical support will be supported by a signed report of the work which will indicate the followings:

The hour of call; The name of the technical support; The summary of the intervention; The duration of the intervention.

4. Processes and Procedures Related To This Contract

4.1 Request for Support

A request for support is defined as a request to fix a defect in existing equipment such requests may be executed by e-mail, fax or phone call. In the latter case the Bank Project Manager must summarize in writing for its file, the conversation held with the Supplier and/or its Local agent. The support request sent to the Supplier shall clearly mention the severity level of the problem.

4.2 Call Management ProcessThe Supplier shall set up within its organization a unit in charge of recording and tracking all problem reports, inquires, or other types of calls received from the Bank.4.3 Performance Evaluation4.3.1 Evaluation ReportingThe Bank will provide regular reporting to the Supplier to indicate how the latter is performing vis-à-vis the related target performance (see below). These reports are expected to be produced by the Bank’s support unit and will provide details on the Supplier’s performance against SLA targets.

4.3.2 Evaluation CriteriaReporting against the SLA resolution targets will focus on the time to resolve operating problems. This evaluation will only address the support requests submitted to the Supplier for resolution. The evaluation report will be in the form of a written letter or e-mail as appropriate.

5. Characteristics for problem categorizationSeverity CodesThe following characteristics are used to identify the severity of a problem report:


Work outage

Number of clients affected

Workaround

Acceptable resolution time

It is not necessary (nor is it likely) to have perfect match of each characteristic to categorize a problem report at a particular severity level. A given problem must be judged against each of the characteristics to make an overall assessment of which severity level best describes the problem.

68

7. SLA Key Indicators

The Bank will sign with the selected vendors SLAs and credit allocation policy for the MPLS backbone as summarized in table below:

7.1 SUMMARY OF SLA AND SERVICE CREDITS FOR MPLS BACKBONE CONNECTIVITY



99.99 %




7.2 Credit allocation policy for MPLS Link availability




Performance Indicators Service creditLatency > 200 ms for more than 1 hour during the service month

15% of the MRC


15% of the MRC








3 Packet Loss Less than 0.3 %4 Pack Jitter Less than 1 milliseconds

69

5 Mean time to repair 1 hour






15% of the MRC


15% of the MRC







The equipment failure creates a low business and financial exposure.

The equipment failure creates a minimal business and financial exposure.

Work Outage



The equipment failure causes the client to be unable to perform some small portion of their job, but they are still able to complete most other tasks. May also include questions and requests for information.

The equipment failure causes the client to be unable to perform a minor portion of their job, but they are still able to complete most other tasks.

Number of Clients Affected

70




The equipment failure affects a small number of clients.

The equipment failure may only affect one or two clients.

Workaround [This bullet carries the heaviest weighting of the characteristics for Severity 1 and 2.]There is no acceptable workaround to the problem (i.e., the job cannot be performed in any other way).

There is an acceptable and implemented workaround to the problem (i.e., the job can be performed in some other way).

There may or may not be an acceptable workaround to the problem.

There is likely an acceptable workaround to the problem.

Response TimeWithin one hour. Within one hour. Within eight hours or

by next business day. Within eight hours or by next business day.

Resolution Time

The maximum acceptable resolution time is 24 continuous hours, after initial response time.

The maximum acceptable resolution time is two business days.

The maximum acceptable resolution time is 3 business days.

The maximum acceptable resolution time is 5 calendar days.

71

Levels of ServiceThe service levels offered by the Supplier to the Bank are described below. The Supplier’s goal must be to meet, and even exceed, when possible, the levels of services described below.

Service Level

Severity 1, 2 Severity 3, 4

4/7 - The Supplier and/or Local Agent shall provide support 24 hours, seven days a week by phone and/or on-site intervention by operations and network service specialists.

- Support requests are taken 24 hours, seven days a week.

- Telephone call back within one hour from receipt of the request by the Supplier and/or Local Agent.


- Requests taken 24 hours, seven days a week.

- The Supplier and/or Local Agent shall provide support during normal working hours in the Bank, by phone and/or on-site intervention.

- Call back within one hour during normal working hours at the Supplier or Local agent.


Levels of EffortThe level of effort expected of the Supplier shall be exercised in full, either through corrective maintenance activities or through preventative maintenance activities.

Roles and Responsibilities of the Bank and The SupplierThe SupplierThe Supplier’s Support Team has the following general responsibilities under the Contract.

The Supplier shall conduct business in a courteous and professional manner

Once a support request has been submitted, the Supplier shall make themselves available to work with the Bank support resource assigned to the support request.

The Supplier shall continue to provide the Bank access, software, licensing, training, documentation, and support for all software supplied.

The Supplier shall provide all of the necessary and requested documentation, information, and knowledge capital to the Bank prior to the deployment of any new equipment

Supplier’s Support Specialists The Bank end users do not contact the Supplier support resources directly to report a

problem. All problem calls must be logged through the Bank Principal Network and Systems Security Analysis For enhancements, determining the potential high-level effort for all changes, and based on that, either passing it on to a developer or completing it themselves.

Identifying all tasks associated with each support request and deriving estimates for the completion of each task.

Responsibility for responding to support requests.

Conducting testing (system/integration/acceptance testing activities should be performed).

72

Participating in the acceptance testing and implementation activities.

Providing knowledge transfer to the Bank support unit staff.

Preparing monthly status reports.

The BankThe Bank has the following general responsibilities under the Contract

The Bank shall conduct business in the context of this Contract in a courteous and professional manner with the Supplier.

The Bank shall log all information from the Supplier required to establish contact information, document the nature of a problem and the Supplier’s equipment environment (as applicable).

The Bank shall attempt to resolve problems over the phone on first call.

The Bank shall escalate support request to next level of severity upon approach of established resolution targets.

The Bank support unit shall assign severity codes based on its analysis of the situation.

There are several roles deployed within the Bank that are integral to the provision of support services to the Bank. These roles include the following:

Principal Network and Systems Security Analyst will act as the task manager and will provide the overall direction of the activities of the support specialists, participate directly in the production of the associated deliverables, and will negotiate with the Supplier’s support manager regarding the classification of enhancements and the scheduling of tasks. His or her duties will include:

Ensuring SLA targets are met (coordinating all activities to ensure all tasks are performed in a consistent manner and on schedule).

Ensuring all work is performed according to the agreed-upon work methods and standards. Participating directly in the production of the associated deliverables.

Assigning severity codes to support requests and liaising with the Supplier’s team to negotiate the scheduling of tasks, and coordinate the activities of the Supplier’s support team.

Ensuring all required documentation, information, and knowledge capital has been prepared, as per transition checklist, and turned over prior to the start of support for a new equipment

Principal Network and Systems Security Analyst works as a point of contact for all activities relating to the transition of a new or modified equipment service from the Supplier to the African Development Bank’s support unit and the decommissioning of Network and Systems Security Equipment. Reporting to the person in charge of the Network and Systems Security Divisional manager, he or she is responsible for planning, coordinating, and overseeing the transition of new equipment into production.

73

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be duly executed in their respective names by their duly authorized representatives, on the respective dates specified below.


………………………………….. ……………………………………

…………………………………… ………………………………….. ………………………………….. ……………………………………

74

Annex 10

GENERAL CONDITIONS OF CONTRACT (GCC)

75

Table of Clauses

A. Contract and Interpretation 781. Definitions 782. Interpretation 813. Notices 814. Governing Law 825. Settlement of Disputes 82

B. Subject Matter of Contract 836. Scope of the System 837. Time for Commencement and Operational Acceptance 838. Supplier’s Responsibilities 839. Purchaser’s Responsibilities 84

C. Payment 8510. Contract Price 8511. Terms of Payment 8512. Securities 8513. Taxes and Duties 86

D. Intellectual Property 8714. Software License Agreements and Confidential Information 87

E. Supply, Installation, Testing, Commissioning, and Acceptance of the System 8715. Representatives 8716. Project Plan 8717. Subcontracting 8818. Design and Engineering 8819. Procurement, Delivery, and Transport 8820. Product Upgrades 8921. Implementation, Installation and Other Services 8922. Inspections and Tests 8923. Installation of the System 8924. Commissioning and Operational Acceptance 90

F. Guarantees and Liabilities 9125. Operational Acceptance, Time Guarantee, Defect Liability and Maintenance Commitment 9126. Functional Guarantees 92

G. Risk Distribution 9327. Insurances 9328. Force Majeure 9429. Termination 9430. Assignment 97

76

General Conditions of Contract

A. CONTRACT AND INTERPRETATION

1. Definitions

1.1 In this Contract, the following terms shall be interpreted as indicated below.(a) contract elements

(i) “Contract” means the agreement entered into between the Purchaser and the Supplier, together with the Contract Documents. The agreement and the Contract Documents shall constitute the Contract, and the term “the Contract” shall in all such documents be construed accordingly.

(ii) “Contract Documents” means the following documents:

(a) The General Conditions of Contract (GCC)

(b) The Special Conditions of Contract (SCC)

(c) The Technical Requirements (Including Implementation Schedule)

(d) The Supplier’s Bid and the Price Schedules Forms (FORMS 13, 14,

15 and 16) including any amendments to these Documents.

(iii) “Implementation Schedule” means the Implementation Schedule Chapter of the Technical Requirements.

(iv) “Contract Price” means the Total Bid Price specified in the Supplier’s Bid Form.(v) “Bidding Documents” refers to the collection of documents issued by the

Purchaser to instruct and inform potential suppliers of the processes for bidding, selection of the winning bid, and Contract formation, as well as the contractual conditions governing the relationship between the Purchaser and the Supplier.

(b) entities(i) “The Purchaser” or “the Bank” means the entity, the African Development Bank,

purchasing the Information System.(ii) “Project Manager” means the person appointed by the Purchaser in the manner

provided in GCC Clause 18.1 (Project Manager) and named as such in the SCC to perform the duties delegated by the Purchaser.

(iii) “Supplier” means the person(s) whose bid to perform the Contract has been accepted and is named as such in the Contract Agreement and includes the legal successors or permitted assigns of the Supplier.

(iv) “Supplier’s Representative” means any person nominated by the Supplier and named as such in the Contract Agreement and approved by the Purchaser in the manner provided in GCC Clause 18.2 (Supplier’s Representative) to perform the duties delegated by the Supplier.

(v) “Subcontractor,” means any person to whom any of the obligations of the Supplier, including preparation of any design or supply of any Information Technologies or other Goods or Services, is subcontracted directly or indirectly by the Supplier and includes its legal successors or permitted assigns.

(vi) “Purchaser’s Group” means the Purchaser, a subsidiary undertaking or holding company for the time being of the Purchaser, or a subsidiary or subsidiary undertaking for the time being of a holding company of the Purchaser.

(c) subject(i) “Information System,” also called “the System,” means all the Information

Technologies, Materials, and other Goods to be supplied, installed, integrated, and made operational (exclusive of the Supplier’s Equipment), together with the Services to be carried out by the Supplier under the Contract.

(ii) “Subsystem” means any subset of the System identified as such in the Contract that may be supplied, installed, tested, and commissioned individually before Commissioning of the entire System.

77

(iii) “Information Technologies” means all information processing and communications-related hardware, Software, supplies, and consumable items that the Supplier is required to supply and install.

(iv) “Goods” means all equipment, machinery, furnishings, Materials, and other tangible items that the Supplier is required to supply or supply and install under the Contract, including, without limitation, the Information Technologies and Materials, but excluding the Supplier’s Equipment.

(v) “Services” means all technical, logistical, management, and any other Services to be provided by the Supplier under the Contract to supply, install, customize, integrate, and make operational the System. Such Services may include, but are not restricted to, activity management and quality assurance, design, development, customization, documentation, transportation, insurance, inspection, expediting, site preparation, installation, integration, training, data migration, Pre-commissioning, Commissioning, maintenance, and technical support.

(vi) “The Project Plan” means the document to be developed by the Supplier and approved by the Purchaser, pursuant to GCC Clause 19 and the SCC, based on the requirements of the Contract and the Preliminary Project Plan included in the Supplier’s bid. For the sake of clarity, “the Agreed and Finalized Project Plan” refers to the version of the Project Plan approved by the Purchaser, in accordance with GCC Clause 19.2. Should the Project Plan conflict with the Contract in any way, the relevant provisions of the Contract, including any amendments, shall prevail.

(vii) “Software” means part of the System which are instructions that cause information processing Subsystems to perform in a specific manner or execute specific operations.

(viii) “System Software” means Software that provides the operating and management instructions for the underlying hardware and other components, and is identified as such in Appendix 4 of the Contract Agreement and such other Software as the parties may agree in writing to be Systems Software. Such System Software includes, but is not restricted to, micro-code embedded in hardware (i.e., “firmware”), operating systems, communications, system and network management, and utility software.

(ix) “General-Purpose Software” means Software that supports general-purpose office and software development activities and is identified as such in Appendix 4 of the Contract Agreement and such other Software as the parties may agree in writing to be General- Purpose Software. Such General-Purpose Software may include, but is not restricted to, word processing, spreadsheet, generic database management, and application development software.

(x) “Application Software” means Software formulated to perform specific business or technical functions and interface with the business or technical users of the System and is identified as such in Appendix 4 of the Contract Agreement and such other Software as the parties may agree in writing to be Application Software.

(xi) “Standard Software” means Software identified as such in Appendix 4 of the Contract Agreement and such other Software as the parties may agree in writing to be Standard Software.

(xii) “Custom Software” means Software identified as such in Appendix 4 of the Contract Agreement and such other Software as the parties may agree in writing to be Custom Software.

(xiii) “Source Code” means the database structures, dictionaries, definitions, program source files, and any other symbolic representations necessary for the compilation, execution, and subsequent maintenance of the Software (typically, but not exclusively, required for Custom Software).

(xiv) “Materials” means all documentation in printed or printable form and all instructional and informational aides in any form (including audio, video, and text) and on any medium, provided to the Purchaser under the Contract.

(xv) “Standard Materials” means all Materials not specified as Custom Materials.

78

(xvi) “Custom Materials” means Materials developed by the Supplier at the Purchaser’s expense under the Contract and identified as such in Appendix 5 of the Contract Agreement and such other Materials as the parties may agree in writing to be Custom Materials. Custom Materials includes Materials created from Standard Materials.

(xvii) “Intellectual Property Rights” means any and all copyright, trademark, patent, and other intellectual and proprietary rights, title and interests worldwide, whether vested, contingent, or future, including without limitation all economic rights and all exclusive rights to reproduce, fix, adapt, modify, translate, create derivative works from, extract or re-utilize data from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit or provide access electronically, broadcast, display, enter into computer memory, or otherwise use any portion or copy, in whole or in part, in any form, directly or indirectly, or to authorize or assign others to do so.

(xviii) “Supplier’s Equipment” means all equipment, tools, apparatus, or things of every kind required in or for installation, completion and maintenance of the System that are to be provided by the Supplier, but excluding the Information Technologies, or other items forming part of the System.

(d) activities(i) “Delivery” means the transfer of the Goods from the Supplier to the Purchaser

in accordance with the Incoterms specified in the Contract.(ii) “Installation” means that the System or a Subsystem was specified in the

Contract is ready for Commissioning as provided in GCC Clause 26.(iii) “Pre-commissioning” means the testing, checking, and any other required

activity that may be specified in the Technical Requirements that are to be carried out by the Supplier in preparation for Commissioning of the System as provided in the General Conditions of Contract (hereafter GCC) Clause 24.

(iv) “Commissioning” means operation of the System or any Subsystem by the Supplier following Installation, which operation is to be carried out by the Supplier as provided in GCC Clause 24.1, for the purpose of carrying out Operational Acceptance Test(s).

(v) “Operational Acceptance Tests” means the tests specified in the Technical Requirements and Agreed and Finalized Project Plan to be carried out to ascertain whether the System, or a specified Subsystem, is able to attain the functional and performance requirements specified in the Technical Requirements and Agreed and Finalized Project Plan, in accordance with the provisions of GCC Clause 24.2.

(vi) “Operational Acceptance” means the acceptance by the Purchaser of the System (or any Subsystem(s) where the Contract provides for acceptance of the System in parts), in accordance with GCC Clause 24.3.

(e) place and time(i) “Purchaser’s Country” is the host country of the Bank.(ii) “Supplier’s Country” is the country in which the Supplier is legally organized, as

named in the Contract Agreement.(iii) “Project Site(s)” means the place(s) specified in the SCC for the supply and

installation of the System.(iv) “Eligible Country” means the Bank’s member countries eligible for participation

in procurements financed by the African Development Bank. The Bank maintains a list of members countries which Bidders, Goods, and Services are eligible to participate in procurement financed by the Bank.

(v) “Effective Date” means the date of fulfillment of the following:

(vi) The Contract has been duly signed for on behalf of the Purchaser and Supplier.

(vii) “Contract Period” is the time period during which this Contract governs the relations and obligations of the Purchaser and Supplier in relation to the System, as specified in the SCC.

79

(viii) “Defect Liability Period” (also referred to as the “Warranty Period”) means the period of validity of the warranties given by the Supplier commencing at date of the Operational Acceptance Certificate of the System or Subsystem(s), during which the Supplier is responsible for defects with respect to the System (or the relevant Subsystem[s]) and other related services.

(ix) “The Post-Warranty Services Period” means the number of years defined in the SCC (if any), following the expiration of the Warranty Period during which the Supplier may be obligated to provide Software licenses, maintenance, and/or technical support services for the system, either under this Contract or under separate contract(s)).

(x) “The Coverage Period” means the Days of the Week and the hours of those Days during which maintenance, operational, and/or technical support services (if any) must be available.

2. Interpretation

2.1 Language2.1 .Unless otherwise agree, all Contract Documents, all correspondence, and communications to

be given shall be written in the language specified in the Special Conditions of Contract (hereafter SCC), and the Contract shall be construed and interpreted in accordance with that language.

2.2 Independent Supplier

The Supplier shall be an independent contractor performing the Contract. The Contract does not create any agency, partnership, joint venture, or other joint relationship between the parties to the Contract.

All employees, representatives, or Subcontractors engaged by the Supplier in connection with the performance of the Contract shall be under the complete control of the Supplier and shall not be deemed t be employees of the Purchaser, and nothing contained in the Contract or in any subcontract awarded by the Supplier shall be construed to create any contractual relationship between any such employees, representatives, or Subcontractors and the Purchaser.

2.3 Incoterms

The meaning of any trade term and the rights and obligations of parties thereunder shall be as prescribed by the current edition of Incoterms published by the International Chamber of Commerce, Paris, France

2.4 Joint Venture or Consortium

If the Supplier is a Joint Venture or consortium of two or more persons, all such firms shall be jointly and severally bound to the Purchaser for the fulfillment of the provisions of the Contract and shall designate one of such persons to act as a leader with authority to bind the Joint Venture or consortium. The composition or constitution of the Joint Venture or consortium shall not be altered without the prior consent of the Purchaser.

3. Notices

Unless otherwise stated in the Contract, all notices to be give under the Contract shall be in writing and shall be sent by personnel delivery, special express courier, facsimile to the address of the relevant party as specified in the SCC, with the following provisions.

Any notice sent by facsimile shall be confirmed within three (3) days after dispatch by notice sent by special courier, or delivered personally, except as otherwise specified in the Contract

80

4. Governing Law

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

5. Settlement of Disputes

5.1 Amicable settlement

5.1.1 If any dispute of any kind whatsoever shall arise between the Purchaser and the Supplier in connection with or arising out of the Contract, including without prejudice to the generality of the foregoing, any question regarding its existence, validity, or termination, or the operation of the System, the parties shall seek to resolve any such dispute or difference by mutual consultation. If the parties fail to resolve such a dispute or difference by mutual consultation, within fourteen (14) days after one party has notified the other in writing of the dispute or difference, then the dispute can be referred to arbitration.

5.2 Arbitration

5.2.1 The interested party must give notice to the other party of its intention to commence arbitration, as provided below, as to the matter in dispute.

5.2.2 Any dispute in respect of which a notice of intention to commence arbitration has been given, in accordance with GCC Clause 5.2.1, shall be finally settled by arbitration. Arbitration may be commenced prior to or after Installation of the Information System.

5.2.3 Arbitration proceedings shall be conducted: (i) in accordance with the UNCITRAL arbitration rules, (ii) in the place specified in the SCC, and (iii) in the language in which this Contract has been executed.

5.2.4 Decisions that, according to: (i) UNCITRAL arbitration rules, need to be made by an appointing authority, shall be made by (ii) the Appointing Authority as specified in the SCC.

5.3 Notwithstanding any reference to arbitration in this clause,

(a) the parties shall continue to perform their respective obligations under the Contract unless they otherwise agree;

(b) the Purchaser shall pay the Supplier any monies due to the Supplier;

(c) the submission of any dispute between the parties shall not be construed as constituting a waiver, renunciation, or other modification of any right, immunity, privilege or exemption accorded to the Bank under the Agreement Establishing the African Development Bank, the Agreement Establishing the Temporary Relocation Agency of the African Development Bank and the African Development Fund in Tunisia, or any applicable law.

81

B. SUBJECT MATTER OF CONTRACT

6. Scope of the System

6.1 Unless otherwise expressly limited in the SCC or Technical Requirements, the Supplier’s obligations cover the provision of all Information Technologies, Materials and other Goods as well as the performance of all Services required for the design, development, and implementation (including procurement, quality assurance, assembly, associated site preparation, Delivery, Pre-commissioning, Installation, Testing, and Commissioning) of the System, in accordance with the plans, procedures, specifications, drawings, codes, and any other documents specified in the Contract and the Agreed and Finalized Project Plan.

6.2 The Supplier shall, unless specifically excluded in the Contract, perform all such work and / or supply all such items and Materials not specifically mentioned in the Contract but that can be reasonably inferred from the Contract as being required for attaining Operational Acceptance of the System as if such work and / or items and Materials were expressly mentioned in the Contract.

6.3 The Supplier’s obligations (if any) to provide Goods and Services identified in the Related Services Price Schedule and Maintenance Cost Schedule Forms of the Supplier’s bid, such as consumables, spare parts, and technical services (e.g., maintenance, technical assistance, and operational support), are as specified in the SCC, including the relevant terms, characteristics, and timings.

7. Time for Commencement and Operational Acceptance

7.1 The Supplier shall commence work on the System within the period specified in the SCC, and without prejudice to GCC Clause 25.2, the Supplier shall thereafter proceed with the System in accordance with the time schedule specified in the Implementation Schedule in the Technical Requirements Section and any refinements made in the Agreed and Finalized Project Plan.

7.2 The Supplier shall achieve Operational Acceptance of the System (or Subsystem(s) where a separate time for Operational Acceptance of such Subsystem(s) is specified in the Contract) within the time specified in the SCC and in accordance with the time schedule specified in the Implementation Schedule in the Technical Requirements Section and any refinements made in the Agreed and Finalized Project Plan, or within such extended time to which the Supplier shall be entitled

8. Supplier’s Responsibilities

8.1 The Supplier shall conduct all contracted activities with due care and diligence, in accordance with the Contract and with the skill and care expected of a competent provider of information technologies, information systems, support, maintenance, training, and other related services, or in accordance with best industry practices. In particular, the Supplier shall provide and employ only technical personnel who are skilled and experienced in their respective callings and supervisory staff who are competent to adequately supervise the work at hand.

8.2 The Supplier confirms that it has entered into this Contract on the basis of a proper examination of the data relating to the System provided by the Purchaser and on the basis of information that the Supplier could have obtained from a visual inspection of the site (if access to the site was available) and of other data readily available to the Supplier relating to the System as at the date twenty-eight (28) days prior to bid submission. The Supplier acknowledges that any failure to acquaint itself with all such data and information shall not relieve its responsibility for properly estimating the difficulty or cost of successfully performing the Contract.

8.3 The Supplier shall be responsible for timely provision of all resources, information, and decision making under its control that are necessary to reach a mutually Agreed and Finalized Project Plan (pursuant to GCC Clause 16.2) within the time schedule specified in the Implementation Schedule in the Technical Requirements Section. Failure to provide such resources, information, and decision-making may constitute grounds for termination pursuant to GCC Clause 29.2.

8.4 The Supplier shall acquire in its name all permits, approvals, and/or licenses from all local, state, or national government authorities or public service undertakings in the Purchaser’s Country that are

82

necessary for the performance of the Contract, including, without limitation, visas for the Supplier’s and Subcontractor’s personnel and entry permits for all imported Supplier’s Equipment. The Supplier shall acquire all other permits, approvals, and/or licenses that are not the responsibility of the Purchaser under GCC Clause 9.3 and that are necessary for the performance of the Contract.

8.5 The Supplier shall comply with all laws in force in the Purchaser’s Country. The laws will include all national, provincial, municipal, or other laws that affect the performance of the Contract and are binding upon the Supplier. The Supplier shall indemnify and hold harmless the Purchaser from and against any and all liabilities, damages, claims, fines, penalties, and expenses of whatever nature arising or resulting from the violation of such laws by the Supplier or its personnel, including the Subcontractors and their personnel, but without prejudice to GCC Clause 9.1.

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

8.7 The Supplier shall permit the Bank to inspect the Supplier’s accounts and records relating to the performance of the Supplier and to have them audited by auditors appointed by the Bank, if so required by the Bank.

9. Purchaser’s Responsibilities

9.1 The Purchaser shall ensure the accuracy of all information and/or data to be supplied by the Purchaser to the Supplier, except when otherwise expressly stated in the Contract.

9.2 The Purchaser shall be responsible for timely provision of all resources, information, and decision making under its control that are necessary to reach an Agreed and Finalized Project Plan (pursuant to GCC Clause 16.2) within the time schedule specified in the Implementation Schedule in the Technical Requirements Section.

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

9.4 The Purchaser will designate appropriate staff for the training courses to be given by the Supplier and shall make all appropriate logistical arrangements for such training as specified in the Technical Requirements, SCC, the Agreed and Finalized Project Plan, or other parts of the Contract.

9.5 The Purchaser assumes primary responsibility for the Operational Acceptance Test(s) for the System, in accordance with GCC Clause 24.2, and shall be responsible for the continued operation of the System after Operational Acceptance. However, this shall not limit in any way the Supplier’s responsibilities after the date of Operational Acceptance otherwise specified in the Contract.

83

C. PAYMENT

10. Contract Price

10.1 The Contract Price shall be as specified in the signed Bid Form (Form 17)10.2 The Contract Price shall be a firm lump sum not subject to any alteration, except:

(a) in the event of a Change in the System;

(b) in accordance with the price adjustment formula (if any) specified in the SCC.10.3 The Contract Price of individual Supply Items or of Sub-systems delivered, installed, and made

operational adheres to the following terms:

(a) Foreign Goods. Goods supplied from outside the host country are priced on a DDU basis. The named place of destination and other specific requirements for the contract of carriage shall be as specified in SCC

(b) Domestic Goods.

(i) Goods offered from within the host country shall be priced free of customs duties and all taxes levied by the host country. The place of delivery is as specified in SCC.

10.4 Services required by the Contract (such as inland transport and cargo insurance for domestic goods; software development; system installation, customization, integration, commissioning, and testing; training; technical support; and other services necessary for proper installation and operation of the Information System), shall be priced free of all taxes levied by the host country

10.5 The Supplier shall be deemed to have satisfied itself as to the correctness and sufficiency of the Contract Price, which shall, except as otherwise provided for in the Contract, cover all its obligations under the Contract.

11. Terms of Payment

11.1 The Supplier’s request for payment shall be made to the Purchaser in writing, accompanied by an invoice describing, as appropriate, the System or Subsystem(s), Delivered, Pre-commissioned, Installed, and Operationally Accepted, and by documents submitted pursuant to GCC Clause 19.1.1 and upon fulfillment of other obligations stipulated in the Contract.

The Contract Price shall be paid as specified in the SCC.

11.2 No payment made by the Purchaser herein shall be deemed to constitute acceptance by the Purchaser of the System or any Subsystem(s).

11.3 Not applicable.

11.4 All payments shall be made in the currency(ies) specified in the Contract, pursuant to GCC Clause 10.

11.5 Unless otherwise specified in the SCC, payment of the Contract Price for Goods and Services supplied from outside the Purchaser’s Country shall be made to the Supplier through a confirmed irrevocable sight letter of credit to be issued by the Bank, the terms and conditions of which will be agreed prior to issuance. It is agreed that the letter of credit will be subject to the latest revision of Uniform Customs and Practice for Documentary Credits, published by the International Chamber of Commerce, Paris.

12. Securities

12.1 Issuance of SecuritiesThe Supplier shall provide the securities specified below in favor of the Purchaser at the times and in the amount, manner, and form specified below.

12.2 Advance Payment Security

84

12.2.1 The Supplier may, if it wishes and provided the performance security has been submitted and other Contract conditions fulfilled, receive an advance payment of no more than ten (10) percent of the Contract Price against delivery of an Advance Payment Security as specified in the SCC.

12.2.2 The security shall be in the form provided in the Bidding Documents (FORM 12) or in another form acceptable to the Purchaser. The amount of the security shall be reduced in proportion to the value of the System executed by and paid to the Supplier from time to time and shall automatically become null and void when the full amount of the advance payment has been recovered by the Purchaser. The security shall be returned to the Supplier immediately after its expiration.

12.3 Performance Security

12.3.1 The Supplier shall, within fifteen (15) days of the notification of Contract award, provide a security for the due performance of the Contract in the amount and currency specified in the SCC.

12.3.2 The security shall be in the form of a bank guarantee or standby irrevocable sight letter of credit, in favor of the Bank, issued by an eligible banking institution acceptable to the Bank. The letter of credit shall be confirmed in the Bank’s host country by a reputable bank, acceptable to the Bank. The format of the security shall be substantially in accordance with the sample form of Performance Security (FORM 11) included in these Bidding Documents.

13.3.3 The security shall automatically become null and void once all the obligations of the Supplier under the Contract have been fulfilled, including, but not limited to, any obligations during the Warranty Period and any extensions to the period. The security shall be returned to the Supplier no later than thirty (30) days after its expiration.

13.3.4 The security shall be reduced:

(a) pro rata by the portion of the Contract Price payable for any Subsystem(s) that has achieved Operational Acceptance, if permitted by the Contract, on the date of such Operational Acceptance;

(b) by the amount specified in the SCC, to reflect Operational Acceptance of the entire System, on the date of such Operational Acceptance, and provide for reduced coverage during the Warranty Period and Post Warranty period.

13. Taxes and Duties

13.1 Except for the tax exemptions and privileges the Purchaser and/or its operations is entitled to, or as otherwise specifically provided in the Contract, the Supplier shall bear and pay all taxes, duties, levies, and charges assessed on the Supplier, its Subcontractors, or their employees by all municipal, state, or national government authorities, both within and outside the Purchaser’s Country, in connection with the Goods and Services supplied under the Contract.

13.1 Notwithstanding GCC Clause 13.1 above, the Purchaser shall bear and promptly pay all customs clearance costs, sales or other indirect taxes imposed by law in the Purchaser’s Country on the Goods supplied under the Contract.

85

D. INTELLECTUAL PROPERTY

14. Software License Agreements and Confidential Information

14.1 Except to the extent that the Intellectual Property Rights in the Software vest in the Purchaser, the Supplier hereby grants to the Purchaser license to access and use the Software, including all inventions, designs, and marks embodied in the Software.

Such license to access and use the Software shall:(a) be:

(i) valid throughout the territory of the Purchaser’s Country and in any other country where the Purchaser maintains an office or rent facilities for its operations (or such other territory as specified in the SCC)

(ii) subject to additional restrictions (if any) as specified in the SCC.(b) permit the Software to be:

(i) reproduce for safekeeping or backup purposes;(ii) customized, adapted, or combined with other computer software for use by the Purchaser, provided that derivative software incorporating any substantial par of the delivered, restricted Software shall be subject to same restrictions as are set forth in this Contract;(iii) disclosed to, and reproduced for use by, support service suppliers and their subcontractors,

(and the Purchaser may sublicense such persons to use and copy for use the Software)to the extent reasonably necessary to the performance of their support service contracts, subject to the same restrictions as are set forth in this Contract;

(iv) disclosed to, and reproduced for use by, the Purchaser or by the Purchaser’s Group and by such other persons as are specified in the SCC (and the Purchaser may sublicense such persons to use and copy for use the Software), subject to the same restrictions as are set forth in this Contract.

14.2 The Purchaser and the Supplier (“the Receiving Party”) shall each keep confidential and shall not, without the prior written consent of the other party to this Contract (“the Disclosing Party”), divulge to any third party any documents, data, or other information of a confidential nature (“Confidential Information”)., whether such information has been furnished or generated or discovered prior to, during, or following termination of the Contract. The provisions of this Clause 14.2 shall survive the termination, for whatever reason, of the five-year contractual relationships or any longer period as may be specified in the SCC.

E. SUPPLY, INSTALLATION, TESTING, COMMISSIONING, AND ACCEPTANCE OF THE SYSTEM

15. Representatives

15.1 Project Manager

The Project Manager is named in the SCC. The Purchaser may from time to time appoint some other person as the Project Manager in place of the person previously so appointed and shall give a notice of such change to the Supplier without delay.

15.2 Supplier’s Representative

15.2.1 The Supplier’s Representative is named in the SCC.

15.2.2 Subject to the extensions and/or limitations specified in the SCC (if any), the Supplier’s Representative shall have the authority to represent the Supplier on all day-to-day matters relating to the System or arising from the Contract. The Supplier’s Representative shall give to the Project Manager all the Supplier’s notices, instructions, information, and all other communications under the Contract.

16. Project Plan

86

16.1 In close cooperation with the Purchaser and based on the Preliminary Project Plan included in the Supplier’s bid, the Supplier shall develop a Project Plan encompassing the activities specified in the Contract. The contents of the Project Plan shall be as specified in the SCC and/or Technical Requirements.

16.2 The Supplier shall formally present to the Purchaser the Project Plan in accordance with the procedure specified in the SCC.

16.4 The Supplier shall undertake to supply, install, test, and commission the System in accordance with the Agreed and Finalized Project Plan and the Contract.

16.5 The Progress and other reports specified in the SCC shall be prepared by the Supplier and submitted to the Purchaser in the format and frequency specified in the Technical Requirements or agreed.

17. Subcontracting

17.1 If applicable, a List of Approved Subcontractors attached to the Contract shall specify critical items of supply or services and a list of Subcontractors for each item that are considered acceptable by the Purchaser.

18. Design and Engineering

18.1 Technical Specifications and Drawings

18.1.1 The Supplier shall execute the basic and detailed design and the implementation activities necessary for successful installation of the System in compliance with the provisions of the Contract or, where not so specified, in accordance with good industry practice. The Supplier shall be responsible for any discrepancies, errors or omissions in the specifications, drawings, and other technical documents that it has prepared, whether such specifications, drawings, and other documents have been approved by the Project Manager or not, provided that such discrepancies, errors, or omissions are not because of inaccurate information furnished in writing to the Supplier by or on behalf of the Purchaser.

18.1.2 The Supplier shall be entitled to disclaim responsibility for any design, data, drawing, specification, or other document, or any modification of such design, drawings, specification, or other documents provided or designated by or on behalf of the Purchaser, by giving a notice of such disclaimer to the Project Manager.

18.1.3 Approval/Review of Technical Documents by Project Manager18.3.1 The Supplier shall prepare and furnish to the Project Manager the documents as specified in

the SCC for the Project Manager’s approval or review. Any part of the System covered by or related to the documents to be approved by the Project Manager shall be executed only after the Project Manager’s approval of these documents.

18.3.6 The Project Manager’s approval, with or without modification of the document furnished by the Supplier, shall not relieve the Supplier of any responsibility or liability imposed upon it by any provisions of the Contract except to the extent that any subsequent failure results from modifications required by the Project Manager or inaccurate information furnished in writing to the Supplier by or on behalf of the Purchaser.

19. Procurement, Delivery, and Transport

19.1 Unless otherwise specified in the SCC, the Supplier will provide the Purchaser with shipping and other documents, as specified below:

1) For Goods supplied from outside the Purchaser’s Country:

Upon shipment, the Supplier shall notify the Purchaser by facsimile or electronic mail, with the full details of the shipment. The Supplier shall, within 24 hours after shipment, transmit by facsimile or electronic mail copy of the airway bill or clean on board Bill of lading and a copy of the invoice to the Purchaser. The full set of original documents will be handled as per the terms and conditions of the letter of credit specified in GCC 11.5.

19.2 Customs Clearance

87

(a) The Purchaser shall bear responsibility for customs clearance of goods into the host country in accordance with the Incoterms used for pricing of foreign goods.

20. Product Upgrades

20.1 At any point during performance of the Contract, should technological advances be introduced by the Supplier for Information Technologies originally offered by the Supplier in its bid and still to be delivered, the Supplier shall be obligated to offer to the Purchaser the latest versions of the available Information Technologies having equal or better performance or functionality at the same or lesser unit prices.

20.2 At any point during performance of the Contract, for Information Technologies still to be delivered, the Supplier will also pass on to the Purchaser any cost reductions and additional and/or improved support and facilities that it offers to other clients of the Supplier in the Purchaser’s Country.

20.3 During performance of the Contract, the Supplier shall offer to the Purchaser all new versions, releases, and updates of Standard Software, as well as related documentation and technical support services, within thirty (30) days of their availability from the Supplier to other clients of the Supplier, and no later than three (3) months after they are released in the country of origin. In no case will the prices for these Software exceed those quoted by the Supplier in the Recurrent Costs Form in its bid.

20.4 During the Warranty Period unless otherwise specified in the SCC, the Supplier shall provide and install at no additional cost (i.e. labor, software and incidental costs) to the Purchaser all new versions, releases, and updates for all Software that are used in the System, within thirty (30) days of their availability from the Supplier, and no later than three (3) months after they are released in the country of origin of the Software. The Purchaser shall allow the introduction of all new versions, releases or updates of the Software provided that the new version, release, or update does not adversely affect current System operation or performance or require extensive reworking of the System. In cases where the new version, release, or update adversely affects current System operation or performance, or requires extensive reworking of the System, the Supplier shall continue to support and maintain the version or release previously in operation for as long as necessary to allow introduction of the new version, release, or update.

21. Implementation, Installation and Other Services

21.1 The Supplier shall provide all Services specified in the Contract and Agreed and Finalized Project Plan in accordance with the highest standards of professional competence and integrity.

21.2 Prices charged by the Supplier for Services, if not included in the Contract, shall be agreed upon in advance by the parties (including, but not restricted to, any prices submitted by the Supplier in the Recurrent Cost Schedules of its Bid) and shall not exceed the prevailing rates charged by the Supplier to other purchasers in the Purchaser’s Country for similar services.

22. Inspections and Tests

The Purchaser or an Agent duly authorized by the purchaser shall have the right to inspect and/or test at its own cost, any components of the System, as specified in the Technical Requirements, to confirm their good working order and/or conformity to the Contract at supplier’s facilities prior to shipment, at the point of delivery and/or at the Project Site.

23. Installation of the System

23.1 As soon as the System, or any Subsystem, has, in the opinion of the Supplier, been delivered, Pre-commissioned, and made ready for Commissioning and Operational Acceptance Testing in accordance with the Technical Requirements the SCC and the Agreed and Finalized Project Plan, the Supplier shall so notify the Purchaser in writing.

23.2 The Project Manager shall, within fourteen (14) days after receipt of the Supplier’s notice under GCC Clause 23.1, either issue an Installation Certificate or notify the Supplier in writing of any defects and/or deficiencies, including, but not limited to, defects or deficiencies in the interoperability or integration of the various components and/or Subsystems making up the System. The Supplier shall use all reasonable endeavors to promptly remedy any defect and/or deficiencies that the Project Manager has notified the Supplier of.

88

24. Commissioning and Operational Acceptance

24.1 Commissioning

24.1.1 commissioning of the System (or Subsystem if specified in the Contract) shall be commenced by the Supplier:

a) immediately after the Installation Certificate is issued by the Project Manager or as otherwise specified in the Technical Requirement or the Agreed and Finalized Project Plan.

24.2 Operational Acceptance Tests

24.2.1 The Operational Acceptance Tests (and repeats of such tests) shall be the primary responsibility of the Purchaser, but shall be conducted with the full cooperation of the Supplier during Commissioning of the System (or Subsystem[s] if specified in the Contract), to ascertain whether the System (or major component or Subsystem[s]) conforms to the Technical Requirements and meets the standard of performance quoted in the Supplier’s bid, including, but not restricted to, the functional and technical performance requirements. The Operational Acceptance Tests during Commissioning will be conducted as specified in the SCC, the Technical Requirements and/or the Agreed and Finalized Project Plan.

At the Purchaser’s discretion, Operational Acceptance Tests may also be performed on replacement Goods, upgrades and new version releases, and Goods that are added or field-modified after Operational Acceptance of the System.

24.3 Operational Acceptance

24.3.1 Subject to GCC Clause 24.4 (Partial Acceptance) below, Operational Acceptance shall occur in respect of the System, when

(a) the Operational Acceptance Tests, as specified in the Technical Requirements, and/or SCC and/or the Agreed and Finalized Project Plan have been successfully completed; or

(b) the Purchaser has put the System into production or use for sixty (60) consecutive days. If the System is put into production or use in this manner, the Supplier shall notify the Purchaser and document such use.

24.3.2 At any time after any of the events set out in GCC Clause 24.3.1 have occurred, the Supplier may give a notice to the Project Manager requesting the issue of an Operational Acceptance Certificate.

24.3.3 After consultation with the Purchaser, and within fourteen (14) days after receipt of the Supplier’s notice, the Project Manager shall:

(a) issue an Operational Acceptance Certificate; or

(b) notify the Supplier in writing of any defect or deficiencies or other reason for the failure of the Operational Acceptance Tests; or

(c) issue the Operational Acceptance Certificate, if the situation covered by GCC Paragraph 24.3.1 (b) arises.

24.3.4 The Supplier shall use all reasonable endeavors to promptly remedy any defect and/or deficiencies and/or other reasons for the failure of the Operational Acceptance Test that the Project Manager has notified the Supplier of. Once such remedies have been made by the Supplier, the Supplier shall notify the Purchaser, and the Purchaser, with the full cooperation of the Supplier, shall use all reasonable endeavors to promptly carry out retesting of the System or Subsystem. Upon the successful conclusion of the Operational Acceptance Tests, the Supplier shall notify the Purchaser of its request for Operational Acceptance Certification, in accordance with GCC Clause 24.3.3. The Purchaser shall then issue to the Supplier the Operational Acceptance Certification, in accordance with GCC Paragraph 24.3.3 (a) or notify the Supplier of further defects, deficiencies, or other reasons for the failure of the Operational Acceptance Test. The procedure set out in this GCC Clause 24.3.4 shall be repeated, as necessary, until an Operational Acceptance Certificate is issued.

89

24.3.5 If the System or Subsystem fails to pass the Operational Acceptance Test(s) in accordance with GCC Clause 24.2, then either:

(a) the Purchaser may consider terminating the Contract, pursuant to GCC Clause 29.2.2;

24.3.6 If within fourteen (14) days after receipt of the Supplier’s notice the Project Manager fails to issue the Operational Acceptance Certificate or fails to inform the Supplier in writing of the justifiable reasons why the Project Manager has not issued the Operational Acceptance Certificate, the System or Subsystem shall be deemed to have been accepted as of the date of the Supplier’s said notice.

24.4 Partial Acceptance

24.4.1 If specified in the Contract, Installation and Commissioning shall be carried out individually for each identified major component or Subsystem(s) of the System. In this event, the provisions in the Contract relating to Installation and Commissioning, including the Operational Acceptance Test, shall apply to each such major component or Subsystem individually, and Operational Acceptance Certificate(s) shall be issued accordingly for each such major component or Subsystem of the System, subject to the limitations contained in GCC Clause 24.4.2.

24.4.2 The issuance of Operational Acceptance Certificates for individual major components or Subsystems pursuant to GCC Clause 24.4.1 shall not relieve the Supplier of its obligation to obtain an Operational Acceptance Certificate for the System as a whole (if specified in the Contract) once all major components and Subsystems have been supplied, installed, tested, and commissioned.

24.4.3 In the case of minor components for the System that by their nature do not require Commissioning or an Operational Acceptance Test (e.g., minor fittings, furnishings or site works, etc.), the Project Manager shall issue an Operational Acceptance Certificate within fourteen (14) days after the fittings and/or furnishings have been delivered and/or installed or the site works have been completed. The Supplier shall, however, use all reasonable endeavors to promptly remedy any defects or deficiencies in such minor components detected by the Purchaser or Supplier.

F. GUARANTEES AND LIABILITIES

25. Operational Acceptance, Time Guarantee, Defect Liability and Maintenance Commitment

25.1 The Supplier guarantees that it shall complete the supply, Installation, Commissioning, and achieve Operational Acceptance of the System (or Subsystems, if specified in the Contract) within the time periods specified in the Implementation Schedule in the Technical Requirements Section and/or the Agreed and Finalized Project Plan pursuant to GCC Clause 7.2, or within such extended time to which the Supplier shall be entitled.

25.2 If the Supplier fails to supply, install, commission, and achieve Operational Acceptance of the System (or Subsystems if specified in the Contract) within the time for achieving Operational Acceptance specified in the Implementation Schedule in the Technical Requirement or the Agreed and Finalized Project Plan, or any extension of the time for achieving Operational Acceptance previously granted, the Supplier shall pay to the Purchaser liquidated damages at the rate specified in the SCC as a percentage of the Contract Price

25.3 Unless otherwise specified in the SCC, liquidated damages payable under this GCC Clause 25.2 shall apply only to the failure to achieve Operational Acceptance of the System (and Subsystems) as specified in the Implementation Schedule in the Technical Requirements and/or Agreed and Finalized Project Plan. This Clause 25.3 shall not limit, however, any other rights or remedies the Purchaser may have under the Contract for other delays.

25.4 The Supplier warrants that the services and goods supplied under this Contract shall be free from defect in the design, engineering, materials and workmanship that prevent the System and/or any of its components from fulfilling the Technical requirements or that limit in a material fashion the performance, reliability, or extensibility of the System and/or Subsystems. He also warrants that the Information Technologies, Materials, and other Goods supplied under the Contract are new, unused, and incorporate all recent improvements in design that materially affect the System’s or Subsystem’s ability to fulfill the Technical Requirements.

90

25.4.1 Maintenance: Supplier commits to ensure the following activities over the Warranty and Post Warranty Periods

1 Hardware Maintenance: Supplier shall provide both preventive and corrective maintenance services as per the terms of the Maintenance Contract and Service Level Agreement, which are an integral part of this Contract. Manufacturer’s hardware warranty normally covers repair and spare parts replacement and shall be provided at no additional cost (i.e. labor, spare parts and incidental expenses) to the Purchaser except for any cost directly linked to special requirements of the Maintenance Contract and the Service Level Agreement not covered by manufacturer’s warranty.

2 Software Maintenance: Maintenance shall conform to the terms of the Maintenance Contract, Service Level Agreement and other provisions stipulated elsewhere in this Contract. Suppliers should note, with respect to this section, that any cost quoted during the Warranty Period should relate to activities different from those referred to in GCC 20.4.

3 Technical Support: Supplier shall provide all support related services stipulated in the maintenance contract and service level agreement and elsewhere in this Contract.

25.5 In addition, the Supplier warrants that: (i) all Goods components to be incorporated into the System from part of the Supplier’s and/or Subcontractor’s current product lines, (ii) they have been previously released to the market, and (iii) those specific items identified in the SCC (if any) have been in the market for at least the minimum periods specified in the SCC.

25.6 The Warranty Period shall commence from the date of Operational Acceptance of the System (or of any major component or Subsystem for which separate Operational Acceptance is provided for in the Contract) and shall extend for the length of time specified in the SCC.

25.7 If during the Warranty and Post Warranty Periods any defect, as described in GCC Clause 25.4 and/or the corresponding SCC, should be found in the design, engineering, Materials, and workmanship of the Information Technologies and other Goods supplied or of the Services provided by the Supplier, the Supplier shall promptly, in consultation and agreement with the Purchaser regarding appropriate remedying of the defective parts, hardware and software; and at its sole cost, repair, replace, or otherwise make good such defect as well as any damage to the System caused by such defect. Supplier shall also replace, as part of its maintenance duty under this warranty, parts which have become non-performing as a result of normal wear and tear.

25.8 The Purchaser shall give the Supplier a notice promptly following the discovery of such defect, stating the nature of any such defect together with all available evidence.

25.9 The Supplier may, with the consent of the Purchaser, remove at its cost any Information Technologies and other Goods that are defective, if the nature of the defect, and/or any damage to the System caused by the defect, is such that repairs cannot be expeditiously carried out at the site.

25.10 The Supplier commits to fully comply with the terms and conditions of the Maintenance Contract and Service Level Agreement. The terms of the Maintenance Contract and Service Level Agreement (also referred to as SLA) shall apply during the three (3) year Warranty Period called for in this Bid. The Service Level Agreement shall also apply during the Post Warranty Period as an integral part of the two (2) year Maintenance Contract which shall automatically take effect on the last day of the Warranty Period.

25.11 The Post Warranty Period shall commence automatically on the Day the Warranty Period expires. The start of the Post Warranty period coincides with the entry in force of the Maintenance Contract, which shall extend for the length of time specified in the SCC.

26. Functional Guarantees

26.1 The Supplier guarantees that, once the Operational Acceptance Certificate(s) has been issued, the System represents a complete, integrated solution to the Purchaser’s requirements set forth in the Technical Requirements and it conforms to all other aspects of the Contract. The Supplier acknowledges that GCC Clause 24 regarding Commissioning and Operational Acceptance governs how technical conformance of the System to the Contract requirements will be determined.

91

G. RISK DISTRIBUTION

27. Insurances

27.1 The Supplier shall at its own expense take out and maintain in effect, or cause to be taken out and maintained in effect, during the performance of the Contract, the insurance set forth below. The identity of the insurers and the form of the policies shall be subject to the approval of the Purchaser, who should not unreasonably withhold such approval.

(a) Cargo Insurance During Transport

as applicable, 110 percent of the price of the Information Technologies and other Goods in the currency of the contract, covering the Goods from physical loss or damage during shipment through receipt at the Project Site. The insurance should cover ALL RISKS including War, strikes, civil commotion etc…

(b) Installation “All Risks” Insurance

as applicable, 110 percent of the price of the Information Technologies and other Goods covering the Goods at the site from all risks of physical loss or damage (excluding only perils commonly excluded under “all risks” insurance policies of this type by reputable insurers) occurring prior to Operational Acceptance of the System.

(c) Third-Party Liability Insurance

On terms as specified in the SCC, covering bodily injury or death suffered by third parties (including the Purchaser’s personnel) and loss of or damage to property, such as the Bank’s property including the Information System and any subsystem that have been accepted by the Purchaser, the building housing the Bank’s site and all equipment and appurtenances thereto, occurring in connection with the supply and installation of the Information System.

27.2 The Purchaser shall be named as loss-payee under all insurance policies taken out by the Supplier pursuant to GCC Clause 27.1, except for the Third-Party Liability, and the Supplier’s Subcontractors shall be named as co-insured under all insurance policies taken out by the Supplier pursuant to GCC Clause 27.1 except for Cargo Insurance during Transport of goods to be supplied under the contract.. All insurers’ rights of subrogation against such loss-payee and co-insured for losses or claims arising out of the performance of the Contract shall be waived under such policies.

27.3 The Supplier shall deliver to the Purchaser certificates of insurance (or copies of the insurance policies) as evidence that the required policies are in full force and effect during the performance of this Contract.

92

28. Force Majeure

28.1 “Force Majeure” shall mean any event beyond the reasonable control of the Purchaser or of the Supplier, as the case may be, and which is unavoidable notwithstanding the reasonable care of the party affected and shall include, without limitation, the following:

(a) war, rebellion, revolution, insurrection, mutiny, usurpation of civil or military government, conspiracy, riot, civil commotion, and terrorist acts etc…

28.2 If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances of the event of Force Majeure within fourteen (14) days after the occurrence of such event.

28.3 The party who has given such notice shall be excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the extent that such party’s performance is prevented, hindered, or delayed. The Time for Achieving Operational Acceptance shall be extended in accordance.

29. Termination

29.1 Termination for Purchaser’s Convenience29.1.1 The Purchaser may at any time terminate the Contract for any reason by giving the Supplier a

notice of termination that refers to this GCC Clause 29.1.

29.1.2 Upon receipt of the notice of termination under GCC Clause 29.1.1, the Supplier shall either as soon as reasonably practical or upon the date specified in the notice of termination:

(a) cease all further work, except for such work as the Purchaser may specify in the notice of termination for the sole purpose of protecting that part of the System already executed, or any work required to leave the site in a clean and safe condition;

(b) remove all Supplier’s equipment from the site, repatriate the Supplier’s and its Subcontractor’s personnel from the site, remove from the site any wreckage, rubbish, and debris of any kind;

(c) in addition, the Supplier shall:

(i) deliver to the Purchaser the parts of the System executed by the Supplier up to the date of termination;

(ii) to the extent legally possible, assign to the Purchaser all right, title, and benefit of the Supplier to the system, as at the date of termination, and as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its Subcontractors;

(iii) deliver to the Purchaser all non proprietary drawings, specifications, and other documents prepared by the Supplier or its Subcontractors as of the date of termination in connection with the System.

29.1.3 In the event of termination of the Contract under GCC Clause 29.1.1, the Purchaser shall pay to the Supplier the following amounts:

(a) the Contract Price, properly attributable to the parts of the System executed by the Supplier as of the date of termination;

(b) the costs reasonably incurred by the Supplier in the removing of the Supplier’s personnel and Equipment from the site.

(c ) costs incurred by the Supplier in protecting the System and leaving the site in a clean and safe condition pursuant to GCC Clause 29.1.2 (a); and

93

(d) the costs of satisfying all obligations, commitments and claims that the Supplier may in good faith have undertaken with third parties in connection with the Contract and that are not covered by Paragraphs 29.1.3 (a) through (d) above.

29.2 Termination for Supplier’s Default

29.2.1 The Purchaser, without prejudice to any other rights or remedies it may possess, may terminate the Contract forthwith in the following circumstances by giving a notice of termination and its reasons therefore to the Supplier, referring to this GCC Clause 29.2:

(a) if the Supplier becomes bankrupt or insolvent, has a receiving order issued against it, compounds with its creditors, or, if the Supplier is a corporation, a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Supplier takes or suffers any other analogous action in consequence of debt;

(b) if the Supplier assigns or transfers the Contract or any right or interest without authorization; or

(c) if the Supplier, in the judgment of the Purchaser, has engaged in corrupt or fraudulent practices in competing for or in executing the Contract, including but not limited to willful misrepresentation of facts concerning ownership of Intellectual Property Rights in, or proper authorization and/or licenses from the owner to offer, the hardware, software, or materials provided under this Contract.

For the purposes of this Clause: “corrupt practice” means the offering, giving, receiving or soliciting of any thing of value to influence the action of a public official in the procurement process or in contract execution, and includes, inter alia, bribery and extortion or coercion which involve threats of injury to person, property or reputation; and

“fraudulent practice” means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of the Borrower, and includes collusive practices among bidders or between bidders and Borrower (prior to or after bid submission) designed to establish bid prices at artificial, non-competitive levels.

29.2.2 If the Supplier:

(a) has abandoned or repudiated the Contract;

(b) has without valid reason failed to commence work on the System promptly;

(c) persistently fails to execute the Contract in accordance with the Contract or persistently neglects to carry out its obligations under the Contract without just cause;

(d) refuses or is unable to provide sufficient Materials, Services, or labor to execute and complete the System in the manner specified in the Agreed and Finalized Project Plan at rates of progress that give reasonable assurance to the Purchaser that the Supplier can attain Operational Acceptance of the System by the Time for Achieving Operational Acceptance as extended;

then the Purchaser may, without prejudice to any other rights it may possess under the Contract, give a notice to the Supplier stating the nature of the default and requiring the Supplier to remedy the same. If the Supplier fails to remedy or to take steps to remedy the same within fourteen (14) days of its receipt of such notice, then the Purchaser may terminate the Contract forthwith by giving a notice of termination to the Supplier that refers to this GCC Clause 29.2.

29.2.3 Upon receipt of the notice of termination under GCC Clauses 29.2.1 or 29.2.2, the Supplier shall, either immediately or upon such date as is specified in the notice of termination:

(a) cease all further work, except for such work as the Purchaser may specify in the notice of termination for the sole purpose of protecting that part of the System already executed or any work required to leave the site in a clean and safe condition;

94

(b) terminate all subcontracts, except those to be assigned to the Purchaser pursuant to Paragraph 29.2.3 (d) below;

(c) deliver to the Purchaser the parts of the System executed by the Supplier up to the date of termination;

(d) to the extent legally possible, assign to the Purchaser all right, title and benefit of the Supplier to the System or Subsystems as at the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its Subcontractors;

(e) deliver to the Purchaser all drawings, specifications, and other documents prepared by the Supplier or its Subcontractors as at the date of termination in connection with the System.

29.2.4 The Purchaser may enter upon the site, expel the Supplier, and complete the System itself or by employing any third party. Upon completion of the System or at such earlier date as the Purchaser thinks appropriate, the Purchaser shall give notice to the Supplier that such Supplier’s Equipment will be returned to the Supplier at or near the site and shall return such Supplier’s Equipment to the Supplier in accordance with such notice. The Supplier shall thereafter without delay and at its cost remove or arrange removal of the same from the site.

29.2.5 Subject to GCC Clause 29.2.6, the Supplier shall be entitled to be paid the Contract Price attributable to the portion of the System executed as at the date of termination and the costs, if any, incurred in protecting the System and in leaving the site in a clean and safe condition pursuant to GCC Clause 29.2.3 (a). Any sums due the Purchaser from the Supplier accruing prior to the date of termination shall be deducted from the amount to be paid to the Supplier under this Contract.

29.2.6 If the Purchaser completes the System, the cost of completing the System by the Purchaser shall be determined. If the sum that the Supplier is entitled to be paid, pursuant to GCC Clause 29.2.5, plus the reasonable costs incurred by the Purchaser in completing the System, exceeds the Contract Price, the Supplier shall be liable for such excess. If such excess is greater than the sums due the Supplier under GCC Clause 29.2.5, the Supplier shall pay the balance to the Purchaser, and if such excess is less than the sums due the Supplier under GCC Clause 29.2.5, the Purchaser shall pay the balance to the Supplier. The Purchaser and the Supplier shall agree, in writing, on the computation described above and the manner in which any sums shall be paid.

29.3 Termination by Supplier

29.3.1 If:

(a) the Purchaser has failed to pay the Supplier any sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to the SCC, or commits a substantial breach of the Contract, the Supplier may give a notice to the Purchaser that requires payment of such sum, requires approval of such invoice or supporting documents, or specifies the breach and requires the Purchaser to remedy the same, as the case may be. If the Purchaser fails to pay such sum , fails to approve such invoice or supporting documents or give its reasons for withholding such approval, fails to remedy the breach or take steps to remedy the breach within thirty (30) days after receipt of the Supplier’s notice; or

(b) the Supplier is unable to carry out any of its obligations under the Contract for any reason attributable to the Purchaser, including but not limited to the Purchaser’s failure to provide possession of or access to the site or other areas or failure to obtain any governmental permit necessary for the execution and/or completion of the System;

then the Supplier may give a notice to the Purchaser of such events, and if the Purchaser has failed to pay the outstanding sum, to approve the invoice or supporting documents, to give its reasons for withholding such approval, or to remedy the breach within twenty-eight (28) days of such notice, or if the Supplier is still unable to carry out any of its obligations under the

95

Contract for any reason attributable to the Purchaser within twenty-eight (28) days of the said notice, the Supplier may by a further notice to the Purchaser referring to this GCC Clause 29.3.1, forthwith terminate the Contract.

29.3.2 If the Contract is terminated under GCC Clauses 29.3.1 then the Supplier shall immediately:

(a) cease all further work, except for such work as may be necessary for the purpose of protecting that part of the System already executed, or any work required to leave the site in a clean and safe condition;

(b) terminate all subcontracts, except those to be assigned to the Purchaser pursuant to Clause 29.3.3 (d) (ii);

(c) remove all Supplier’s Equipment and personnel from the site.

(d) In addition, the Supplier, subject to the payment specified in GCC Clause 29.3.3, shall:

(i) deliver to the Purchaser the parts of the System executed by the Supplier up to the date of termination;

(ii) to the extent legally possible, assign to the Purchaser all right, title, and benefit of the Supplier to the System, or Subsystems, as of the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the Supplier and its Subcontractors;

(iii) to the extent legally possible, deliver to the Purchaser all drawings, specifications, and other documents prepared by the Supplier or its Subcontractors as of the date of termination in connection with the System.

29.3.3 If the Contract is terminated under GCC Clauses 29.3.1, the Purchaser shall pay to the Supplier all payments specified in GCC Clause 29.1.3.

29.4 In this GCC Clause 29, the expression “portion of the System executed” shall include all work executed, Services provided, and all Information Technologies, or other Goods acquired (or subject to a legally binding obligation to purchase) by the Supplier and used or intended to be used for the purpose of the System, up to and including the date of termination.

29.5 In this GCC Clause 29, in calculating any monies due from the Purchaser to the Supplier, account shall be taken of any sum previously paid by the Purchaser to the Supplier under the Contract, including any advance payment paid pursuant to the SCC.

30. Assignment

30.1 Supplier shall, without the express prior written consent of the Bank, assign to any third party the Contract or any part thereof, or any right, benefit, obligation, or interest therein or thereunder, except that the Supplier shall be entitled to assign either absolutely or by way of charge any monies due and payable to it or that may become due and payable to it under this Contract.

96

RFP - Implementation of High Speed Point-To-Point Clear ...€¦ · Web viewAfrican Development...

Documents

Transcript of RFP - Implementation of High Speed Point-To-Point Clear ...€¦ · Web viewAfrican Development...