Ccag_ccap_itb_eng Jica Standard.pdf

WORKS

STANDARD BIDDING DOCUMENTS UNDER JAPANESE ODA LOANS Procurement of Works

Japan International Cooperation Agency (JICA) October 2012 version 1.1

i

Foreword These Standard Bidding Documents for Procurement of Works (SBD (Works)) have been prepared by the Japan International Cooperation Agency (JICA). These SBD (Works) are consistent with the “Guidelines for Procurement under Japanese ODA Loans”, April 2012. Their use is required for procurement of Works that are financed in whole or in part by JICA within the framework provided by the above-mentioned Guidelines. The use of these SBD (Works) is also encouraged for procurement under the “Guidelines for Procurement” published in October 1999 or March 2009, since these SBD (Works) integrate the best current practices in terms of public procurement, as well as JICA general policy. These SBD (Works) shall be used for procurement of Works remunerated according to unit prices or rates under International Competitive Bidding (ICB) procedures. They are not suitable for lump sum Contracts without adding significant changes for provisions of payment procedures and price adjustment, as well as Price Schedule and Bill of Quantity, Schedule of Activities, etc. The structure and the provisions of these SBD (Works) are harmonized with the Standard Bidding Document for Procurement of Works prepared by the Multilateral Development Banks, except for some changes required due to considerations specific to JICA. For all questions relating to the use of these SBD (Works), the appropriate JICA’s representative shall be consulted.

ii

Summary Description These Standard Bidding Documents for Procurement of Works (SBD (Works)) include both Oneenvelope (Option A) and Two-envelope (Option B) bidding procedures. The employer will choose the most adapted procedure to each circumstance. These SBD (Works) are applicable where a prequalification has taken place prior to the Invitation to bid or without such a procedure (the alternative documents included will be chosen as appropriate). A brief description of these documents is provided below.

Standard Bidding Documents for Procurement of Works Bid Notice (BN) A template of Bid notice is provided at the beginning of this SBD (Works) for reference.

PART 1 – BIDDING PROCEDURES Option A – One-envelope Bidding (Sections I and II to use for One-envelope bidding procedure) Section I.

Instructions to Bidders (ITB) This Section provides relevant information to help Bidders prepare their bids. Information is also provided on the submission, opening, and evaluation of bids and on the award of Contracts. Section I contains provisions that are to be used without modification.

Section II.

Bid Data Sheet (BDS) This Section consists of provisions that are specific to each procurement and that supplement the information or requirements included in Section I, Instructions to Bidders.

Option B – Two-envelope Bidding (Sections I and II to use for Two-envelope bidding procedure) Section I.

Instructions to Bidders (ITB) This section provides relevant information to help Bidders prepare their technical and financial bids. Information is also provided on the submission, opening, and evaluation of bids and on the award of Contracts. Section I contains provisions that are to be used without modification.

iii

Section II.

Bid Data Sheet (BDS) This Section consists of provisions that are specific to each procurement and that supplement the information or requirements included in Section I, Instructions to Bidders.

Section III. Evaluation and Qualification Criteria This Section contains the criteria to determine the lowest evaluated bid and the qualifications of the Bidder to perform the Contract. Two alternative Sections III, Evaluation and Qualification Criteria, are provided to address the possibility of having or not having prequalification of Bidders. Section IV. Bidding Forms This Section contains the forms which are to be completed by Bidders and submitted as part of their bids. Section V.

Eligible Countries for Japanese ODA Loans This Section contains information regarding eligible countries under Japanese ODA Loans.

PART TWO – WORKS REQUIREMENTS Section VI. Work Requirements This Section contains the specifications, drawings, and supplementary information that describe the Works to be procured.

PART THREE – CONTRACT Section VII. General Conditions (GC) This Section contains the general provisions applicable to all Contracts. The formulation of the provisions in this Section shall not be modified. Section VIII. Particular Conditions (PC) This Section, which contains provisions specific to each Contract, and modifies or completes the Section VII, General Conditions, shall be prepared by the Employer.

iv

Section IX. Contract Forms This Section contains forms, in particular those of the Letter of Acceptance and the Contract Agreement, which once filled, will be incorporated into the Contract. The Performance Security and the Advance Payment Security shall be provided, when required, by the successful Bidder after the awarding of the Contract.

Notes for users The use of these Standard Bidding Documents for the Procurement of Works (SBD (Works)) published by JICA is required for all procurement of Works funded under Japanese ODA Loans. These SBD (Works) have been prepared as standard documents that shall be used without adding or deleting text in the standard sections of the Documents that are to be used without changes, Section I - Instructions to Bidders (standard ITB) and Section VII - General Conditions (standard GC). If the ITB and/or GC in the Bidding Documents prepared by the Employer contain changes from the standard ITB and/or standard GC included in these SBD (Works), they will not be considered valid by JICA and the standard ITB and/or standard GC, as defined above, will be applicable. Prequalification shall follow the procedure outlined in the Standard Prequalification Documents under Japanese ODA Loans published by JICA. Prequalification is in principle required prior to bidding for large or complex Works. An alternative Section III, Evaluation and Qualification Criteria, is also included to respond to cases where the determination of Bidder qualification is conducted during the bidding procedure. All information and data specific to each Contract required by Bidders to prepare bids that meet the required conditions shall be provided by the Employer, prior to publication of the Bidding Documents, in the Big Data Sheet (Section II), the Evaluation and Qualification Criteria (Section III), the Eligible Countries for Japanese ODA Loans (Section V), the Work Requirements (Section VI), the Particular Conditions (Section VIII) and the Contract Forms (Section IX). Unless specifically authorized by JICA, the Particular Conditions shall not substantially modify the provisions of the General Conditions. The following guidelines shall be observed when using these SBD (Works) : (i) Specific details, such as the name of the Employer, the address for the submission of bids, etc., shall be indicated in the spaces provided for this purpose, by following the instructions in the bracketed italicized notes. (ii) The footnotes, “boxed” and italicized notes in these SBD (Works), with the exception of the notes on forms to be filled by the Bidders or instructions provided for Bidders, are not part of the Bidding Documents, but contain indications and instructions for the Employer. Do not incorporate them into the actual Bidding Documents. (iii) When alternative provisions or texts are shown, select those which best suit the work requirements and discard the alternative text which is not used. The time allowed for the preparation and submission of the Bidding Documents shall not be too short but shall be sufficient for Bidders to properly study the Bidding Documents, visit the site and prepare complete and responsive bids. A template of Bid notice, which is not part of the Bidding Documents, is provided below for reference.

BIDDING DOCUMENTS

For

Procurement of [insert name of the Works]

Employer: [insert name of Employer] Country: [insert name of Country] Project: [insert name of Project] Loan No: [insert number of Loan Agreement]

Table of Contents Bid notice : after prequalification..................................................................................................BN-1 Bid notice : without prequalification.............................................................................................BN-1 PART 1 - Bidding Procedures OPTION A : One-envelope Bidding Procedure Section I. Instructions to Bidders......................................................................................... ITB-1 Section II. Big Data Sheet.....................................................................................................BDS-1 OPTION B : Two-envelope Bidding Procedure Section I. Instructions to Bidders......................................................................................... ITB-1 Section II. Big Data Sheet.....................................................................................................BDS-1 Section III. Section III. Section IV. Section V.

Evaluation and Qualification Criteria (after prequalification)............................EQC-1 Evaluation and Qualification Criteria (without prequalification).......................EQC-1 Bidding Forms........................................................................................................BF-1 Eligible Countries under Japanese ODA Loans.....................................................EC-1

PART 2 - Works Requirements Section VI. Works Requirements.............................................................................................WR-1 PART 3 - Contract Section VII. General Conditions of the Contract.......................................................................GC-1 Section VIII. Particular Conditions of the Contract.....................................................................PC-1 Section IX. Contract Forms.......................................................................................................CF-1

Bid notice : after prequalification

Notes on Bid notice The Bid notice, in the case of Contracts whose procurement procedure has been preceded by a prequalification, is addressed only to the companies deemed qualified following the prequalification carried out by the Employer. This prequalification procedure shall be reviewed and approved by JICA to ensure that the resulting Contract is eligible for JICA funding (see the corresponding Article of the Guidelines for Procurement under Japanese ODA Loans). Ideally, the Bid notice shall be sent to prequalified Bidders at the same time as the prequalification results are announced. Prequalification is in principle required for large or complex work. In the case of an open invitation to bid without prequalification, the Bid notice (without prequalification) shall be used. The Bid notice shall be consistent with the information given in Section II, Big Data Sheet.

BN-1

Bid Notice Date : [insert date of publication of Bid notice] Loan Agreement No : [insert number of Loan Agreement] BN No : [insert number of Bide Notice] 1.

[Insert the name of the Borrower] has received1 a Loan from the Japan International Cooperation Agency ("JICA") to finance [insert title of project]. It is expected that part of the proceeds of this Loan will be used for eligible payments under the Contract2 of [insert Contract title].

2.

[Insert the name of the Employer] invites by this Bid notice eligible Bidders to submit their bids in a sealed envelope for the purpose of [give a brief description of the works] (“the Works”).

3.

The invitation to bid will be conducted in accordance with the procedures specified in the Guidelines for Procurement under Japanese ODA Loans and is open to all Bidders of eligible countries as defined in the Loan Agreement.

4.

Eligible prequalified Bidders may obtain additional information and review the Bidding Documents at the offices of [insert name of the service responsible for the Contract] 3 [insert mailing address, e-mail address, fax number where the Bidder may inquire, examine and obtain the documents].

5.

Interested prequalified Bidders may obtain the complete Bidding Documents upon submission of a written request to the above address and on payment of the following non-refundable fees: [insert an amount in the currency of the Borrower country or in a convertible currency]4.

1 2

3

4

Replace by "requested" if applicable Replace by "Contracts" if the invitation to bid concerns multiple Contracts. Add a new paragraph 4 whose text is as follows: "Bidders may submit bids for one or more Contracts as specified in the Bidding Documents. Bidders wishing to offer discounts, in the case of multiple Contracts, are allowed to do so, provided that these discounts are specified in the Letter of Bid"; and amend the numbering of paragraphs 4 to 7. The office where Bidders may obtain the Bidding Documents and obtain additional information may be the same or different from that of submission of bids. The printing and mailing costs must be nominal.

BN-2

6.

Bids must be delivered to the above address5 by [insert time] on [insert date] 6 and shall be accompanied by a security in the amount of [insert a fixed amount].

7.

Bids will be opened in the presence of representatives of Bidders who wish to be present at the bid opening on [insert date] at [insert time] at [insert address of office in charge].

[Insert name of office] [Insert name of person in charge] [Insert address of mail box] and/or [address] [Insert phone number, country/city codes] [Insert fax number or telegraphic address] [Insert e-mail address]

5

6

Indicate the address of bid submission, if different from the one where to obtain the Bidding Documents and where to inquire about them. The time alloted for the preparation and submission of bids shall be sufficient to enable the Bidders to collect all required information, preferably sixty (60) days, but in no case less than forty-five (45) days after the date of availability of the Bidding Documents or after the date of the Bid notice, whichever is later. This period may be extended in the case of very large projects, where a sufficient period should be allocated for the formation of joint ventures and the mobilization of the necessary resources and/or the examination of the Bidding Documents.

Bid notice : without prequalification

Notes on Bid notice If Contractors are openly invited to submit bids without a prequalification procedure, the bid notice must be made public (see the corresponding Article of the Guidelines for Procurement under Japanese ODA Loans): (a) by advertising in at least one newspaper of general circulation in the country of the Borrower; and (b)

by sending copies of the notice to JICA.

The Bid notice provides information that will enable potential Bidders to decide whether they wish to participate in the invitation to bid. In addition to a brief description of the works, the bid notice will also specify any important evaluation criteria (eg the possibility of submitting alternative technical bids) or qualification criteria (such as a minimum level of experience in works similar to those for which the Bid notice is issued). The Bid notice shall be consistent with the information given in Section II, Big Data Sheet.

BN-1

Bid Notice Date : [insert date of publication of Bid notice] Loan Agreement No : [insert number of Loan Agreement] BN No : [insert number of Bide Notice] 1.

[Insert the name of the Borrower] has received1 a Loan from the Japan International Cooperation Agency ("JICA") to finance [insert title of project]. It is expected that part of the proceeds of this Loan will be used for eligible payments under the Contract2 of [insert Contract title].

2.

[Insert the name of the Employer] invites by this Bid notice eligible Bidders to submit their bids in a sealed envelope for the purpose of [give a brief description of the works]3 (“the Works”).

3.

The invitation to bid will be conducted in accordance with the procedures specified in the Guidelines for Procurement under Japanese ODA Loans and is open to all Bidders of eligible countries as defined in the Loan Agreement.

4.

Interested eligible Bidders may obtain additional information and review the Bidding Documents at the offices of [insert name of the service responsible for the Contract]4 [insert mailing address, e-mail address, fax number where the Bidder may inquire, examine and obtain the documents].

5.

Interested Bidders may obtain the complete Bidding Documents upon submission of a written request to the above address and on payment of the following non-refundable fees: [insert an amount in the currency of the Borrower country or in a convertible currency]5.

1 2

3

4

5

Replace by "requested" if applicable Replace by "Contracts" if the invitation to bid concerns multiple Contracts. Add a new paragraph 4 whose text is as follows: "Bidders may submit bids for one or more Contracts as specified in the Bidding Documents. Bidders wishing to offer discounts, in the case of multiple Contracts, are allowed to do so, provided that these discounts are specified in the Letter of Bid"; and amend the numbering of paragraphs 4 to 8. The Works or Goods shall be briefly described, including quantities, location of the project and any other information necessary to enable potential Bidders to decide whether or not to respond to the Notice. The Bidding Documents may require Bidders to have specific experience or capabilities, such conditions shall be included in this paragraph. The office where Bidders may obtain the Bidding Documents and obtain additional information may be the same or different from that of submission of bids. The printing and mailing costs must be nominal.

BN-2

6.

The provisions of the Instructions to Bidders and of the General Conditions are those of the Standard Bidding Documents for the procurement of Works under Japanese ODA Loans.

7.

Bids must be delivered to the above address6 by [insert time] on [insert date] 7 and shall be accompanied by a security in the amount of [insert a fixed amount].

8.

Bids will be opened in the presence of representatives of Bidders who wish to be present at the bid opening on [insert date] at [insert time] at [insert address of office in charge].

[Insert name of office] [Insert name of person in charge] [Insert address of mail box] and/or [address] [Insert phone number, country/city codes] [Insert fax number or telegraphic address] [Insert e-mail address]

6

7

Indicate the address of bid submission, if different from the one where to obtain the Bidding Documents and where to inquire about them. The time alloted for the preparation and submission of bids shall be sufficient to enable the Bidders to collect all required information, preferably sixty (60) days, but in no case less than forty-five (45) days after the date of availability of the Bidding Documents or after the date of the Bid notice, whichever is later. This period may be extended in the case of very large projects, where a sufficient period should be allocated for the formation of joint ventures and the mobilization of the necessary resources and/or the examination of the Bidding Documents.

PART 1 – Bidding Procedures

OPTION A : One-envelope Bidding Procedure

Option A : Section I. Instructions to Bidders

Section I. Instructions to Bidders Notes on the Instructions to Bidders Section I, Instructions to Bidders, provides the information necessary for Bidders to prepare responsive bids in accordance with the requirements of the Employer. It also gives information on bid submission, opening, and evaluation, and on the award of the Contract. The use of standard Instructions to Bidders (hereinafter referred to as "standard ITB") in Section I of these Standard Bidding Documents (Version 1.0), issued by JICA in October 2012, is required for all Standard Bidding Documents prepared for the procurement of Works under Japanese ODA Loans. Standard ITB shall be used without modification. Any changes, acceptable to JICA, in order to respond to the specific situation of the country and to conditions specific to each Contract, shall be introduced only in the Big Data Sheet.

The Instructions to Bidders will not be part of the Contract.

Option A : Section I. Instructions to Bidders

Section I.

Instructions to Bidders

[Note to the Employer: Instructions to Bidders governing bidding procedures are the standard Instructions to Bidders of Option A: one-envelope bidding procedure of the Standard Bidding Documents for the Procurement of Works (SBD (Works)) (version 1.0) published by JICA in October 2012. A copy of these standard Instructions to Bidders may be attached to the Bidding Documents prepared by the Employer, for reference only. If the Instructions to Bidders of the Bidding Documents prepared by the Employer include changes from the standard Instructions to Bidders, JICA will not recognize them as valid and the standard Instructions to Bidders, as defined above, shall apply.

Instead of attaching a copy of the standard Instructions to Bidders to the Bidding Documents, the Employer may use the following introductory text.]

The Instructions to Bidders governing this tender procedure are the "Instructions to Bidders" of Option A : one-envelope bidding procedure of Section I of the Standard Bidding Documents for the Procurement of Works (version 1.0) published by JICA in October 2012. These Instructions to Bidders are available on the JICA website shown below:

http://www.jica.go.jp/english/our_work/types_of_assistance/oda_loans/oda_op_info/guide/tender/spanish.html

No copies of these Instructions to Bidders are attached to these Bidding Documents.

Option A : Section I. Instructions to Bidders

ITB-1

Table of Contents A. 1. 2. 3. 4. 5.

General.................................................................................................................................3 Scope of Bid.....................................................................................................................3 Source of Funds ...............................................................................................................3 Corrupt or Fraudulent Practices ......................................................................................3 Eligible Bidders...............................................................................................................5 Eligible Materials, Equipment, and Services ..................................................................6

6. 7. 8.

Contents of Bidding Documents........................................................................................6 Sections of Bidding Documents ......................................................................................6 Clarification of Bidding Documents, Site Visit, Pre-Bid Meeting..................................7 Amendments of Bidding Documents ..............................................................................8

9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20.

Preparation of Bids..............................................................................................................9 Cost of Bidding ................................................................................................................9 Language of Bid...............................................................................................................9 Documents Comprising the Bid .......................................................................................9 Letter of Bid, Price Schedule, and Bill of Quantities....................................................10 Alternative Bids.............................................................................................................10 Bid Prices and Discounts...............................................................................................11 Currencies of Bid and Payment......................................................................................12 Documents Comprising the Technical Proposal ............................................................12 Documents Establishing the Qualifications of the Bidder ............................................12 Period of Validity of Bids .............................................................................................13 Bid Security ...................................................................................................................14 Format and Signing of Bid .............................................................................................15

21. 22. 23. 24. 25.

Submission and Opening of Bids.....................................................................................15 Sealing and Marking of Bids .........................................................................................15 Deadline for Submission of Bids....................................................................................16 Late Bids........................................................................................................................16 Withdrawal, Substitution, and Modification of Bids.....................................................16 Bid Opening ...................................................................................................................17

26. 27. 28. 29. 30. 31. 32. 33.

Evaluation and Comparison of Bids ..............................................................................18 Confidentiality ...............................................................................................................18 Clarification of Bids ......................................................................................................18 Deviation, Reservations, and Omissions........................................................................19 Determination of Responsiveness .................................................................................19 Qualification of the Bidder.............................................................................................19 Nonconformities.............................................................................................................20 Nonmaterial Nonconformities........................................................................................20 Correction of Arithmetical Errors..................................................................................21

B.

C.

D.

E.

ITB-2

Option A : Section I. Instructions to Bidders

34. 35. 36. 37. 38.

Conversion to Single Currency......................................................................................21 SubContractors ..............................................................................................................22 Evaluation of Bids .........................................................................................................22 Comparison of Bids.......................................................................................................23 Employer’s Right to Accept any Bid, and to Reject Any or All Bids...........................23

39. 40. 41. 42.

Award of Contract ...........................................................................................................23 Award Criteria ...............................................................................................................23 Notification of Award....................................................................................................24 Signing of Contract........................................................................................................24 Performance Security .....................................................................................................25

F.

ITB-3

Option A : Section I. Instructions to Bidders

A. General 1. Scope of Bid

1.1

Following the Bid Notice, whose reference is shown in Section II, Bid Data Sheet (BDS), the Employer, whose name is shown in the BDS, issues these Bidding Documents (hereinafter referred to as “Bidding Documents”) for the procurement of Works as specified in Section VI, Works Requirements. The name, identification number and number of separate Contracts comprising this International Competitive Bidding (ICB) are specified in the BDS.

1.2

Throughout these Bidding Documents : (a) the term “in writing” means communicated in written form and delivered with acknowlegment of receipt; (b) except where the context requires otherwise, words indicating the singular also include the plural and words indicating the plural also include the singular; and (c) the term “day” means calendar day.

2. Source of Funds

2.1 The Borrower whose name is indicated in the BDS has received or has applied for a Japanese ODA Loan from Japan International Cooperation Agency (hereinafter called “JICA”), with the number, in the amount and on the signed date of the Loan Agreement indicated in the BDS, to finance the project indicated in the BDS. The Borrower intends to use a portion of the proceeds of the Loan for payments under the Contract (s) for which these Bidding Documents are issued. 2.2 Disbursement of a Japanese ODA Loan by JICA will be subject, in all respects, to the terms and conditions of the Loan Agreement, including the disbursement procedures and the applicable “Guidelines for Procurement under Japanese ODA Loans”, indicated in the BDS. No party other than the Borrower shall derive any rights from the Loan Agreement or have any claim to Loan proceeds. 2.3 The abovementioned Loan Agreement will cover only a part of the project’s cost. As for the remaining portion, the Borrower will take appropriate measures to ensure its funding.

3. Corrupt or 3.1 It is JICA’s policy to require that Bidders, Contractors and Borrowers Fraudulent Practices under Contracts funded by Japanese ODA Loans and other Japanese ODA observe the highest standard of ethics during procurement and execution of such Contracts. In pursuance of this policy, JICA :

ITB-4

Option A : Section I. Instructions to Bidders

(a) will reject a proposal for award if it determines that the Bidder recommended for award has engaged in corrupt or fraudulent practices in competing for the Contract in question; (b) will recognize a Bidder or Contractor as ineligible, for a period determined by JICA, to be awarded a Contract financed by Japanese ODA Loans if it, at any time, determines that the Bidder or the Contractor has engaged in corrupt or fraudulent practices in competing for or in executing another Contract funded by Japanese ODA Loans or other Japanese ODA; and (c) will recognize the ineligibility of an Contractor to award a Contract financed by Japan ODA Loans if the Contractor or a SubContractor employed directly by the Contractor have been struck off the Bank by a cross-debarment decision by Multilateral Development Banks. This period of ineligibility shall not exceed three (3) years from (and including) the date of application of the cross-debarment. “A cross-debarment decision by the Multilateral Development Banks” is a joint sanction in accordance with the agreement between the African Development Bank Group, the Asian Development Bank, the European Bank for Reconstruction and Development, the Inter-American Development Bank Group and the World Bank Group, signed on April 9, 2010 (as amended, as appropriate). JICA will recognize the World Bank Group sanctions for a period longer than one year, imposed after July 19, 2010, when the World Bank Group began imposing crossdebarment sanctions as “Cross-debarment decisions by the Multilateral Development Banks”. The list of the removed natural and legal persons is available at the email address indicated in the BDS. JICA will recognize a Bidder or Contractor ineligible for the award of a Contract financed by Japan ODA Loans if the Bidder or Contractor have been sanctioned by the World Bank Group for a period beginning on the date of the Bid Notice, if no prequalification procedure has been conducted, or on the date of the Prequalification Notice, where prequalification has taken place, and effective until the signature of the Contract, unless (i) this debarment period does not exceed one year, or (ii) three (3) years have elapsed since the debarment decision. If the Contractor is found to be ineligible for the award of a Contract in accordance with the above provisions, JICA shall in principle impose sanctions against the Contractor. If a SubContractor, having a direct Contract with the Contractor, has been excluded by the World Bank Group on the date of the subContracting Contract, JICA will in principle require the Borrower to request the Contractor to cancel the subContract immediately, unless (i) the debarment period does not exceed one (1) year, or (ii) three (3) years have elapsed since the debarment decision. If the Contractor objects to such request, JICA shall require the Borrower to declare the Contract to

Option A : Section I. Instructions to Bidders

ITB-5

be invalid or to cancel the Contract and shall request the repayment of payments made under the Loan or shall apply any other action on grounds of breach of Contract. 3.2 Furthermore, Bidders shall be aware of the provisions stated in Article 49.6 of the General Conditions. 4. Eligible Bidders 4.1 A Bidder may be a natural or legal person or any combination thereof that have entered into a JVCA Agreement or intends to enter into such an agreement, corroborated by a letter of intent. In case of JVCA, all members must be jointly and severally liable for the execution of the Contract, in accordance with the terms of the Contract. The JVCA shall appoint an agent who shall have the power to conduct all business for and on behalf of each and all members of the JVCA during the bidding procedure and during the execution of the Contract, in case the Contract would be awarded to the JVCA. 4.2 A Bidder shall not be in a conflict of interest. A Bidder shall not be engaged in any of the circumstances described below, where it is considered to be in a conflict of interest, throughout the bidding/selection process and/or during the execution of the Contract, unless the dispute has been resolved in an acceptable manner to JICA. (a) A firm will be disqualified for the procurement of goods or the provision of services other than consulting services resulting from, or directly related to, consultancy services for the preparation or implementation of a project which it would have provided or which would have provided by any affiliate directly or indirectly controlling, is controlled by, or is under common control with that firm. This provision does not apply to the various firms (consultants, Contractors or suppliers) on the sole pretext that these firms jointly fulfill the obligations of the Contractor in the context of a turnkey Contract or of a design and construction Contract. (b) A firm having a close professional relationship with any professional staff of the Borrower directly or indirectly involved in any part of (i) the preparation of the Bidding Documents for the Contract, (ii) the evaluation of bids or (iii) the supervision of the same Contract, shall be disqualified. (c) On the basis of the principle of "One bid per bidder" to ensure fair competition, a firm and any of its affiliates which controls, directly or indirectly, is controlled by, or is under common control with that firm, shall not be allowed to submit more than one bid either individually or as a JVCA. A firm (including its affiliates), acting as a SubContractor in a bid, may participate in several submissions, only as such. (d) A firm having any other form of conflict of interest than those referred to in subparagraphs (a) to (c) will be disqualified.

ITB-6

5. Eligible Materials, Equipment, and Services

Option A : Section I. Instructions to Bidders

4.3

A Bidder and all members constituting the Bidder shall be from one of the eligible countries as described in Section V, Eligible Countries for Japanese ODA Loans.

4.4

A Bidder that has been determined to be ineligible by JICA in accordance with ITB 3.1, shall not be eligible to be awarded a Contract.

4.5

This invitation to bid is only open to prequalified Bidders, unless otherwise indicated in the BDS.

4.6

A Bidder shall provide evidence of their eligibility satisfactory to the Employer, as the Employer shall reasonably request.

5.1

All materials, equipment and services to be supplied under the Contract and financed by JICA shall have their source in eligible countries of origin as listed in Section V, Eligible Countries for Japanese ODA Loans. At the Employer’s request, Bidders may be required to provide evidence of the origin of materials, equipment and services.

5.2

For purposes of ITB 5.1 above, “country of origin” means the country where materials and equipment are mined, grown, produced or manufactured, and from which the services are provided. Materials and equipment are produced when, through manufacturing, processing, or substantial or major assembling of components, a commercially recognized product results that differs substantially in its basic characteristics or in its purpose or utility from its components.

B. Contents of Bidding Documents 6. Sections of Bidding Documents

6.1

The Bidding Documents consist of 3 Parts which include all the Sections indicated below, and should be read in conjunction with any Addenda issued in accordance with ITB 8.

PART 1 : Bidding Procedures • • • • •

Section I. Instructions to Bidders (ITB) Section II. Big Data Sheet (BDS) Section III. Evaluation and Qualification Criteria (EQC) Section IV. Bidding Forms Section V. Eligible Countries for Japanese ODA Loans

PART 2 : Works Requirements • Section VI. Works Requirements

ITB-7

Option A : Section I. Instructions to Bidders

PART 3 : Contract • Section VII. General Conditions (GC) • Section VIII. Particular Conditions (PC) • Section IX. Contract Forms 6.2

The Invitation to Bid issued by the Employer is not part of the Bidding Documents.

6.3

The Employer is not responsible for the comprehensiveness of the Bidding Documents, the responses to clarification requests, the minutes of the pre-bid meeting (if provided) or amendments of the Biddings Documents issued in accordance with ITB 8, if those documents have not been obtained directly from the Employer. In case of difference, the documents published directly by the Employer shall prevail.

6.4 The Bidder shall review all instructions, forms, conditions and specifications contained in the Bidding Documents and provide all information and documents requested in the Bidding Documents 7. Clarification of Bidding Documents, Site Visit, Pre-Bid Meeting

7.1

A Bidder requiring any clarification of the Bidding Documents shall contact the Employer in writing at the Employer’s address indicated in the BDS or raise his enquiries during the pre-bid meeting, if provided, in accordance with ITB 7.4. The Employer will respond in writing to any request for clarification, provided that such request is received no later than fourteen (14) days prior to the deadline for submission of bids. The Employer shall forward copies of its response to all Bidders who have acquired the Bidding Documents in accordance with ITB 6.3, including a description of the inquiry but without identifying the requester. If specified in the BDS, the Employer will also publish its response on the website indicated in the BDS. In the event that any clarification would result in changes in the essential elements of the Bidding Documents, the Employer will amend the Bidding Documents in accordance with the procedure set out in ITB 8 and ITB 22.2.

7.2

The Bidder is advised to visit and examine the Site of Works and its surroundings and obtain for itself, on its own responsibility, all information that may be necessary for preparing the bid and entering into a Contract for the execution of the Works. The costs of visiting the Site shall be at the Bidder’s own expense.

ITB-8

8. Amendments of Bidding Documents

Option A : Section I. Instructions to Bidders

7.3

The Bidder and any of its personnel or agents will be granted permission by the Employer to enter upon its premises and lands for the purpose of such visit, but only upon the express condition that the Bidder, its personnel, and agents will release the Employer and its personnel and agents from and against all liability in respect thereof, and will be responsible for death or personal injury, loss of or damage to property and any others, costs and expenses incurred as a result of the visit.

7.4

The Bidder’s designated representative is invited to attend a prebid meeting, if provided for in the BDS. The purpose of the meeting will be to clarify issues and to answer questions on any matter that may be raised at that stage.

7.5

The Bidder is requested to submit any questions in writing, to reach the Employer not later than one (1) week before the prebid meeting.

7.6

Minutes of the pre-bid meeting, if provided, including the text of the questions raised by Bidders, without identifying the source, and the responses given, together with any responses prepared after the meeting, will be transmitted promptly to all Bidders who have acquired the Bidding Documents in accordance with ITB 6.3. Any modification to the Bidding Documents that may become necessary as a result of the pre-bid meeting shall be made by the Employer exclusively through amendments in accordance with ITB 8, and not through the minutes of the prebid meeting. Non-attendance at the pre-bid meeting will not be a cause for disqualification of a Bidder.

8.1

At any time prior to the deadline for submission of bids, the Employer may amend the Bidding Documents by issuing addenda.

8.2

Any addendum issued shall be part of the Bidding Documents and shall be communicated in writing to all Bidders who have obtained the Bidding Documents from the Employer in accordance with ITB 6.3. If indicated in the BDS, the Employer will immediately publish the addendum on its website in accordance with ITB 7.1.

8.3

To give Bidders reasonable period of time in which to take an addendum into account in preparing their bids, the Employer should extend the deadline for the submission of bids, in accordance with ITB 22.2.

ITB-9

Option A : Section I. Instructions to Bidders

C. Preparation of Bids 9. Cost of Bidding

10. Language of Bid

11. Documents Comprising the Bid

9.1

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

10.1

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

11.1 The bid shall comprise the following : (a)

Letter of Bid;

(b)

Bill of Quantities, including Price schedule, filled in accordance with ITB 12 and 14;

(c)

Bid Security, in accordance with ITB 19;

(d)

Acknowledgment of Compliance with the Guidelines for Procurement under Japanese ODA Loans. The Bidder’s authorized representative shall sign and date this form;

(e)

Alternative bids, if permissible, in accordance with ITB 13;

(f)

Written confirmation of the authorization of the signatory of the bid to engage the Bidder in accordance with ITB 20.2;

(g)

Documents attesting that the Bidder has the qualifications required to perform the Contract if its bid is accepted, in accordance with ITB 17;

(h)

Technical Proposal in accordance with ITB 16; and

(i)

Any other document required in the BDS.

ITB-10

Option A : Section I. Instructions to Bidders

11.2 In addition to the documents required in ITB 11.1, bids submitted by a JVCA of companies shall include a copy of the Joint Venture Agreement entered into by all partners. If the Agreement is not entered yet, a Letter of Intent to execute a Joint Venture Agreement, in the event of a successful bid, shall be signed by all partners and submitted with the bid, together with a copy of the proposed agreement. 12. Letter of Bid, Price Schedule, and Bill of Quantities

12.1 The Letter of Bid, the Price Schedule and the Bill of Quantities shall be prepared using the relevant forms provided in Section IV, Bidding Forms. The forms shall be completed without any alterations to the text, and no substitutes shall be accepted except as provided under ITB 20.2. All blank spaces shall be filled in with the information requested.

13. Alternative Bids

13.1 Unless otherwise indicated in the BDS, alternative bids shall not be considered. 13.2 When alternative times for completion are explicitly requested, a statement to that effect will be included in the BDS, as will the method of evaluating different times for completion. 13.3 Except as provided under ITB 13.4 below, Bidders wishing to offer technical alternatives to the requirements of the Bidding Documents must first price the Employer’s basic technical requirements as described in the Bidding Documents and shall further provide all information necessary for a complete evaluation of the alternative by the Employer, including drawings, design calculations, technical specifications, breakdown of prices and proposed construction methodology, and other relevant details. Only the technical alternatives, if any, of the lowest evaluated Bidder conforming to the basic technical requirements shall be considered by the Employer. 13.4 When specified in the BDS, Bidders are permitted to submit alternative technical solutions for specified parts of the Works, and such parts will be identified in the BDS as well as their evaluation method, and described in Section VI, Works Requirements.

Option A : Section I. Instructions to Bidders

14. Bid Prices and Discounts

ITB-11

14.1 The prices and discounts quoted by the Bidder in the Letter of Bid, in the Price Schedule and in the Bill of Quantities shall conform to the requirements specified below. 14.2 The Bidder shall fill in rates and prices for all items of the Works described in the Price Schedule and in the Bill of Quantities. Items against which no rate or price is entered by the Bidder will not be paid for by the Employer. Any item not included in the Bill of Quantities will be considered as excluded from the bid and, to the extent that the bid substantially complies with the provisions of the Bidding Documents, notwithstanding such omission, for purposes of comparison of the bids, the average of the values provided for the item in the other substantially compliant bids will be added to the bid amount to determine the total equivalent amount of the bid. 14.3 The price to be quoted in the Letter of Bid, in accordance with ITB 12.1, shall be the total price of the bid, excluding any discounts offered. 14.4 The Bidder shall quote any unconditional discounts and the methodology for their application in the Letter of Bid, in accordance with ITB 12.1. 14.5 Unless otherwise provided in the BDS and the PC, the rates and prices quoted by the Bidder are subject to adjustment during the performance of the Contract in accordance with the provisions of the GC. The Bidder shall provide the indexes and parameters for the price adjustment in the form named “Schedule of Adjustment Data”. 14.6 In Article 1.1 of the BDS is indicated if the invitation to bid is launched for individual lots (Contracts) or for any combination of lots (packages). Bidders wishing to offer any price reduction for the award of more than one Contract shall specify in their Letter of Bid the price reductions applicable to each package, or alternatively, to individual Contracts within the package. Price reductions or discounts shall be submitted in accordance with ITB 14.4, provided the bids for all lots (Contracts) are opened at the same time. 14.7 Unless otherwise provided in the BDS, all duties, taxes, and other levies payable by the Contractor under the Contract, or for any other cause, as of the date twenty-eight (28) days prior to the deadline for submission of bids, shall be included in the rates and prices and the total bid Price submitted by the Bidder.

ITB-12

15. Currencies of Bid and Payment

Option A : Section I. Instructions to Bidders

15.1 The currency(ies) of the bid shall be as specified in the BDS. Payment of the Contract Amount shall be made in the currency (s) in which the Bid Amount is indicated in the Bidder’s bid. 15.2 The Employer may request the Bidders to explain, to the Employer’s satisfaction, the distribution of the amounts indicated in national and foreign currencies and to justify that the amounts of the unit and total prices indicated in Section IV, Bid Forms, are reasonable, in which case a detailed statement of items in foreign currencies will be provided by the Bidder. 15.3 The costing in foreign currency generally include the following: (a)

remuneration of expatriate staff and labour employed directly for the execution of the Works;

(b)

social, insurance, medical and other charges relating to such expatriate staff and labour, and international travel expenses;

(c)

imported materials, both temporary and permanent, including fuels, oil and lubricants required for the Works;

(d)

depreciation and usage of imported materials and equipment of the Contractor, including spare parts required for the Works;

(e)

international insurance and freight charges for imported materials and equipment of the Contractor, including spare parts, and;

(f)

overhead expenses, fees, profit, and financial charges arising outside the Employer’s country in connection with the Works.

16. Documents Comprising the Technical Proposal

16.1 The Bidder shall furnish a Technical Proposal including a statement of work methods, equipment, personnel, schedule, safety plan and any other information as stipulated in Section IV, Bidding Forms in sufficient detail to demonstrate the conformity of the proposal to meet the work requirements and the completion time.

17. Documents Establishing the Qualifications of the Bidder

17.1 In accordance with the provisions of Section III, Evaluation and Qualification Criteria, if a prequalification procedure has been conducted prior to the invitation to bid, the Bidder shall provide in the corresponding forms in Section IV, Bidding Forms (i) upto-date information on any aspect assessed at the time of the prequalification that has changed since then to establish that the Bidder continues to meet the prequalification criteria and (ii) the requested information on the additional qualification criteria indicated in Section III, Evaluation and Qualification Criteria.

Option A : Section I. Instructions to Bidders

ITB-13

If no prequalification has taken place prior to the launch of the invitation to bid, the Bidder shall provide the information required in the corresponding forms in Section IV, Bid Forms. 17.2 Any change in the structure or composition of the Bidder subsequent to the prequalification and the launch of the invitation to bid (including any change in the structure or composition of any member of a JVCA, in the case where the Bidder is a JVCA) will be subject to the written approval of the Employer prior to the deadline for the submission of bids. Such approval will be refused (i) if the change has not been decided freely by the companies concerned, (ii) if as a result of the change the Bidder no longer sufficiently meets the prequalification criteria as indicated in the Prequalification Document, or (iii) if the Employer considers that this would result in a significant reduction in competition. Any such change shall be submitted to the Employer no later than fourteen (14) days following the date of the Bid notice. 18. Period of Validity of Bids

18.1 Bids shall remain valid for the period specified in the BDS following the bid submission deadline date fixed by the Employer in accordance with ITB 22.1. A bid valid for a shorter period shall be rejected by the Employer as non responsive. 18.2 In exceptional circumstances, prior to the expiration of the bid validity period, the Employer may request Bidders to extend the period of validity of their bids. The request and the responses shall be made in writing. The Bidder granting the request shall also extend the Bid Security for twenty- eight (28) days beyond the deadline of the extended validity period. A Bidder may refuse the request without forfeiting its Bid Security. A Bidder granting the request shall not be required or permitted to modify its bid, except as provided in ITB 18.3. 18.3 If the award of the Contract is delayed by a period exceeding fifty-six (56) days beyond the expiry of the initial bid validity, the Contract Amount shall be determined as follows: (a) In the case of fixed price Contracts, the Contract Amount shall be the bid price adjusted by the factor specified in the BDS; (b) In the case of adjustable price Contracts, to determine the Contract Amount, the fixed portion of the bid price shall be adjusted by the factor specified in the BDS. In any case, bid evaluation shall be based on the bid Amount without taking into consideration the applicable correction from those indicated above.

ITB-14

19. Bid Security

Option A : Section I. Instructions to Bidders

19.1 The Bidder shall provide a Bid Security as part of its bid, in the amount and currency specified in the BDS. 19.2 The Bid Security shall be a first demand guarantee in any of the following forms at the Bidder’s option: (a) an unconditional guarantee issued by a bank or a financial institution (such as an insurance or bonding company); (b) an irrevocable letter of credit; (c) a cashier’s or certified check; or (d) any another security indicated in the BDS. This guarantee will be issued from a reputable source from an eligible country. If the guarantee is issued by an insurance or bonding company located outside the Employer’s Country, the issuer shall have a correspondent financial institution located in the Employer’s Country to make it enforceable. In the case of a bank guarantee, the Bid Security shall be submitted either using the Bid Security Form included in Section IV, Bidding Forms, or in another substantially similar format approved by the Employer prior to bid submission. In either case, the form must include the complete name of the Bidder. The Bid Security shall be valid for twenty-eight (28) days beyond the original validity period of the bid, or beyond any period of extension if specified under ITB 18.2. 19.3 Any bid not accompanied by a substantially responsive Bid Security shall be rejected by the Employer as non responsive. 19.4 Bid Securities of unsuccessful Bidders shall be returned as promptly as possible upon the successful Bidder’s signature of the Contract and provision of Performance Security in accordance with ITB 42. 19.5 The Bid Security of the successful Bidder shall be returned as promptly as possible once the successful Bidder has signed the Contract and provided the required Performance Security. 19.6 The Bid Security may be forfeited: (a) if the Bidder withdraws its bid during the period of bid validity specified by the Bidder in the Letter of Bid, or any extension thereof accepted by the Bidder; (b) if the successful Bidder fails to: (i) sign the Contract in accordance with ITB 41; or (ii) provide a Performance Security under ITB 42.

Option A : Section I. Instructions to Bidders

20. Format and Signing of Bid

ITB-15

19.7 The Bid Security of a JVCA shall be in the name of the JVCA that submits the bid. If the JVCA has not been legally constituted into a legally enforceable JVCA at the time of bidding, the Bid Security shall be in the names of all future partners as named in the Letter of Intent referred to in ITB 4.1 and in ITB 11.2. 20.1 The Bidder shall prepare one original of the documents comprising the bid as described in ITB 11 and clearly mark it “ORIGINAL.” Alternative bids, if permitted in accordance with ITB 13, shall be clearly marked “ALTERNATIVE.” In addition, the Bidder shall submit copies of the bid, in the number specified in the BDS and clearly mark each of them “COPY.” In the event of any discrepancy between the original and the copies, the original shall prevail. 20.2 The original and all copies of the bid shall be typed or written in indelible ink and shall be signed by a person duly authorized to sign on behalf of the Bidder. This authorization shall consist of a written confirmation as specified in the BDS and shall be attached to the bid. The name and position held by each person signing the authorization must be typed or printed below the signature. All pages of the bid where entries or amendments have been made shall be signed or initialed by the person signing the bid. 20.3 When the Bidder is a JVCA, the bid must be signed by an authorized representative of the JVCA on its behalf in order to be legally binding on all members as evidenced by a power of attorney signed by their legally authorized representatives. 20.4 Any interlineation, erasures or overwriting shall be valid only if they are signed or initialed by the person signing the bid.

D. Submission and Opening of Bids 21. Sealing and Marking of Bids

21.1 The Bidder shall place the original of its bid and all copies, including alternative bids, if permitted in accordance with ITB 13, in sealed and separate envelopes marked "ORIGINAL", "ALTERNATIVE" or "COPY", as the case may be. All of these envelopes containing the originals and copies will be then enclosed in one single sealed envelope. 21.2 The inner and outer envelopes shall: (a) bear the name and address of the Bidder;

ITB-16

Option A : Section I. Instructions to Bidders

(b) be addressed to the Employer in accordance with ITB 22.1; (c) bear the specific identification of the invitation to bid indicated in Article 1.1 of the BDS; and (d) bear a warning not to open before the time and date fixed for the bid opening. 21.3 If all envelopes are not sealed and marked as required, the Employer will assume no responsibility for the misplacement or premature opening of the bid. 22. Deadline for Submission of Bids

22.1 Bids must be received by the Employer at the address and no later than the date and time indicated in the BDS. 22.2 The Employer may, at its discretion, extend the deadline for the submission of bids by amending the Bidding Documents in accordance with ITB 8. In any case, all rights and obligations of the Employer and Bidders previously subject to the deadline shall thereafter be subject to the deadline as extended.

23. Late Bids

23.1 The Employer shall not consider any bid that arrives after the deadline for submission of bids, in accordance with ITB 22. Any bid received by the Employer after the deadline for submission of bids shall be declared late, rejected, and returned unopened to the Bidder.

24. Withdrawal, Substitution, and Modification of Bids

24.1 A Bidder may withdraw, substitute, or modify its bid after it has been submitted by sending a written notice, duly signed by an authorized representative, and shall include a copy of the authorization in accordance with ITB 20.2. The corresponding substitution or modification of the bid must accompany the respective written notice. All notices must be : (a) prepared and submitted in accordance with ITB 20 and ITB 21 (except for withdrawals notices that do not require copies). In addition, the respective envelopes shall be clearly marked “WITHDRAWAL,” “SUBSTITUTION,” or “MODIFICATION;” and (b) received by the Employer prior to the deadline fixed for submission of bids, in accordance with ITB 22. 24.2 Bids requested to be withdrawn in accordance with ITB 24.1 shall be returned unopened to the Bidders.

Option A : Section I. Instructions to Bidders

ITB-17

24.3 No bid may be withdrawn, substituted, or modified in the interval between the deadline for submission of bids and the expiration of the period of bid validity specified by the Bidder on the Letter of Bid or any extension thereof. 25. Bid Opening

25.1 Subject to the provisions indicated in ITB 23 and ITB 24, the Employer shall open all bids received in public before the deadline date and time, and shall read their contents in accordance with ITB 25.3, on the date, time and address indicated in the BDS, in the presence of the authorized representatives of the Bidders and any other person who wishes to participate. 25.2 First, envelopes marked “WITHDRAWAL” shall be opened and read out and the envelope with the corresponding bid shall not be opened, but returned to the Bidder. No bid withdrawal shall be permitted unless the corresponding withdrawal notice contains a valid authorization to request the withdrawal and is read out at bid opening. Second, envelopes marked “SUBSTITUTION” shall be opened and read out and exchanged with the corresponding bid being substituted, and the substituted bid shall not be opened, but returned to the Bidder. No bid substitution shall be permitted unless the corresponding substitution notice contains a valid authorization to request the substitution and is read out at bid opening. Next, envelopes marked “MODIFICATION” shall be opened and read out with the corresponding bid. No bid modification shall be permitted unless the corresponding modification notice contains a valid authorization to request the modification and is read out at bid opening. Only bids that are opened and read out at bid opening shall be further evaluated. 25.3 All other envelopes shall be opened one at a time, reading out: (a) the name of the Bidder; (b) whether there is a modification; (c) the bid Amount, by lot (Contract) if applicable, including any discounts and alternative offers; (d) the presence or absence of a Bid Security; and (e) and any other details as the Employer may consider.

ITB-18

Option A : Section I. Instructions to Bidders

Only discounts and alternative bids announced at the bid opening will be taken into account during the evaluation. The Employer shall not discuss the merits of an offer or reject an offer (except for late bids in accordance with ITB 23.1). 25.4 The Employer shall prepare a record of the bid opening that shall include, as a minimum: the name of the Bidder and whether there is a withdrawal, substitution or modification; the Bid Amount, per lot if applicable, including any discounts and alternative offers; and the presence or absence of a Bid Security. The Bidders’ representatives who are present shall be requested to sign the record. The omission of a Bidder’s signature on the record shall not invalidate the contents and effect of the record. A copy of the record shall be distributed to all Bidders.

E. Evaluation and Comparison of Bids 26. Confidentiality

26.1 Information relating to the evaluation of bids and recommendation of Contract award shall not be disclosed to Bidders or any other persons not officially concerned with such process until information on Contract award is communicated to all Bidders in accordance with ITB 40. 26.2 Any attempt by a Bidder to influence the Employer in the evaluation of the bids or Contract award decisions may result in the rejection of its bid. 26.3 Notwithstanding ITB 26.2, from the time of bid opening to the time of Contract award, if any Bidder wishes to contact the Employer on any matter related to the bidding process, it may do so in writing.

27. Clarification of Bids

27.1 To assist in the examination, evaluation, and comparison of the bids, and qualification of the Bidders, the Employer may, at its discretion, ask any Bidder for a clarification of its bid by giving sufficient time for the reply. Any clarification submitted by a Bidder that is not in response to a request by the Employer shall not beconsidered. The Employer’s request for clarification and the response shall be in writing. No change in the prices or substance of the bid shall be sought, offered, or permitted, except to confirm the correction of arithmetical errors discovered by the Employer in the evaluation of the bids, in accordance with ITB 33. 27.2 If a Bidder does not provide clarifications of its bid by the date and time set in the Employer’s request for clarification, its bid

ITB-19

Option A : Section I. Instructions to Bidders

may be rejected. 28. Deviations, Reservations, and Omissions

28.1

During the evaluation of bids, the following definitions apply: (a) “Deviation” is a departure from specified in the Bidding Documents;

the

requirements

(b) “Reservation” is the setting of limiting conditions or withholding from complete acceptance of the requirements specified in the Bidding Documents; and (c) “Omission” is the failure to submit part or all of the information or documentation required in the Bidding Documents. 29. Determination of Responsiveness

29.1 The Employer will review the bids to ensure that all documents and information requested from ITB 11.1 have been provided and to determine that each of the submitted documents is complete. 29.2 The Employer shall ensure that the following documents and information have been provided in the bid. If any of these documents or information is missing, the offer must be rejected. (a) Letter of Bid; (b) Written confirmation of the authorization of the signatory of the bid to commit the Bidder; (c) Bid Security; (d) Technical Proposal, in accordance with ITB 16; and (e) Completed Bill of Quantities and Price Schedule.

30. Qualification of the Bidder

30.1 The Employer shall ensure that the Bidders meet the qualification criteria specified in Section III, Evaluation and Qualification Criteria, when evaluating bids. However, if a prequalification has been carried out prior to the bidding procedure, the Client may carry out the verification of the qualification criteria stipulated in Section III, Evaluation and Qualification Criteria, only for the Bidder whose bid is responsive and the lowest evaluated. 30.2 This review will be based on the review of the documentary evidence of the Bidder's qualification provided by the Bidder in accordance with ITB 17. 30.3 Confirmation of the qualifications of the Bidders is a prerequisite for the award of the Contract. A negative result will result in the

ITB-20

Option A : Section I. Instructions to Bidders

rejection of the bid. In this case, if the Bidder's qualifications review has been conducted solely for the Bidder whose bid has been the lowest evaluated, in accordance with ITB 30.1, the Employer will review the second lowest evaluated bid in order to make a similar determination. 31. Nonconformities

31.1 The Employer will establish the conformity of an bid on the basis of its sole content, as defined in ITB 11. 31.2 A substantially responsive bid is a bid that meets all of the requirements of the Bidding Documents without significant deviation, reservation or omission. Any significant deviations, reservations or omissions are those which : (a) if accepted, (i)

would materially affect the scope, quality or performance of the Works required under the Contract; or

(ii)

would substantially contradict the Bidding Documents, limit the rights of the Employer or the Bidder's obligations under the Contract; or

(b) if they were rectified, would unfairly affect the competitive ranking of the other Bidders who have submitted substantially consistent bids. 31.3 The Employer will review the technical aspects of the submitted bid in accordance with ITB 16, in particular to ensure that all the requirements of Section VI, Works Requirements, have been met without significant deviation, reservation or omission. 31.4 The Employer will reject any bid that does not substantially comply with the provisions of the Bidding Documents and the Bidder may subsequently make it responsive by making corrections to significant deviations, reservations or omissions identified. 32. Nonmaterial Nonconformities

32.1 When a bid is substantially responsive, the Employer may accept any non-conformity which does not constitute significant deviation, reservation or omission. 32.2 When a bid is substantially responsive, the Employer may request

Option A : Section I. Instructions to Bidders

ITB-21

the Bidder to submit, within a reasonable period of time, the information or documents necessary to rectify nonmaterial nonconformities in the bid related to documentation requirements in the Bidding Documents. Requesting information or documentation on such nonconformities shall not be related to any aspect of the bid Amount. Failure of the Bidder to comply with the request may result in the rejection of its bid. 32.3 When a bid is substantially responsive, the Employer will rectify the quantifiable nonmaterial nonconformities related to the bid Amount. To this end, the bid Amount will be adjusted, solely for valuation purposes, to reflect the price of a missing or non responsive item. This adjustment will be made by applying the method outlined in Section III, Evaluation and Qualification Criteria. 33. Correction of Arithmetical Errors

33.1 When a bid is substantially responsive, the Employer will correct the arithmetical errors on the following basis : (a) if there is a discrepancy between the unit price and the total price obtained by multiplying the unit price by the corresponding quantity, the unit price shall prevail and the total price shall be adjusted, unless that, in the opinion of the Employer, the decimal point of the unit price is obviously misplaced, in which case the total price indicated will prevail and the unit price will be rectified; (b) if the total obtained by adding or subtracting the subtotals is not correct, the subtotals shall prevail and the total shall be rectified; and (c) if there is a discrepancy between the amount indicated in letters and the amount indicated in figures, the amount in words shall prevail, unless this amount contains an arithmetic error, in which case the amount in figures will prevail subject to subparagraphs (a) and (b) above.

34. Conversion to Single Currency

33.2

Bidders shall be requested to accept the correction of arithmetic errors in accordance with ITB 33.1. If they refuse to do so, their bid will be rejected.

34.1

For the purpose of valuing and comparing bids, the currencies in which bids are denominated shall be converted into the single currency indicated in the BDS.

ITB-22

35. SubContractors

Option A : Section I. Instructions to Bidders

35.1 Unless otherwise specified in the BDS, the Employer does not provide for the performance of specific parts of the Works by SubContractors pre-selected by the Employer (designated SubContractors). 35.2 When the invitation to bid has not been preceded by a prequalification, Bidders intending to outsource any of the main activities listed in Section III, Evaluation and Qualification Criteria, shall clearly identify the specialized SubContractors proposed in Forms ELI-2 and EXP-2(b) of Section IV, Bidding Forms. Proposed specialized SubContractors shall meet the corresponding qualification criteria indicated in Section III, Evaluation and Qualification Criteria. 35.3 When the invitation to bid has been preceded by a prequalification, the Bidder shall indicate in its bid the same specialized SubContractors whose experience in the main activities has been assessed during the prequalification, without proposing any new SubContractor (s), unless the proposed new SubContractor (s) has been approved by the Employer in accordance with ITB 17.2.

36. Evaluation of Bids

36.1 To evaluate a bid, the Employer shall use the criteria and methods listed in this Article. No other criteria or methods shall be permitted. 36.2

To evaluate a bid, the Employer shall consider the following:

(a) the bid Amount, excluding Provisional Sums and the provision for contingencies, if any, indicated in the Summary of the Bill of Quantities, but by including Daywork items, when priced competitively; (b) price adjustment for correction of arithmetical errors, in accordance with ITB 31.1; (d) price adjustment due to discounts offered, in accordance with ITB 14.4; (e) price adjustment for rectification of quantifiable nonmaterial nonconformities, in accordance with ITB 32.3; (f) the conversion into a single currency of the amounts resulting from operations (a), (b), (c) and (d) above, where applicable, in accordance with ITB 34

Option A : Section I. Instructions to Bidders

ITB-23

(g) adjustment resulting from the use of additional evaluation factors indicated in Section III, Evaluation and Qualification Criteria. 36.3 The possible effect of the price revision formulas contained in the GC and PC which will be applied during the period of performance of the Contract will not be taken into account in the evaluation of the bids. 36.4 If the Bidding Documents allow Bidders to quote separately prices for different lots (Contracts), the evaluation method to determine the lowest evaluated price for the combination of the lots (Contracts), including any discounts offered in the Letter of Bid, is specified in Section III, Evaluation and Qualification Criteria. 36.5 If the lowest evaluated bid is seriously unbalanced or requires significant payments in the beginning of the execution in the opinion of the Employer, the Employer may require the Bidder to provide details of the price of one or all items of the Bill of Quantities, to demonstrate the internal consistency of those prices with the construction methods and schedule proposed. After evaluation of the price’s details, by taking into consideration the schedule of estimated Contract payments, the Employer may require that the amount of the Performance Security be increased at the expense of the Bidder, to a level sufficient to protect the Employer against financial loss in the event of default of the successful Bidder under the Contract. 37. Comparison of Bids

37.1 The Employer shall compare the evaluated amount in accordance with ITB 36.2 of all substantially responsive bids to determine the lowest evaluated bid.

38. Employer’s Right to Accept Any Bid and to Reject Any or All Bids

38.1 The Employer reserves the right to accept or reject any bid, and to annul the bidding process and reject all bids at any time prior to Contract award, without thereby incurring any liability to Bidders. In case of annulment, all bids submitted and specifically, bid securities, shall be promptly returned to the Bidders.

F. Award of Contract 39. Award Criteria

39.1 Subject to ITB 38.1, the Employer shall award the Contract to the Bidder whose bid has been determined to be the lowest evaluated bid and is substantially responsive to the provisions of

ITB-24

Option A : Section I. Instructions to Bidders

the Bidding Documents, provided further that the Bidder is determined to be qualified to perform the Contract satisfactorily. 40. Notification of Award

40.1 Prior to the expiration of the period of bid validity, the Employer shall notify the successful Bidder, in writing, that its bid has been accepted. The notification letter (hereinafter referred to as “Letter of Acceptance” in the Contract) shall specify the sum that the Employer will pay to the Contractor in consideration of the execution and completion of the Works (hereinafter referred to as “the Contract Amount” in the Contract). At the same time, the Employer shall also notify all other Bidders of the results of the bidding. 40.2 After a Contract has been determined to be eligible for financing under Japanese ODA Loans, the following information may be made public by JICA : (a) names of all Bidders; (b) their bid Amount as announced during bid opening; (c) name and address of successful Bidder; (d) name and address of supplier; and (e) award date and Amount of the Contract 40.3 Until a formal Contract is prepared and signed, the notification of award shall constitute a binding Contract between all Parties. 40.4 Following notification of the award of the Contract, unsuccessful Bidders may request in writing from the Employer the reasons why their bid has not been accepted. The Employer shall promptly reply in writing to any unsuccessful Bidder who, after notification of the award of the Contract in accordance with ITB 40.1, requests an explanation on the rejection of his bid.

41. Signing of Contract

41.1 Promptly upon notification, the Employer shall send the successful Bidder the Contract Agreement. 41.2 Within thirty (30) days of receipt of the Contract Agreement, the successful Bidder shall sign, date, and return it to the Employer.

Option A : Section I. Instructions to Bidders

42. Performance Security

ITB-25

42.1 Within thirty (30) days of the receipt of notification of award from the Employer, the successful Bidder shall provide the Performance Security in accordance with the General Conditions, subject to ITB 36.5, using for that purpose the Performance Security Form included in Section IX, Contract Forms, or any other form acceptable to the Employer. If the Performance Security provided by the successful Bidder is in the form of a bond, it shall be issued by a bonding or insurance company that has been determined by the successful Bidder to be acceptable to the Employer. A foreign financial institution providing a bond shall have a correspondent institution located in the Employer’s Country. 42.2 Failure of the successful Bidder to submit the abovementioned Performance Security or sign the Contract shall constitute sufficient grounds for the annulment of the Contract award and forfeiture of the Bid Security. In that event, the Employer may award the Contract to the next lowest evaluated Bidder whose offer is substantially responsive and is determined by the Employer to be qualified to perform the Contract satisfactorily.

Option A : Section II. Big Data Sheet

BDS-1

Section II. Big Data Sheet

Notes on Big Data Sheet Section II, Bid Data Sheet, shall be filled in by the Employer before issuance of the Bidding Documents. The Bid Data Sheet (BDS) contains information and provisions that are specific to a particular bidding process. The Employer must specify in the BDS only the information that the ITB request. All information shall be provided; no clause shall be left blank. To facilitate the preparation of the BDS, its clauses are numbered with the same numbers as the corresponding ITB clause.

Option A : Section II. Big Data Sheet

BDS-1

Option A : Section II. Big Data Sheet

Section II.

BDS-1

Big Data Sheet A. General

ITB 1.1

The number of the Invitation to bid is : [insert number of the Invitation to bid]

ITB 1.1

The Employer is : [insert name of the Employer]

ITB 1.1

The name, identification and number of lot(s) (Contracts(s)) subjet to this ICB are : [insert name, number and identification of each lot, if applicable]

ITB 2.1

The Borrower is : [insert name of the Borrower]

ITB 2.1

The number of Loan Agreement is : [insert number] The amount of Japanese ODA Loan is : [insert amount in Japanese yen] The date of signature of the Loan Agreement is : [insert date]

ITB 2.1

The name of the Project is : [insert name of the Project]

ITB 2.2

The Guidelines applicable for procurement under Japanese ODA Loan are those published in : [insert one of the following dates : Avril 2012, March 2009 or October 1999]

ITB 3.1 (c)

The list of debarred natural and legal persons is available on the website of the World Bank : www.worldbank.org/debarr

ITB 4.5

This Invitation to bid [choose « has been » or « has not been », as the case may be] preceded by a prequalification.

B. Contents of Bidding Documents ITB 7.1

For clarification purposes only, the Employer’s address is: Attention : _________________ [insert full name of person, if applicable] Street Address: ___________________[insert street address and number] Floor/Room number: _____[insert floor and room number, if applicable] City: ________________________________ [insert name of city or town] ZIP Code: ____________________[insert postal (ZIP) code, if applicable] Country: _________________________________ [insert name of country] Telephone: _[insert telephone number, including country and city codes] Facsimile number: [insert facsimile number, including country and city codes] Electronic mail address: [insert email address, if applicable]For clarification purposes only, l’adresse du Maître d’ouvrage est: Attention : [indiquer le nom de la personne responsable, le cas échéant] Rue : [indiquer le nom de la rue et le numéro de l’immeuble]

BDS-2

Option A : Section II. Big Data Sheet

Facsimile number: __[insert fax number, including country and city codes] Electronic mail address: _____________[insert email address, if applicable] ITB 7.1

Responses to clarification requests, as appropriate, [select « shall be » or « shall not be », as the case may be] published on the website of the Employer indicated below. Website : [insert website of the Employer, only if the responses to clarification requests are published on the website.]

ITB 7.4

A Pre-Bid meeting [insert « will » or « will not », as appropriate] take place at the following date, time and place: [if a pre-bid meeting will take place, insert the date, time and place information in the spaces provided below. Otherwise, insert « Not Applicable » in the spaces provided below for the date, time and place.] Date : Time : Place : A site visit [choose « will » or « will not be » , as the case may be] organized by the Employer.

ITB 8.2

Addenda, if any, [choose « shall be » or « shall not be », as the case may be] published on the website of the Employer.

C. Preparation of Bids ITB 10.1

The language of the bid is : [insert one of the following languages : Japanese, English, French or Spanish]

ITB 11.1 (i)

The Bidder shall submit with its Bid the following additional documents : [list any additional document not already listed in ITB 11.1 that shall be submitted with the Bid.]

ITB 13.1

[the following provision shall be included only if alternative bids are considered. Otherwise, omit this Article 13.1 of the BDS.] Alternative bids are permitted. Les variantes sont autorisées.

Option A : Section II. Big Data Sheet

ITB 13.2

BDS-3

Alternative times for completion, different from those indicated, [insert « will be » or « will not be », as appropriate] permitted. If alternative times for completion are permitted, the evaluation method will be as specified in Section III, Evaluation and Qualification Criteria.

ITB 13.4

Alternative technical solutions shall be permitted for the following parts of the Works : [list the parts of the Works] If alternative technical solutions are permitted, the evaluation method will be as specified in Section III, Evaluation and Qualification Criteria.

ITB 14.5

[price revision is mandatory for Contracts with a duration of more than 18 months or where local or international inflation is expected to be significant. The following provision shall be included only if the prices quoted by the Bidder are not subject to price revision. Otherwise, omit this Article 14.5 of the BDS.] The prices quoted by the Bidder are firm. Therefore, the Bidder is not required to provide indices and weights of price revision in the "Schedule of Adjustment Data" form of Section IV.

ITB 14.7

[the following provision shall be included and the corresponding information inserted only if exemption, reimbursement or payment of duties, taxes and other levies is performed by the Employer on behalf of the Contractor. Otherwise omit this Article 14.7 of the BDS.] Duties, taxes and other levies indicated below shall be [choose « exempted » or « reimbursed » or « paid by the Employer on behalf of the Contractor », as the case may be] : [insert duties, taxes and other levies.]

ITB 15.1

The currencies of the bid shall be as described below: The unit rates and prices shall be quoted by the Bidder in the Price Schedule and the Bill of Quantities separately in the following currencies: (i) for those inputs to the Works that the Bidder expects to supply from within the Employer’s country, in [insert the name of the currency of the Employer’s country], the Employer’s currency, and further referred to as “local currency”; and (ii) for those inputs to the Works that the Bidder expects to supply from outside the Employer’s country, in [insert Japanese Yen and/or other international trading currency], and further referred to as “ foreign currency”.

BDS-4

ITB 18.1

Option A : Section II. Big Data Sheet

The bid validity period shall be [insert a number of days] days. [this period shall be realistic, allowing sufficient time to evaluate the bids, bearing in mind the complexity of the Works and the time required for obtaining references, clarifications, clearances, and approvals (including JICA’s concurrence) and for notification of the award. Normally the validity period should not exceed 120 days.]

ITB 18.3 (a)

The bid Amount shall be adjusted by the following factor : [insert factor for adjustment] [the local currency portion of the Contract amount shall be adjusted by a factor reflecting local inflation during the period of extension, and the foreign currency portion of the Contract amount shall be adjusted by a factor reflecting the international inflation (in the country of the foreign currency) during the period of extension.]

ITB 18.3 (b)

The fixed portion of the bid Amount shall be adjusted by the following factor : [insert factor for adjustment] [the local currency portion of the fixed portion of the Contract amount shall be adjusted by a factor reflecting local inflation during the period of extension, and the foreign currency portion of the fixed portion of the Contract amount shall be adjusted by a factor reflecting the international inflation (in the country of the foreign currency) during the period of extension.]

ITB 19.1

The amount and currency of the bid security are : [insert amount and currency. The amount must be set at approximately 2% of the estimated cost of the Contract.]

ITB 19.2(d)

Other types of acceptable securities : [insert names of other acceptable securities. Insert « None » if no other securities than those required under ITB 19.2 (a) - (c) are acceptable.]

ITB 20.1

In addition to the original of the bid, the number of requested copies is: [insert number of copies.]

ITB 20.2

The written confirmation of authorization of the signatory to sign on behalf of the Bidder shall consist of : __________________________

Option A : Section II. Big Data Sheet

BDS-5

[insert the name and description of the documentation required to demonstrate the authority of the signatory to sign the bid.]

D. Submission and Opening of Bids ITB 22.1

For bid submission purposes only, the Employer’s address is : Attention : _________________ [insert full name of person, if applicable] Street Address: ___________________[insert street address and number] Floor/Room number: _____[insert floor and room number, if applicable] City: ________________________________ [insert name of city or town] ZIP Code: ____________________[insert postal (ZIP) code, if applicable] Country: _________________________________ [insert name of country] The deadline for bid submission is : Date: _______________________________ [insert day, month, and year] Time: ______________________________[insert time, for example 14:00]

ITB 25.1

The opening of the bid shall take place at : Street Address: ___________________[insert street address and number] Floor/Room number: _____[insert floor and room number, if applicable] City: ________________________________ [insert name of city or town] Country: _________________________________[insert name of country] Date: _______________________________ [insert day, month, and year] Time: _____________________________ [insert time, for example 14:00]

E. Evaluation and Comparison of Bids ITB 34.1

Time: [insert time, and identify if a.m. or p.m. i.e. 10:30 a.m.]L’ouverture des The shall be used for bid and comparison purposes to offrescurrency aura lieuthat à l’adresse, à la date et àevaluation l’heure suivantes : convert all bid prices expressed in various currencies into a single currency is : [insert JapaneseleYen or de another currency] Rue : [indiquer nom la ruesingle et le numéro de l’immeuble] Étage /numéro de bureau le numéro et du bureau, lerates, cas The source of exchange rate: [indiquer shall be : [insert namede of l’étage the source of exchange échéant] for example : the central bank of Employer’s country.] Ville : [indiquer le nom de la ville] The date for the exchange rate shall be : [insert day, month and year, i.e. 15 June, Pays : [indiquer le nom du pays] 2014, the date not earlier nor later than 30 days prior to the date specified for the Date : [indiquer lesspecified jour, mois et an] opening of bids, as in ITB 25.1.] Heure : [indiquer l’heure, par exemple, 14:00] The Employer will convert the amounts in various currencies in which the Bid Price, corrected pursuant to ITB 33, is payable (excluding ProvisionaLa monnaie utilisée pour convertir en une seule monnaie tous les montants des offres exprimés en diverses monnaies, aux fins de l’évaluation et de la comparaison des offres, est : [indiquer le yen ou toute autre monnaie unique]

BDS-6

Option A : Section II. Big Data Sheet

The Employer will convert the amounts of the bids in various currencies in which the Bid Price, corrected pursuant to ITB 33, is payable (excluding Provisional Sums but including Daywork where priced competitively) to the single currency identified above at the selling rates established for similar transactions by the authority specified on the date stipulated above. ITB 35.1

[indicate the following provision only if the Employer intends to have specific parts of the Works carried out by pre-selected SubContractors (designated SubContractors). If not, omit this Article 35.1 of the BDS.] The Employer shall provide for the realization of certain specific parts of the Works by pre-selected SubContractors. [list the specific parts of the Works and the names of the SubContractors designated to carry out each specific part.]

OPTION B : Two-envelope Bidding Procedure

Option B : Section I. Instructions to Bidders

Section I. Instructions to Bidders Notes on the Instructions to Bidders Section I, Instructions to Bidders, provides the information necessary for Bidders to prepare responsive bids in accordance with the requirements of the Employer. It also gives information on bid submission, opening, and evaluation, and on the award of the Contract. The use of standard Instructions to Bidders (hereinafter referred to as "standard ITB") in Section I of these Standard Bidding Documents (Version 1.0), issued by JICA in October 2012, is required for all Standard Bidding Documents prepared for the procurement of Works under Japanese ODA Loans. Standard ITB shall be used without modification. Any changes, acceptable to JICA, in order to respond to the specific situation of the country and to conditions specific to each Contract, shall be introduced only in the Big Data Sheet.

The Instructions to Bidders will not be part of the Contract.

Option B : Section I. Instructions to Bidders

Section I.

Instructions to Bidders

[Note to the Employer: Instructions to Bidders governing bidding procedures are the standard Instructions to Bidders of Option B: two-envelope bidding procedure of the Standard Bidding Documents for the Procurement of Works (SBD (Works)) (version 1.0) published by JICA in October 2012. A copy of these standard Instructions to Bidders may be attached to the Bidding Documents prepared by the Employer, for reference only. If the Instructions to Bidders of the Bidding Documents prepared by the Employer include changes from the standard Instructions to Bidders, JICA will not recognize them as valid and the standard Instructions to Bidders, as defined above, shall apply.

Instead of attaching a copy of the standard Instructions to Bidders to the Bidding Documents, the Employer may use the following introductory text.]

The Instructions to Bidders governing this tender procedure are the "Instructions to Bidders" of Option B : two-envelope bidding procedure of Section I of the Standard Bidding Documents for the Procurement of Works (version 1.0) published by JICA in October 2012. These Instructions to Bidders are available on the JICA website shown below:

http://www.jica.go.jp/english/our_work/types_of_assistance/oda_loans/oda_op_info/guide/tend er/spanish.html

No copies of these Instructions to Bidders are attached to these Bidding Documents.

Option B : Section I. Instructions to Bidders

ITB-1

Table of Contents A. 1. 2. 3. 4. 5.

General.................................................................................................................................3 Scope of Bid.....................................................................................................................3 Source of Funds ...............................................................................................................3 Corrupt or Fraudulent Practices ......................................................................................3 Eligible Bidders...............................................................................................................5 Eligible Materials, Equipment, and Services ..................................................................6

6. 7. 8.

Contents of Bidding Documents........................................................................................6 Sections of Bidding Documents ......................................................................................6 Clarification of Bidding Documents, Site Visit, Pre-Bid Meeting..................................7 Amendments of Bidding Documents ..............................................................................8

9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20.

Preparation of Bids..............................................................................................................9 Cost of Bidding ................................................................................................................9 Language of Bid...............................................................................................................9 Documents Comprising the Bid .......................................................................................9 Letter of Bid, Price Schedule, and Bill of Quantities....................................................10 Alternative Bids.............................................................................................................10 Bid Prices and Discounts...............................................................................................11 Currencies of Bid and Payment......................................................................................12 Documents Comprising the Technical Proposal ............................................................12 Documents Establishing the Qualifications of the Bidder ............................................13 Period of Validity of Bids .............................................................................................13 Bid Security ...................................................................................................................14 Format and Signing of Bid .............................................................................................15

21. 22. 23. 24. 25.

Submission and Opening of Bids.....................................................................................16 Sealing and Marking of Bids .........................................................................................16 Deadline for Submission of Bids....................................................................................16 Late Bids........................................................................................................................17 Withdrawal, Substitution, and Modification of Bids.....................................................17 Bid Opening ...................................................................................................................18

26. 27. 28. 29. 30. 31. 32. 33.

Evaluation and Comparison of Bids ..............................................................................20 Confidentiality ...............................................................................................................20 Clarification of Bids ......................................................................................................20 Deviation, Reservations, and Omissions........................................................................21 Determination of Responsiveness .................................................................................21 Qualification of the Bidder.............................................................................................21 Nonconformities.............................................................................................................22 0 Nonmaterial Nonconformities........................................................................................23 Correction of Arithmetical Errors..................................................................................23

B.

C.

D.

E.

ITB-2

Option B : Section I. Instructions to Bidders

34. 35. 36. 37. 38.

Conversion to Single Currency......................................................................................24 SubContractors ..............................................................................................................24 Evaluation of Financial Bids..........................................................................................24 .........................................................................................................22 Comparison of Bids........................................................................................................25 Employer’s Right to Accept any Bid, and to Reject Any or All Bids...........................25

39. 40. 41. 42.

Award of Contract ...........................................................................................................26 Award Criteria ...............................................................................................................26 Notification of Award....................................................................................................26 Signing of Contract........................................................................................................26 Performance Security .....................................................................................................27

F.

Option B : Section I. Instructions to Bidders

ITB-3

A. General 1. Scope of Bid

1.1 Following the Bid Notice, whose reference is shown in Section II, Bid Data Sheet (BDS), the Employer, whose name is shown in the BDS, issues these Bidding Documents (hereinafter referred to as “Bidding Documents”) for the procurement of Works as specified in Section VI, Works Requirements. The name, identification number and number of separate Contracts comprising this International Competitive Bidding (ICB) are specified in the BDS. 1.2

Throughout these Bidding Documents: (a) the term “in writing” means communicated in written form and delivered with acknowledgment of receipt; (b) except where the context requires otherwise, words indicating the singular also include the plural and words indicating the plural also include the singular; and (c) “day” means calendar day.

2. Source of Funds

2.1 The Borrower whose name is indicated in the BDS has received or has applied for a Japanese ODA Loan from Japan International Cooperation Agency (hereinafter called “JICA”), with the number, in the amount and on the signed date of the Loan Agreement indicated in the BDS, to finance the project indicated in the BDS. The Borrower intends to apply a portion of the proceeds of the Loan for payments under the Contract (s) for which these Bidding Documents are issued. 2.2 Disbursement of a Japanese ODA Loan by JICA will be subject, in all respects, to the terms and conditions of the Loan Agreement, including the disbursement procedures and the applicable “Guidelines for Procurement under Japanese ODA Loans”, indicated in the BDS. No party other than the Borrower shall derive any rights from the Loan Agreement or have any claim to Loan proceeds. 2.3 The above Loan Agreement will cover only a part of the project’s cost. As for the remaining portion, the Borrower will take appropriate measures to ensure its funding.

3. Corrupt and 3.1 It is JICA policy to require that Bidders, Contractors and Borrowers Fraudulent Practices under Contracts funded by Japanese ODA Loans and other Japanese ODA observe the highest standard of ethics during procurement and execution of such Contracts. In pursuance of this policy, JICA :

ITB-4

Option B : Section I. Instructions to Bidders

(a) will reject a proposal for award if it determines that the Bidder recommended for award has engaged in corrupt or fraudulent practices in competing for the Contract in question; (b) will recognize a Bidder or Contractor as ineligible, for a period determined by JICA, to be awarded a Contract financed by Japanese ODA Loans if it at any time determines that the Bidder or the Contractor has engaged in corrupt or fraudulent practices in competing for or in executing another Contract funded with Japanese ODA Loans or other Japanese ODA; and (c) will recognize the ineligibility of an Contractor to award a Contract financed by Japan ODA Loans if the Contractor or a SubContractor employed directly by the Contractor have been struck off the Bank by a cross-debarment decision by Multilateral Development Banks. This period of ineligibility shall not exceed three (3) years from (and including) the date of application of the cross-debarment. “A cross-debarment decision by the Multilateral Development Banks” is a joint sanction in accordance with the agreement between the African Development Bank Group, the Asian Development Bank, the European Bank for Reconstruction and Development, the Inter-American Development Bank Group and the World Bank Group, signed on April 9, 2010 (as amended, as appropriate). JICA will recognize the World Bank Group sanctions for a period longer than one year, imposed after July 19, 2010, when the World Bank Group began imposing crossdebarment sanctions as "Cross-debarment decisions by the Multilateral Development Banks". The list of the removed natural and legal persons is available at the e-mail address indicated in the BDS. JICA will recognize a Bidder or Contractor ineligible for the award of a Contract financed by Japan ODA Loans if the Bidder or Contractor have been sanctioned by the World Bank Group for a period beginning on the date of the Bid Notice, if no prequalification procedure has been conducted, or on the date of the Prequalification Notice, where prequalification has taken place, and effective until the signature of the Contract, unless (i) this debarment period does not exceed one year, or (ii) three (3) years have elapsed since the debarment decision. If the Contractor is found to be ineligible for the award of a Contract in accordance with the above provisions, JICA shall in principle impose sanctions against the Contractor. If a SubContractor, having a direct Contract with the Contractor, has been excluded by the World Bank Group on the date of the subContracting Contract, JICA will in principle require the Borrower to request the Contractor to cancel the subContract immediately, unless (i) the debarment period does not exceed one (1) year, or (ii) three (3) years have elapsed since the debarment decision. If the Contractor objects to such request, JICA shall require the Borrower to declare the Contract to

Option B : Section I. Instructions to Bidders

ITB-5

be invalid or to cancel the Contract and shall request the repayment of payments made under the Loan or shall apply any other action on grounds of breach of Contract. 3.2 Furthermore, Bidders shall be aware of the provisions stated in Article 49.6 of the General Conditions. 4. Eligible Bidders 4.1 A Bidder may be a natural or legal person or any combination thereof that have entered into a JVCA Agreement or intends to enter into such an agreement, corroborated by a letter of intent. In case of JVCA, all members must be jointly and severally liable for the execution of the Contract, in accordance with the terms of the Contract. The JVCA shall appoint an agent who shall have the power to conduct all business for and on behalf of each and all members of the JVCA during the bidding procedure and during the execution of the Contract, in case the Contract would be awarded to the JVCA. 4.2 A Bidder shall not be in a conflict of interest. A Bidder shall not be engaged in any of the circumstances described below, where it is considered to be in a conflict of interest, throughout the bidding/selection process and/or during the execution of the Contract, unless the dispute has been resolved in an acceptable manner to JICA. (a) A firm will be disqualified for the procurement of goods or the provision of services other than consulting services resulting from, or directly related to, consultancy services for the preparation or implementation of a project which it would have provided or which would have provided by any affiliate directly or indirectly controlling, is controlled by, or is under common control with that firm. This provision does not apply to the various firms (consultants, Contractors or suppliers) on the sole pretext that these firms jointly fulfill the obligations of the Contractor in the context of a turnkey Contract or of a design and construction Contract. (b) A firm having a close professional relationship with any professional staff of the Borrower directly or indirectly involved in any part of (i) the preparation of the Bidding Documents for the Contract, (ii) the evaluation of bids or (iii) the supervision of the same Contract, shall be disqualified. (c) On the basis of the principle of "One bid per bidder" to ensure fair competition, a firm and any of its affiliates which controls, directly or indirectly, is controlled by, or is under common control with that firm, shall not be allowed to submit more than one bid either individually or as a JVCA. A firm (including its affiliates), acting as a SubContractor in a bid, may participate in several submissions, only as such. (d) A firm having any other form of conflict of interest than those referred to in subparagraphs (a) to (c) will be disqualified.

ITB-6

5. Eligible Materials, Equipment, and Services

Option B : Section I. Instructions to Bidders

4.3

A Bidder and all members constituting the Bidder shall be from one of the eligible countries as described in Section V, Eligible Countries for Japanese ODA Loans.

4.4

A Bidder that has been determined to be ineligible by JICA in accordance with ITB 3.1, shall not be eligible to be awarded a Contract.

4.5

This invitation to bid is only open to prequalified Bidders, unless otherwise indicated in the BDS.

4.6

A Bidder shall provide evidence of their eligibility satisfactory to the Employer, as the Employer shall reasonably request.

5.1

All materials, equipment and services to be supplied under the Contract and financed by JICA shall have their source in eligible countries of origin as listed in Section V, Eligible Countries for Japanese ODA Loans. At the Employer’s request, Bidders may be required to provide evidence of the origin of materials, equipment and services.

5.2

For purposes of ITB 5.1 above, “country of origin” means the country where materials and equipment are mined, grown, produced or manufactured, and from which the services are provided. Materials and equipment are produced when, through manufacturing, processing, or substantial or major assembling of components, a commercially recognized product results that differs substantially in its basic characteristics or in its purpose or utility from its components.

B. Contents of Bidding Documents 6. Sections of Bidding Documents

6.1

The Bidding Documents consist of 3 Parts which include all the Sections indicated below, and should be read in conjunction with any Addenda issued in accordance with ITB 8.

PART 1 : Bidding Procedures • • • • •

Section I. Instructions to Bidders (ITB) Section II. Big Data Sheet (BDS) Section III. Evaluation and Qualification Criteria (EQC) Section IV. Bidding Forms Section V. Eligible Countries for Japanese ODA Loans

PART 2 : Works Requirements • Section VI. Works Requirements

Option B : Section I. Instructions to Bidders

ITB-7

PART 3 : Contract • Section VII. General Conditions (GC) • Section VIII. Particular Conditions (PC) • Section IX. Contract Forms

7. Clarification of Bidding Documents, Site Visit, Pre-Bid Meeting

6.2

The Invitation to Bid issued by the Employer is not part of the Bidding Documents.

6.3

The Employer is not responsible for the comprehensiveness of the Bidding Documents, the responses to clarification requests, the minutes of the pre-bid meeting (if provided) or amendments of the Biddings Documents issued in accordance with ITB 8, if those documents have not been obtained directly from the Employer. In case of difference, the documents published directly by the Employer shall prevail.

6.4

The Bidder shall review all instructions, forms, conditions and specifications contained in the Bidding Documents and provide all information and documents requested in the Bidding Documents 7.1

A Bidder requiring any clarification of the Bidding Documents shall contact the Employer in writing at the Employer’s address indicated in the BDS or raise his enquiries during the pre-bid meeting, if provided, in accordance with ITB 7.4. The Employer will respond in writing to any request for clarification, provided that such request is received no later than fourteen (14) days prior to the deadline for submission of bids. The Employer shall forward copies of its response to all Bidders who have acquired the Bidding Documents in accordance with ITB 6.3, including a description of the inquiry but without identifying the requester. If specified in the BDS, the Employer will also publish its response on the website indicated in the BDS. In the event that any clarification would result in changes in the essential elements of the Bidding Documents, the Employer will amend the Bidding Documents in accordance with the procedure set out in ITB 8 and ITB 22.2.

7.2

The Bidder is advised to visit and examine the Site of Works and its surroundings and obtain for itself, on its own responsibility, all information that may be necessary for preparing the bid and entering into a Contract for the execution of the Works. The costs of visiting the Site shall be at the Bidder’s own expense.

ITB-8

8. Amendments of Bidding Documents

Option B : Section I. Instructions to Bidders

7.3

The Bidder and any of its personnel or agents will be granted permission by the Employer to enter upon its premises and lands for the purpose of such visit, but only upon the express condition that the Bidder, its personnel, and agents will release the Employer and its personnel and agents from and against all liability in respect thereof, and will be responsible for death or personal injury, loss of or damage to property and any others, costs and expenses incurred as a result of the visit.

7.4

The Bidder’s designated representative is invited to attend a prebid meeting, if provided for in the BDS. The purpose of the meeting will be to clarify issues and to answer questions on any matter that may be raised at that stage.

7.5

The Bidder is requested to submit any questions in writing, to reach the Employer not later than one (1) week before the prebid meeting.

7.6

Minutes of the pre-bid meeting, if provided, including the text of the questions raised by Bidders, without identifying the source, and the responses given, together with any responses prepared after the meeting, will be transmitted promptly to all Bidders who have acquired the Bidding Documents in accordance with ITB 6.3. Any modification to the Bidding Documents that may become necessary as a result of the pre-bid meeting shall be made by the Employer exclusively through amendments in accordance with ITB 8, and not through the minutes of the prebid meeting. Non-attendance at the pre-bid meeting will not be a cause for disqualification of a Bidder.

8.1

At any time prior to the deadline for submission of bids, the Employer may amend the Bidding Documents by issuing addenda.

8.2

Any addendum issued shall be part of the Bidding Documents and shall be communicated in writing to all Bidders who have obtained the Bidding Documents from the Employer in accordance with ITB 6.3. If indicated in the BDS, the Employer will immediately publish the addendum on its website in accordance with ITB 7.1.

8.3

To give Bidders reasonable period of time in which to take an addendum into account in preparing their bids, the Employer should extend the deadline for the submission of bids, in accordance with ITB 22.2.

ITB-9

Option B : Section I. Instructions to Bidders

C. Preparation of Bids 9. Cost of Bidding

10. Language of Bid

9.1

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

10.1

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

111.1 The Bid shall comprise two envelopes submitted simultaneously, 11. Documents one called the Technical Proposal containing the documents listed Comprising the Bid in ITB 11.2 and the other the Financial Proposal containing the documents listed in ITB 11.3, both envelopes enclosed together in an outer single envelope. 11.2 The Technical Proposal shall comprise the following : (a)

Letter of Bid of the Technical Proposal;

(b)

Bid Security, in accordance with ITB 19;

(c)

Alternative bids, if permissible, in accordance with ITB 13;

(d)

Written confirmation of the authorization of the signatory of the bid to engage the Bidder in accordance with ITB 20.2;

(e)

Documents attesting that the Bidder has the qualifications required to perform the Contract if its bid is accepted, in accordance with ITB 17;

(f)

Submitted Technical Proposal in accordance with ITB 16;

(g) Acknowledgment of Compliance with the Guidelines for Procurement under Japanese ODA Loans. Bidder’s authorized representative shall sign and date this form; and (h)

Any other document required in the BDS.

ITB-10

Option B : Section I. Instructions to Bidders

11.3 The Financial Proposal shall comprise the following : (a)

Letter of Bid of the Financial Proposal;

(b)

Bill of Quantities Form, including Price schedule, filled in accordance with ITB 12 and 14;

(c)

Alternative Financial Proposal, at the Bidder’s choice, if permissible in accordance with ITB 13; and

(d)

Any other document required in the BDS.

11.4 In addition to the documents required in ITB 11.2, bids submitted by a JVCA of companies shall include a copy of the Joint Venture Agreement entered into by all partners. If the Agreement is not entered yet, a Letter of Intent to execute a Joint Venture Agreement, in the event of a successful bid, shall be signed by all partners and submitted with the bid, together with a copy of the proposed agreement. 12. Letter of Bid, Price Schedule and Bill of Quantities

12.1 The Letter of Bid of the Technical Proposal and of the Financial Proposal, the Price Schedule and the Bill of Quantities shall be prepared using the relevant forms provided in Section IV, Bidding Forms. The forms shall be completed without any alterations to the text, and no substitutes shall be accepted except as provided under ITB 20.2. All blank spaces shall be filled in with the information requested.

13. Alternative Bids

13.1 Unless otherwise indicated in the BDS, alternative bids shall not be considered. 13.2 When alternative times for completion are explicitly requested, a statement to that effect will be included in the BDS, as will the method of evaluating different times for completion. 13.3 Except as provided under ITB 13.4 below, Bidders wishing to offer technical alternatives to the requirements of the Bidding Documents must first price the Employer’s basic technical requirements as described in the Bidding Documents and shall further provide all information necessary for a complete evaluation of the alternative by the Employer, including drawings, design calculations, technical specifications, breakdown of prices and proposed construction methodology, and other relevant details. Only the technical alternatives, if any, of the lowest evaluated Bidder conforming to the basic technical requirements shall be considered by the Employer. 13.4 When specified in the BDS, Bidders are permitted to submit alternative technical solutions for specified parts of the Works, and such parts will be identified in the BDS as well as their

Option B : Section I. Instructions to Bidders

ITB-11

evaluation method, and described in Section VI, Works Requirements. 14. Bid Prices and Discounts

14.1 The prices and discounts quoted by the Bidder in the Letter of Bid of the Financial Proposal, in the Price Schedule and in the Bill of Quantities shall conform to the requirements specified below. 14.2 The Bidder shall fill in rates and prices for all items of the Works described in the Price Schedule and in the Bill of Quantities. Items against which no rate or price is entered by the Bidder will not be paid for by the Employer. Any item not included in the Bill of Quantities will be considered as excluded from the bid and, to the extent that the bid substantially complies with the provisions of the Bidding Documents, notwithstanding such omission, for purposes of comparison of the bids, the average of the values provided for the item in the other substantially compliant bids will be added to the bid amount to determine the total equivalent amount of the bid. 14.3 The price to be quoted in the Letter of Bid of the Financial Proposal, in accordance with ITB 12.1, shall be the total price of the bid, excluding any discounts offered. 14.4 The Bidder shall quote any unconditional discounts and the methodology for their application in the Letter of Bid of the Financial Proposal, in accordance with ITB 12.1. 14.5 Unless otherwise provided in the BDS and the PC, the rates and prices quoted by the Bidder are subject to adjustment during the performance of the Contract in accordance with the provisions of the GC. The Bidder shall provide the indexes and parameters for the price adjustment in the form named “Schedule of Adjustment Data”. 14.6 In Article 1.1 of the BDS is indicated if the invitation to bid is launched for individual lots (Contracts) or for any combination of lots (packages). Bidders wishing to offer any price reduction for the award of more than one Contract shall specify in their Letter of Bid of the Financial Proposal the price reductions applicable to each package, or alternatively, to individual Contracts within the package. Price reductions or discounts shall

ITB-12

Option B : Section I. Instructions to Bidders

be submitted in accordance with ITB 14.4, provided the bids for all lots (Contracts) are opened at the same time. 14.7 Unless otherwise provided in the BDS, all duties, taxes, and other levies payable by the Contractor under the Contract, or for any other cause, as of the date twenty-eight (28) days prior to the deadline for submission of bids, shall be included in the rates and prices and the total Bid Amount of the Financial Proposal submitted by the Bidder. 15. Currencies of Bid and Payment

15.1 The currency(ies) of the bid shall be as specified in the BDS. Payment of the Contract Amount shall be made in the currency in which the Bid Amount is indicated in the Bidder’s bid. 15.2 The Employer may request the Bidders to explain, to the Employer’s satisfaction, the distribution of the amounts indicated in national and foreign currencies and to justify that the amounts of the unit and total prices indicated in Section IV, Bid Forms, are reasonable, in which case a detailed statement of items in foreign currencies will be provided by the Bidder. 15.3 The costing in foreign currency generally include the following:

16. Documents Comprising the Technical Proposal

(a)

remuneration of expatriate staff and labour employed directly for the execution of the Works;

(b)

social, insurance, medical and other charges relating to such expatriate staff and labour, and international travel expenses;

(c)

imported materials, both temporary and permanent, including fuels, oil and lubricants required for the Works;

(d)

depreciation and usage of imported materials and equipment of the Contractor, including spare parts required for the Works;

(e)

international insurance and freight charges for imported materials and equipment of the Contractor, including spare parts, and;

(f)

overhead expenses, fees, profit, and financial charges arising outside the Employer’s country in connection with the Works.

16.1 The Bidder shall provide, as integral part of its Technical Bid, a Technical Proposal including a statement of work methods, equipment, personnel, schedule, safety plan and any other information as stipulated in Section IV, Bidding Forms in sufficient detail to demonstrate the conformity of the Technical Proposal to meet the work requirements and the completion time.

Option B : Section I. Instructions to Bidders

17. Documents Establishing Qualifications of the Bidder

17.1 In accordance with the provisions of Section III, Evaluationand Qualification Criteria, if a prequalification procedure has been con ducted prior to the invitation to bid, the Bidder shall provide in the corresponding forms in Section IV, Bidding Forms (i) up-to-date information on any aspect assessed at the time of the prequalification that has changed since then to establish that the Bidder continues to meet the prequalification criteria and (ii) the requested information on the additional qualification criteria indicated in Section III, Evaluation and Qualification Criteria. If no prequalification has taken place prior to the launch of the invitation to bid, the Bidder shall provide the information required in the corresponding forms in Section IV, Bid Forms. 17.2

18. Period of Validity of Bids

ITB-13

Any change in the structure or composition of the Bidder subsequent to the prequalification and the launch of the invitation to bid (including any change in the structure or composition of any member of a JVCA, in the case where the Bidder is a JVCA) will be subject to the written approval of the Employer prior to the deadline for the submission of bids. Such approval will be refused (i) if the change has not been decided freely by the companies concerned, (ii) if as a result of the change the Bidder no longer sufficiently meets the prequalification criteria as indicated in the Prequalification Document, or (iii) if the Employer considers that this would result in a significant reduction in competition. Any such change shall be submitted to the Employer no later than fourteen (14) days following the date of the Bid notice. 18.1 Bids shall remain valid for the period specified in the BDS following the bid submission deadline date fixed by the Employer in accordance with ITB 22.1. A bid valid for a shorter period shall be rejected by the Employer as non responsive. 18.2 In exceptional circumstances, prior to the expiration of the bid validity period, the Employer may request Bidders to extend the period of validity of their bids. The request and the responses shall be made in writing. The Bidder granting the request shall also extend the Bid Security for twenty- eight (28) days beyond the deadline of the extended validity period. A Bidder may refuse the request without forfeiting its Bid Security. A Bidder granting the request shall not be required or permitted to modify its bid, except as provided in ITB 18.3. 18.3 If the award of the Contract is delayed by a period exceeding fifty-six (56) days beyond the expiry of the initial bid validity, the Contract Amount shall be determined as follows: (a) In the case of fixed price Contracts, the Contract Amount shall be the bid price adjusted by the factor specified in the BDS;

ITB-14

Option B : Section I. Instructions to Bidders

(b) In the case of adjustable price Contracts, to determine the Contract Amount, the fixed portion of the bid price shall be adjusted by the factor specified in the BDS. In any case, bid evaluation shall be based on the bid Amount without taking into consideration the applicable correction from those indicated above. 19. Bid Security

19.1 The Bidder shall provide a Bid Security as part of its bid, in the amount and currency specified in the BDS. 19.2 The Bid Security shall be a first demand guarantee in any of the following forms at the Bidder’s option: (a) an unconditional guarantee issued by a bank or a financial institution (such as an insurance or bonding company); (b) an irrevocable letter of credit; (c) a cashier’s or certified check; or (d) any another security indicated in the BDS. This guarantee will be issued from a reputable source from an eligible country. If the guarantee is issued by an insurance or bonding company located outside the Employer’s Country, the issuer shall have a correspondent financial institution located in the Employer’s Country to make it enforceable. In the case of a bank guarantee, the Bid Security shall be submitted either using the Bid Security Form included in Section IV, Bidding Forms, or in another substantially similar format approved by the Employer prior to bid submission. In either case, the form must include the complete name of the Bidder. The Bid Security shall be valid for twenty-eight (28) days beyond the original validity period of the bid, or beyond any period of extension if specified under ITB 18.2. 19.3 Any bid not accompanied by a substantially responsive Bid Security shall be rejected by the Employer as non responsive. 19.4 Bid Securities of unsuccessful Bidders shall be returned as promptly as possible upon the successful Bidder’s signature of the Contract and provision of Performance Security in accordance with ITB 42. 19.5 The Bid Security of the successful Bidder shall be returned as promptly as possible once the successful Bidder has signed the Contract and provided the required Performance Security.

Option B : Section I. Instructions to Bidders

ITB-15

19.6 The Bid Security may be forfeited : (a) if the Bidder withdraws its bid during the period of bid validity specified by the Bidder in the Letters of Bid of the Technical and the Financial Proposal, or any extension thereof accepted by the Bidder; (b) if the successful Bidder fails to: (i) (ii)

sign the Contract in accordance with ITB 41; or provide a Performance Security under ITB 42.

19.7 The Bid Security of a JVCA shall be in the name of the JVCA that submits the bid. If the JVCA has not been legally constituted into a legally enforceable JVCA at the time of bidding, the Bid Security shall be in the names of all future partners as named in the Letter of Intent referred to in ITB 4.1 and in ITB 11.2. 20. Format and Signing of Bid

20.1 The Bidder shall prepare one original of the Technical Proposal and one original of the Financial Proposal of the documents comprising the bid as described in ITB 11 and clearly mark it “ORIGINAL - TECHNICAL PROPOSAL” and “ORIGINAL FINANCIAL PROPOSAL”. Alternative bids, if permitted in accordance with ITB 13, shall be clearly marked “ALTERNATIVE.” In addition, the Bidder shall submit copies of the technical proposal and the financial proposal, in the number specified in the BDS and clearly mark each of them “COPY.” In the event of any discrepancy between the original and the copies, the original shall prevail. 20.2 The original and all copies of the bid shall be typed or written in indelible ink and shall be signed by a person duly authorized to sign on behalf of the Bidder. This authorization shall consist of a written confirmation as specified in the BDS and shall be attached to the bid. The name and position held by each person signing the authorization must be typed or printed below the signature. All pages of the bid where entries or amendments have been made shall be signed or initialed by the person signing the bid. 20.3 When the Bidder is a JVCA, the bid must be signed by an authorized representative of the JVCA on its behalf in order to be legally binding on all members as evidenced by a power of attorney signed by their legally authorized representatives. 20.4 Any interlineation, erasures, or overwriting shall be valid only if they are signed or initialed by the person signing the bid.

Option B : Section I. Instructions to Bidders

ITB-16

D. Submission and Opening of Bids 21. Sealing and Marking of Bids

21.1

The Bidder shall place the original of the Technical Proposal, the original of the Financial Proposal, each copy of the Technical Proposal, and each copy of the Financial Proposal, including alternative bids, if permitted in accordance with ITB 13, in sealed and separate envelopes marked "ORIGINAL TECHNICAL PROPOSAL", "ORIGINAL - FINANCIAL PROPOSAL", “COPY - TECHNICAL PROPOSAL”, “COPY - FINANCIAL PROPOSAL” or "ALTERNATIVE", as the case may be. All of these envelopes containing the originals and copies will be then enclosed in one single sealed envelope.

21.2

The inner and outer envelopes shall: (a)

bear the name and address of the Bidder;

(b)

be addressed to the Employer in accordance with ITB 22.1;

(c)

bear the specific identification of the invitation to bid indicated in Article 1.1 of the BDS; and

21.3

The outer envelope and the inner envelope containing the Technical Proposal shall bear a warning not to open before the time and date for the opening of Technical Proposal in accordance with ITB 25.1.

21.4

The inner envelope containing the Financial Proposal shall bear a warning not to open until advised by the Employer in accordance with ITB 25.7.

21.5 If all envelopes are not sealed and marked as required, the Employer will assume no responsibility for the misplacement or premature opening of the bid. 22. Deadline for Submission of Bids

22.1 Bids must be received by the Employer at the address and no later than the date and time indicated in the BDS. 22.2 The Employer may, at its discretion, extend the deadline for the submission of bids by amending the Bidding Documents in accordance with ITB 8. In any case, all rights and obligations of the Employer and Bidders previously subject to the deadline shall thereafter be subject to the deadline as extended.

Option B : Section I. Instructions to Bidders

23. Late Bids

ITB-17

23.1 The Employer shall not consider any bid that arrives after the deadline for submission of bids, in accordance with ITB 22. Any bid received by the Employer after the deadline for submission of bids shall be declared late, rejected, and returned unopened to the Bidder.

24. Withdrawal, 24.1 A Bidder may withdraw, substitute, or modify its bid - Technical Subsitution, and or Financial - after it has been submitted by sending a written Modification of Bids notice, duly signed by an authorized representative, and shall include a copy of the authorization in accordance with ITB 20.2. The corresponding substitution or modification of the bid must accompany the respective written notice. All notices must be : (a) prepared and submitted in accordance with ITB 20 and ITB 21 (except for withdrawals notices that do not require copies). In addition, the respective envelopes shall be clearly marked “WITHDRAWAL”, “SUBSTITUTION” or “MODIFICATION” ; and (b) received by the Employer prior to the deadline fixed for (c) submission of bids, in accordance with ITB 22. 24.2 Bids requested to be withdrawn in accordance with ITB 24.1 shall be returned unopened to the Bidders. 24.3 No bid may be withdrawn, substituted, or modified in the interval between the deadline for submission of bids and the expiration of the period of bid validity specified by the Bidder on the Letters of Bid of the Technical Proposal and Financial Proposal or any extension thereof.

ITB-18

25. Bid Opening

Option B : Section I. Instructions to Bidders

25.1 Subject to the provisions indicated in ITB 23 and ITB 24, the Employer shall open all Technical Proposals received in public before the deadline date and time, and shall read their contents in accordance with ITB 25.5, on the date, time and address indicated in the BDS, in the presence of the authorized representatives of the Bidders and any other person who wishes to participate. The Financial Proposals will remain unopened and will be held in custody of the Employer until the time of their opening to be specified in accordance with ITB 25.7. 25.2 First, envelopes marked “WITHDRAWAL” shall be opened and read out and the envelope with the corresponding bid shall not be opened, but returned to the Bidder. No bid withdrawal shall be permitted unless the corresponding withdrawal notice contains a valid authorization to request the withdrawal and is read out at the technical bid opening. 25.3 Second, envelopes marked “SUBSTITUTION” shall be opened. The inner envelopes containing the Substitution Technical Proposal and/or Substitution Financial Proposal shall be exchanged for the corresponding envelopes being substituted, which are to be returned to the Bidder unopened. Only the Substitution Technical Proposal, if any, shall be opened and read out. Substitution Financial Bid will remain unopened in accordance with ITB 25.1. No envelope shall be substituted unless the corresponding substitution notice contains a valid authorization to request the substitution and is read out at the technical bid opening. 25.4 Next, envelopes marked “MODIFICATION” shall be opened. No Technical Proposal and/or Financial Proposal shall be modified unless the corresponding modification notice contains a valid authorization to request the modification and is read out at the opening of Technical Proposals. Only the Technical Proposals, both Original as well as Modification, are to be opened and read out at the technical bid opening. Financial Proposals, both Original as well as Modification, will remain unopened in accordance with ITB 25.1. 25.5 All other envelopes comprising Technical Proposals shall be opened one at a time, reading out : (a) the name of the Bidder; (b) whether there is a modification; (c) the presence or absence of a Bid Security; and

Option B : Section I. Instructions to Bidders

ITB-19

(d) and any other details as the Employer may consider. Only Technical Proposals and alternative Technical Proposals announced at the technical bid opening will be taken into account during the evaluation. The Employer shall not discuss the merits of an offer or reject an offer (except for late bids in accordance with ITB 23.1). 25.6 The Employer shall prepare a record of the opening of Technical Proposals that shall include, as a minimum : the name of the Bidder and whether there is a withdrawal, substitution, or modification; alternative proposals; and the presence or absence of a Bid Security. The Bidders’ representatives who are present shall be requested to sign the record. The omission of a Bidder’s signature on the record shall not invalidate the contents and effect of the record. A copy of the record shall be distributed to all Bidders. 25.7 At the end of the evaluation of the Technical Proposals, the Employer will invite Bidders who have submitted substantially responsive Technical Bids and who have been determined as being qualified for award to attend the opening of the Financial Proposals. The date, time, and location of the opening of Financial Proposals will be advised in writing by the Employer. The opening date must be fixed in such a way that the Bidders have sufficient time to organize themselves in order to participate in the opening of the Financial Proposals. 25.8 The Employer will notify Bidders in writing who have been rejected on the grounds of their Technical Proposals being substantially non responsive to the requirements of the Bidding Documents and return their Financial Proposals unopened. 25.9 The Employer shall conduct the opening of Financial Proposals of all Bidders who submitted substantially responsive Technical Proposals, in the presence of Bidders’ representatives who choose to attend at the address, date and time specified by the Employer. The Bidder’s’ representatives who are present shall be requested to sign a register evidencing their attendance. 25.10 All envelopes containing the Financial Proposals shall be opened one at a time, reading out : (a) the name of the Bidder; (b) whether there is a modification; (c) the Bid Amount, including discounts and alternatives; and

ITB-20

Option B : Section I. Instructions to Bidders

(d) any other details as the Employer may consider. Only Financial Proposals discounts and alternatives read out and recorded during the opening of Financial Proposals shall be considered for evaluation. No Bid shall be rejected at the opening of Financial Proposals. 25.11 The Employer shall prepare a record of the opening of Financial Proposals that shall include, as a minimum : the name of the Bidder, the Bid Amount, (per lot if applicable), including any discounts and alternatives. The Bidders’ representatives who are present shall be requested to sign the record. The omission of a Bidder’s signature on the record shall not invalidate the contents and effect of the record. A copy of the record shall be distributed to all Bidders.

E. Evaluation and Comparison of Bids 26. Confidentiality

26.1 Information relating to the evaluation of bids and recommendation of Contract award shall not be disclosed to Bidders or any other persons not officially concerned with such process until information on Contract award is communicated to all Bidders in accordance with ITB 40. 26.2 Any attempt by a Bidder to influence the Employer in the evaluation of the bids or Contract award decisions may result in the rejection of its bid. 26.3 Notwithstanding ITB 26.2, from the time of bid opening to the time of Contract award, if any Bidder wishes to contact the Employer on any matter related to the bidding process, it may do so in writing.

27. Clarification Of Bids

27.1 To assist in the examination, evaluation, and comparison of the Technical and Financial Proposals, and qualification of the Bidders, the Employer may, at its discretion, ask any Bidder for a clarification of its bid by giving sufficient time for the reply. Any clarification submitted by a Bidder that is not in response to a request by the Employer shall not be considered. The Employer’s request for clarification submitted by a Bidder that is not in response to a request by the Employer shall not be considered. The Employer’s request for writing. No change in the substance of the Technical Proposal or prices of the Financial Proposal, including voluntary price increase or decrease, shall be sought, offered, or permitted, except to confirm the correction of

Option B : Section I. Instructions to Bidders

ITB-21

arithmetical errors discovered by the Employer in the evaluation of the bids, in accordance with ITB 33. 27.2 If a Bidder does not provide clarifications of its bid by the date and time set in the Employer’s request for clarification, its bid may be rejected. 28. Deviations, Reservations, and Omissions

28.1 During the evaluation of bids, the following definitions apply: (a) “Deviation” is a departure from the requirements specified in the Bidding Documents; (b) “Reservation” is the setting of limiting conditions or withholding from complete acceptance of the requirements specified in the Bidding Documents; and (c) “Omission” is the failure to submit part or all of the information or documentation required in the Bidding Documents.

29. Determination of Responsiveness

29.1 The Employer will review the Technical Proposals to ensure that all documents and information requested from ITB 11.2 have been provided and to determine that each of the submitted documents is complete. 29.2 The Employer shall ensure that the following documents and information have been provided in the Technical Proposal. If any of these documents or information is missing, the offer must be rejected. (a) Letter of Bid of the Technical Proposal; (b) Written confirmation of the authorization of the signatory of the bid to commit the Bidder; (c) Bid Security; (d) Technical Proposal, in accordance with ITB 16.

30. Qualification of the Bidder

30.1 The Employer shall ensure that the Bidders meet the qualification criteria specified in Section III, Evaluation and Qualification Criteria, when evaluating Technical Proposals. However, if a prequalification has been carried out prior to the bidding procedure, the Client may carry out the verification of the qualification criteria stipulated in Section III, Evaluation and Qualification Criteria, only for the Bidder whose bid is responsive and the lowest evalated.

Option B : Section I. Instructions to Bidders

ITB-22

30.2 This review will be based on the review of the documentary evidence of the Bidder's qualification provided by the Bidder in accordance with ITB 17. 30.3 Confirmation of the qualifications of the Bidders is a prerequisite for the award of the Contract. A negative result will result in the rejection of the bid. In this case, if the Bidder's qualifications review has been conducted solely for the Bidder whose bid has been the lowest evaluated, in accordance with ITB 30.1, the Employer will review the second lowest evaluated bid in order to make a similar determination. 31. Nonconformities

31.1 The Employer will establish the conformity of a Technical Proposal on the basis of its sole content, as defined in ITB 11.2. 31.2 A substantially responsive Technical Proposal is a bid that meets all of the requirements of the Bidding Documents without significant deviation, reservation or omission. Any significant deviations, reservations or omissions are those which : (a)

if accepted,

(i)

would materially affect the scope, quality or performance of the Works required under the Contract; or

(ii)

would substantially contradict the Bidding Documents, limit the rights of the Employer or the Bidder's obligations under the Contract; or

(b)

if they were rectified, would unfairly affect the competitive ranking of the other Bidders who have submitted substantially consistent bids.

31.3 The Employer will review the Technical Proposals, in accordance with ITB 16, in particular to ensure that all the requirements of Section VI, Works Requirements, have been met without significant deviation, reservation or omission. 31.4 The Employer will reject any Technical Proposal that does not substantially comply with the provisions of the Bidding Documents and the Bidder may subsequently make it responsive by making corrections to significant deviations, reservations or omissions identified.

Option B : Section I. Instructions to Bidders

32. Nonmaterial Nonconformities

ITB-23

32.1 When a Technical Proposal is substantially responsive, the Employer may accept any non-conformity which does not constitute significant deviation, reservation or omission. 32.2 When a Technical Proposal is substantially responsive, the Employer may request the Bidder to submit, within a reasonable period of time, the information or documents necessary to rectify nonmaterial nonconformities in the Technical Proposal related to documentation requirements in the Bidding Documents. Requesting information or documentation on such nonconformities shall not be related to any aspect of the Financial Proposal. Failure of the Bidder to comply with the request may result in the rejection of its bid. 32.3 When a Technical Proposal is substantially responsive, the Employer will rectify the quantifiable nonmaterial nonconformities related to the bid Amount. To this end, the bid Amount will be adjusted, solely for valuation purposes, to reflect the price of a missing or non responsive item. This adjustment will be made by applying the method outlined in Section III, Evaluation and Qualification Criteria.

33. Correction of Arithmetical Errors

33.1 When a bid is substantially responsive, the Employer will correct the arithmetical errors on the following basis : (a) if there is a discrepancy between the unit price and the total price obtained by multiplying the unit price by the corresponding quantity, the unit price shall prevail and the total price shall be adjusted, unless that, in the opinion of the Employer, the decimal point of the unit price is obviously misplaced, in which case the total price indicated will prevail and the unit price will be rectified; (b) if the total obtained by adding or subtracting the subtotals is not correct, the subtotals shall prevail and the total shall be rectified; and (c) if there is a discrepancy between the amount indicated in letters and the amount indicated in figures, the amount in words shall prevail, unless this amount contains an arithmetic error, in which case the amount in figures will prevail subject to subparagraphs (a) and (b) above. 33.2 Bidders shall be requested to accept the correction of arithmetic

Option B : Section I. Instructions to Bidders

ITB-24

errors in accordance with ITB 33.1. If they refuse to do so, their bid will be rejected. 34. Conversion to Single Currency

34.1 For the purpose of valuing and comparing bids, the currencies in which bids are denominated shall be converted into the single currency indicated in the BDS.

35. SubContractors

35.1 Unless otherwise specified in the BDS, the Employer does not provide for the performance of specific parts of the Works by SubContractors pre-selected by the Employer (designated SubContractors).

36. Evaluation of Financial Bids

35.2

When the invitation to bid has not been preceded by a prequalification, Bidders intending to outsource any of the main activities listed in Section III, Evaluation and Qualification Criteria, shall clearly identify the specialized SubContractors proposed in Forms ELI-2 and EXP-2(b) of Section IV, Bidding Forms. Proposed specialized SubContractors shall meet the corresponding qualification criteria indicated in Section III, Evaluation and Qualification Criteria.

35.3

When the invitation to bid has been preceded by a prequalification, the Bidder shall indicate in its bid the same specialized SubContractors whose experience in the main activities has been assessed during the prequalification, without proposing any new SubContractor (s), unless the proposed new SubContractor (s) has been approved by the Employer in accordance with ITB 17.2.

36.1

To evaluate Financial Proposals, the Employer shall use the criteria and methods listed in this Article. No other criteria or methods shall be permitted.

36.2

To evaluate Financial Proposals, the Employer shall consider the following: (a)

the bid Amount, excluding Provisional Sums and the provision for contingencies, if any, indicated in the Summary of the Bill of Quantities, but by including Daywork items, when priced competitively;

(b)

price adjustment for correction of arithmetical errors, in accordance with ITB 31.1;

(c)

price adjustment due to discounts offered, in accordance with ITB 14.4

Option B : Section I. Instructions to Bidders

ITB-25

(d) price adjustment for rectification of quantifiable nonmaterial nonconformities, in accordance with ITB 32.3; (e) the conversion into a single currency of the amounts resulting from operations (a), (b), (c) and (d) above, where applicable, in accordance with ITB 34; (f) adjustment resulting from the use of additional evaluation factors indicated in Section III, Evaluation and Qualification Criteria. 36.3 The possible effect of the price revision formulas contained in the GC and PC which will be applied during the period of performance of the Contract will not be taken into account in the evaluation of the bids. 36.4 If the Bidding Documents allow Bidders to quote separately prices for different lots (Contracts), the evaluation method to determine the lowest evaluated price for the combination of the lots (Contracts), including any discounts offered in the Letter of Bid of the Financial Proposal, is specified in Section III, Evaluation and Qualification Criteria. 36.5 If the lowest evaluated bid is seriously unbalanced or requires significant payments in the beginning of the execution in the opinion of the Employer, the Employer may require the Bidder to provide details of the price of one or all items of the Bill of Quantities, to demonstrate the internal consistency of those prices with the construction methods and schedule proposed. After evaluation of the price’s details, by taking into consideration the schedule of estimated Contract payments, the Employer may require that the amount of the Performance Security be increased at the expense of the Bidder, to a level sufficient to protect the Employer against financial loss in the event of default of the successful Bidder under the Contract. 37. Comparison of Bids

37.1 The Employer shall compare the evaluated amount in accordance with ITB 36.2 of all substantially responsive bids to determine the lowest evaluated bid.

38. Employer’s Right to Accept Any Bid, and to Reject Any or All Bids

38.1 The Employer reserves the right to accept or reject any bid, and to annul the bidding process and reject all bids at any time prior to Contract award, without thereby incurring any liability to Bidders. In case of annulment, all bids submitted and specifically, bid securities, shall be promptly returned to the Bidders.

Option B : Section I. Instructions to Bidders

ITB-26

F. Award of Contract 39. Award Criteria

39.1 Subject to ITB 38.1, the Employer shall award the Contract to the Bidder whose bid has been determined to be the lowest evaluated bid and is substantially responsive to the provisions of the Bidding Documents, provided further that the Bidder is determined to be qualified to perform the Contract satisfactorily.

40. Notification of Award

40.1 Prior to the expiration of the period of bid validity, the Employer shall notify the successful Bidder, in writing, that its bid has been accepted. The notification letter (hereinafter referred to as “Letter of Acceptance” in the Contract) shall specify the sum that the Employer will pay to the Contractor in consideration of the execution and completion of the Works (hereinafter referred to as “the Contract Amount” in the Contract). At the same time, the Employer shall also notify all other Bidders of the results of the bidding. 40.2 After a Contract has been determined to be eligible for financing under Japanese ODA Loans, the following information may be made public by JICA : (a) names of all Bidders; (b) their bid Amount as announced during bid opening; (c) name and address of successful Bidder; (d) name and address of supplier; and (e) award date and Amount of the Contract 40.3 Until a formal Contract is prepared and signed, the notification of award shall constitute a binding Contract between all Parties. 40.4 Following notification of the award of the Contract, unsuccessful Bidders may request in writing from the Employer the reasons why their bid has not been accepted. The Employer shall promptly reply in writing to any unsuccessful Bidder who, after notification of the award of the Contract in accordance with ITB 40.1, requests an explanation on the rejection of his bid.

41. Signing of Contract

41.1 Promptly upon notification, the Employer shall send the successful Bidder the Contract Agreement. 41.2 Within thirty (30) days of receipt of the Contract Agreement, the successful Bidder shall sign, date, and return it to the Employer.

Option B : Section I. Instructions to Bidders

42. Performance Security

ITB-27

Within thirty (30) days of the receipt of notification of award from the Employer, the successful Bidder shall provide the Performance Security in accordance with the General Conditions, subject to ITB 36.5, using for that purpose the Performance Security Form included in Section IX, Contract Forms, or any other form acceptable to the Employer. If the Performance Security provided by the successful Bidder is in the form of a bond, it shall be issued by a bonding or insurance company that has been determined by the successful Bidder to be acceptable to the Employer. A foreign financial institution providing a bond shall have a correspondent institution located in the Employer’s Country. 42.2 Failure of the successful Bidder to submit the abovementioned Performance Security or sign the Contract shall constitute sufficient grounds for the annulment of the Contract award and forfeiture of the Bid Security. In that event, the Employer may award the Contract to the next lowest evaluated Bidder whose offer is substantially responsive and is determined by the Employer to be qualified to perform the Contract satisfactorily.

Option B : Section II. Big Data Sheet

BDS-1

Section II. Big Data Sheet

Notes on Big Data Sheet Section II, Bid Data Sheet, shall be filled in by the Employer before issuance of the Bidding Documents.

The Bid Data Sheet (BDS) contains information and provisions that are specific to a particular bidding process. The Employer must specify in the BDS only the information that the ITB request. All information shall be provided; no clause shall be left blank.

To facilitate the preparation of the BDS, its clauses are numbered with the same numbers as the corresponding ITB clause.

BDS-1

Option B : Section II. Big Data Sheet

BDS-1

Option B : Section II. Big Data Sheet

Section II. Big Data Sheet A. General ITB 1.1

The number of the Invitation to bid is : [insert number of the Invitation to bid]

ITB 1.1

The Employer is : [insert name of the Employer]

ITB 1.1

The name, identification and number of lot(s) (Contracts(s)) subjet to this ICB are : [insert name, number and identification of each lot, if applicable]

ITB 2.1

The Borrower is : [insert name of the Borrower]

ITB 2.1

The number of Loan Agreement is : [insert number] The amount of Japanese ODA Loan is : [insert amount in Japanese yen] The date of signature of the Loan Agreement is : [insert date]

ITB 2.1

The name of the Project is : [insert name of the Project]

ITB 2.2

The Guidelines applicable for procurement under Japanese ODA Loan are those published in : [insert one of the following dates : Avril 2012, March 2009 or October 1999]

ITB 3.1 (c)

The list of debarred natural and legal persons is available on the website of the World Bank : www.worldbank.org/debarr

ITB 4.5

This Invitation to bid [choose « has been » or « has not been », as the case may be] preceded by a prequalification.

B. Contents of Bidding Documents ITB 7.1

For clarification purposes only, the Employer’s address is: Attention : _________________ [insert full name of person, if applicable] Street Address: ___________________[insert street address and number] Floor/Room number: _____[insert floor and room number, if applicable] City: ________________________________ [insert name of city or town] ZIP Code: ____________________[insert postal (ZIP) code, if applicable] Country: _________________________________ [insert name of country] Telephone: _[insert telephone number, including country and city codes] Facsimile number: [insert facsimile number, including country and city codes] Electronic mail address: [insert email address, if applicable]For clarification purposes only, l’adresse du Maître d’ouvrage est: Attention : [indiquer le nom de la personne responsable, le cas échéant]

BDS-2

Option B : Section II. Big Data Sheet

Facsimile number: __[insert fax number, including country and city codes] Electronic mail address: _____________[insert email address, if applicable] ITB 7.1

Responses to clarification requests, as appropriate, [select « shall be » or « shall not be », as the case may be] published on the website of the Employer indicated below. Website : [insert website of the Employer, only if the responses to clarification requests are published on the website.]

ITB 7.4

A Pre-Bid meeting [insert « will » or « will not », as appropriate] take place at the following date, time and place: [if a pre-bid meeting will take place, insert the date, time and place information in the spaces provided below. Otherwise, insert « Not Applicable » in the spaces provided below for the date, time and place.] Date : Time : Place : A site visit [choose « will » or « will not be » , as the case may be] organized by the Employer.

ITB 8.2

Addenda, if any, [choose « shall be » or « shall not be », as the case may be] published on the website of the Employer.

C. Preparation of Bids ITB 10.1

The language of the bid is : [insert one of the following languages : Japanese, English, French or Spanish]

ITB 11.2 (h)

The Bidder shall submit with its Technical Proposal the following additional documents : [list any additional document not already listed in ITB 11.2 that shall be submitted with the Technical Proposal.]

ITB 11.3 (d)

The Bidder shall submit with its Financial Proposal the following additional documents : [list any additional document not already listed in ITB 11.3 that shall be submitted with the Financial Proposal.]

ITB 13.1

[the following provision shall be included only if alternative bids are considered. Otherwise, omit this Article 13.1 of the BDS.] Alternative bids are permitted. Les variantes sont autorisées.

Option B : Section II. Big Data Sheet

ITB 13.2

BDS-3

Alternative times for completion, different from those indicated, [insert « will be » or « will not be », as appropriate] permitted. If alternative times for completion are permitted, the evaluation method will be as specified in Section III, Evaluation and Qualification Criteria.

ITB 13.4

Alternative technical solutions shall be permitted for the following parts of the Works : [list the parts of the Works] If alternative technical solutions are permitted, the evaluation method will be as specified in Section III, Evaluation and Qualification Criteria.

ITB 14.5

[price revision is mandatory for Contracts with a duration of more than 18 months or where local or international inflation is expected to be significant. The following provision shall be included only if the prices quoted by the Bidder are not subject to price revision. Otherwise, omit this Article 14.5 of the BDS.] The prices quoted by the Bidder are firm. Therefore, the Bidder is not required to provide indices and weights of price revision in the "Schedule of Adjustment Data" form of Section IV.

ITB 14.7

[the following provision shall be included and the corresponding information inserted only if exemption, reimbursement or payment of duties, taxes and other levies is performed by the Employer on behalf of the Contractor. Otherwise omit this Article 14.7 of the BDS.] Duties, taxes and other levies indicated below shall be [choose « exempted » or « reimbursed » or « paid by the Employer on behalf of the Contractor », as the case may be] : [insert duties, taxes and other levies.]

ITB 15.1

The currencies of the bid shall be as described below: The unit rates and prices shall be quoted by the Bidder in the Price Schedule and the Bill of Quantities separately in the following currencies: (i) for those inputs to the Works that the Bidder expects to supply from within the Employer’s country, in [insert the name of the currency of the Employer’s country], the Employer’s currency, and further referred to as “local currency”; and (ii) for those inputs to the Works that the Bidder expects to supply from outside the Employer’s country, in [insert Japanese Yen and/or other international trading currency], and further referred to as “ foreign currency”.

BDS-4

ITB 18.1

Option B : Section II. Big Data Sheet

The bid validity period shall be [insert a number of days] days. [this period shall be realistic, allowing sufficient time to evaluate the bids, bearing in mind the complexity of the Works and the time required for obtaining references, clarifications, clearances, and approvals (including JICA’s concurrence) and for notification of the award. Normally the validity period should not exceed 120 days.]

ITB 18.3 (a)

The bid Amount shall be adjusted by the following factor : [insert factor for adjustment] [the local currency portion of the Contract amount shall be adjusted by a factor reflecting local inflation during the period of extension, and the foreign currency portion of the Contract amount shall be adjusted by a factor reflecting the international inflation (in the country of the foreign currency) during the period of extension.]

ITB 18.3 (b)

The fixed portion of the bid Amount shall be adjusted by the following factor : [insert factor for adjustment] [the local currency portion of the fixed portion of the Contract amount shall be adjusted by a factor reflecting local inflation during the period of extension, and the foreign currency portion of the fixed portion of the Contract amount shall be adjusted by a factor reflecting the international inflation (in the country of the foreign currency) during the period of extension.]

ITB 19.1

The amount and currency of the bid security are : [insert amount and currency. The amount must be set at approximately 2% of the estimated cost of the Contract.]

ITB 19.2 (d)

Other types of acceptable securities : [insert names of other acceptable securities. Insert « None » if no other securities than those required under ITB 19.2 (a) - (c) are acceptable.]

ITB 20.1

In addition to the original of the bid, the number of requested copies is: [insert number of copies.]

ITB 20.2

The written confirmation of authorization of the signatory to sign on behalf of the Bidder shall consist of : __________________________

Option B : Section II. Big Data Sheet

BDS-5

[insert the name and description of the documentation required to demonstrate the authority of the signatory to sign the bid.]

D. Submission and Opening of Bids ITB 22.1

For bid submission purposes only, the Employer’s address is : Attention : _________________ [insert full name of person, if applicable] Street Address: ___________________[insert street address and number] Floor/Room number: _____[insert floor and room number, if applicable] City: ________________________________ [insert name of city or town] ZIP Code: ____________________[insert postal (ZIP) code, if applicable] Country: _________________________________ [insert name of country] The deadline for bid submission is : Date: _______________________________ [insert day, month, and year] Time: ______________________________[insert time, for example 14:00]

ITB 25.1

The opening of Technical Proposals shall take place at : Street Address: ___________________[insert street address and number] Floor/Room number: _____[insert floor and room number, if applicable] City: ________________________________ [insert name of city or town] Country: _________________________________[insert name of country] Date: _______________________________ [insert day, month, and year] Time: _____________________________ [insert time, for example 14:00]

E. Evaluation and Comparison of Bids ITB 34.1

Time: [insert time, and identify if a.m. or p.m. i.e. 10:30 a.m.]L’ouverture des The shall be used for bid and comparison purposes to offrescurrency aura lieuthat à l’adresse, à la date et àevaluation l’heure suivantes : convert all bid prices expressed in various currencies into a single currency is : [insert JapaneseleYen or de another currency] Rue : [indiquer nom la ruesingle et le numéro de l’immeuble] Étage /numéro de bureau le numéro et du bureau, lerates, cas The source of exchange rate: [indiquer shall be : [insert namede of l’étage the source of exchange échéant] for example : the central bank of Employer’s country.] Ville : [indiquer le nom de la ville] The date for the exchange rate shall be : [insert day, month and year, i.e. 15 June, Pays : [indiquer le nom du pays] 2014, the date not earlier nor later than 30 days prior to the date specified for the Date : [indiquer lesspecified jour, mois et an] opening of bids, as in ITB 25.1.] Heure : [indiquer l’heure, par exemple, 14:00] The Employer will convert the amounts in various currencies in which the Bid Price, corrected pursuant to ITB 33, is payable (excluding ProvisionaLa monnaie utilisée pour convertir en une seule monnaie tous les montants des offres exprimés en diverses monnaies, aux fins de l’évaluation et de la comparaison des offres, est : [indiquer le yen ou toute autre monnaie unique]

BDS-6

Option B : Section II. Big Data Sheet

The Employer will convert the amounts of the bids in various currencies in which the Bid Price, corrected pursuant to ITB 33, is payable (excluding Provisional Sums but including Daywork where priced competitively) to the single currency identified above at the selling rates established for similar transactions by the authority specified on the date stipulated above. ITB 35.1

[indicate the following provision only if the Employer intends to have specific parts of the Works carried out by pre-selected SubContractors (designated SubContractors). If not, omit this Article 35.1 of the BDS.] The Employer shall provide for the realization of certain specific parts of the Works by pre-selected SubContractors. [list the specific parts of the Works and the names of the SubContractors designated to carry out each specific part.]

Section III. Evaluation and Qualification Criteria (after prequalification)

Section III. Evaluation and Qualification Criteria (after prequalification) Notes on Evaluation and Qualification Criteria This Section contains all the criteria that the Employer shall use to evaluate bids and qualify Bidders. In accordance with ITB 30 and ITB 36, no other factors, methods or criteria shall be used. The Bidder shall provide all the information requested in the forms included in Section IV, Bidding Forms.

Section III. Evaluation and Qualification Criteria (after prequalification)

EQC-1

Section III. Evaluation and Qualification Criteria (after prequalification)

Section III. Evaluation and Qualification Criteria (after prequalification) 1.

Evaluation

1.1

Evaluation of Technical Proposals 1.1.1 Assessment of responsiveness of Technical Proposal with Requirements [Evaluation of the Bidder’s Technical Proposal will include an assessment of the Bidder’s technical capacity to mobilize key equipment and personnel for the Contract consistent with its proposal regarding work methods, scheduling, and material sourcing in sufficient detail and fully in accordance with the requirements stipulated in Section VI, Works Requirements.] 1.1.2 Personnel The Bidder shall demonstrate that it has the personnel for the key positions that meet the following requirements : No 1 2 3

Position

Total Work Experience (years)

In Similar Works Experience (years)

Project Manager 1 Eg. Chief Engineer(s) Eg. Health and Safety Officer (accident 2 prevention)

4 5 Notes to the Employer 1 The project manager(s) or section heads who are responsible for the main activities shall be evaluated. 2 Key positions include a Health and Safety officer, if applicable. Proposed alternates for key positions will not be evaluated. Add criteria in case of multiple Contracts.

The Bidder shall provide details of the proposed personnel and their experience records in the Forms PER-1 and PER-2 included in Section IV, Bidding Forms.

EQC-2

Section III. Evaluation and Qualification Criteria (after prequalification)

1.1.3 Equipement The Bidder must demonstrate that it has the key equipment listed hereafter: No

Equipment Type and Characteristics

Minimum number required

1 2 3 4 5 Notes to the Employer The equipment required shall be limited to the most important parts which are crucial to the proper execution of the Contract within the prescribed time limits and to the equipment which the Bidders may have difficulty procuring or renting within the allotted time. Add criteria in case of multiple Contracts.

The Bidder shall provide details of the proposed items of equipment using the Form EQU included in Section IV, Bidding Forms. 1.2

Evaluation of Financial Proposals In addition to the criteria given in ITB 36.2 (a) to (c), the following will be evaluated : 1.2.1

Quantifiable nonmaterial nonconformities and omissions

[The cost of quantifiable nonconformities shall be determined as follows: In accordance with ITB 32.3 and ITB 36.2 (d), the cost of any quantifiable nonmaterial nonconformities or omissions shall be assessed. The Employer shall make its own estimate of the cost of quantifiable nonmaterial nonconformities or omissions in order to ensure a fair comparison of bids with the exception of the omissions mentioned in ITB 14.2 which will be dealt with in accordance with the provisions of this Article.] 1.2.2

Criteria for the award of multiple Contracts (ITB 36.4)

[Insert the following provision in case of multiple Contracts. Otherwise, omit this Article : « Lots / multiple Contracts: Bidders may submit an offer for one or more lots / Contracts. Bids will be evaluated by lot / Contract, taking into account the discounts offered, if applicable, for the award of several lots / Contracts. The Contract(s) will be awarded to the Bidder offering the lowest evaluated cost to the Employer for the combination of lots / Contracts, provided that the successful Bidder(s) meet the qualification criteria for the lot or combination of lots / Contracts, as applicable. »] 1.3

Alternative completion deadlines If permitted under ITB 13.2, they will be evaluated as follows :

Section III. Evaluation and Qualification Criteria (after prequalification)

1.4

EQC-3

Technical alternatives for specific parts of the Works If permitted under ITB 13.4, they will be evaluated as follows :

2.

Qualification (i)

Exchange rate for evaluation criteria Where the Bidder is requested to indicate on a form in Section IV, Bid Forms, a monetary amount, the Bidder shall provide the equivalent amount in US Dollars using the exchange rate determined as follows: (a) turnover from construction activities or other financial data, for each year - the exchange rate on the last day of the corresponding calendar year, (b) amount of a particular Contract - the rate of exchange on the date of signature of the Contract. The exchange rates used shall be those published by the publicly available source specified in ITB 34.1 or, if these rates are not available from that source, any other publicly available source acceptable to the Employer. Any error in the determination of exchange rates may be corrected by the Employer.

(ii)

Evaluation criteria for multiple Contracts [Insert the following provision in case of multiple Contracts. Otherwise, omit this Article. « The qualification criteria shall be the sum of the minimum criteria or any other sound condition determined by the Employer for the respective lots, as indicated for criteria 2.2 (i) and (ii) below. »]

2.1

Updating prequalification information The Bidder shall continue to meet the criteria used for the prequalification of the Eligibility, History of non-performing Contracts and the Financial situation.

Section III. Evaluation and Qualification Criteria (after prequalification)

EQC-4

2.2

Financial Situation Qualification criteria

No

Criteria

2.2

Financial Resources

Requirement

Single entity

(i) The Bidder must demonstrate access to, or availability of, financial resources such as liquid assets, unencumbered real assets, lines of credit, and other financial means, other than any Contractual advance payments, to meet the following cash-flow requirement for works, 1 estimated at [insert the amount in $US] for the Contract(s), net of other Bidder’s commitments.

Must meet require ment

[insert criteria in case Contracts, if applicable.]

of

of

Documentation Submission requirements Form FIN - 1

multiple

(ii) The Bidder must also demonstrate to the satisfaction of the Employer that it has the financial means to satisfy the cash flow of work in progress and future Contracts. [insert criteria in case Contracts, if applicable.]

Conformity conditions JVCA (existing or planned) All Each At least one partners partner partner combined Must Must Must meet meet meet [insert the [insert the require number] number] ment 3 2 % % of the of the requirement requirement

Must meet require ment

Must meet require ment

N/A

N/A

Forms FIR - 1 and FIR - 2

multiple

Notes to the Employer 1. Indicate the cash flow of construction activities for a number of months, corresponding to the total period required by the Employer to settle a Contractor's invoices, taking into account (a) the actual construction time from the beginning of the month invoiced, (b) the time required to establish the monthly statement, (c) the time required for the Employer to settle the monthly instalments, and (d) an additional period of one month in case of inforeseen delays. The total period shall not exceed six (6) months. The estimate of the monthly amount should be based on a linear projection of estimated cash requirements over the Contractual period, without taking into account the effects of an advance payment or a withholding but including provisions for risk in the amount estimate of the Contract.

Section III. Evaluation and Qualification Criteria (after prequalification)

EQC-5

Qualification criteria No

Criteria

Requirement

Single entity

2. Normally no less than 25% of the criterion for each partner of a JVCA. 3. Normally not less than 40% of the criterion for a partner of a JVCA.

Conformity conditions JVCA (existing or planned) All Each At least one partners partner partner combined

Documentation Submission requirements

Section III. Evaluation and Qualification Criteria (without prequalification)

Section III. Evaluation and Qualification Criteria (without prequalification) Notes on Evaluation and Qualification Criteria This Section contains all the criteria that the Employer shall use to evaluate bids and qualify Bidders. In accordance with ITB 30 and ITB 36, no other factors, methods or criteria shall be used. The Bidder shall provide all the information requested in the forms included in Section IV, Bidding Forms. Notes to Bidders, included in this Section III, shall be incorporated into the Bidding Documents prepared by the Employer.

EQC-1

Section III. Evaluation and Qualification Criteria (without prequalification)

Section III. Evaluation and Qualification Criteria (without prequalification) 1.

Evaluation

1.1

Evaluation of Technical Proposals 1.1.1 Assessment of responsiveness of Technical Proposal with Requirements [Evaluation of the Bidder’s Technical Proposal will include an assessment of the Bidder’s technical capacity to mobilize key equipment and personnel for the Contract consistent with its proposal regarding work methods, scheduling, and material sourcing in sufficient detail and fully in accordance with the requirements stipulated in Section VI, Works Requirements.] 1.1.2 Personnel The Bidder shall demonstrate that it has the personnel for the key positions that meet the following requirements : No 1 2 3

Position

Total Work Experience (years)

In Similar Works Experience (years)

Project Manager 1 Eg. Chief Engineer(s) Eg. Health and Safety Officer (accident 2 prevention)

4 5 Notes to the Employer 1 The project manager(s) or section heads who are responsible for the main activities shall be evaluated. 2 Key positions include a Health and Safety officer, if applicable. Proposed alternates for key positions will not be evaluated. Add criteria in case of multiple Contracts.

The Bidder shall provide details of the proposed personnel and their experience records in the Forms PER-1 and PER-2 included in Section IV, Bidding Forms.

EQC-2

Section III. Evaluation and Qualification Criteria (without prequalification)

1.1.3 Equipement The Bidder must demonstrate that it has the key equipment listed hereafter: No

Equipment Type and Characteristics

Minimum number required

1 2 3 4 5 Notes to the Employer The equipment required shall be limited to the most important parts which are crucial to the proper execution of the Contract within the prescribed time limits and to the equipment which the Bidders may have difficulty procuring or renting within the allotted time. Add criteria in case of multiple Contracts.

The Bidder shall provide details of the proposed items of equipment using the Form EQU included in Section IV, Bidding Forms. 1.2

Evaluation of Financial Proposals In addition to the criteria given in ITB 36.2 (a) to (c), the following will be evaluated : 1.2.1

Quantifiable nonmaterial nonconformities and omissions

[The cost of quantifiable nonconformities shall be determined as follows: In accordance with ITB 32.3 and ITB 36.2 (d), the cost of any quantifiable nonmaterial nonconformities or omissions shall be assessed. The Employer shall make its own estimate of the cost of quantifiable nonmaterial nonconformities or omissions in order to ensure a fair comparison of bids with the exception of the omissions mentioned in ITB 14.2 which will be dealt with in accordance with the provisions of this Article.] 1.2.2

Criteria for the award of multiple Contracts (ITB 36.4)

[Insert the following provision in case of multiple Contracts. Otherwise, omit this Article : « Lots / multiple Contracts: Bidders may submit an offer for one or more lots / Contracts. Bids will be evaluated by lot / Contract, taking into account the discounts offered, if applicable, for the award of several lots / Contracts. The Contract(s) will be awarded to the Bidder offering the lowest evaluated cost to the Employer for the combination of lots / Contracts, provided that the successful Bidder(s) meet the qualification criteria for the lot or combination of lots / Contracts, as applicable. »] 1.3

Alternative completion deadlines If permitted under ITB 13.2, they will be evaluated as follows :

Section III. Evaluation and Qualification Criteria (without prequalification)

1.4

EQC-3

Technical alternatives for specific parts of the Works If permitted under ITB 13.4, they will be evaluated as follows :

2.

Qualification (i)

Exchange rate for evaluation criteria Where the Bidder is requested to indicate on a form in Section IV, Bid Forms, a monetary amount, the Bidder shall provide the equivalent amount in US Dollars using the exchange rate determined as follows: (a) turnover from construction activities or other financial data, for each year - the exchange rate on the last day of the corresponding calendar year, (b) amount of a particular Contract - the rate of exchange on the date of signature of the Contract. The exchange rates used shall be those published by the publicly available source specified in ITB 34.1 or, if these rates are not available from that source, any other publicly available source acceptable to the Employer. Any error in the determination of exchange rates may be corrected by the Employer.

(ii)

Evaluation criteria for multiple Contracts [Insert the following provision in case of multiple Contracts. Otherwise, omit this Article. « The qualification criteria shall be the sum of the minimum criteria or any other sound condition determined by the Employer for the respective lots, as indicated for criteria 2.3.2, 2.4.2 (a), 2.4.2 (b), 2.5.1 (i) et 2.5.1 (ii) below.»]

EQC-4

Section III. Evaluation and Qualification Criteria (without prequalification)

Qualification and Eligibility criteria No

Criteria

Requirement

Single entity

Conformity conditions JVCA (existing or planned) All Each At least one partners partner partner combined

Documentation Submission requirements

2.1 Eligibility 2.1.1

Nationality

In accordance with ITB 4.3.

Must meet require ment

N/A

Must meet require ment

N/A

Forms ELI 1 and 2, with attachments

2.1.2

Conflict of Interest

No conflict of interest in accordance with ITB 4.2.

N/A

Letter of Bid

Exclusion by JICA

Not having been declared ineligible by JICA, in accordance with ITB 4.4.

Must meet require ment Must meet require ment

N/A

2.1.3

Must meet require ment Must meet require ment

N/A

Letter of Bid Form ACK

N/A

2.2 Historical Contract Non-Performance (i)

2.2.1

History of nonperforming Contracts

Non-performance of a Contract did not happen because the Contractor failed to 1 perform since January 1 [insert year] .

Must meet require (ii) ment

N/A

Must meet require (ii)) ment

N/A

Form CON

2.2.2

Pending Litigation

All pending litigation shall in total not represent more than [insert 2 percentage in number] % of the Bidder’s net worth and shall be treated as resolved against the Bidder.

Must meet require (ii) ment

N/A

Must meet require (ii) ment

N/A

Form CON

2.2.3

Past Litigation

No past continuous history of arbitral / 3 (iii) judicial sentences against the Bidder 4 since January 1 [insert year] .

Must meet require (ii) ment

N/A

Must meet require (ii) ment

N/A

Form CON

Notes to the Bidder (i) Non-performance, as decided by the Employer, shall include all Contracts:

Section III. Evaluation and Qualification Criteria (without prequalification)

EQC-5

Qualification and Eligibility criteria

No

Conformity conditions Documentation JVCA (existing or planned) Submission All Criteria Requirement Single entity Each At least one requirements partners partner partner combined (a) whose non-performance has not been challenged by the Contractor, including by reference to the dispute resolution mechanism prescribed in the Contract concerned, and (b) whose non-performance has been contested by the Contractor, but where the dispute has been resolved against the Contractor. Non-performance shall not include Contracts for which the decision of the Employer has been canceled by the dispute settlement mechanism. The non-execution decision must be based on all information on disputes or litigation that have been settled completely, ie disputes or litigation that have been resolved in accordance with the dispute resolution mechanism prescribed in the relevant Contract and when all pending appeals available to the Bidder have been exhausted. (ii) This criterion also applies to Contracts executed by the Bidder as a JVCA. (iii) The Bidder shall provide accurate information in the relevant Bid Form on any dispute or arbitration related to Contracts completed or in progress for the past five (5) years. A continuing history of resolutions against the Bidder or any member of the JVCA may result in the bid being rejected.

Notes to the Employer 1.The year should normally be one (1) or two (2) years before the deadline for the submission of bids. 2.The percentage shall normally be between 50% and 100% of the Bidder's net assets. 3. The criterion of rejection shall be a significant number of arbitral or judicial sentences against the Bidder, taking into account the number and amounts of Contracts awarded. For example, one (1) or two (2) cases against the Bidder over the past five (5) years for a Contractor working on average ten (10) construction Contracts simultaneously shall not be grounds for rejection. Resolving disputes that arise relatively frequently in the conduct of the Business of the Bidder may demonstrate management of the Business which may prove hazardous to the Employer if the Contract is awarded to the Bidder and a detailed investigation with past Employers may be recommended. 4. The year shall normally be five (5) years before the deadline for submission of bids.

EQC-6

Section III. Evaluation and Qualification Criteria (without prequalification)

Qualification and Eligibility criteria No

Criteria

Requirement

Conformity conditions JVCA (existing or planned)

Documentation

Single entity

All partners combined

Each partner

At least one partner

Must meet require ment

N/A

Must meet require ment

N/A

Must meet require ment

Must meet require ment

Submission requirements

2.3 Financial Situation 2.3.1

Financial Situation

The audited balance sheets or, if not required by the laws of the Bidder's country, other financial statements acceptable to the Employer for the [insert 1 number of years] must be provided and must demonstrate the current soundness of the Bidder's financial position and indicate its long-term profitability.

Form FIN -1 with attachements

As a minimum criterion, a Bidder must have positive net assets calculated as the difference between the total assets and 2 the total liabilities .

2.3.2

Average Annual Turnover of Construction Activities

The Bidder must have an average annual minimum turnover of construction 3 activities of [insert amount in US$] , corresponding to the total certified payments received for Contracts in progress and/or completed during last 4 [indicate number] years divided by [insert 5 number] years .

Must meet [insert 6 number] % of requirement

Must meet [insert 7 number] % of requirement

Form FIN - 2

[Indicate criteria for multiple Contracts, if applicable.] Notes to the Employer 1.

The period shall normally be five (5) years. It may be reduced to a minimum of three (3) years (with JICA approval) in case of country-specific circumstances, in order to provide opportunities for newly established construction companies whose existence period is limited but with appropriate experience, etc

Section III. Evaluation and Qualification Criteria (without prequalification)

EQC-7

Qualification and Eligibility criteria No

Criteria

Requirement

Conformity conditions JVCA (existing or planned) Single entity

All partners combined

Each partner

At least one partner

Documentation Submission requirements

experience, etc. The laws of some countries do not always oblige companies belonging to a natural person or a partnership to have audited financial statements; In such cases, the Employer may relax the audit requirement but must request other acceptable financial statements. 2.

The financial information provided by the Bidder must be examined in its entirety for a well -informed judgment and the successful/unsuccessful decision regarding the Bidder's financial situation must be based on all of this information. Any abnormal element likely to cause financial problems should prompt the Employer to seek the advice of a professional expert to obtain a new examination and a new interpretation.

3.

The amount indicated should not normally be less than twice the estimated annual turnover of the proposed works of the Contract (based on a linear projection of the cost estimate drawn up by the Employer, including the expenditure amounts for risks, during the Contractual period). Multiplier 2 may be reduced for large Contracts but should not be less than 1.5.

4.

The period shall normally be five (5) years. It may be reduced to a minimum of three (3) years (with JICA approval) in case of country-specific circumstances, in order to provide opportunities for newly established construction companies whose existence period is limited but with appropriate experience, etc.

5.

Same number as for 4 above.

6.

Normally no less than 25% of the criterion for each member of a JVCA.

7.

Normally no less than 40% of the criterion for a member of a JVCA.

EQC-8

Section III. Evaluation and Qualification Criteria (without prequalification)

Qualification and Eligibility criteria No

Criteria

Requirement

Single entity

Conformity conditions Documentation JVCA (existing or planned) Submission All partners Each At least one requirements combined partner partner

2.4. Experience 2.4.1

General Construction Experience

Experience under Contracts in the role of the prime Contractor (single entity or partner of JVCA), SubContractor, or project management (i) Contractor for at least the last [insert number] 1 years starting from January 1 [insert year].

Must meet require ment

N/A

Must meet require ment

N/A

Form EXP -1

2.4.2 (a)

Specific Construction Experience

At least [indicate the number of Contracts] (ii) similar Contracts executed in a satisfactory (iii) manner and substantially completed as prime (iv) Contractor (single entity or partner of JVCA) 3 between January 1 [insert year] and the deadline for submission of bids.

2

Must meet require ment

Must meet require (v) ment

N/A

N/A

Form EXP - 2 (a)

N/A

N/A

Form EXP - 2 (b)

[Indicate criteria for multiple Contracts, if applicable.] 2.4.2 (b)

For the above referenced Contracts or for other Must meet Must meet Contracts completed or in the course of require require execution as prime Contractor (single entity or ment ment partner of JVCA), project management (can be a (can be a (vi) Contractor or SubContractor between specialist specialist 4 January 1 [insert year] and the deadline for SubContractor SubContractor) submission of bids, minimum construction ) experience for the following main activities (vii) carried out successfully [indicate activities by specifying the volume, number or production (viii) 5 rate, if any] . [Indicate criteria for multiple Contracts, if applicable.]

Section III. Evaluation and Qualification Criteria (without prequalification)

EQC-9

Qualification and Eligibility criteria No

Criteria

Requirement

Single entity

Conformity conditions Documentation JVCA (existing or planned) Submission All partners Each At least one requirements combined partner partner

Notes to the Bidder (i) A project management Contractor is an company that takes over the management of the Contract as a "general" Contractor would. Normally, it does not deal directly with construction work associated with the Contract. Rather, he directs the works of other Contractors (SubContractors) assuming full responsibility as well as risks related to price, quality, and Contractual delays of works. (ii) Similarity shall relate to physical size, complexity, methods / technologies or other characteristics described in Section VI, Works Requirements. The sum of a number of smaller Contracts (less than the value specified for this criterion) in order to meet the full criterion will not be accepted. (iii) "Substantially completed" means that at least 80% of the work under the Contract must be completed. (iv) For Contracts in which the Bidder has participated as a partner of JVCA, only the Bidder's participation, in value, will be considered to meet the criterion. (v) In the case of a JVCA, the value of the Contracts made by each of the partners shall not be added to determine whether the minimum value required for a single Contract has been met. On the other hand, each Contract made by each partner must satisfy the minimum value for a single Contract as required for a single entity. To determine whether the JVCA meets the total number of Contracts, only the number of Contracts performed by all partners whose value is equal to or greater than the minimum required will be considered. (vi) For Contracts in which the Bidder participated as a partner of a JVCA or as a SubContractor, only Bidder's participation, in value, will be considered to meet the criterion. (vii) The volume, number or production rate of the main activities may be demonstrated by one or more combined Contracts if they have been completed over the same period. The production rate must be the annual production rate for the main construction activity(s). For the production rate, the average for the whole period or for one or more years during the period must be indicated. (viii) The minimum experience required for multiple Contracts will be the sum of the minimum criteria for each single Contract. Notes to the Employer 1. The period shall normally be five (5) years. It may be reduced to a minimum of three (3) years (with JICA approval) in case o f country-specific circumstances, in order to provide opportunities for newly established construction companies whose existence pe riod is limited but with appropriate experience. 2. The number of Contracts must be between one (1) and three (3) depending on the size, value, nature and complexity of the Contract in question, the risk of non performance of the Contract to which the Employer is exposed to, the conditions of the country and previous experience of construction of similar works. 3. The period is normally five (5) years, and may be extended to ten (10) years for large-scale projects.

EQC-10

Section III. Evaluation and Qualification Criteria (without prequalification)

Qualification and Eligibility criteria No

Criteria

Requirement

Single entity

Conformity conditions Documentation JVCA (existing or planned) Submission All partners Each At least one requirements combined partner partner

4. The same period as for sub-criterion 2.4.2 (a) above. 3

5. Give the monthly or annual production rates of the main construction activity(s) in relation to the proposed Contract or works, eg "one million m of rock 3 deposited in a rockfill dam in one year, X tons of bituminous concrete spread on roads per month, Y m of concrete put on ... etc.” The rates should be (eg 80%) estimated production rates for the main activity(s) of the Contract or works, which are deemed necessary to meet the expected construction time including an additional period to take into account unfavorable climatic conditions.

Section III. Evaluation and Qualification Criteria (without prequalification)

EQC-11

Qualification and Eligibility criteria No

Criteria

Requirement

Single entity

Conformity conditions JVCA (existing or planned) All partners Each At least one combined partner partner

Documentation Submission requirements

2.5. Financial Capacities 2.5.1

Financial Capacities

(i) The Bidder must demonstrate that it has or has access to liquid assets, unencumbered real assets, lines of credit or any other financial means (excluding potential advance under the Contract) sufficient to ensure the cash flows of Construction activities estimated at [insert 1 amount in US$] for the relevant Contract (s), net of the other commitments of the Bidder.

Must meet require ment

Must meet require ment

Must meet [insert number] 2 % of requirement

Must meet [insert 3 number] % of requirement

Form FIR - 1

Must meet require ment

Must meet require ment

N/A

N/A

Form FIR – 1 and FIR - 2

[Indicate criteria for multiple Contracts, if applicable.] (ii) The Bidder must also demonstrate, to the satisfaction of the Employer, that he has the financial means to satisfy the cash flow of work in progress and future Contracts. [Indicate criteria for multiple Contracts, if applicable.] Notes to the Employer 1. Indicate the cash flow of construction activities for a number of months, corresponding to the total period required by the Employer to settle a Contractor's invoices, taking into account (a) the actual construction time from the beginning of the month invoiced, (b) the time required to establish the monthly statement, (c) the time required for the Employer to settle the monthly instalments, and (d) an additional period of one month in case of inforeseen delays. The total period shall not exceed six (6) months. The estimate of the monthly amount should be based on a linear projection of estimated cash requirements over the Contractual period, without taking into account the effects of an advance payment or a withholding but including provisions for risk in the amount estimate of the Contract.

EQC-12

Section III. Evaluation and Qualification Criteria (without prequalification)

Qualification and Eligibility criteria No

Criteria

Requirement

Single entity

2.5. Financial Capacities 2. Normally no less than 25% of the criterion for each partner of a JVCA. 3. Normally not less than 40% of the criterion for a partner of a JVCA.

Conformity conditions JVCA (existing or planned) All partners Each At least one combined partner partner

Documentation Submission requirements

Section IV. Bidding Forms

Section IV. Bidding Forms

Notes on Bidding Forms The Employer shall include in the Bidding Documents all bidding forms to be completed by the Bidder and attached to its bid. As indicated in this section, the forms include the Letter of Bid, Schedule of Adjustment Data, Bill of Quantities and Price Schedule, Technical Proposal and Bidder’s Qualification Information, Acknowlegment of Compliance with the Guidelines and Bid Security.

Section IV. Bidding Forms

BF-1

List of Forms Letter of Bid......................................................................................................................................2 Letter of Bid of the Technical Proposal..........................................................................................4 Letter of Bid of the Financial Proposal...........................................................................................6 Schedule of Adjustment Data..........................................................................................................8 Price Schedule and Bill of Quantities Forms....................................................................................10 Price Schedule...........................................................................................................................14 Bill of Quantities Contracted Works........................................................................................16 Bill of Quantities DayWorks................................. ..................................................................18 Bill of Quantities Provisional Sums.........................................................................................19 Bill of Quantities Summary Table...........................................................................................20 Technical Proposal............................................................................................................................21 Site Organization..................................................................................................................... 22 Method of Execution............................................................................................................... 23 Mobilization Schedule............................................................................................................ 24 Construction Schedule ........................................................................................................... 25 Safety Plan.............................................................................................................................. 26 Form PER-1 Proposed Personnel......... .................................................................................. 27 Form PER-2 Resume of Proposed Personnel........................ ................................................. 28 Form EQU Equipment............................................................................................................. 30 Qualification of Bidders.................................................................................................................31 Form ELI-1 Bidder Information Sheet .....................................................................................32 Form ELI-2 Partner to JVCA Information Sheet..............................................................................33 Form CON Historical Contract Non-Performance........................................................................34 Form FIN-1 Financial Situation............ ..................................................................................37 Form FIN-2 Average Annual Construction Turnover..............................................................39 Form FIR-1 Financial Resources............................................................................................. 40 Form FIR-2 Current Contract Commitments...........................................................................41 Form EXP-1 General Construction Experience...................................................................... 42 Form EXP-2 (a) Specific Construction Experience................................................................ 43 Form EXP-2 (b) Specific Construction Experience in Key Activities................................. 45 Acknowledgment of Compliance with Guidelines for Procurement under Japanese ODA Loans.......................................................................................................................................47 Bid Security (Bank Guarantee) .....................................................................................................49

BF-2

Section IV. Bidding Forms



Letter of Bid Date : [insert day, month, year] Loan Agreement No : [insert number] ITB No : [insert number] Alternative No : [insert number if this bid is an alternative bid]

To: [insert complete name of Employer] We, the undersigned, declare that: (a)

We have examined and have no reservations to the Bidding Documents, including Addenda issued in accordance with Instructions to Bidders (ITB 8) No [insert number and issuance date of each addendum];

(b)

We, including our SubContractors, meet the eligibility requirements, in accordance with ITB 4 and ITB 5;

(c)

We, including our SubContractors, do not have conflict of interest, in accordance with ITB 4;

(d)

We commit to execute, in conformity with the Bidding Documents, the following Works: [give a brief description or the Works];

(e)

The total amount of our bid, excluding any discounts offered in item (f) below, is: [in the case of a single lot, insert the total amount of the bid in words and in figures, by precising the various amounts and respective currencies]. [in the case of multiple lots, insert the total amount of each lot and the total amount of all the lots in words and in figures, by precising the various amounts and respective currencies].

(f)

The discounts offered and the method for their application are as follows: i) The discounts offered are: [provide details of all discounts offered] ii) The precise method of calculation to determine the bid amount after application of the discounts is: [precisely specify the method that shall be used to apply discounts];

(g)

Our bid shall be valid for a period of [insert number of calendar days] days from the deadline fixed for the bid submission in accordance with the Bidding Documents, and it shall remain binding upon us and may be accepted at any time before the expiration of that period;

(h)

If our bid is accepted, we commit to obtain a performance security in accordance with the Bidding Documents;

Section IV. Bidding Forms

BF-3

(i)

We are not participating to more than one bid under these Bidding Documents in accordance with ITB 4.2 (c), as a Bidder or as a SubContractor, with the exception of the alternative bids submitted in accordance with ITB 13;

(j)

We understand that this bid, and your written acceptance thereof, as set out in the Letter of Acceptance of the bid, will constitute a reciprocal undertaking between us, until a Contract is formally written and signed;

(k)

We understand that you are not required to neither accept the lowest evaluated bid nor any other bid you may receive;

(l)

We hereby certify that we have taken the necessary measures to ensure that no person acting on our behalf or in our name can engage in corrupt or fraudulent practices.

Name of Bidder* [insert complete name of Bidder] Name of signatory authorized to sign the bid on behalf of the Bidder** [insert complete name of the signatory authorized to sign the bid] Title of authorized signatory [insert complete name of signatory] Signature of the person designated above [insert signature]

Signed on [insert date]

* : in the case of a bid submitted by a JVCA, provide the name of the JVCA. ** : attach the power of attorney of the signatory specifying that he is authorized to sign on behalf of the JVCA.

BF-4

Section IV. Bidding Forms



Letter of Bid of the Technical Proposal Date : [insert day, month, year] Loan Agreement No : [insert number] ITB No : [insert number] Alternative No : [insert number if this bid is an alternative bid]

To: [insert complete name of Employer] We, the undersigned, declare that: (a)

We have examined and have no reservations to the Bidding Documents, including Addenda issued in accordance with Instructions to Bidders (ITB 8) No [insert number and issuance date of each addendum];

(b)

We, including our SubContractors, meet the eligibility requirements, in accordance with ITB 4 and ITB 5;

(c)

We, including our SubContractors, do not have conflict of interest, in accordance with ITB 4;

(d)

We commit to execute, in conformity with the Bidding Documents, the following Works: [give a brief description or the Works];

(e)

Our bid shall be valid for a period of [insert number of calendar days] days from the deadline fixed for the bid submission in accordance with the Bidding Documents, and it shall remain binding upon us and may be accepted at any time before the expiration of that period;

(f)

We are not participating to more than one bid under these Bidding Documents in accordance with ITB 4.2 (c), as a Bidder or as a SubContractor, with the exception of the alternative bids submitted in accordance with ITB 13;

(g)

We hereby certify that we have taken the necessary measures to ensure that no person acting on our behalf or in our name can engage in corrupt or fraudulent practices.

Section IV. Bidding Forms

BF-5

Name of Bidder* [insert complete name of Bidder] Name of signatory authorized to sign the bid on behalf of the Bidder** [insert complete name of the signatory authorized to sign the bid] Title of authorized signatory [insert complete name of signatory] Signature of the person designated above [insert signature]

Signed on [insert date]

* : in the case of a bid submitted by a JVCA, provide the name of the JVCA. ** : attach the power of attorney of the signatory specifying that he is authorized to sign on behalf of the JVCA.

BF-6

Section IV. Bidding Forms



Letter of Bid of the Financial Proposal Date : [insert day, month, year] Loan Agreement No : [insert number] ITB No : [insert number] Alternative No : [insert number if this bid is an alternative bid]

To: [insert complete name of Employer] We, the undersigned, declare that: (a)

We have examined and have no reservations to the Bidding Documents, including Addenda issued in accordance with Instructions to Bidders (ITB 8) No [insert number and issuance date of each addendum];

(b)

We commit to execute, in conformity with the Bidding Documents and with our Technical Proposal, the following Works: [give a brief description or the Works];

(c)

The total amount of our bid, excluding any discounts offered in item (d) below, is: [in the case of a single lot, insert the total amount of the bid in words and in figures, by precising the various amounts and respective currencies]. [in the case of multiple lots, insert the total amount of each lot and the total amount of all the lots in words and in figures, by precising the various amounts and respective currencies].

(d)

The discounts offered and the method for their application are as follows: iii) iv)

The discounts offered are: [provide details of all discounts offered] The precise method of calculation to determine the bid amount after application of the discounts is: [precisely specify the method that shall be used to apply discounts];

(e)

Our bid shall be valid for a period of [insert number of calendar days] days from the deadline fixed for the bid submission in accordance with the Bidding Documents, and it shall remain binding upon us and may be accepted at any time before the expiration of that period;

(f)

If our bid is accepted, we commit to obtain a performance security in accordance with the Bidding Documents;

Section IV. Bidding Forms

BF-7

(g)

We understand that this bid, and your written acceptance thereof, as set out in the Letter of Acceptance of the bid, will constitute a reciprocal undertaking between us, until a Contract is formally written and signed;

(h)

We understand that you are not required to neither accept the lowest evaluated bid nor any other bid you may receive;

Name of Bidder* [insert complete name of Bidder]

Name of signatory authorized to sign the bid on behalf of the Bidder** [insert complete name of the signatory authorized to sign the bid] Title of authorized signatory [insert complete name of signatory] Signature of the person designated above [insert signature]

Signed on [insert date]

* : in the case of a bid submitted by a JVCA, provide the name of the JVCA. ** : attach the power of attorney of the signatory specifying that he is authorized to sign on behalf of the JVCA.

BF-8

Section IV. Bidding Forms

Schedule of Adjustment Data

Table A : Local Currency [In Table A below, the Employer shall fill the columns (1), (2), (3) and (4), and will provide a fixed value for parameter X and a scale of values for the weighting parameters (a), (b), (c) and (d) in column (6). In the case of very large and/or complex works Contracts, it may be necessary to specify several series of price adjustment formulae corresponding to the different Works involved and prepare the corresponding data tables.] (1) Index code

(2) Index description

(3) Source of index

(4) Base value and date

(5) Corresponding bid amount

Non adjustable

-

-

-

Total

(6) Bidder’s Proposed Weighting X: (a) : (b) : (c) : (d) : 1,00

The Bidder shall fill the column (5) and indicate a value comprised between the values given by the Employer for (a), (b), (c) and (d) parameters in column (6). The total of the parameters must be equal to 1.

Section IV. Bidding Forms

BF-9

Table B : Foreign Currency [In Table B below, the Employer shall fill the columns (1) and (2), and will provide a fixed value for parameter X and a scale of values for the weighting parameters (a), (b), (c) and (d) in column (7). In the case of very large and/or complex works Contracts, it may be necessary to specify several series of price adjustment formulae corresponding to the different Works involved and prepare the corresponding data tables.] Name of Currency : [Insert name of currency. If the Bidder wishes to quote in more than one foreign currency, tables should be included for each foreign currency.] (1) Index code

(2) Index description

Non adjustable e

(3) Source of index

-

(4) (5) Base value Correspon and date ding bid amount in local currency -

-

(6) Equivalent in foreign currency for payment

-

(7) Bidder’s Proposed Weighting

X: (a) : (b) : (c) : (d) :

Total

1,00

The Bidder shall fill the columns (3), (4), (5) and (6) and indicate a value comprised between the values given by the Employer for (a), (b), (c) and (d) parameters in column (7). The total of the parameters must be equal to 1.

BF-10

Section IV. Bidding Forms

Price Schedule and Bill of Quantities Forms

Notes on the Price Schedule and the Bill of Quantities Objectives The objectives of the Price Schedule and the Bill of Quantities are : (a) to provide sufficient information on the quantities of Works to be performed to enable bids to be prepared efficiently and accurately; and (b) when a Contract has been entered into, to provide a priced Bill of Quantities for use in the periodic valuation of Works executed. In order for the Price Schedule and the Bill of Quantities to attain these objectives, Works should be itemized in the Price Schedule and the Bill of Quantities in sufficient detail to distinguish between the different classes of Works, or between Works of the same nature carried out in different locations or in other circumstances which may give rise to different considerations of cost. Consistent with these requirements, the layout and content of the Bill of Quantities should be as understandable and brief as possible. Contents The Price Schedule and Bill of Quantities should be divided generally into the following sections: (a) a Preamble that should indicate general information on the contents of the tables of the Bill of Quantities, and the methods to fill them; (b) the Price Schedule; (c) tables of the Bill of Quantities for Contracted Works, Dayworks and Provisional Sums; and (d) the Summary of the Bill of Quantities.

Section IV. Bidding Forms

BF-11

Form of Price Schedule and Bill of Quantities A.

Preambule

1.

The Price Schedule shall be taken into account by the Bidder in conjunction with the Instructions to Bidders, the General and Particular Conditions of Contract, the Technical Specifications, and the drawings.

2.

The quantities specified in the Bill of Quantities are estimated and provisional. They will provide a common basis for the evaluation of bids and the award of the Contract. The basis of the regulations will be the actual quantities of the Works ordered and executed, as measured in the conflicting findings made in accordance with Article 12 of the GC, and valued at the rates and prices specified in the quantitative Price Schedule of the Contractor. Where such valuation is not applicable, settlement shall be at such rates and prices as the Engineer may determine under the terms of the Contract.

3.

Except as otherwise specified in the Contract, the prices provided by the Contractor in the quantitative Price Schedule included in his bid shall include all construction facilities, labor, supervision, materials, assembly, maintenance, insurance, overheads and profits, taxes, duties and taxes, and coverage of general risks, liabilities and obligations specified explicitly or implicitly in the Contract.

4.

A rate or price shall be indicated for each item in the quantitative Bill of Quantities whether quantities are specified or not. The cost of items for which the Contractor has not indicated a rate or price will be considered to be covered by other rates or prices quoted in the quantitative Bill of Quantities.

5.

The total cost to meet the requirements of the provisions of the Contract shall be included in the items specified in the quantitative Price Schedule and Bill of Quantities. When an item is not specified, the cost will be deemed to be included in the rates and prices quoted for related items in the Works.

6.

The general information and description of the works and materials are not necessarily repeted nor summarized in the Price Schedule and Bill of Quantities. References to the appropriate sections of the Contract documents should be made before quantifying the prices for each item in the quantitative Price Schedule and Bill of Quantities.

7.

The Employer shall indicate in the table of provisional amounts an amount equivalent to the share of the estimated cost of the remuneration of the Conciliator(s) due to him for payment to the Contractor. Overhead, profit, etc. of the Contractor shall not be included in the provisions for the remuneration of the Conciliator(s).

8.

Rock is defined as all materials that, in the opinion of the Engineer, require blasting, or the use of metal wedges and sledgehammers, or the use of compressed air drilling for their removal, and that can only be extracted by ripping with a tractor of at least one hundred and fifty (150) brake horse power with a single, rear-mounted, heavy-duty ripper.

BF-12

Section IV. Bidding Forms

9.

During the evaluation of bids, any arithmetic errors identified in the Price Schedule and the Bill of Quantities will be corrected in accordance with the provisions of Article 33 of the Instructions to Bidders.

10.

The method of measurement of completed work for payment shall be in accordance with: [Insert the name of a reference guide, or full details of the methods to be used.]¹

11.

The Employer shall decide, on a case-by-case basis, whether the cost to comply with the requirements of the so called “social clauses” (Article 9 of the GC), to the level and extent specified in the Specification, is to be considered by the Bidder as part of its overhead or reflected as a cost associated with one or more line items in the Bill of Quantities addressing such requirements. As a general rule, such cost should be part of the Bidder's overhead unless the cost to comply with the requirements of some or all of the “social clauses” represents a large component of the Works, as indicated by the Specification. If specific line items are included, then the prices shall not be lump sums in order to have the facilities to build and the services to provide to the workers - and their families, when necessary - on the site reviewed, measured and paid through monthly installments by the Engineer. Following are some examples illustrating when the cost to comply with the social clauses could be included as part of the overhead or as a specific line item. HIV- AIDS prevention, addressed under Article 9.5 of the GC, is part of public health programs in some countries. The Contractor will only need to create a support basis which cost can and should be included in its overhead. Additionally, in many civil works Contracts (particularly in urban areas), workers do not live in the construction site but at their homes and the issue could be addressed in a different manner. In contrast, in cases of civil works in remote locations where the cost of such support is of a higher value, then it should be a distinct item in the Price Schedule and the Bill of Quantities.

1

The method of measurement shall be described precisely in the preamble to the Price Schedule and the Bill of Quantities, indicating for example the allowances, if any, for timbering during excavations, etc. Many reference guides exist on the subject.

Section IV. Bidding Forms

B. 1.

BF-13

Tables of Price Schedule and Bill of Quantities

The Price Schedule and the Bill of Quantities will normally consist of the following tables: - table of the Price Schedule - Bill of Quantities : •

table of Works

•

table of DayWorks

•

table of provisional sums

•

summary table

2.

Bidders shall price tables of the Price Schedule and the Bill of Quantities in the currency (s) indicated in the Instructions to Bidders.

3.

The definition of DayWorks is given in Article 11.3.1 of the GC. DayWorks may be executed only at the request of the Employer. Bidders must price the items shown in the table of DayWorks; only the quantities required by the Employer will be settled. DayWorks are generally divided into three categories: labor, materials and equipment. Labor rates include the actual cost of labor remuneration, including the cost of transportation, allowances and / or social charges that can be adjusted in accordance with the regulations in force in the Employer’s country, and a percentage representing the Contractor's overhead and profits. The material costing also includes, apart from the base rate, the cost of transporting from the storage location to the one where materials will be used. The rates for equipment include, among others, the cost of depreciation.

BF-14

Section IV. Bidding Forms

Price Schedule Description of Item and Unit Price in letters

Item and No

Unit Prices Local currency

Item 100 - Site Installation 100

Site installation This price remunerates with lump sum the costs of site installation as well as the supply and retreat of the material. It comprises : - the cost of acquiring or temporarily occupying the land required, compensation of any kind - the preparation of the surfaces, the construction, the development of the construction barracks, workshops, warehouses, housing, offices and laboratories of the Contractor and the Engineer - the offices of the administration according to the plan provided by the Engineer - the supply in drinking water and electrical energy to the site and the drainage of waste water after degreasing and purification by septic tan - the telephone connection means - the cost of maintaining, cleaning and operating premises, workshops and warehouses, including guarding - the supply and retreat of the equipment and machinery necessary for the execution of the works, including in particular crushing plant, concrete plant, weighbridge, earth-moving, sewerage, road and transport machinery - development and maintenance of access roads to the construction site - monitoring and review of drawings of the invitation to bid and preparation of implementation plans - the removal at the end of the worksite of all the materials, surplus and restoration of premises - the maintenance of traffic during the Works - the establishment of compliance plans for implementation. Payment will be made as follows: On a pro rata basis to the advancement of works and within the limits: - eighty five (85) percent after the installation of the site and the presentation of all the execution plans - fifteen (15) percent after the dismantling, the site retreat, the restoration of the site and the delivery by the Contractor of the plans conforming to the execution (compliance plans). LUMP SUM: Share in local currency Share in foreign currency (s)

Foreign currency (s)

Section IV. Bidding Forms

BF-15

Description of Item and Unit Price in letters

Item and No

Unit Prices Local currency

Item 200 - Clearing of rights-of-way and earthworks 201

Brushing and topsoil stripping This price remunerates for the clearing of land by brushing and stripping of the topsoil over an average thickness of [digit] cm, carried out inside the roadside in accordance with the specifications of the Technical Specifications. This price includes : - clearing, grubbing up grass, brush and hedges - logging of bush and trees whose circumference measured at [digit] m of soil is less than one (1) m - shrub cutting - the removal of roots from these shrubs and trees - collecting, removing, transporting, evacuating trees, shrubs and stumps and deposit out of the site in a place approved by the Engineer - the backfilling of the topsoil, its loading, its transport whatever the distance, its unloading and its placing in temporary or definitive deposit in a place approved by the Engineer - any requirements for stripping the land SQUARE METER: Share in local currency Share in foreign currency (s)

202

Felling of hedges This price remunerates per linear meter (ml) measured contradictorily: - the felling of hedges of a total height exceeding [digit] m (on average over the total length of the hedge) - the removal of the low walls located at their base, the deposit out the site and all subjections. LINEAR METER: Share in local currency Share in foreign currency (s)

Foreign currency (s)

BF-16

Section IV. Bidding Forms

Bill of Quantities Contracted Works Unit Price

Item No

Description of Item

Unit

Item TE 100 - Site installation 100

201 202 203 204 a b 205 a b 206 207 208 209 210

Site installation TOTAL ITEM TE 100 Item TE 200 - Clearing of right-of-ways and earthworks et terrassements Brushing and topsoil stripping Felling of hedges Felling and grubbing of trees Excavation stored shiftable rippable Excavation in backfill shiftable rippable Rock excavation stored Borrowed backfill Added value of transport at price 207 Adjustment and compaction of the excavated or backfill platform Demolition of existing work

Lump sum

m2 ml u m3 m3 m3 m3 m3 m3 m3/km m2 m3

TOTAL ITEM TE 200 Item TE 300 - Roads 301 302 303 304 305 306 307

Pavement layer in natural gravel Pavement layer in selected natural gravel Added value of transport at price 301 and 302 Pavement layer in crushed gravel Added value of transport at price 304 Impregnating layer Two-layer surface pavement TOTAL ITEM TE 300

m3 m3 m3/km m3 m3/km m2 m2

Quantity Share in foreign currency

Share in foreign currency (name to be specified by the Bidder)

Total Price

Share in local currency

Share in foreign currency (name to be specified by the Bidder)

Section IV. Bidding Forms

BF-17

Bill of Quantities Contracted Works Unit Price

Item No

Description of Item

Unit

Item TE 400 - Drainage and various works 401 a b c d e f 402

403 404 405

Execution of ditches Earthen triangular ditch Triangular ditch in rocky terrain Earthen trapezoidal ditch Concrete rectangular ditch Concrete trapezoidal ditch Masonry ditch Reprofiling of existing ditches STEEL CONCRETE CULVERT Steel concrete culvert six hundred (600) mm of diameter Steel concrete culvert eight hundred (800) mm of diameter Steel concrete culvert thousand (1000) mm of diameter

406A 407 407A1 407A2 407A3 407A4 408A 408A1 408A2 408A3 408A4

STEEL CONCRETE HEADWORKS Headwork for culvert of [digit] mm of diameter Headwork for culvert of [digit] mm of diameter * Simple * Double * Triple * Sump Headwork for culvert of [digit] mm of diameter * Simple * Double * Triple * Sump

406B 407B 407B1 407B2 407B3 407B4

MASONRY HEADWORKS Headwork for culvert of [digit] mm of diameter Headwork for culvert of [digit] mm of diameter * Simple * Double * Triple * Sump TOTAL ITEM TE 400

ml ml ml ml ml ml ml

ml ml ml

u u u u u u u u u

u u u u u

Quantity

Share in foreign currency

Share in foreign currency (name to be specified by the Bidder)

Total Price

Share in local currency

Share in foreign currency (name to be specified by the Bidder)

BF-18

Section IV. Bidding Forms

Bill of Quantities DayWorks1 Unit Price

Item No

Description of Item

Unit

Quantity

Share in foreign currency

Share in foreign currency (name to be specified by the Bidder)

Total Price

Share in local currency

Category TR 100 - Labor TR 100 TR 101 TR 102

Mason Carpenter Unskilled worker

h h h

Percentage2: SUBTOTAL

Category TR 200 - Materials TR 200 TR 201 TR 202

Cement Concrete (specification) Rebar (specification)

t m3 t

Percentage2 : SUBTOTAL

Category TR 300 - Equipement TR 300 TR 301

Tractor Excavator

h h

Percentage2 : SUBTOTAL

1

2

Table to be added, where applicable, by mentioning : - if these prices are taken into account in the evaluation of the bids, in accordance with the provisions of the Instructions To Bidders - that these prices will not be taken into account in the calculation of the initial amount of the Contract. Percentage, to be specified by the Bidder covering the Bidder's overhead, supervisory and other expenses. If the dayworks are included in the evaluation of the bids, an amount corresponding to the percentage of the category in question will be included in the column (s) of the total price.

Share in foreign currency (name to be specified by the Bidder)

Section IV. Bidding Forms

BF-19

Bill of Quantities Provisional Sums1

Item No PS 100 PS 200 PS 300 PS 301 PS 400

Description of Provisional Sums

Amount

Provision for physical hazards Provision for financial contingencies Specialised works A Specialised works B Provision for the remuneration of Conciliator (s) which is the responsibility of the Employer*

* Half of the estimated cost for the remuneration of the Conciliator (s), which is the responsibility of the Employer, will be included in the provisional sums. The Contractor's overheads and profits are not included in this amount.

1

Table to be added, where applicable, by indicating the information provided by the Employer.

BF-20

Section IV. Bidding Forms

Bill of Quantities Summary Table1 WORKS

Description of Item

Item No TE TE TE TE

100 200 300 400 ----

Total Price

Share in local currency

Share in foreign currency (name to be specified by the Bidder)

(2) (2) (2)

(2) (2) (2)

Site installation Clearing of right-of-ways and earthworks Roads Drainage and various works Grand total of works DAYWORKS (where applicable)

Category TR 100 TR 200 TR 300 ----

Description of categories Labor Materials Equipement Total Dayworks3 (shall not exceed 3% [unless otherwise specified in provisions of the PC)

AMOUNT TO BE DEDUCTED (where applicable) Category SP 100 SP 200 SP 300 SP 301 SP 400

Description of the amount to be deducted Provision for physical hazards Provision for financial contingencies Specialised works A Specialised works B Provision for the remuneration of Conciliator (s) which is the responsibility of the Employer*

---Total amount to be deducted TOTAL GENERAL Is fixed by this Bill of Quantities the sum(4) of: Share in local currency (amount in figures and letters) Share in foreign currency (s) (amount (s) in figures and letters) Signature(s)(5)

1

2 3

4

5

The summary table lists the amounts of the various tables of the Bill of Quantities. The Employer shall, where applicable, specify the amounts provided by him or to be provided by the Bidder and shall indicate the amounts to be included or excluded from the bid amount or the initial Contract amount. Total amount including the result of the application of the percentages indicated in the corresponding tables. Unless otherwise agreed by the PC, the total amount of the Dayworks shall not exceed three (3) percent of the Contract Amount. The Contractor's obligation to perform the dayworks stops when this threshold is reached. The amounts included in the summary table will be included in the Letter of Bid and subsequently in the Letter of Acceptance of the Bid after any corrections. Signature of the Bidder for the submission of the bid and, subsequently, of the Employer and the Bidder selected on the final document referred to in the Contract Agreement.

Section IV. Bidding Forms

BF-21

Technical Proposal

-

Site Organization

-

Method of Execution

-

Mobilization Schedule

-

Construction Schedule

-

Safety Plan

-

Personnel

-

Equipment

-

[Others]

BF-22

Section IV. Bidding Forms

Site Organization [Insert Site Organization.]

Section IV. Bidding Forms

BF-23

Method of Construction [Insert Method of Construction.]

BF-24

Section IV. Bidding Forms

Mobilization Schedule [Insert Mobilization Schedule.]

Section IV. Bidding Forms

BF-25

Construction Schedule [Insert Construction Schedule.]

BF-26

Section IV. Bidding Forms

Safety Plan [Insert Safety Plan.]

Section IV. Bidding Forms

BF-27

Personnel Form PER-1 Proposed Personnel Date : [insert day, month, year] Legal Name of the Bidder : [insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages [The Bidder shall provide the names of persons with the required qualifications, as specified in Article 1.1.2 of Section III, Evaluation and Qualification Criteria.] 1.

Title of position* Name

2.

Title of position* Name

3.

Title of position* Name

4.

Title of position* Name

* As indicated in Section III.

BF-28

Section IV. Bidding Forms

Form PER-2 Resume of Proposed Personnel Date : [insert day, month, year] Legal Name of the Bidder :[insert full name] Legal Name of Partner to JVCA :[insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages

[The Bidder shall provide below information on the personnel experience indicated in PER-1 Form.]

Name of Bidder Position Personnel information

Name

Date of birth

Professional qualifications

Present employment

Name of Employer

Address of Employer

Telephone

Contact (manager / personnel officer)

Fax

E-mail

Job title

Years with present Employer

Section IV. Bidding Forms

BF-29

[Summarise professional experience in reverse chronological order for the last 20 years. Indicate particular technical and management experience relevant to the project.] From

To

Company / Project / Position / Relevant Technical and Management Experience

BF-30

Section IV. Bidding Forms

Equipment Form EQU Date : [insert day, month, year] Legal Name of the Bidder :[insert full name] Legal Name of Partner to JVCA :[insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages

[The Bidder must provide sufficient information to establish that it has the capability to mobilize the main equipment listed in Article 1.1.3 of Section III, Evaluation and Qualification Criteria. A separate form will be prepared for each equipment on the list, or for replacement equipment proposed by the Bidder.] Equipment Equipment Information

Name of manufacturer

Model and power rating

Capacity

Year of manufacture

Current Status Current location Details of current commitments Source

Indicate source of equipment  owned  rented  leased

 specially manufactured

Omit the following information for equipment owned by the Bidder. Owner

Agreements

Name of owner Address of owner

Telephone

Contact name and title

Fax

Telex

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

Section IV. Bidding Forms

BF-31

Qualification of Bidders [The Employer shall select Option I below if prequalification has taken place prior to the bidding procedure or Option II in the event that the qualifications of the Bidders are verified during the bidding procedure.]

[Option I: after prequalification ] 1.

In accordance with Article 2.1 of Section III, Evaluation and Qualification Criteria, Bidders shall update, using the following forms, the information provided during the prequalification corresponding to the Contract for which the invitation to bid is launched in order to establish that they continue to meet the prequalification criteria: Form ELI-1, Bidder Information Sheet Form ELI-2, Partner to JVCA Information Sheet Form CON, Historical Contract Non-Performance Form FIN-1, Financial Situation Form FIN-2, Average Annual Construction Turnover

2.

In addition to updating prequalification information, Bidders must also provide information regarding their financial capability in the following forms in order to meet the criteria of Article 2.2 of Section III, Evaluation and Qualification Criteria : Form FIR-1, Financial Resources Form FIR-2, Current Contract Commitments

[Option II: without prequalification ] In order to establish that they meet the qualifications required to perform the Contract, as set out in Section III, Evaluation and Qualification Criteria, Bidders must provide the information requested on the following forms: Form ELI-1, Bidder Information Sheet Form ELI-2, Partner to JVCA Information Sheet Form CON, Historical Contract Non-Performance Form FIN-1, Financial Position Form FIN-2, Average Annual Construction Turnover Form EXP-1, General Construction Experience Form EXP-2 (a), Specific Construction Experience Form EXP-2 (b), Specific Construction Experience in Key Activities Form FIR-1, Financial Resources Form FIR-2, Current Contract Commitments

BF-32

Section IV. Bidding Forms

Form ELI-1 Bidder Information Sheet Date : [insert day, month, year] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages [The Bidder shall provide the following information:] Legal Name of Bidder : [insert full name] In the case of a JVCA, legal name of the authorized representative and of each partner : [insert full name of each partner of JVCA and precise the authorized signatory] Country where the Bidder was registered or has the intention of been registered : [insert country of constitution] Year when the Bidder was registered or has the intention of been registered : [insert year of constitution] Legal Address of the Bidder in the country where he is registered : [insert number/street/city/country] Information on the Bidder’s authorised representative : Name : [insert full name] Address : [insert number/street/city/country] Telephone/Fax number : [insert telephone and fax numbers, including city/country codes] E-mail address : [insert e-mail address] 1. Attached are copies of original documents of :  Articles of Incorporation (or equivalent documents of incorporation or association), and / or registration documents of the abovementioned legal entity, in accordance with ITB 4.3.  In case of JVCA, letter of intent to form JVCA or a draft agreement of JVCA, in accordance with ITB 4.1. 2. Also included are the organizational chart, the list of members of the board of directors and the beneficial ownership.

Section IV. Bidding Forms

BF-33

Form ELI-2 Partner to JVCA Information Sheet Date : [insert day, month, year] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages

[The form below completes the Form ELI-1, and shall be filled to provide information on each partner of a JVCA (if the Bidder is a JVCA), as well as on the specialized SubContractors proposed by the Bidder to carry out part of the Contract Works resulting from this bidding procedure.] Legal Name of Bidder : [insert full name] Legal Name of Partner to JVCA : [insert legal name of partner to JVCA] Country where the Partner to JVCA was registered : [insert country of constitution] Year when the Partner to JVCA was registered : [insert year of constitution] Legal Address of the Partner to JVCA in the country where he is registered : [insert number/street/city/country] Information on the Partner to JVCA’ authorised representative : Name : [insert full name] Address : [insert number/street/city/country] Telephone/Fax number : [insert telephone and fax numbers, including city/country codes] E-mail address : [insert e-mail address] 1. Attached are copies of original documents of :  Articles of Incorporation (or equivalent documents of incorporation or association), and / or registration documents of the abovementioned legal entity, in accordance with ITB 4.3. 2. Also included are the organizational chart, the list of members of the board of directors and the beneficial ownership.

BF-34

Section IV. Bidding Forms

Form CON Historical Contract Non-Performance [The tables below shall be filled for the Bidder and for each partner of a JVCA.] Date : [insert day, month, year] Legal Name of the Bidder :[insert full name] Legal Name of Partner to JVCA :[insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages 1. Historical Contract Non-Performance Contract Non-Performance  Contract non-performance did not occur since January 1 [insert year], in accordance with the prequalification criteria or Criterion 2.2.1 of Section III, Evaluation and Qualification Criteria, as the case may be.  Contract non-performance occured since since January 1 [insert year], in accordance with the prequalification criteria or Criterion 2.2.1 of Section III, Evaluation and Qualification Criteria, as indicated below :

Year

[insert year]

Outcome as Percent of Total Assets

Contract Identification

[insert amount Contract Identification : [insert full name / and percentage] number of Contract and any other form of identification] Name of Employer : [insert full name] Address of Employer: [insert number, street, city, country] Matter in dispute : [insert main matter(s) in dispute] Status of the dispute : [indicate whether the dispute is being dealt with by conciliation, arbitration or judiciary power]

Total Contract Amount (current value, currency, exchange rate and US$ equivalent) [insert amount]

Section IV. Bidding Forms

BF-35

2. Pending Litigation Pending Litigation  No pending litigation, in accordance with prequalification criteria or with Criterion 2.2.2 of Section III, Evaluation and Qualification Criteria, as the case may be.  Pending litigation, in accordance with prequalification criteria or with Criterion 2.2.2 of Section III, Evaluation and Qualification Criteria, as the case may be, as indicated below :

Year of Litigation

Amount of the claim (currency)

Outcome as Percent of Total Assets

[insert year]

[insert amount]

[insert percentage]

Contract Identification

Contract Identification : [insert full name / number of Contract and any other form of identification] Name of Employer : [insert full name] Address of Employer: [insert number, street, city, country] Matter in dispute : [insert main matter(s) in dispute] Status of the dispute: [indicate whether the dispute is being dealt with by conciliation, arbitration or the judiciary power]

Total Contract Amount (current value, currency, exchange rate and US$ equivalent) [insert amount]

BF-36

Section IV. Bidding Forms

3. History of Litigation History of Litigation  No arbitral decision nor judicial sentence against the Bidder since January 1 [insert year], in accordance with the prequalification criteria or Criterion 2.2.3 of Section III, Evaluation and Qualification Criteria, as the case may be.  Arbitral decision or judicial sentence against the Bidder since January 1 [insert year], in accordance with prequalification criteria or with Criterion 2.2.3 of Section III, Evaluation and Qualification Criteria, as the case may be, as indicated below :

Year of Sentence

[insert year]

Contract Identification

Contract Identification : [insert full name / number of Contract and any other form of identification] Name of Employer : [insert full name] Address of Employer: [insert number, street, city, country] Matter in dispute : [insert main matter(s) in dispute] Party commiting the dispute : [insert “Employer” or “Contractor”] Status of the dispute: [indicate whether the dispute is being dealt with by conciliation, arbitration or the judiciary power]

Total Contract Amount (current value, currency, exchange rate and US$ equivalent) [insert amount]

Section IV. Bidding Forms

BF-37

Form FIN-1 Financial Situation [The tables below shall be filled for the Bidder and for each partner of a JVCA.] Date : [insert day, month, year] Legal Name of the Bidder : [insert full name] Legal Name of Partner to JVCA : [insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages 1. Financial Data Financial Data in [currency]

Historic information for the past [insert number] years (current value, currency, exchange rate and US$ equivalent) Year 1

Year 2

Year 3

Year 4

Financial Statements (Information from Balance Sheet) Total Assets (TA) Total Liabilities (TL) Net Worth (NW) Current Assets (CA Current Liabilities (CL) Information from Income Statement Total Revenue (TR) Profits Before Taxes (PBT) Profits After Taxes (PAT)

Year 5

BF-38

Section IV. Bidding Forms

2. Financial Documents The Bidder and the Partners to a JVCA shall provide copies of the financial statements for [number of years] years, in accordance with the prequalification criteria or Criterion 2.3.1 of Section III, Evaluation and Qualification Criteria, as the case may be. Financial statements shall : a) reflect the financial situation of the Bidder or of each partner of a JVCA, in the case of JVCA, and not sister or parent companies; b) be independently audited or certified, in accordance with the local legislation; c) be complete, including all attachments to the financial statements; d) correspond to accounting periods already completed and audited.  Attached are copies of the financial statements* meeting the criteria for [number of years] years as specified above. * If the most recent financial statements are less than one year in relation to the deadline for submission of bids, this must be justified.

Section IV. Bidding Forms

BF-39

Form FIN-2 Average Annual Construction Turnover [The tables below shall be filled for the Bidder and for each partner of a JVCA.] Date : [insert day, month, year] Legal Name of the Bidder : [insert full name] Legal Name of Partner to JVCA : [insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages Annual Turnover Data (Construction Only) Year [insert year]

Amount and Currency [insert amount and currency]

Exchange Rate

US$ Equivalent

[insert applied exchange rate]

[insert equivalent amount in US$]

Average Annual Construction Turnover* *

Sum of US$ equivalents for all years divided by the total number of years, in accordance with the prequalification criteria or Criterion 2.3.2 of Section III, Evaluation and Qualification Criteria.

BF-40

Section IV. Bidding Forms

Form FIR-1 Financial Resources [The tables below shall be filled for the Bidder and for each partner of a JVCA.] Date : [insert day, month, year] Legal Name of the Bidder : [insert full name] Legal Name of Partner to JVCA : [insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages [Indicate proposed sources of financing, such as liquid assets, unencumbered assets or lines of credit, and other financial means, net of current financial commitments, available to ensure the total cash flow of construction activities of the relevant Contract(s), as specified in Criterion 2.2 (after prequalification) or Criterion 2.5.1 (without prequalification) in Section III, Evaluation and Qualification Criteria, as applicable.] Financial Resources No 1 2 3

Source of financing

Amount (US$ equivalent)

Section IV. Bidding Forms

BF-41

Form FIR-2 Current Contract Commitments [The tables below shall be filled for the Bidder and for each partner of a JVCA.] Date : [insert day, month, year] Legal Name of the Bidder : [insert full name] Legal Name of Partner to JVCA : [insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages [Bidders, as well as each partner of a JVCA, will provide information on their existing Contractual commitments for Contracts already awarded or for which they have received a letter of intent or acceptance or those that are substantially completed but provisional acceptance has not yet been made, in accordance with Criterion 2.2 (after prequalification) or Criterion 2.5.1 (without prequalification) in Section III, Evaluation and Qualification Criteria, as applicable.] Current Contract Commitments

No

1 2 3 4 5

Name of Contract

Address, Tel, Fax of the Employer

Value of works to complete (current US$ equivalent)

Estimated completion date

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

BF-42

Section IV. Bidding Forms

Form EXP-1 General Construction Experience [The tables below shall be filled for the Bidder and for each partner of a JVCA.] Date : [insert day, month, year] Legal Name of the Bidder : [insert full name] Legal Name of Partner to JVCA : [insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages [Identify Contracts demonstrating continuous construction work during the last [number] years, in accordance with Criterion 2.4.1 of Section III, Evaluation and Qualification Criteria (without prequalification). List the Contracts in chronological order according to start dates.] General Construction Experience Starting Year

Ending Year

[insert year]

[insert year]

Contract Identification

Role of Bidder

Contract name : [insert full name] Brief description of the Works performed by the Bidder : [briefly describe the works performed] Contract amount : [insert amount, currency, exchange rate and US$ equivalent] Name of Employer : [insert full name] Address: [insert number, street, city, country]

[insert “Prime Contractor (single entity or partner of JVCA)”, “SubContractor” or “Project Management Contractor”]

Section IV. Bidding Forms

BF-43

Form EXP-2 (a) Specific Construction Experience [The tables below shall be filled for the Bidder and for each partner of a JVCA.] Date : [insert day, month, year] Legal Name of the Bidder : [insert full name] Legal Name of Partner to JVCA : [insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages [Use one (1) form per Contract in accordance with Criterion 2.4.2 (a) of Section III, Evaluation and Qualification Criteria (without prequalification).] Contract of Similar Size and Nature Number of similar Contract : [insert specific number] of [insert number of required similar Contracts ]

Information

Award date

[insert name and reference number of the Contract, if applicable] ][insert day, month, year, eg: 15 June 2015]

Completion date

[insert day, month, year, eg: 3 October 2017]

Contract identification

Role in the Contract [check the corresponding box]

Total amount of the Contract If partner of a JVCA, precise the participation to the total amount of the Contract

Prime Contractor Entité Partner of JVCA Single Entity unique    [insert exchange rate and [insert total amount of the total amount of the Contract Contract and currency(s)] in US$ equivalent] [insert percentage]

[insert amount and currency(s)]

[insert exchange rate and amount in US$ equivalent]

Name of the Employer :

[insert full name]

Address :

[insert number/street/city/country]

Telephone/Fax Number :

[insert telephone and fax numbers, including city/country codes]

E-mail address :

[insert e-mail address, if applicable]

BF-44

Section IV. Bidding Forms

Contract of Similar Size and Nature Number of similar Contract : [insert specific number] of [insert number of required similar Contracts ]

Information

Description of similarity, in accordance with Criterion 2.4.2 (a) of Section III 1. Physical size

[insert size of the Works]

2. Complexity

[describe complexity]

3. Method/Technology

[indicate the specific aspects of the methods / technologies used for the Contract]

4. Other features

[indicate the other features described in Section VI, Works Requirements]

Section IV. Bidding Forms

BF-45

Form EXP-2 (b) Specific Construction Experience in Key Activities Date : [insert day, month, year] Legal Name of the Bidder : [insert full name] Legal Name of Partner to JVCA : [insert full name] BN No : [insert number] Page : [insert number of page] of [insert total number of] pages [Use one (1) form per Contract in accordance with Criterion 2.4.2 (b) of Section III, Evaluation and Qualification Criteria (without prequalification).] 1.

Key activity No. 1 ______________ : [briefly describe the activity and its specificity] Total quantity of activity for this Contract : Contract including similar key activities Information

Object

Award date

[insert name and reference number of the Contract, if applicable] ][insert day, month, year, eg: 15 June 2015]

Completion date

[insert day, month, year, eg: 3 October 2017]

Contract identification

Role in the Contract [check the corresponding box]

Total amount of the Contract

Prime Contractor Single Partner of Entity JVCA  

Project Management Sub Contractor Contractor   [insert exchange rate and [insert total amount of the total amount of the Contract Contract and currency(s)] in US$ equivalent]

Quantity (volume, number or production rate, if any) carried out for the Contract yearly or for a partial year Total quantity [indicate the share of participation by in the Contract specifying the amount actually carried (i) out of the key activity completed successfully in the filled role] Year 1 Year 2 Year 3 Year 4

Percentage of participation (ii)

Quantity actually completed (i) x (ii)

BF-46

Section IV. Bidding Forms

Contract including similar key activities Information

Object Name of the Employer :

[insert full name]

Address :

[insert number/street/city/country]

Telephone/Fax Number :

[insert telephone and fax numbers, including city/country codes]

E-mail address :

[insert e-mail address, if applicable]

2. Key activity No. 2 : 3. Key activity No. 3 :

Section IV. Bidding Forms

BF-47

Form ACK Acknowledgment of Compliance with Guidelines for Procurement under Japanese ODA Loans A) I, the undersigned [insert name and position of authorized signatory], duly authorized by [insert name of Bidder / Partners of JVCA] (hereinafter referred to as “Bidder”) to sign this Acknowledgment of Compliance with Guidelines for Procurement under Japanese ODA Loans, hereby certify on behalf of the Bidder and myself that information provided in the Bid submitted by the Bidder for [insert Loan number and name of the Project] is true, correct and accurate to the best of my knowledge and belief. I further certify on behalf of the Bidder that : (i) the Bid has been prepared and submitted in compliance with the terms and conditions set forth in the Guidelines for Procurement under Japanese ODA Loans (hereinafter referred to as “Guidelines”) ; and (ii) the Bidder has not taken directly or indirectly any action which is or constitutes a corrupt, fraudulent, collusive or coercive practice in violation of the Guidelines, and is not subject to any conflict of interest as stipulated in the relevant section of the Guidelines.

B) I certify that the Bidder has not been sanctioned by the World Bank Group for more than one year since the date of issuance of the Bid Notice1.

B’) I certify that the Bidder has been sanctioned by the World Bank Group for a period of more than one (1) year BUT that at the date of issuance of the Bid Notice at least three (3) years had elapsed since the date of this sanction. The details of the sanction are given below : Name of company sanctioned

Starting date of sanction

Ending date of sanction

Matter in dispute

C) I certify that the Bidder will not enter into a subContract with a natural or legal person sanctioned by the World Bank Group for a period of more than one year, unless (3) years have elapsed since the date of the sanction decision at the date of subContract. 1

It is necessary to correct the departure date as the "request for quotation", if the Contractor is selected by means of "International Shopping", that of the "nomination" in the case of an over-the-counter selection or that of the "commencement of the actual selection / bidding process" if the Employer wishes to adopt a procurement procedure other than the ICB, restrictive International Competitive Bidding, International Shopping or the overthe-counter agreement.

BF-48

Section IV. Bidding Forms

D) I certify on behalf of the Bidder that, if selected to provide services in relation to the Contract, the Bidder shall perform these services in accordance with the terms and conditions of the Guidelines. E) I further certify, on behalf of the Bidder, that if the Bidder is required, directly or indirectly, to engage in any act of bribery or fraud under any applicable law, such as the payment of discount, at any time during a public procurement procedure, negotiation, signature or performance of a Contract (including modification thereof), the Bidder shall promptly declare without delay all the relevant facts concerning this request to the corresponding section of JICA (contact details are given below). JICA Information Office on Fraud and Corruption (the report can be submitted to any of the offices listed below.) (1) JICA Headquarters: Legal Affairs Division, Department of General Affairs URL: https://www2.jica.go.jp/en/odainfo/index.php (2) JICA Office XX Tel : The Bidder acknowledges and agrees that the reporting obligations set forth above MAY NOT affect the Bidder's responsibilities, obligations or rights under applicable laws, regulations, Contracts, guidelines, or others, to disclose or report such request or other information to any other person, or to take any other action that the Bidder shall be obligated or authorized to take. The Bidder further acknowledges and agrees that JICA is not involved in or responsible for the procurement process in any way. F) If any of the statements made hereafter prove to be false or inaccurate on the basis of facts subsequently determined, or if any of the guarantees or commitments indicated hereby are not complied with, the Bidder will accept, comply with and will not oppose any action taken by the Employer and any sanction imposed by or action taken by JICA.

Authorized Signatory [Insert name and position of Signatory] For and on behalf of [Insert name of Bidder] Date :

Section IV. Bidding Forms

BF-49

Bid Security (Bank Guarantee) [letterhead of guarantor or Swift code]

Beneficiary : __________________________ [insert name and address of Employer] BN No. : __________________________ [insert BN number] Date : __________________________ [insert date of issuance] Bid Guarantee No. : __________________________ [insert reference number of guarantee] Guarantor : _________________________ [Bank’s name and address, unless indicated in letterhead] We have been informed that __________________________ [insert the name of the Bidder, and in the case of JVCA, the JVCA’s name (legally registered or being registered), or the partners’ names] (hereinafter referred to as "the Bidder") has submitted or has the intention of submitting to the Beneficiary its bid (hereinafter referred to as "the Bid") for the execution of ________________ [describe Works] under the Loan Agreement No. [insert number of the Loan Agreement]. Furthermore, we understand that, according to the Beneficiary’s conditions, bids must be supported by a bid security. At the request of the Bidder, we hereby irrevocably undertake, as a guarantor, to pay to the Beneficiary any sum not exceeding in total the amount of the guarantee of ___________ ( ) [insert amount in letters and figures, and indicate the currency] upon receipt by us of a demand in due form from the Beneficiary, accompanied by a written statement of the Beneficiary, to be directly included in the demand or in a separate signed document attached to the demand, stating that the Bidder : (a) has withdrawn its Bid during the period of validity of the bids specified in the Letter of Bid of the Bidder ("the period of validity of the Bid"), or during any extension thereof that it has granted; or (b) having been notified of the acceptance of its Bid by the Beneficiary during the period of validity of the Bid, or during any extension thereof that it has granted : (i) fails to sign the Contract; or (ii) fails to provide the performance security, as planned in the Instructions to Bidders of the Bidding Documents prepared by the Beneficiary. This guarantee will expire and be returned to the Bidder :

BF-50

Section IV. Bidding Forms

(a) if the Bidder is the successful Bidder, upon our receipt of copies of the Contract signed by the Bidder and of the performance security issued in the name of the Beneficiary, in compliance with this Contract; or (b) if the Bidder is not the successful Bidder, upon the earlier of the following dates : (i) date of our receipt of a copy of notification of the Beneficiary to the Bidder of the result of the bidding process, or (ii) twenty-eight (28) days after the expiration of the period of validity of the Bid. Consequently, any demand for payment under this guarantee shall be received by us at the abovementioned address and before that date. This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG), ICC Publication No. 758, revised in 2010.

[signature(s)]

[Note : the italicized text shall be removed from the final document; it is provided as a guide to facilitate the preparation of the document.]

Section V. Eligible countries under Japanese ODA Loans

Section V. Eligible countries under Japanese ODA Loans

[Indicate eligible countries under Japanese ODA Loans.]

EC-51

PART 2 – Works Requirements

Section VI. Works Requirements

WR-1

Section VI. Works Requirements Table of contents

Scope of Works ..............................................................................................................................2 Specifications .................................................................................................................................3 Drawings.........................................................................................................................................6 Supplementary Information.............................................................................................................7

WR-2

Section VI. Works Requirements

Scope of Works

Section VI. Works Requirements

WR-3

Specifications Notes on the preparation of Technical Specifications These notes on the preparation of Technical Specifications are provided only as information for the Employer or the person drafting the Bidding Documents. They shall not be included in the Bidding Documents. Precise and clear Specifications are a prerequisite for Bidders to respond realistically and competitively to the requirements of the Employer without having to match their bids with reserves or special conditions. In the context of an international competitive bidding, the Specifications must be drafted to permit the widest possible competition and, at the same time, present a clear statement of the required standards of materials, facilities, and other supplies to be provided. It is only on this condition that the objectives of economy, efficiency, and equality in procurement can be reached, responsiveness of bids be ensured, and the subsequent task of bid evaluation facilitated. The Specifications shall require that all materials, facilities, and other supplies to be incorporated in the Works are new, unused, of the most recent or current models, and incorporate all recent improvements in design and materials unless provided otherwise in the Contract. An Article setting out the scope of the Works is often included at the beginning of the Specifications, and it is customary to give a list of the Drawings. Where the Contractor is responsible for the design of any part of the Permanent Works, the extent of his obligations shall be clearly stated. Samples of Specifications from previous similar projects in the same country are useful in this respect. The metric units shall be used. Most Specifications are normally written specially by the Employer or Engineer to suit the Works planned in the Contract in question. There are no standard Specifications for universal application in all sectors in all countries, but there are established principles and practices that are reflected in these documents. Notwithstanding that these SBD (Works) and the corresponding General and Particular Conditions of the Contract are recommended only for Civil Works, under which the usual arrangements are that the Contractor constructs the works in accordance with the design plan provided by the Employer, the works may include a few elements of Contractor-designed civil, mechanical, electrical and/or construction works. However, these SBD (Works) are not recommended for “Design and Build” Contracts that require specific clauses.

WR-4

Section VI. Works Requirements

There are considerable advantages in standardizing General Specifications for repetitive Works in recognized public sectors, such as highways, ports, railways, urban housing, irrigation, and water supply, in the same country or region where similar conditions prevail. The General Specifications should cover all classes of production, materials, and equipment commonly involved in construction, although not necessarily to be used in a particular Works Contract. Deletions or addenda shall then adapt the General Specifications to the particular Works in question. Care shall be taken in drafting Specifications to ensure that they are not restrictive. In the specification of standards for materials, facilities, other supplies, and production, recognized international standards shall be used as much as possible. Where other particular standards are used, whether standards of the Employer’s country or other standards, the Specifications shall state that materials, facilities, other supplies, and production, meeting other authoritative standards, and which ensure substantially equal performance as the standards mentioned, will also be acceptable. Specific minimum requirements for “social clauses” (common collective name for provisions under Article 9 of the GC) are to be detailed as part of the Specifications at a level equivalent to the local norms, if they exist, and according to the country’s regulations, or to the minimum requirements of the GC when no local regulations exist. The following provisions may be inserted in the Specifications : Sample Clause: Equivalency of Standards and Codes Wherever reference is made in the Contract to specific standards and codes to be met by the materials, facilities, and other supplies to be provided, and Works to be performed and supervised, provisions of the latest current edition or revision of the relevant standards and codes in effect shall apply, unless otherwise expressly stated in the Contract. Where such standards and codes are national, or relate to a particular country or region, other authoritative standards that ensure substantial equivalence to the standards and codes specified will be accepted subject to the Engineer’s prior review and written approval. Differences between the standards specified and the proposed alternative standards shall be fully described in writing by the Contractor and submitted to the Engineer at least thirty (30) days prior to the date when the Contractor desires the Engineer’s approval. If the Engineer determines that such proposed standards do not ensure substantially equal or superior performance, the Contractor shall comply with the standards specified in the documents.

Section VI. Works Requirements

WR-5

Alternative Technical Proposals The Employer shall decide whether technical solutions for specific parts of the Works are to be permitted. Alternatives are appropriate in cases where more obvious (and potentially less costly) alternatives than the technical solutions indicated in the Bidding Documents exist for certain elements of the Works, taking into consideration the comparative specialized advantage of potential Bidders. For example, the following works can be considered : • pile foundations (proprietary methods and special materials); • bridge foundations (open well, caissons, pillars, etc.); • pillars, beams, decking (reinforced concrete, prestressed concrete, steel, etc.) • proprietary methods for post-tensioned concrete; • lining of canals; • pipeline materials, coating, jointing: • road surfacing (asphalt, concrete, etc.); • transmission tower design and erection; • street lighting; • offshore foundations; • offshore trestle bridges. The Employer should provide a description of the selected parts of the Works with appropriate references to Drawings, Specifications, Price Schedule and Bill of Quantities, and Design or Performance criteria, stating that the alternative solutions shall be at least structurally and functionally equivalent to the basic design parameters and specifications. Such alternative solutions shall be accompanied by all information necessary for a complete evaluation by the Employer, including drawings, design calculations, technical specifications, breakdown of prices, proposed construction methodology, and other relevant details. Technical alternatives permitted in this manner shall be considered by the Employer each on its own merits and independently of whether the Bidder has priced the item as described in the Specifications of the Bidding Documents prepared by the Employer.

WR-6

Section VI. Works Requirements

Drawings

Notes on Drawings It is customary to bind the drawings in a separate document, which is often larger than other documents of the Bidding documents, according to their importance. Their size shall not be reduced to the extent that details are rendered illegible. A simplified map showing the location of the site in relation to the local geography, including major roads, posts, airports, and railroads, is helpful. The construction drawings, even if not fully developed, shall show sufficient details to enable Bidders to understand the type and complexity of the works involved and to price them in the Price Schedule and Bill of Quantities.

Section VI. Works Requirements

Supplementary Information

WR-7

PART 3 – Contract

Notes on the General and Particular Conditions of the Contract and on the Contract Forms The Contract comprises three parts : a) the General Conditions – GC ; b) the Particular Conditions – PC ; and c) the Contract Forms. The General Conditions of the Contract, Section VII of these Standard Bidding Document (SBD) for Procurement of Works (version 1.0) issued by JICA in October 2012 (hereinafter referred to as "Standard GC"), is based on the edition currently in force in France of the Cahier des Clauses administratives applicables aux Marchés Publics de Travaux, as well as similar documents used in other French-speaking countries, amended to comply with the "Guidelines for Procurement under Japanese ODA Loans", April 2012, and to essentially incorporate some provisions of the English edition of the SBD. The use of this standard GC is required for any Bidding Documents / Works Contract funded by Japanese ODA Loans. The standard GC shall not be modified. A copy of the standard GC may be attached to the Bidding Documents / Contracts prepared by the Employer only for reference. If the GC in the Bidding Documents / Contract prepared by the Employer include changes from the standard GC, JICA will not consider it to be valid and the standard GC, as defined above, shall apply. The GC have been prepared for use in Works Contracts paid on unit price or rates and requires significant changes if used for other types of Contracts. All necessary modifications or additions to the GC to adapt it to the conditions of the relevant Contract shall be made in the Particular Conditions of the Contract (hereinafter referred to as "PC"), Section VIII of these SBD. PC conditions prevail over GC Articles. Section IX of the Bidding Documents contains the forms of the Contract that Bidders shall not submit at the same time as their bid. They will be completed and attached to the Contract after the award of the latter.

Section VII. General Conditions of the Contract

Section VII.

General Conditions of the Contract

[Note to the Employer: The General Conditions of the Contract governing Contracts under Japanese ODA Loans is the Standard General Conditions of the Contract (Standard GC) of the Standard Bidding Documents for the Procurement of Works (SBD “Works”) (version 1.0) published by JICA in October 2012. A copy of these standard GC may be attached to the Bidding Documents / Contract prepared by the Employer, for reference only. If the GC prepared by the Employer includes changes from standard GC, JICA will not recognize it as valid and the standard GC, as defined above, will apply.

Instead of attaching to the Bidding Documents / Contract a copy of the standard GC, the Employer can use the following introductory text.

The General Conditions of the Contract governing this Contract are the "General Conditions of the Contract", Section VII of the Standard Bidding Document for Works Procurement (version 1.0) published by JICA in October 2012. These General Conditions of the Contract are available on the JICA website shown below: http://www.jica.go.jp/english/our_work/types_of_assistance/oda_loans/oda_op_info/guide/tender/spanish.html

No copy of the General Conditions of Contract is attached to these Bidding Documents / Contract.

Section VII. General Conditions of the Contract

GC-1

Section VII. General Conditions of the Contract Table of Contents

A. General .......................................................................................................................................3 1. Scope of Application.......................................................................................................3 2. Definitions, Interpretation ...............................................................................................3 3. Stakeholders .....................................................................................................................4 4. Contractual Documents ...................................................................................................6 5. General Obligations .........................................................................................................8 6. Performance Security and Outstanding Completion of Works - Advance Payment Security - Retention Money Security - Insurance.........................................................13 7. Periods Countdown - Types of Notification..................................................................13 8. Intellectual or Commercial Property.............................................................................16 9. Protection of Labor and Working Conditions...............................................................16 B. Prices and Settlement of Accounts..........................................................................................20 10. Contents and Nature of Prices........................................................................................20 11. Payment to the Contractor..............................................................................................26 12. Inspection and Contradictory Findings...........................................................................28 13. Terms of Payment...........................................................................................................29 14. Settlement of Price of Unforeseen Works......................................................................34 15. Increase in the Volume of the Works.............................................................................35 16. Decrease in the Volume of the Works...........................................................................36 17. Change in the Importance of the Various Types of Works............................................36 18. Loss and Damage - Force majeure.................................................................................37 C. Periods .......................................................................................................................................38 19. Setting and Extension of Deadlines................................................................................38 20. Penalties, premiums and deductions..............................................................................39 D. Execution of the Works.............................................................................................................40 21. Origin of Supplies, Equipment, Materials and Products ..............................................40 22. Places of Extraction or Borrowing of Materials...............................................................40 23. Quality of Materials and Products - Application of Standards.......................................41 24. Qualitative Verification of Materials and Products - Tests and Trials...........................42 25. Quantitative Verification of Materials and Products......................................................44 26. Taking-Over, Handling and Conservation by the Contractor of Materials and Products supplied by the Employer under the Contract...............................................................44 27. Layout of Works..............................................................................................................46

GC-2

28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40.

Section VII. General Conditions of the Contract

Preparation of Works....................................................................................................46 Construction Drawings - Calculation Notes - Detailed Studies...................................47 Changes made to Technical Provisions........................................................................48 Installation, Organization, Health and Safety of Construction Sites................................49 Explosive Devices of War.............................................................................................53 Materials, Objects and Remains found on Construction Sites......................................54 Damages to Public Roads..............................................................................................54 Various Damage Caused by the Execution of Works or Execution Methods...............55 Reserved .........................................................................................................................55 Removal of Equipment and Materials not in use...........................................................55 Testing and Inspection of the Works..............................................................................55 Defects in Construction..................................................................................................56 Documents Provided after Execution.............................................................................56

E. Acceptance and Guarantees...................................................................................................56 41. Provisional Acceptance.................................................................................................56 42. Final Acceptance...........................................................................................................59 43. Provision of some Works or Parts of Works.................................................................60 44. Contractual Guarantees.................................................................................................60 45. Statutory Guarantee.......................................................................................................61 F. Termination of Contract - Interruption of Works..............................................................61 46. Termination of Contract.................................................................................................61 47. Death, Disability, Judicial Settlement or Liquidation of Contractor's Property............63 48. Adjournment of Work....................................................................................................63 G. Coercive Measures - Settlement of Disputes - Entry into Force........................................64 49. Coercive Measures.........................................................................................................64 50. Settlement of Disputes...................................................................................................65 51. Applicable Law and Change in Regulations..................................................................69 52. Entry Into Force of the Contract....................................................................................70

Section VII. General Conditions of the Contract

GC-3

A. 1.

Scope of Application

General

1.1 These General Conditions apply to all Works Contracts which are wholly or partly financed by the Bank as defined in Article 2.1 of GC and any other Contract expressly referred to therein. They shall supersede and cancel the General Conditions applicable, if any, under the regulations in force. Derogations may be made only on condition that the articles, paragraphs and subparagraphs to which it is derogated, are expressly indicated or summarized in the Particular Conditions of the Contract.

2.

Definitions, Interpretation

2.1 Definitions Under these documents: "Contract" means all rights and obligations of the Parties to carry out of the Works. The documents and Contractual documents are listed in Article 4.2 of the GC. "Contract Amount" means the sum of the basic prices as defined in paragraph 13.1.1 of the GC. "Employer" means the administrative division, entity or legal person on whose behalf the Works are carried out and whose full identification is set out in the Particular Conditions of Contract. "Project Manager" means the legal representative of the Employer during the execution of the Contract. "Engineer" means the natural or legal person who, for his technical competence, is entrusted by the Employer to lead and control the execution of the Works and to propose their reception and payment; If the Engineer is a legal person, it also designates the natural person who has sole prerogative to represent him, in particular to sign service orders. "Contractor" means the legal person whose offer has been accepted by the Employer. "Bank" means the financial institution whose name appears in the Particular Conditions, which assists the Employer in the financing of the Contract Works. "Site" means all the lands on which the Works will be executed together with all the lands necessary for the construction site, including the special access roads and any other places specifically designated in the Contract.

GC-4

Section VII. General Conditions of the Contract

"Particular Conditions" (PC) means the documents prepared by the Employer forming part of the Bidding Documents, amended if necessary and included in the constitutive documents of the Contract, referred to as “PC” and including: a) amendments to these General Conditions of Contract (GC); b) the Contractual provisions specific to each Contract. "Service Order" means any written instruction given by the Engineer to the Contractor regarding the performance of the Contract. "SubContractor" means the legal person(s) entrusted by the Contractor to carry out part of the Works. "Conciliator" means the person appointed jointly by the Employer and the Contractor to perform the functions described in Article 50 of the GC. 2.2 Interpretation 2.2.1 The headings and subheadings of this document are intended solely for ease of use but do not have any Contractual value. 2.2.2 The words designating persons or parties may also include companies, and any organization or JVCA having legal personality. 3

2.2.3 Words written in the singular include the plural and vice versa depending on the context. 3.

Stakeholders

3.1 Designation of Stakeholders 3.1.1 The PC designates the Employer, the Project Manager, and the Engineer. 3.1.2 The Contractor's submission (hereinafter the "Submission") shall include all information necessary or useful for the identification of the Contractor and his legal representative (s). 3.2 JVCA’s Contractors 3.2.1 In this document, Contractors are considered to be a JVCA if they have concluded a single Contract Agreement. 3.2.2 The JVCA’s Contractors are always a joint : therefore, each of them is committed for the whole Contract and must mitigate any failure of its partners. One of them, designated

Section VII. General Conditions of the Contract

GC-5

in the Act of Engagement as a joint representative, represents all the Contractors with the Employer, the Project Manager and the Engineer for the performance of the Contract. 3.3 Assignment, delegation, subContracting 3.3.1 Unless otherwise agreed by the Employer, the Contractor shall in no case assign or delegate all or part of the Contract, except for an assignment or delegation to the Contractor's insurers (in case where the insurers have relieved the Contractor of any loss of liability) from its right to reparation from a responsible party. 3.3.2 The Contractor cannot subContract its entire Contract. He may, however, subContract the execution of certain parts of his Contract provided that he has obtained the prior agreement of the Employer, which is deemed to have been obtained for any SubContractor designated in the Contract and, when subContracting is greater than ten (10) percent of the Contract Amount, of the authorities whose approval is necessary for the entry into force of the Contract. In all cases, the Contractor shall remain fully liable for the acts, defaults and negligence of the SubContractors, their representatives, employees or workers as fully as if it were for its own acts, defaults or negligence or for those of its own representatives, employees or workers. 3.3.3 SubContractors may only be accepted if they have demonstrated that they have taken out full liability insurance in accordance with Article 6 of the GC. 3.3.4 Once the acceptance and approval has been obtained, the Contractor shall inform the Project Manager of the name of the qualified person to represent the SubContractor and the elected residence by the SubContractor in the vicinity of the Works. 3.3.5 Recourse to subContracting without SubContractor's prior acceptance by the Employer exposes the Contractor to the application of the measures provided for in Article 49 of the GC. 3.4 Contractor’s Representative As soon as the Contract enters into force, the Contractor confirms the identity of his representative, namely the natural person who represents him with the Employer, the Project Manager, and the Engineer for all matters relating to the execution of the Contract; This person, responsible for the conduct of the Works, shall have sufficient powers to take the necessary decisions without delay. In the absence of such

GC-6

Section VII. General Conditions of the Contract

designation, the Contractor or his legal representative shall be deemed personally responsible for the conduct of the Works. 3.5 Contractor’s Residency 3.5.1 The Contractor is required to elect residence in the vicinity of the Works and to inform the Project Manager, the Engineer, and the Employer of his address. If he fails to fulfill this obligation within fifteen (15) days from the date of the notification of the Contract, all notifications relating to the Contract shall be valid when they have been made at the address of the main Site of Works. 3.5.2 After the provisional acceptance of the Works, the Contractor shall be relieved of the obligation indicated in the preceding paragraph; any notice shall then be validly sent to him at his residence or registered office mentioned in the Contract Agreement. 3.6 Change of Business The Contractor shall notify the Project Manager immediately of any changes to his business occurring during the performance of the Contract which relate to: a) the persons having the power to engage the business, b) the form of the business, c) the name of the business, d) the address of the business head office, e) the share capital of the business, and, generally, any significant changes in the operation of the business. 4.

Contractual Documents

4.1 Language The Contractual documents shall be written in the language specified in the PC. Correspondence, instructions and service orders shall be written or given in that language. 4.2 Constituent Parts of the Contract - Order of Priority The Contractual parts constituting the Contract include : a)

the Letter of Acceptance of the bid and the Contract Agreement duly signed,

b) the Letter of Bid and the Schedule of Adjustment Data,

Section VII. General Conditions of the Contract

GC-7

c)

the Particular Conditions of Contract,

d)

the specifications or specific technical conditions containing the description and characteristics of the works as stipulated in the Technical Specifications,

e)

the documents such as drawings, calculation notes, survey sheets, geotechnical file when these documents are mentioned in the PC,

f)

the Price Schedule or the price series in lieu thereof and, where applicable, the statement of the lump sum prices if the Contract provides it,

g) the details of the Bill of Quantities, subject to the same exception as above, h) the breakdown of the flat prices and precised details of unit prices, when these parts are mentioned as Contractual parts in the PC, i)

the General Conditions of Contract, and

j)

the General Technical Specifications applicable to the services covered by the Contract as stipulated in the Technical Specifications and any other documents of the same type mentioned in the PC,

k) the Ackowledgment of Compliance with the Guidelines for Procurement under Japanese ODA Loans. In the event of any contradiction with the constituent parts of the Contract, these parts shall prevail in the order in which they are listed above. 4.3 Contractual Documents after Conclusion of the Contract After its conclusion, the Contract may be modified only by the conclusion of written amendments submitted to the same procedure as that of the Contract. Within the meaning of this paragraph, “Modification” means a change which does not arise from the implementation of the terms of the Contract nor of the regulation in force, whose change is, as appropriate, taken into account under the conditions of Article 51.3 of the GC. 4.4 Drawings and Documents provided by the Employer 4.4.1 Two (2) copies of the drawings prepared by the Employer or the Engineer shall be provided to the Contractor free of charge. The Contractor shall be responsible for copying at

GC-8

Section VII. General Conditions of the Contract

his own expense any other copies he may need. Except where strictly necessary for the performance of the Contract, the drawings, specifications and any other documents provided by the Employer or the Engineer shall not be used, without the agreement of the Project Manager, or communicated to third parties by the Contractor. At the time of the provisional acceptance, the Contractor shall return to the Project Manager all the drawings provided to him under the Contract. 4.4.2 The Contractor shall provide to the Engineer three (3) copies, one (1) of which shall be on tracing paper of all the drawings and other documents whose preparation and production are at its expense under the Contract, as well as one (1) reproducible copy of any document whose reproduction through photocopying may not be as good as the original copy. 4.4.3 One (1) copy of the drawings, provided to the Contractor or produced by the Contractor under the conditions set out in paragraphs 4.1 and 4.2 of this Article, shall be retained by the Contractor at the site for inspection and use by the Engineer. 4.4.4 The Contractor shall notify the Engineer in writing, with a copy to the Project Manager, whenever the Implementation Schedule or Schedule of Works is likely to be delayed or interrupted if the Engineer Or the Project Manager does not issue within a reasonable time a plan, service order or other instruction necessary for the execution of the Works which he is required to transmit to the Contractor. The Contractor's notification shall specify the characteristics of the documents required and the dates of submission of those documents. 4.4.5 In the event that delays by the Employer or the Engineer in the delivery or approval of the plans or the issuance of a service order or other instruction are prejudicial to the Contractor, the latter shall be entitled to compensation for such damage except in the event that these delays are themselves caused by a failure by the Contractor to deliver to the Engineer or the Employer information, plans or documents he is required to provide. 5.

General Obligations

5.1 Compliance of the bid 5.1.1 The Contractor is deemed to have submitted a complete bid based on unit prices and lump sum prices, if provided by the Contract, which shall, unless otherwise provided in the Contract, be deemed to cover all its obligations under the Contract and the constraints which are not only necessary for the proper and complete execution of the Works but also

Section VII. General Conditions of the Contract

GC-9

necessary for remedying construction defects or correcting defects due to bad workmanship, as further detailed in Article 10.1 of the GC. 5.1.2 The Contractor shall be deemed to have inspected and examined the Site and its surroundings and to have read and analyzed the available data related thereto before submitting its bid, especially regarding: a)

the topography of the site and nature of the worksite, including the conditions of the subsoil,

b) the hydrologic and climatic conditions, c)

the scope and nature of the Works and materials necessary for implementing the Works and remedying construction defects or correcting defects due to bad workmanship,

d) the means for accessing the Site and the physical facilities that it may need. Generally, it shall be deemed to have obtained all necessary information on risks hazards and any other things that may affect or influence its bid, except as otherwise provided in the Technical Specifications. 5.2 Execution in accordance with the Contract The Contractor shall conduct execution studies within the limits of the provisions of the Contract, the complete execution of the Works and remedy disorders or defects in accordance with the provisions of the Contract. The Contractor shall conduct the Works, provide labor, materials, equipment as well as temporary facilities required for the execution and completion of the Works and for dealing with disorders and defects. 5.3 Compliance with Laws and Regulations The Contractor shall comply in all respects with the provisions of applicable regulations on the execution of the Works and the remedy for construction defects. 5.4 Confidentiality The Contractor shall remain under a strict obligation of confidentiality with regard to the Contract and related Contractual documents. That same obligation shall apply to information of any kind that is not yet made public, which itself, its staff and SubContractors may have obtained through the execution of the Contract. It shall in no event publish or disclose such information without the prior written consent of the Project

GC-10

Section VII. General Conditions of the Contract

Manager, and only within the strictly necessary limits to ensure the proper execution of the Contract. 5.5 Construction Processes and Methodologies The Contractor is fully responsible for the adequacy, stability and safety of all the processes and construction methods used for the execution of Works. 5.6 Convening the Contractor - Site Meetings The Contractor or its representative shall visit the offices of the Engineer or the Sites whenever it is required to do so. It shall be accompanied, if necessary, by his SubContractors. In the case of a JVCA, the foregoing requirement shall apply to the joint representative who may be accompanied, if necessary, by other Contractors and SubContractors. 5.7 Service Order 5.7.1 Service orders shall be in writing, signed by the Engineer, dated and numbered. They shall be sent by mail, delivered by hand, in two (2) copies or by email, in accordance with the provisions of the PC to the Contractor who shall, in turn, immediately return to the Engineer one of the two copies (if applicable) after having signed and dated it with the date of reception. The first service order shall be transmitted to the Contractor on the date of entry into force of the Contract. 5.7.2 Whenever the Contractor considers that the requirements of a service order call for reservations on its part, it shall, under penalty of foreclosure, submit them in writing to the Engineer within a period of fifteen (15) days calculated in accordance with conditions provided in Article 7 of the GC. Except for the cases provided for in Articles 14.1 of the GC, the Contractor shall strictly comply with each service order sent to him, regardless of whether they were subject to reservations on its part or not. 5.7.3 All service orders relating to subContracted Works shall be sent to the Contractor, who alone shall be entitled to make reservations. 5.7.4 In the case of a JVCA, the service orders shall be sent to the joint representative, who alone shall be entitled to make reservations. 5.8 Financial Arrangements of the Employer and Quaterly Estimates of the Corresponding Obligations

Section VII. General Conditions of the Contract

GC-11

5.8.1 The Employer shall, within the period specified in Article 52.1 of the GC, and thereafter, within thirty (30) days after the reception of any request of the Contractor to this effect, provide to the Contractor evidence that the Employer has established, maintained and/or adapted the financial arrangements allowing him to pay punctually the sums owed to the Contractor in respect of the Contract, as reasonably estimated on the date in question, taking into account, where appropriate, the impact of price revisions, unforeseen, modifying or additional work and unforeseen circumstances. The Employer shall not make any amendments limiting such financial arrangements without first informing the Contractor in writing in detail. In addition, if the Bank has notified the Employer of the suspension of disbursements under the Contract, the Employer shall notify the Contractor of such suspension, specifying the terms and conditions (including the dates of receipt and effect of The Bank's notification), with a copy to the Engineer, within seven (7) days of receipt of the notice from the Bank by the Employer. If replacement financial arrangements equivalent to those of the Bank may be duly implemented by the Employer within sixty (60) days of the date of the Bank's notification, in order to ensure the actual payment of sums due to the Contractor from the expiry of this period, the Employer shall inform the Contractor in writing and in detail of the new arrangements. 5.8.2 The Contractor shall, within the period stipulated in the PC, provide the Engineer with a detailed quarterly estimate of the financial commitments of the Employer including all payments to which the Contractor is entitled under the Contract. In addition, he commits to provide the Engineer, upon request of the Engineer, with revised estimates of these commitments. 5.9 Contractor’s Personnel For the purposes of executing the Works and remedying construction defects, the Contractor shall employ the following personnel on the Site: 5.9.1 Only technicians who are qualified and experienced in their respective area of expertise as well as foremen and team leaders who can ensure the proper monitoring of the Works, 5.9.2 A skilled, semi-skilled and unskilled labor force for the satisfactory performance of all its obligations under the Contract in strict compliance with the execution schedules.

GC-12

Section VII. General Conditions of the Contract

5.10 Safety of Persons and Property, Protection of the Environment During the execution period of the Works and the Defect Liability Period, the Contractor shall : 5.10.1 Ensure the safety of all persons entitled to be on the Site and keep the Site and the Works (until they are accepted or occupied by the Employer) in good condition so as to avoid any hazards for these persons, 5.10.2 Provide and maintain at its own expense all lighting devices, protective devices, fencing, alarm and guarding when and where necessary or required by the Engineer, by any authority duly established, and in accordance with the regulations in force, for the protection of the Works or safety and well-being of the public or others, 5.10.3 Take all necessary measures to protect the environment both on the Site and outside of it and to avoid causing any damage to persons or public property resulting from pollution, noise, or any other inconvenience caused by the methods used to execute the Works. 5.11 Access to the Site for other Contractors 5.11.1 For the purpose of executing their obligations, the Contractor shall allow the following persons to access the Site: a)

other Contractors employed by the Employer as well as their personnel,

b) the personnel of the Employer or of any other authority designated by the Employer. 5.11.2 Should the Contractor, in application of sub-paragraph 5.11.1 hereinabove, be requested through service order to: a) allow other Contractors, the Engineer, or third parties to use the roads whose maintenance is at the expense of the Contractor, b) allow those persons to use the temporary facilities or the equipment of the Contractor on the Site, c) provide other services to such persons, such services shall be considered as part of unforeseen Works and shall be governed by the provisions under Article 14 hereinafter.

Section VII. General Conditions of the Contract

6.

Performance Security and Outstanding Completion of Works Advance Payment Security Retention Money Security Insurance

GC-13

6.1 Performance Security, Satisfactory Completion Security, Advance Payment Security 6.1.1

The Contractor shall provide to the Engineer a performance security, which shall be consistent with the format included in the Bidding Documents or the Contract. This security will become the satisfactory completion security during the defect liability period. The security shall be denominated in the currency or currencies in which the Contract is to be paid and according to their respective proportions or in a freely convertible currency acceptable to the Employer. This security will be issued by a bank or a qualified guarantee organization selected by the Contractor. If the Performance Security is in the form of a surety bond, the guarantee must come from a guarantee organization acceptable to the Employer. A guarantee organization located outside the country of the Employer shall have a corresponding financial institution in the country of the Employer. The Contractor shall be authorized to submit bank guarantees directly issued by the bank of his choice located in any eligible country. In the event of withdrawal from the guarantee, for any reason whatsoever, the Contractor shall immediately reconstitute it. The amount of the performance security shall be equal to a percentage of the Contract amount specified in the PC but not less than five (5) per cent of the Contract Amount. It shall enter into force upon entry into force of the Contract. The amount of the Performance Security will be reduced by half during the provisional acceptance and will become the the satisfactory completion security. The satisfactory completion security shall be obsolete on the date of definitive acceptance except in the case provided for in Article 42.2 of the GC.

6.1.2

In addition, the Contractor shall provide to the Employer an Advance Payment Security consistent with the format included in the Bidding Documents. The amount of that security shall be equal to the amount of the advance and shall automatically be reduced proportionally as the advance is paid by installment. The Advance Payment Security shall automatically become null and void on the date the final installment of the advance is paid.

6.2 Retention Money

GC-14

Section VII. General Conditions of the Contract

6.2.1

Retention money shall be deducted from all the payments due to the Contractor; it shall be equivalent to a percentage specified in the PC, but shall not be more than ten percent (10%) of the Contract Amount.

6.2.2 The amounts withheld shall be released in half upon provisional acceptance. The balance shall be released under the same conditions as those provided for the satisfactory completion security. 6.2.3 The replacement of the balance by a bank guarantee shall be effected automatically at the request of the Contractor on the date on which the provisional receptance is pronounced. 6.3 Liability – Insurance 6.3.1

Notwithstanding the insurance obligations imposed hereinafter, the Contractor alone shall be and remain liable and shall guarantee the Employer and the Engineer against any claims by third parties, for the compensation for damages of whatsoever kind, or for body injuries suffered because of the execution of this Contract by the Contractor, its SubContractors and their employees. The Contractor shall take out and maintain the minimum insurance policies specified in paragraph 3.2 to 3.5 of this Article and whose minimal amounts are specified in the PC.

6.3.2

Insurance against risks caused to third parties The Contractor shall take out civil liability insurance covering body injuries and property damage that may be caused to third parties due to the execution of the Works and during the defect liability period. The insurance policy shall specify that the personnel of the Employer, the Engineer as well as those of other companies present on the Site are considered as third parties under this insurance, which shall be unlimited as regards body injuries.

6.3.3

Insurance against accidents at work The Contractor shall take out, in accordance with the applicable regulations, the assurance policies necessary for that purpose. He shall make sure that its SubContractors do the same. He shall guarantee the Employer and the Engineer against all claims that his personnel or those of his SubContractors may have in this regard. For his permanent expatriate personnel, if any, the Contractor shall also comply with the applicable laws and regulations of the country of origin.

6.3.4

Insurance against Site risks

Section VII. General Conditions of the Contract

GC-15

The Contractor shall take out an “All Risks Construction” insurance for himself, his SubContractors, the Employer, and the Engineer. This insurance shall cover all damage which may be caused to the Works under the Contract, including damage due to defective or poor design, drawings, building materials, or implementation, for which the Contractor is responsible under the Contract. It shall cover damage due to natural events as well. This insurance shall also cover damage to existing property and goods of the Employer. 6.3.5

Decennial liability insurance The Contractor shall take out insurance that fully covers his decennial liability, which may be used in the execution of the Contract.

6.3.6

Subscription and submittal of insurance policies Insurances mentioned from paragraph 3.2 to 3.4 of this Article shall be submitted by the Contractor to the Project Manager for approval and then shall be taken out by the Contractor prior to commencement of the Works. The Contractor shall take out the decennial liability insurance provided for in paragraph 3.5 of this Article prior to commencement of the Works. All these insurance policies shall include a provision making their termination contingent upon a prior notice made by the insurance company to the Employer.

7.

Periods Countdown Types of Notification

7.1 Any period prescribed in the Contract to the Employer, the Project Manager, the Engineer or the Contractor shall commence on the day following the event that serves as the starting point of the period. 7.2 When the period is specified in days, it shall refer to calendar days and shall expire at the end of the last day of the expected period. When the period is specified in months, it shall be counted from day of the month to day of the month. If there is no corresponding day of the month in the month in which the period is expected to expire, the period shall expire at the end of the last day of the said month. When the last day of a period is a weekly rest day, a holiday or a vacation day in the Employer’s country, the period shall be extended to the first following business day.

GC-16

Section VII. General Conditions of the Contract

7.3 Whenever a document must be delivered within a specified period of time by the Contractor to the Maître d’Ouvrage, the Contracting Authority, or Maître d’Œuvre, or vice versa, or whenever the delivery of a document is the start of a Contractual period, the said document shall be delivered against receipt or be sent by registered mail with acknowledgment of receipt. The date of receipt or acknowledgment of receipt shall become the official delivery date. 8.

Intellectual or Commercial Property

8.1 The Employer shall guarantee the Contractor against all claims by third parties with respect to patents, licenses, designs, trademark or brand name whose use is imposed by the Contract. In this case, it shall be the Employer’s responsibility to obtain, at its expense, the necessary assignments, licenses, or authorizations. 8.2 Subject to the provisions of the preceding sub-paragraph, the Contractor shall guarantee the Employer and the Engineer against all claims by third parties regarding patents, licenses, designs, trademarks or brand name and all other protected rights relating to the equipment supplied by the Contractor or his SubContractors, the materials or equipment used for or in connection with the Works or incorporated therein, as well as all damage, interest, costs, charges and expenses of any kind related thereto. In this case, it shall be the Contractor's responsibility to obtain, at its expense, all necessary assignments, licenses, or authorizations including those enabling the Employer to do or order all future necessary repairs.

9.

Protection of Labor and Working Conditions

9.1 General and Standard Obligations The Contractor is encouraged, as far as possible, to recruit in the country of the Employer the personnel and labor with the required qualifications and experience. In the absence of any contrary provisions contained in the Contract, the Contractor shall be responsible for the remuneration, accommodation, supplies and transportation of personnel and labor in strict compliance with the regulations in force, in particular with regard to labor regulations (in particular as regards working hours and rest days), social regulations and all applicable health and safety regulations. The Contractor shall not recruit or attempt to recruit the personnel and labor employed by the Employer. The Contractor shall comply with the labor legislation applicable to its personnel, including legislation relating to hiring, health, safety, social protection, immigration and emigration, and shall grant all rights which result from it. The Contractor shall require its employees to comply with applicable laws and regulations, including those relating to safety at work.

Section VII. General Conditions of the Contract

GC-17

The Project Manager may require the departure from the Site from any person employed by the Contractor who is incapable or guilty of negligence, repeated imprudence or lack of probity and, more generally, any person employed by him and whose action is contrary to the proper execution of the Works. The Contractor alone bears the harmful consequences of frauds or defects committed by the persons he employs in the execution of the Works. When the Contractor is authorized to subContract part of the Works, his SubContractors shall be bound by identical obligations. Forced Labor - The Contractor shall not use forced labor, that is any work or service exacted from an individual under the threat of any penalty and for which the individual has not offered himself willingly. Child Labor - The Contractor shall not employ children in a manner that is economically exploiting or likely to be dangerous or interferes with the child's education, harmful to his health or his physical, mental, spiritual, moral or social development. If the national law provides for the employment of minors, the Contractor shall comply with the laws applicable to him. Children under the age of 18 years will not be employed in hazardous work. Workers' Representation - In countries where the national law recognizes the rights of workers to form and join workers' organizations of their choice without interference and to negotiate collectively, the Contractor shall comply with the national law. When the national law imposes significant restrictions on the representation of workers, the Contractor shall allow workers to resort to alternative means of expressing their grievances and shall protect their rights with respect to working conditions and terms of employment. In either case and if the national law is silent on this point, the Contractor shall not discourage the workers from forming or joining organizations of their own choice or from collective negotiation and shall not discriminate nor retaliate against workers who participate in or intend to participate in such organizations and who engage in collective negotiation. The Contractor will work with the workers' representatives. Workers' representatives are supposed to represent workers of the labor fairly. Absence of Discrimination and Equal Opportunity - The Contractor shall not make a recruitment decision on the basis of personal characteristics unrelated to the requirements of the position to be filled. The Contractor shall base the employment relationship on the principle of equal opportunity and treatment

GC-18

Section VII. General Conditions of the Contract

and shall not discriminate in relation to employment relationships, including recruitment and hiring, remuneration (including wages and social benefits), terms and conditions of employment, access to training, promotion, termination of employment or retirement and discipline. In countries where the national law contains provisions relating to non-discrimination in employment, the Contractor shall comply with national law. When the national law is silent on non-discrimination in respect of employment, the Contractor shall comply with the provisions of this paragraph. Special measures to protect or assist in the redress of past discrimination or selection for a specific post based on the needs inherent in this post shall not be deemed to constitute discrimination. 9.2 Personnel Remuneration and Working Conditions The Contractor shall remunerate its personnel and labor at rates and under conditions at least equivalent to the rates and conditions in force in the sector of activity of the Works. In the absence of such rates, the Contractor shall use the local conditions and rates used by Contractors in a similar sector. The Contractor shall inform his personnel about their liability, if applicable, to pay personal income taxes in the Employer’s country in respect of their salaries, wages, allowances, etc. and the Contractor shall perform such duties in regard to the law in force. No work shall be performed on the Site during days of leave recognized by the regulations in force, or outside the normal working hours mentioned in the PC, unless: a) the Contract provides otherwise, b) the Engineer agrees, or c) the work is unavoidable or necessary for the protection of the facilities, in which case the Contractor shall immediately notify the Engineer. Irrespective of the requirements of labor laws and regulations, the Contractor is required to provide the Project Manager with an up-to-date list of personnel employed by the Contractor with their qualification. The Project Manager may at any time require the Contractor to prove that he is in good standing with respect to the application to his personnel employed in the execution of the Works subject to the Contract in respect of the social legislation, in particular with regard to wages, health and safety. The Contractor shall maintain a detailed breakdown by category of workers employed by the Contractor, which shall be available

Section VII. General Conditions of the Contract

GC-19

for inspection during working hours, and shall monthly provide a summary to the Project Manager in a format approved by the Project Manager. 9.3 Obligations in respect of Foreign Personnel In the case of expatriate personnel, the Contractor must ensure strict compliance with the relevant legislation and regulations. Subject to the applicable laws and regulations governing the employment of foreign personnel, the Employer shall make the necessary arrangements to facilitate the timely receipt by the Contractor of all visas and permits required and, in particular, work and residence permits for staff whose services are deemed necessary by the Contractor and residence permits for family members of such staff. The Contractor shall be responsible for the return of foreign personnel to the premises where they are recruited or to their place of residence. In the event of the death of a staff member of the Contractor or a family member accompanying him, the Contractor shall take charge of the arrangements necessary for his repatriation or burial, unless otherwise specified by the PC. 9.4 Housing, Food, Water and Disorders Unless otherwise specified in the Work Specifications, the Contractor shall provide and maintain the housing and facilities necessary for the welfare of its employees. The Contractor shall also provide the necessary facilities to the Employer's staff as specified in the Work Specifications. The Contractor shall not permit his staff to temporarily or permanently lodge within the facilities of the works. The Contractor shall ensure that the supply of foodstuffs to his personnel is sufficient and reasonably priced as specified in the Specifications. The Contractor shall arrange for the supply of drinking water and water for domestic purposes, taking into account local conditions. Whenever possible, the Contractor shall take the necessary precautions to prevent unlawful acts or disorders that may be committed by his personnel and to ensure the peace and protection of property and persons on the Site and its surroundings. 9.5 Hygiene, Health and AIDS Prevention

GC-20

Section VII. General Conditions of the Contract

The Contractor shall constantly take the necessary precautions to protect the health and safety of his personnel. In collaboration with local health authorities, the Contractor shall ensure that medical personnel, first-aid facilities, the infirmary and ambulance services are always available on the Site and in the staff’s housing of the Contractor or the Employer, and that the necessary measures have been taken with regard to hygiene and well-being and the prevention of epidemics. The Contractor shall carry out an HIV/AIDS awareness program through a qualified entity and take any other measures provided for in the Contract to reduce the risk of HIV spread among its staff and local populations, quickly carry out diagnosis and provide the necessary assistance to those affected. The Contractor shall, during the term of the Contract (including the defect liability period): (i) conduct at least every two (2) months information, education and communication campaigns for workers on the Site and related populations, regarding the risks, dangers, consequences and appropriate preventive behaviors relating to sexually transmitted diseases (STDs) - or sexually transmitted infections (STIs) in general and HIV/AIDS in particular; (ii) supplying male and female condoms to all personnel and labor on the Site, and (iii) conducting screening, diagnostic tests and access to consultations organized under the auspices of the HIV/AIDS national program (unless otherwise agreed) by all staff and labor on the Site. The Contractor shall include in the implementation program and the safety and hygiene plan submitted in accordance with Article 28 of the GC a program relating to the fight against STIs and HIV/AIDS. This program shall indicate when, by what means and at what cost the Contractor intends to fulfill the obligations under this Article and the related provisions. For each of these elements, the program will detail the resources provided or used and the services that may be subContracted. The program will also include a provisional budget and related documentation. The payment to the Contractor of the costs incurred in the preparation and execution of this program shall not exceed the provisional amount provided for this purpose.

B. 10.

Contents and Nature of Prices

Prices and Settlement of Accounts

10.1 Contents of Prices 10.1.1 Prices shall be deemed to include all expenses resulting from the execution of the Works, including overhead costs and, as specified in paragraph 5 of this Article, unless otherwise specified in the PC, all taxes, duties and charges of all nature due by the Contractor and / or its employees and SubContractors as a result of the execution of the Works, with the exception of taxes and charges which are normally payable as part of the payments due by the

Section VII. General Conditions of the Contract

GC-21

Employer to the Contractor and from which this Contract is specifically exempted by a provision of the PC. The prices of the Contract shall be settled in the currency or currencies in which the amount of the Contractor's bid was expressed. 10.1.2 Except only for the constraints that are specifically mentioned in the Contract as not covered by the prices, prices are assumed to provide the Contractor with a margin for risks and profits and to take into account all the constraints of the execution of the Works which are normally foreseeable by a competent Contractor in the circumstances in which those Works are executed and especially in the constraints resulting from: a) natural phenomena, b) the use of public domain and the operation of public services, c) the presence of pipes, ducts and cables of any kind, and the Works required for moving or altering these Works, d) the simultaneous implementation of other Works, due to the presence of other Contractors, e) the enforcement of tax and customs regulations, f) the evolution of the parities between the different currencies. Unless otherwise specified in the PC, prices shall be deemed to have been set on the basis that no service shall be provided by the Employer. 10.1.3 In case of subContracting, the Contract prices shall be deemed to cover the costs for coordination and monitoring by the Contractor, of his sub-Contractors as well as the consequences of their possible defects. 10.2 Difference between Unit Prices and Lump sum Prices 10.2.1 Prices shall be either unit prices or lump sum prices which shall respectively be defined as follows : a) unit price shall mean any price which is not a lump sum as defined below, including any price that applies to any kind of work or to any item of work whose quantities are only provisionally indicated in the Contract.

GC-22

Section VII. General Conditions of the Contract

b) lump sum price shall mean any price that constitutes a payment to be made to the Contractor for any piece of work, part of the Works or any specific set of services specified by the Contract, and which is either explicitly mentioned in the Contract as a lump sum or only applies to a set of services that is not to be repeated in the Contract. 10.3 Breakdown of Prices 10.3.1 Prices are detailed through the breakdown of lump sum prices and the detailed breakdown of unit prices. 10.3.2 The breakdown of any lump sum price shall be presented in the form of a bill of quantities comprising, for each type of work or each item of work, the quantity to be used and the corresponding price, specifying, for the prices in question, the percentages mentioned in sub-paragraphs a) and b) of this Article's paragraph 3.3. This breakdown shall indicate separately, where appropriate, the currency or currencies in which all or part of the expenditure is incurred. 10.3.3 The detailed breakdown of any unit price shall give the content of the price with reference to the following categories: a) disbursements or direct expenses, broken down into expenditures on personnel's salaries and allowances, cost of salaries, expenditures on materials and consumables, equipment costs, b) on the one hand, overhead costs, on the other hand, taxes and charges expressed as percentages of the disbursements specified in sub-paragraph a), c) the margin for risks and profits, expressed as a percentage of the total of the previous two items, This sub-detail shall indicate separately, where appropriate, the currency or currencies in which all or part of the expenditure is incurred. 10.3.4 If the breakdown of a lump sum price or the detailed breakdown of a unit price is not specified in the Contractual documents and if the submission of such a breakdown is not required by the PC within a certain period of time, a service order may give instructions concerning that submission, in which case, the deadline given to the Contractor may not be less than twenty-one (21) days.

Section VII. General Conditions of the Contract

GC-23

Failure to submit the breakdown of a lump sum price or the detailed breakdown of a unit price when such documents are expected to be submitted within a given period of time shall prevent the payment of the first installment following the due date of the said documents. 10.4 Adjustment of Prices 10.4.1 The prices shall be deemed to be adjustable, unless the PC provides that they should be fixed. 10.4.2 Prices may only be adjusted if such an adjustment is expressly provided for in the PC. In which case, the Contract price shall be adjustable by applying the “REV” coefficient calculated according to the following formulae and methods. a) The formula is as follows: REV = X + (a) T/To + (b) S/So + (c) F/Fo + ... where: REV is the revision coefficient that will apply to each payment in accordance with the application and revision methods detailed in sub-paragraphs (b) and (c) of this paragraph, respectively. On each payment, the amount to be paid in a given currency will be revised by multiplying the corresponding REV coefficient. X is the non-revisable fixed part of the payments and (a), (b), (c), etc. represent the weighting parameters of the factors subject to revision on the basis of the values of the indices, T, S, F, etc. The respective values of the parameters X, a, b, c, etc. are set out in the submission form entitled "Price Adjustment Data", with the provision that X + a + b + c + etc. = 1. T, S, F, etc., and To, So, Fo, etc. represent the value of the indices corresponding to the factors included in the formula, the definition and the origin of these indices are specified in the submission form entitled "Price Adjustment Data", being specified that the values of T, S, F, etc. shall be those in force during the month in which the event giving rise to the payment occurs, and the values To, So, Fo, etc. shall be those in force during the month in which the closing date for the submission of bids is given. b) There shall be a formula for each currency of payment as defined in paragraphs 1.3 and 1.4 of this Article, being

GC-24

Section VII. General Conditions of the Contract

specified that the indices T, S, F, etc., and To, So, Fo, etc., shall correspond to the indices of the country of origin of the expenditure corresponding to each of the currencies. Where the indices and foreign currencies of payment have different countries of origin, a correction coefficient will be specified in the PC to correct the distortions introduced thereby. c) Adjustment methods The price adjustment provisions shall be applied monthly and the amount of such adjustment shall be settled under the same conditions as the corresponding advance payment provided for in Article 11 of the GC. In the event that the official indices for price adjustment are known only after a delay, provisional adjustment will be calculated on the basis of the latest known values of the said indices or, failing that, on mutually agreed values. The adjustments will be readjusted as soon as the values for the months in question are published. In the event of a delay in the execution of the Works attributable to the Contractor, the services performed after the Contractual performance period will be paid on the basis of the adjusted prices on the day of expiry of the Contractual performance period (itself, possibly extended by the duration of the delays not attributable to the Contractor). 10.5 Taxes, Duties, Levies, Fees, Contributions 10.5.1 The Contract Amount includes taxes, duties, levies, fees and contributions of whatever kind that are payable outside of the Employer’s country, in connection with the execution of the Contract, especially due to the manufacture, sale and transportation of the supplies, materials, and equipment of the Contractor and his SubContractors, whether such supplies, materials or equipment are to be incorporated in the Works or not, as well as for services rendered, regardless of the nature of such services. 10.5.2

Unless otherwise provided by the PC, the Contract Amount shall also include all the taxes, duties, levies, fees, and contributions of whatsoever kind that are payable in the Employer’s country. These have been calculated by taking into account the methods for assessing the tax base and rates in force thirty (30) days before the deadline for bids submission.

Section VII. General Conditions of the Contract

GC-25

10.5.3 The prices shall include import taxes, duties and levies, as regards both permanent and temporary imports of supplies, materials and equipment which are necessary for the execution of the Works. They shall also include all taxes, duties and levies on the profit or turnover of the Contractor and its Sub-Contractors, regardless of the method used to determine the profit made (partially or entirely flat-rate taxation or others). They shall also include all taxes, duties, levies, and contributions payable by the Contractor's personnel and those of its suppliers, service providers or SubContractors. 10.5.4 The Contractor shall, where provided for by the regulations, pay all contributions, taxes, duties and taxes due to the competent bodies directly and shall provide the Project Manager, upon request, with proof of the corresponding payments. 10.5.5 If the regulation provides for the payment of taxes, duties, levies, and contributions through source deduction made by the Contractor, then remittance by the latter to competent agencies, the Contractor shall make such deductions and remit them to the agencies in question within the deadline prescribed by the regulations in force. 10.5.6 Where the regulation provides for source deductions to be made from all or part of the payments made by the Maître d’Ouvrage to the Contractor, the amount of such deductions shall be deduced from the amounts due to the Contractor and remitted by the Employer on behalf of the Contractor to any other competent agency. In this case, the Employer shall provide to the Contractor a receipt to justify the remittance of such amounts within fifteen (15) days of their payment. 10.5.7 Should the Employer obtain from the customs office an exemption regime or suspensive procedure that was not originally foreseen with respect to taxes, duties and levies due for the import of supplies, materials and equipment, for permanent or temporary admission after the entry into force of the Contract, a corresponding reduction of the price of the part payable in local currency shall be made and this reduction shall be indicated in an addendum. In the event that, for the purposes of getting such an advantage, a security or guarantee of whatsoever kind shall be paid to the taxation and customs office, that security or guarantee shall be the sole responsibility of the Employer. 10.5.8 Should there be changes in regulations on tax, customs duties or social issues, or in the interpretation thereof compared to the applicable regulations thirty (30) days

GC-26

Section VII. General Conditions of the Contract

before the prescribed deadline for the submission of bids, causing an increase in the costs of the Contractor, the Contractor shall be entitled to a corresponding increase in the Contract Amount. To this end, within two (2) months after such changes, the Contractor shall notify the Engineer of the consequences of these changes. In the following month, the Engineer shall propose to the Project Manager the preparation of an amendment to the Contract, which shall in all cases provide for payment of the said increase in the national currency. Should the Contractor and the Project Manager disagree on the terms of the amendment for a period of one (1) month after the Engineer has notified the Project Manager of the amendment, the procedure for settling disputes contained in Article 50 of the GC shall be applicable. 11.

Payment to the Contractor

11.1 Settlement of Accounts The settlement of the accounts under the Contract shall be done through the payment of advances, monthly installments, and the final payment whose amounts are set and payable under the conditions provided in Article 13 of the GC. 11.2 Contracted Works 11.2.1 The Contracted Works represent all the Works executed by the Contractor under the Contract, under its responsibility, with the exception of the works described in paragraph 11.3 below. They shall be paid in accordance with the Contract requirements, either on the basis of lump sum prices and unit prices or on the basis of a mixed formula which is a combination of lump sum prices and unit prices. 11.2.2 Should the unit price policy be used, the amount due shall be calculated by multiplying that price by the quantity of the type of work implemented or by the number of work items implemented. 11.2.3 Should the lump sum price policy be used, the price shall be due as soon as the Works, the part of the Works or all the services related thereto are executed. Differences observed for each type of work or item of work between the quantities of work actually implemented and the quantities indicated in the breakdown of that price, which is set in accordance with Article 10.3.2 of the GC, even if such a breakdown is valid under the Contract, shall not lead to any modification of the said price. The same shall apply to errors that the said breakdown may contain. 11.3 Dayworks

Section VII. General Conditions of the Contract

GC-27

11.3.1 The Contractor shall, when requested by the Employer, provide personnel, supplies and equipment as required for the performance of works ancillary to those provided for in the Contract. For these works, known as "Dayworks", the Contractor is entitled to reimbursement in accordance with the Dayworks of the Bill of Quantities. In the absence of such table in the bid, this clause shall not apply. 11.3.2 Except as otherwise agreed by the PC, the total amount of the dayworks shall not exceed three (3) percent of the Contract Amount. The Contractor’s obligation to perform dayworks shall end as soon as this threshold is reached. 11.4 Interim Payments for Provision of Supplies Each interim payment made pursuant to Article 13.2 of this GC shall include, where applicable, a part corresponding to the supplies made as part of the works, provided that the PC provide for their payment methods/ terms. The corresponding amount is obtained by applying to the quantities to be taken into account the prices of the Bill of Quantities of the Contract for materials, products or components to be incorporated in the works of the Contracts or, as necessary, the justified costs of acquisition or production of such supplies by the Contractor. The construction materials, products or components which have been subject to interim payment for the provision of supplies shall remain the property of the Contractor. However, they may not be removed from the Site without the written permission of the Employer. 11.5 Lump sum Advance The Contractor shall receive a lump sum advance payment as soon as it provides the securities referred to in Article 6.1.2 of the GC. The amount of that advance and its payment methods are set in the PC. 11.6 Prices Adjustment If, under the conditions specified in Article 10.4 of the GC, a price adjustment is expected, the coefficient of such an adjustment shall apply to: a) the Contracted Works implemented during the month; b) compensations, penalties, deductions related to the month under consideration;

GC-28

Section VII. General Conditions of the Contract

c) the change (increase or decrease), at the end of the month compared to the previous month, occurring in the amounts paid for supplies and advance payments at the end of the said month. This coefficient shall be rounded up to the nearest thousandth. 11.7 Default Interests In the event of a delay in payments due in accordance with the provisions of Articles 13.2 and 13.4 of the GC, the Contractor shall be entitled to default interest at the rate provided for in the PC until the date of collection, unless the Contractor has failed to provide the advance guarantee provided for in Article 6.1.2 of the GC or the documents referred to in Article 10.3.4 of the GC. 11.8 Payment to Be Made to a JVCA In the case of a Contract with a JVCA, payment for works performed shall be made to a single bank account whose details shall be provided to the Employer by the joint representative. 12.

Inspection and Contradictory Findings

12.1 As understood in this Article, inspection is a physical operation and findings refer to the document resulting therefrom. 12.2 Contradictory findings concerning the services performed or the circumstances of their execution shall be made at the request of either the Contractor or the Engineer. Inspection concerning the services performed, in the case of Works settled at unit prices, relate to the elements necessary for the calculation of the quantities to be taken into account, such as measurement results, gauging, weighing, counting and the characteristic elements necessary to determine the unit price to be applied. 12.3 Contradictory findings made for the safeguarding of any rights of either Party shall not prejudice the existence of such rights. 12.4 The Engineer shall fix the date of the inspection; when the application is made by the Contractor, such date shall not be more than eight (8) days after the date of the application. The inspection give rise to the drafting of findings written immediately by the Engineer jointly with the Contractor. If the Contractor refuses to sign this statement or signs it only with reservations, he must, within the following fifteen (15) days, specify in writing his observations or reservations to the Engineer.

Section VII. General Conditions of the Contract

GC-29

If the Contractor, duly convened in due time, is not present or represented during inspection, he shall be deemed to accept without reservation the resulting findings. 12.5 The Contractor shall be required to request in good time that contradictory findings be made in respect of services which can not be the subject of subsequent findings, in particular where the works are subsequently to be hidden or inaccessible. Failing this, and in the absence of evidence to the contrary provided by him and at his own expense, he is not entitled to contest the decision of the Engineer relating to those services. 13.

Terms of Payment

13.1 Monthly Statements 13.1.1 Before the end of each month or pursuant to the requirements provided in PC regarding advance payment(s), the Contractor shall submit to the Engineer its draft statement containing the aggregate sum, determined at the end of the previous month, of the amounts to which he is entitled, in national currency and foreign currency (s), for having implemented the Contract from the beginning of the month. This amount is determined based on the base prices, that is to say, based on the prices contained in the Contract, including discounts or surcharges that may be indicated therein, but without price adjustment and without turnover tax due on the regulations made by the Employer to the Contractor. If unscheduled works have been carried out, the provisional prices referred to in Article 14.3 of the GC shall be applied until the final prices are determined. If reductions have been established in accordance with the provisions of Article 25.2 of the GC or agreed between the Parties for others, they shall be applied. The draft monthly statement drawn up by the Contractor is accepted or rectified by the Employer, it then becomes the monthly statement. 13.1.2 The monthly statement, identifying separately the amounts payable in national currency and foreign currency (s), shall include, as appropriate, the following parts: a) Contracted Works, b) Dayworks, c) Supplies,

GC-30

Section VII. General Conditions of the Contract

d) Advances, e) Allowances, penalties, premiums and deductions other than guarantee deduction, f) Reimbursement of expenses incumbent on the Employer whose advance has been made by the Contractor, g) The amount to be deducted equal to the excess of expenses incurred for the services performed systematically in place of the defaulting Contractor on the sums that would have been paid to that Contractor if he had performed those services, h) Default interests. 13.1.3 The amount of Contracted Works shall be determined as follows: The statement shall include a statement of the Works executed, as they result from contradictory findings or, failing that, of the evaluations of the Employer. Unit prices are never split to account for ongoing Works. Lump sum prices may be paid if the work or part of the work to which the price relates is not completed, then a fraction of the price equal to the percentage of completion of the work or part of work is counted; to determine this percentage, the breakdown of price defined in Article 10.3 of the GC shall be used, if required by the Employer. The progress of the Works determined according to one of the two methods of settlement defined above is subject to contradictory findings. 13.1.4 The amount of the supplies is established taking into account those constituted and not yet used. 13.1.5 In each of the parts listed in paragraph 1.2 of this Article, the statement shall, where appropriate, distinguish between items which are firmly priced and those whose price is subject to adjustment as set out in Article 11.6 of the GC, possibly distributing these latter elements among the different methods of adjustment provided for by the Contract. The statement shall, where appropriate, specify the elements liable to the turnover tax due on the Employer’s payments to the Contractor, possibly distinguishing the applicable tax rates.

Section VII. General Conditions of the Contract

GC-31

13.1.6 The Employer may request the Contractor to prepare the draft statement according to a model or methods recommended by the competent authorities. 13.1.7 The Contractor shall attach to the draft statement the following documents, if not already provided: a) the calculations of the quantities taken into account, made from the elements contained in the contradictory findings, b) the calculation, with justifications, of the price adjustment coefficients, and c) where applicable, documents justifying disbursements made under Article 26.4 of the GC, for which it requests reimbursement. 13.1.8 The elements contained in the monthly statements are not final and are not binding on the Contracting Parties. 13.2 Monthly Installments 13.2.1 The amount of the monthly installment to be paid to the Contractor shall be determined, starting from the monthly statement, by the Employer, who shall draw up a statement for that purpose, showing: a) the amount of the installment calculated on the basis of the basic prices distinguishing the amounts to be paid in national currency and in foreign currency (s) : this amount is the difference between the amount of the monthly statement in question and that of the previous monthly statement; it shall distinguish, like monthly statements, the different elements liable to be subject to the various methods of price adjustment and, where appropriate, to the various rates of turnover tax applicable to payments made by the Employer to the Contractor, c) the effect of the price adjustment, in accordance with provisions of Articles 10.4 and 11.6 of the GC, d) where applicable, the amount of turnover tax applicable to payments made by the Employer to the Contractor, and e) the total amount of the installment to be paid, this amount being the sum of the amounts specified in subparagraphs (a), (b) and (c) above, decreased by the guarantee deduction provided for in the Contract.

GC-32

Section VII. General Conditions of the Contract

13.2.2 The Engineer shall notify the Contractor by service order of the interim statement accompanied by the statement of account on which the Contractor's project has been modified. 13.2.3 Payment of the installment shall be made to the bank accounts designated by the PC and shall be made no later than forty-five (45) days after the date on which the draft statement is delivered by the Contractor to the Engineer. If payment is not made within this period, the Engineer shall inform the Contractor in writing of the reasons for the delay. 13.2.4 The amounts in the monthly installments are not final and are not binding on the Contracting Parties except for the effect of the price adjustment referred to in paragraph 2.1 (b) of this Article where the Contractor has not made any reservations in respect thereof upon receipt of the service order referred to in paragraph 2.2 of this Article. 13.3 Final Statement 13.3.1 After the completion of the Works, the Contractor, in conjunction with the draft statement relating to the last month of their execution or in place of this draft, draws up the draft final statement establishing the total amount of sums to which he shall entitle due to the execution of the Contract as a whole, the assessments being made taking into account the services actually performed. This draft statement shall be drawn up on the basis of the base prices, such as the draft monthly statements, and shall contain the same parts as the latter, with the exception of supplies and advances, accompanied by the documents referred to in paragraph 1.7 of This Article if they have not previously been supplied. 13.3.2 The draft final statement shall be delivered to the Engineer within forty-five (45) days from the date of notification of the decision of the provisional acceptance of the Works as provided for in Article 41.3 of the GC. However, if the provisions of Article 41.5 of the GC are applied, the date of the report recording the performance of the additional services shall be substituted for the date of notification of the decision of acceptance of the Works as the starting point of the above period. In case of delay in the presentation of the draft final statement, after formal notice remains ineffective, the statement may be established systematically by the Engineer at the expense of the Contractor. This statement shall be notified to the Contractor with the general statement provided for in Article 13.4 below.

Section VII. General Conditions of the Contract

GC-33

13.3.3 The Contractor shall be bound by the indications contained in the draft final statement, except on the points on which he has previously expressed reservations and on the final amount of default interests. 13.3.4 The draft final statement by the Contractor shall be accepted or rectified by the Engineer; it then becomes the final statement. 13.4 Final General Statement, Balance 13.4.1 The Engineer shall draw up the general statement which shall include: a) The final statement defined in paragraph 3.4 of this Article, b) The balance sheet established, starting from the final statement and the last monthly statement, under the same conditions as those set out in paragraph 2.1 of this Article for monthly installments, c) The recapitulation of the monthly installments and the balance, and d) The amount of the general statement shall be equal to the result of the latter recapitulation. 13.4.2 The general statement, signed by the Project Manager, must be notified to the Contractor by service order before the later of the following two dates: a) forty-five (45) days after the date of submission of the draft final statement, b) thirty (30) days after the publication of the latest reference indexes for the revision of the balance. 13.4.3 Payment of the balance shall be made within sixty (60) days of notification of the general statement. 13.4.4 The Contractor shall, within forty-five (45) days counted from the notification of the general statement, return it to the Engineer, bearing his signature, with or without reservations, or indicate the reasons why he refuses to sign it. No subsequent reservation shall be accepted after the Contractor has returned the statement. If the signature of the general statement is given without reservation, such acceptance shall definitively bind on the Parties, except as regards the amount of default interest, this statement shall thus become the final general statement of the Contract.

GC-34

Section VII. General Conditions of the Contract

If the signature of the general statement is refused or given with reservations, the reasons for such refusal or reservations shall be set out by the Contractor in a statement of claim which specifies the amount of the sums whose payment is claimed and which provides the necessary justification by including, under penalty of foreclosure, claims previously made which have not been the subject of a final settlement. This statement of claim shall be submitted to the Engineer within the period specified in the first subparagraph of this paragraph. The dispute settlement shall then intervene in accordance with the methods indicated in Article 50 of the GC. If the reservations are partial, the Contractor is bound by his implicit acceptance of the elements of the statement on which these reservations do not apply. 13.4.5 When the Contractor has not returned to the Engineer the signed general statement within forty-five (45) day period specified in paragraph 4.4 of this Article, or in the case where he returned it within that period, he has failed to give reasons for its refusal or has not set out in detail the reasons for its reservations by specifying the amount of his claims, this general statement shall be deemed to be accepted by him; it becomes the final general statement of the Contract. 14.

Settlement of Price of Unforeseen Works

14.1 This Article refers to works whose execution is requested by the Employer to the Contractor and for which the Contract does not provide for a price. Such works may be requested by a service order in accordance with Article 5.7 of the GC and the Contractor shall be required to execute them insofar as the Amount of the Contract, on the date of its conclusion, is changed by less than ten (10) percent, subject to different provisions indicated in the PC. 14.2 New prices for the works defined in paragraph 1 above may be either unit prices or fixed prices. Unless otherwise stated, they shall be established on the same basis as the Contract prices, in particular as regards the calculation of the share to be settled in local currency and in foreign currency (s), and on the basis of economic conditions in force in the month of establishment of these prices. If there are breakdowns of flat prices or sub-details of unit prices, their elements, in particular the prices contained in the breakdowns, are used for the establishment of new prices.

Section VII. General Conditions of the Contract

GC-35

14.3 The service order referred to in paragraph 1 of this Article, or another service order released at the latest fifteen (15) days after, shall notify the Contractor of the provisional prices for the settlement of unforeseen works. These provisional prices shall be determined by the Engineer after consultation with the Contractor. They shall be accompanied with detail, if they are unit prices, or breakdown, if they are fixed prices, this breakdown not including any new unit price in the case of a fixed price for which the prescribed changes relate only to the quantities of the types of works or part of the works. The provisional prices are waiting prices which do not imply either the acceptance of the Engineer or the Contractor; they shall be applied for the drawing up of statements up to the fixing of final prices. 14.4 The Contractor is deemed to have accepted the provisional prices if, within thirty (30) days following the service order that has notified him these prices, it has not submitted comments to the Engineer by indicating, with all appropriate justifications, the prices he proposes. 14.5 When the Project Manager and the Contractor agree to set the final prices, they are subject of an amendment. 14.6 In case of continuing disagreement over sixty (60) days after the service order between the Employer and the Contractor for fixing the final price, the dispute shall be settled pursuant to the provisions of Article 50 the GC. 15.

Increase in the Volume of the Works

15.1 For the purposes of this Article and Article 16 of the GC, the “volume” of the Works means the amount of the Contracted Works, assessed on the basis of the basic prices defined in Article 13.1.1 of the GC, taking into account, where appropriate, the new, provisional or final prices established pursuant to Article 14 of the GC. The “initial volume” of the Works is the volume of the Works resulting from the forecasts of the Contract, that is to say the initial Contract possibly modified or supplemented by the amendments thereto. 15.2 Subject to the application of provisions of paragraph 4 of this Article, the Contractor shall be obliged to complete the works covered by the Contract, irrespective of the size of the increase in volume of the Works which may be the result of technical constraints or insufficiency of the quantities provided for in the Contract. 15.3 If the increase in the volume of the Works is greater than twenty-five (25) percent of the initial volume, the Contractor

GC-36

Section VII. General Conditions of the Contract

shall be entitled to compensation in the end for any harm he may have suffered as a result of this increase beyond the maximum increase of twenty-five (25) percent. 15.4 When the volume of the Works performed reaches the initial volume, the Contractor shall cease the Works if he has not received a service order notifying him of the decision to continue the Works taken by the Project Manager. The decision to continue shall be valid only if it indicates the maximum amount up to which the Works may be continued, the possible overrun of this maximum amount giving rise to the same procedure and having the same consequences as those defined hereafter, after the initial volume has been overrun. The Contractor shall notify the Engineer at least thirty (30) days in advance of the probable date on which the volume of the Works will reach the initial volume. The order to continue the Works beyond the initial volume, if given, shall be notified at least ten (10) days before that date. In the absence of any order to continue, the Works which are executed beyond the initial volume are not paid and the protective measures to be taken, decided by the Engineer, are to be borne by the Employer unless the Contractor has not sent the notice provided for hereabove. 15.5. Within fifteen (15) days following of any service order resulting in a change in the volume of the Works, the Engineer shall notify the Contractor of the provisional estimate of the change. 16.

Decrease in the Volume of the Works

16.1 If the decrease of the volume of the Works is greater than twenty-five (25) percent of the initial volume, the Contractor shall be entitled to compensation in the end for any harm that he may have suffered as a result of such decrease beyond the maximum decrease of twenty-five (25) per cent.

17.

Change in the Importance of the Various Types of Works

17.1 In the case of items of Works settled on unit prices, where as a result of service orders or circumstances not caused by the Contractor, the importance of some types of Works is modified in such a way that the quantities executed differ by more than thirty (30) percent added, or by more than twenty-five (25) percent subtracted from the quantities entered in the Bill of Quantities of the Contract, the Contractor shall be entitled to compensation in the end, be compensated for the possible harm caused by these changes. The compensation to be granted, if any, shall be calculated on the basis of the difference between the quantities actually executed and the quantities planned increased by thirty (30) percent or decreased by twenty-five (25) percent.

Section VII. General Conditions of the Contract

GC-37

The foregoing provisions shall not apply to the types of Works in respect of which the amounts of the Works which are shown in the Bill of Quantities of the Contract and in the final statement of Works are both lower than five (5) percent of the amount of the Contract. Unless otherwise stipulated by the PC, the Contractor shall not be entitled to any compensation for the performance of types of works whose unit prices are included in the Price Schedule but for which the Bill of Quantities does not explicitly include quantities, except if the total amount of the Works performed to which these prices apply exceeds five (5) percent of the Contract amount. 17.2 In the case of items of Works settled on fixed prices, when changes are ordered by the Engineer in the consistency of the Works, the new price fixed according to the methods provided for in Article 14 of the GC takes account of any additional costs incurred by the Contractor as a result of such changes, excluding any harm compensated, if any, under the provisions of Article 15.3 or Article 16 of the GC. 18.

Loss and Damage - Force majeure

18.1 No compensation shall be awarded to the Contractor for loss or damage caused by his negligence, improvidence, lack of means or mishandling. 18.2. The Contractor shall take, at its own expense and risk, the necessary arrangements to ensure that the supplies, equipment and facilities of the site and the Works under construction can not be removed or damaged by storms, floods, swells and other natural phenomena which are normally foreseeable in the circumstances in which the Works are performed. 18.3 For the purposes of this Contract, "Force Majeure" means any unforeseeable, irresistible act or event beyond the control of the Parties which makes the performance of the Contract practically impossible, such as natural disasters, fires, explosions, war, insurrection, mobilization, general strikes, earthquakes, but not acts or events which would only make the performance of an obligation more difficult or more onerous for its debtor. The PC shall define, as necessary, the threshold for weather and other natural phenomena which are deemed to constitute an event of force majeure under this Contract. In the event of the occurrence of an event of force majeure, the Contractor shall be entitled to compensation for the harm suffered and to a reasonable increase of the implementation period, provided that no compensation may nevertheless be granted to the Contractor for total or partial loss of its floating

GC-38

Section VII. General Conditions of the Contract

material, insurance costs of this equipment being deemed included in the prices of the Contract. The Contractor who invokes the case of force majeure shall, immediately after the occurrence of a case of force majeure, and within a maximum period of fourteen (14) days, notify the Employer by registered letter or by any other available means establishing the constituent elements of force majeure and its probable consequences on the performance of the Contract. In all cases, the Contractor shall take all necessary measures to ensure, as soon as possible, the normal resumption of the performance of the obligations affected by force majeure. If, as a result of force majeure, the Contractor is unable to perform the services as provided for in the Contract for a period of thirty (30) days, the Contractor shall promptly examine with the Employer the Contractual implications for those events on the execution of the Contract and in particular on the respective prices, periods and obligations of each Party. When a situation of force majeure has existed for a period of at least sixty (60) days, each party shall have the right to terminate the Contract by written notice to the other party.

C. 19.

Setting and Extension of Deadlines

Periods

19.1 Completion Periods 19.1.1 The completion period of the Works set out by the Contract shall apply to the completion of all the Contractor's scheduled Works including, except as otherwise provided in the Contract and within the limits provided for in Article 41.9 of the GC, the removal of the site facilities and the reclamation of the land and premises. This period takes account in particular of all the subjection, if any, resulting from the Works realized by SubContractors and / or by any other companies on the Site. Subject to any contrary provision of the PC, such period shall begin to run from the date of entry into force of the Contract, which shall also constitute a service order for the commencement of the Works, and shall include the mobilization period defined in Article 28.1 of the GC. 19.1.2 The provisions of paragraph 1.1 of this Article shall apply to the time periods, distinct from the completion period of all the Works, which may be set out by the Contract for the execution of some phases of Works, parts of Works, parts of structures or service packages.

Section VII. General Conditions of the Contract

GC-39

19.2 Extension of Completion Periods 19.2.1 Where a change in the volume of Works or a change in the importance of some types of Works, a substitution of initially scheduled Works for different Works, encountering unforeseen difficulties during work, an adjournment of Works decided by the Project Manager or a delay in the execution of preliminary operations which are to be borne by the Employer or prior Works which are the subject of another Contract, justifies either an extension of the completion period or the postponement of the commencement of the Works, the extent of the extension or postponement shall be discussed by the Engineer with the Contractor, and then shall be subject to the approval of the Project Manager, and the decision of the latter shall be notified to the Contractor by service order. 19.2.2

In the event of bad weather exceeding the threshold set by the PC, resulting in a work stoppage on the sites, the completion period of the Works is extended. Such extension shall be notified to the Contractor by a service order stating the duration thereof, which shall be equal to the actual number of days during which the work was stopped as a result of bad weather, in accordance with the said provisions, by deducting, if any, the number of days of bad weather foreseen in the PC.

19.2.3 Except as provided in paragraphs 2.1 and 2.2 of this Article, the Contractor shall only be entitled to an extension of the completion period in the following cases: a) implementation of provisions of Article 18 of the GC, b) failure by the Employer to comply with his own obligations, or c) conclusion of an amendment. 19.2.4

20.

Penalties, premiums and deductions

When the extension of the completion period notified to the Contractor by service order has exceeded a period set in the PC, the latter will have the right, within fifteen (15) days following the notification of the service order resulting in an overrun of this period, to obtain the termination of the Contract.

20.1 In the event of a delay in the completion of the Works, a daily penalty, set by the PC, shall be applied equal to a certain number of thousandths of the total amount of the Contract. This amount is the result of the Contract forecasts, that is to say the initial Contract, which may be modified or supplemented by

GC-40

Section VII. General Conditions of the Contract

the amendments thereto, it shall be assessed on the basis of the basic prices defined in Article 13.1.1 of the GC. The penalties are incurred because the delay observed by the Engineer, and the Employer may, without prejudice to any other method of recovery, deduct the amount of these penalties from all sums owed to the Contractor. The payment of such penalties by the Contractor, representing a flat-rate assessment of damages and interests due to the Employer in respect of the delay in the execution of the Works, does not in any way relieve the Contractor of all his other obligations and responsibilities under the Contract. In the event of termination, penalties shall be applied up to and including the day of notification of the decision of termination or until the day on which the Contractor's business is terminated if the termination results from one of the cases provided for in Article 47 of the the GC. The provisions of the two preceding subparagraphs shall apply to the penalties, if any, provided for by the PC for the case of delays in the completion of some works, parts of works or service packages subject to particular deadlines or deadlines set out in the Contract. 20.2 If the PC provides advance payment premiums, they shall be awarded without the Contractor being required to claim them at the rate and up to the ceiling price set by the PC. 20.3 Days of weekly rest as well as holidays or non-working days are not deducted for the calculation of penalties and premiums. 20.4 Unless otherwise provided by the PC, the amount of penalties and, where applicable, premiums, is limited to ten (10) % of the Contract Amount. When the penalty ceiling is reached, the Employer is entitled to terminate the Contract without prior notice.

D.

Execution of the Works

21.

Origin of Supplies, Equipment, Materials and Products

21.1 The Contractor shall have free choice as to the source of the construction materials or components and the transportation method of the various items, their insurance and the related banking services, provided that they can prove that they satisfy conditions set by the Contract. All materials, supplies and services covered by this Contract and financed by the Bank may come from any eligible country of origin.

22.

Places of Extraction or

22.1 When the Contract sets the place of extraction or borrowing of the materials, and that during the Works the deposits prove to be insufficient in quality or quantity, the Contractor shall notify

Section VII. General Conditions of the Contract

Borrowing of Materials

GC-41

the Engineer in a timely manner thereof; the latter shall then designate, on a possible proposal from the Contractor, new places of extraction or borrowing. Substitution may give rise to the application of a new price established in accordance with the provisions of Article 14 of the GC. 22.2 If the Contract provides that places of extraction or borrowing are made available to the Contractor by the Employer, occupancy allowances and, where applicable, fees of any kind are at the expense of the Employer. The Contractor shall not, without written authorization of the Engineer, use for the purposes of works which are not part of the Contract the materials which he has extracted from such places of extraction or borrowing. 22.3 Except as provided in paragraph 2 of this Article, the Contractor shall be obliged to obtain, as necessary, the necessary administrative authorizations for extraction and borrowing of materials. Occupancy allowances or fees of any kind possibly payable for those extractions or borrowings are at the expense of the Contractor. However, the Employer and the Engineer shall assist the Contractor if requested by the Contractor to facilitate the timely obtainment of any necessary administrative authorizations for extraction and borrowing of materials by the Contractor. 22.4 The Contractor shall in all cases bear the operating costs of the places of extraction or borrowing and, where applicable, the opening costs. He also bears, without recourse against the Employer, cost of the damage caused by the extraction of materials, the establishment of resource roads and, in general, the necessary development works for the start of operations, operations of places of extraction and borrowing, and their reclamation. He guarantees the Employer in case the repair of such damages would be charged to the Employer.

23.

Quality of Materials and Products Application of Standards

23.1 Construction materials and components shall comply with the provisions of the Contract, the requirements of internationally recognized standards and comply with the regulations in force. The applicable standards are those in force on the first day of the month in which bids are submitted. Any derogation from the standards, if they do not expressly result from technical documents of the Contract, are indicated or recapitulated as such in the first Article of the PC, in the same way as the derogations from the present provisions of the GC. 23.2 The Contractor may not use construction materials, products or components of a quality different from that set by the Contract unless given the authorization in writing by the Engineer. The corresponding prices shall be modified only if the authorization

GC-42

Section VII. General Conditions of the Contract

granted indicates that the substitution gives rise to the application of new prices and whether the increase or reduction resulting from these new prices has been accepted by the competent authorities. These prices shall be established in accordance with the provisions of Article 14 of the GC, the Engineer having to notify the provisional prices by service order within fifteen (15) days following the given authorization. 24.

24.1 The construction materials, components and products shall be Qualitative subject to tests and trials, in accordance with the provisions of Verification of the Contract, for qualitative verification, in accordance with the Materials and requirements of the international standards certified and in Products - Tests accordance with the regulations in force; the provisions of and Trials Article 23 of the GC concerning the definition of the applicable standards and the possible derogations from these standards are to be retained for this Article. In the absence of an indication in the Contract or in the standards of the operating procedures to be used, these shall be the subject of proposals by the Contractor submitted to the Engineer for acceptance. 24.2 The Contractor shall store the construction materials, products and components in such a manner as to facilitate the planned verifications. He shall take all appropriate measures to ensure that materials, products and components can be readily distinguished according to whether they are pending verification, accepted or refused; materials, products and components shall be promptly removed from the Site, the provisions of Article 37 of the GC being applied where appropriate. 24.3 Verifications shall be carried out in accordance with the provisions of the Contract or, failing that, according to the decisions of the Engineer, either on the Site or in the factories, stores or pits of the Contractor and SubContractors or suppliers. They shall be carried out by the Engineer or, if the Contract provides it, by a laboratory or inspection body. In the event that the Engineer or his officer personally carries out the tests, the Contractor shall make available the necessary equipment and shall also provide assistance, labor, electricity, fuel, warehouses and apparatus and instruments that are normally required to examine, measure and test all materials and equipment. However, the Contractor shall not be responsible for any remuneration paid to the Engineer or his officer. Verifications carried out by a laboratory or inspection body shall be carried out on the initative of and at the expense of the Contractor. The latter shall address to the Engineer the

Section VII. General Conditions of the Contract

GC-43

certificates recording the results of the verifications made. On the basis of these certificates, the Engineer shall decide whether or not the materials, products or construction components may be used. In all cases, the Contractor, the supplier or the SubContractor shall allow access to his premises to the Engineer or to the inspection body so that they can carry out all verifications in accordance with the provisions of the Contract . 24.4 The Contractor shall agree with the Engineer on the dates and places of execution of the inspection and testing of materials and equipment in accordance with the provisions of the Contract. The Engineer shall notify the Contractor at least twenty-four (24) hours in advance of his intention to carry out the inspection or to attend the tests; if the Engineer is not present on the agreed date, the Contractor may, subject to the contrary instructions of the Engineer, carry out the tests, which shall be deemed to have been performed in the presence of the Engineer. The Contractor shall immediately forward to the Engineer duly certified copies of the test results. If the Engineer has not attended the tests, the results of the tests are presumed to have been approved by him. 24.5 The Contractor shall provide at his own expense all samples necessary for the verifications. The Contractor shall, where appropriate, equip the materials used with devices allowing to collect the materials at the various stages of the production of the products manufactured. 24.6 If the results of verifications provided for in the Contract or by standards for the supply of a category of construction materials, products or components do not allow acceptance of this supply, the Engineer may, in agreement with the Contractor, perform additional verifications in order to possibly accept all or part of the supply, with or without price reduction; the expenses corresponding to these last verifications shall be borne by the Contractor. 24.7 The following shall not be borne by the Contractor: a) tests and trials carried out or arranged by the Engineer which are not provided for in the Contract or by the standards, or b) any verification possibly required by the Engineer on construction materials, products or components bearing a stamp mentioned in the Contract or having been the subject of offical authorisation, to ensure compliance

GC-44

Section VII. General Conditions of the Contract

with the qualities inherent in the brand or required for authorisation. 24.8 The Contractor shall not be responsible for any travel and subsistence expenses incurred by the Project Manager, the Engineer or their officers for the verifications. 25.

Quantitative Verification of Materials and Products

25.1 The determination of the quantities of materials and products shall be carried out in the presence of all parties. In the case of materials and products which are the subject of transport documents (such as bills of lading, etc.), the particulars of the mass carried on them or their appendices are presumed to be accurate; however, the Engineer shall always have the right to carry out, for each delivery, a verification on a scale in the presence of all parties. The costs of this verification are : a) to be borne by the Contractor if the weighing reveals that, to the detriment of the Employer, there is a difference in mass greater than the normal allowance rate; b) to be borne by the Employer otherwise. 25.2 If it is established that the transport of construction materials, products or components is carried out in overloaded road vehicles, the expenditure relating to such transport shall not be taken into account in the Regulation of the Contract. Where such expenditure is not governed by a separate regulation, the prices of works which include the remuneration for such transport shall be subject to a reduction fixed by service order, by referring, if any, to the details of unit prices and breakdowns of flat prices.

26.

26.1 When the Contract provides for the supply by the Employer of Taking-Over, some construction materials, products or components, the Handling and Contractor, notified in a timely manner, shall take them over Conservation by upon arrival on the Site. the Contractor of Materials and 26.2 If the taking-over takes place in the presence of a representative Products of the Employer, it shall be the subject of a report in the supplied by the presence of all parties on the quantities taken over. Employer under the Contract 26.3 If the taking-over takes place in the absence of the Employer, the quantities taken over by the Contractor shall be deemed to be those for which he gave a written discharge to the carrier or supplier who performed the delivery. In such a case, the Contractor shall ensure that, taking into account the particulars of the transport documents or the notice of delivery brought to his knowledge, there is no omission,

Section VII. General Conditions of the Contract

GC-45

error, damage or defect normally detectable. If he finds any omission, error, damage or defect, he shall make the usual reservations with respect to the carrier or the supplier and immediately inform the Engineer. 26.4 Whatever the mode of transport and delivery of the materials, products or components, and even in the case of pick-up from inventories, the Contractor shall be obliged to carry out the necessary unloading, disembarkation, handling, reloading and transport, up to and including the storage or use of materials, products or components, possibly under the conditions and deadlines stipulated in the PC. The Contractor shall pay all rental, demurrage or time-out fees, any charges for exceeding unloading tariffs and, in general, any penalties and charges as set forth in the regulations, certified tariffs or Contracts but shall retain such costs and penalties only to the extent that the delay is caused by him. 26.5 If the Contract stipulates that the qualitative or quantitative conservation of some materials, products or components requires their storage, the Contractor shall be required to construct or procure the necessary stores, even outside the Site, under the conditions and within the territorial limits possibly stipulated in the PC. He shall bear the cost of storage, handling, securing, conservation and transportation between stores and the Site. 26.6 In all cases, the Contractor shall have custody of the materials, products and components from the time they are taken over. He assumes the legal responsibility of the depositary, taking into account any special conditions of conservation imposed by the Contract. 26.7 The Contractor may not be responsible for the receipt, in whole or in part, of materials, products or components supplied by the Employer unless the Contract specifies: a) the content of the corresponding warrant, b) the nature, provenance and characteristics of those materials, products or components, c) the verifications to be carried out, and d) the means of inspection to be employed, which shall be made available to the Contractor by the Engineer. 26.8 In the absence of any particular provisions of the Contract, the cost of the services provided for in this Article shall be deemed to be included in the prices. Unless otherwise specified by the PC, the Employer remains liable for defects in materials,

GC-46

Section VII. General Conditions of the Contract

products and components provided by him, except in respect of apparent defects which the Contractor fails to report by notifying the Engineer promptly. 27.

Layout of Works

27.1 General Layout Plan of the Works The general layout plan is an oriented plan that specifies the position of the structures, in planimetry and altimetry, in relation to fixed marks. This plan shall be notified to the Contractor by service order within fifteen (15) days following the entry into force of the Contract or if the service order to start the Works is subsequent to that date, at the latest at the same time as this order. 27.2 Liability of the Contractor The Contractor is responsible for: a) the exact layout of the works in relation to the reference marks, lines and levels provided by the Engineer, b) the accuracy of the positioning, leveling, sizing and alignment of all parts of the works, and c) the supply of all necessary instruments and accessories and labor in connection with the tasks listed above. 27.3 If at any time during the execution of the Works an error occurs in the positioning, leveling, sizing or alignment of any part of the works, the Contractor shall, if the Engineer requests it, correct this error at his own expense and to the satisfaction of the Engineer, unless the error is based on incorrect data provided by the Engineer, in which case the cost of the correction shall be the borne by of the Employer. 27.4 Verification of any tracing or alignment or leveling by the Engineer shall in no way relieve the Contractor of his responsibility for the accuracy of these operations; the Contractor shall protect and keep carefully all markers, fixed light marker, stakes and other marks used during the layout of the works.

28.

Preparation of Works

28.1 Mobilization Period The mobilization period shall be the period running from the entry into force of the Contract and during which, prior to the actual execution of the Works, the Employer and the Contractor shall take some preparatory measures and establish some documents necessary for the execution of the Works; this period whose duration is fixed in the PC, is included in the completion period.

Section VII. General Conditions of the Contract

GC-47

28.2 Implementation Schedule Within the period stipulated in the PC, the Contractor shall submit to the Project Manager for approval the up-to-date implementation schedule of the Works, which shall be compatible with the proper performance of the Contract, by taking into account, where appropriate, the presence of SubContractors or other companies on the Site. The Contractor shall also be required, upon request of the Engineer, to confirm in writing the general description of the provisions and methods which he proposes to adopt for the execution of the Works. If at any time it appears to the Engineer that the progress of the Works does not correspond to the approved implementation schedule, the Contractor shall, at the request of the Engineer, provide a revised schedule mentioning the necessary changes to ensure the completion of the Works within the completion period. The implementation schedule of the Works shall specify, in particular, the materials and methods to be used and the timetable for the execution of the Works. The draft document of the Site facilities and temporary Works is annexed to this schedule. The corresponding schedule shall distinguish the materials and equipment to be imported temporarily and exclusively for the purpose of execution of the Works. The implementation schedule of the Works is subject to the visa of the Engineer at least fifteen (15) days before the expiry of the mobilization period. This visa does not in any way relieve the Contractor of his responsibility to execute the Works on time and in accordance with a schedule compatible with the proper performance of the Contract. In addition, unless otherwise stipulated in the Contract, the absence of a visa shall not prevent the execution of the Works. 28.3 Safety and Health Plan If provided by the PC, the measures and provisions listed in Article 31.4 of the GC are subject to a safety and health plan. The provisions of the second and third subparagraphs of paragraph 2 of this Article shall then apply to that plan. 29.

Construction Drawings Calculation Notes - Detailed Studies

29.1 Documents Provided by the Contractor 29.1.1 Except as otherwise provided in the Contract, the Contractor shall draw up, on the basis of the Contractual documents, the documents required for the execution of the works, such as construction drawings, calculation notes and detailed studies. To this end, the Contractor shall

GC-48

Section VII. General Conditions of the Contract

make all necessary records on site and shall be liable for the consequences of any measurement error. He shall, as the case may be, establish, verify or supplement the calculations, in particular as regards the stability and resistance of the Works. If he acknowledges an error, omission or contradiction in the Contractual documents or other basic documents provided by the Engineer, he shall immediately notify the Engineer in writing. 29.1.2 The construction drawings shall be rated with the greatest care and clearly distinguish the various types of work and the qualities of the materials to be used. They shall fully define, in conformity with the technical specifications appearing on the Contract, the shapes of structures, the type of facings, the shapes of parts in all the elements and assemblies, frames and their layout. 29.1.3 Drawings, calculation notes, detailed studies and other documents drawn up by or at the initiative of the Contractor are subject to the approval of the Engineer, who may also request the presentation of the quantity takeoffs. However, if the Contract provides it, all or part of the documents listed hereabove are subject only to the Engineer 's visa. 29.1.4 The Contractor may begin the execution of a work only after having received the approval or visa of the Engineer on the documents necessary for this execution. These documents are provided under the conditions set out in Article 4.4.2 of the GC, unless otherwise specified in the Technical Specifications. 29.1.5 If the Contract provides that the Employer or the Engineer shall provide the Contractor with documents necessary for the execution of the Works, the Contractor shall not be liable for the contents of these documents. However, the Contractor has an obligation to verify, before execution, that these documents do not contain errors, omissions or contradictions that are normally detectable by a person skilled in the art; if he finds errors, omissions or contradictions, he shall immediately report them to the Engineer in writing. 30.

Changes made to Technical Provisions

30.1 The Contractor shall not, by himself, make any changes to the technical provisions of the Contract. On the order of the Engineer's service order and within the deadline set by this order, he is obliged to rebuild, at his own expense, Works that do not comply with the Contractual provisions. However, the Engineer may accept the changes made by the Contractor and the following provisions are then applied for the settlement of the accounts :

Section VII. General Conditions of the Contract

GC-49

a) If the dimensions or characteristics of the Works are greater than those provided for in the Contract, the measurements shall remain based on the dimensions and characteristics prescribed by the Contract and the Contractor shall not be entitled to any price increase, and b) If they are lower, the measurements shall be based on the observed dimensions of the Works and the prices shall be determined again in accordance with the provisions of Article 14 of the GC. 31.

Installation, Organization, Health and Safety of Construction Sites

31.1 Installation of Construction Sites of the Company 31.1.1 The Contractor shall, at its own expense and risk, obtain the land he may need for the installation of his construction sites to the extent that those made available by the Employer to the Contractor and included on the Site are not sufficient. 31.1.2 Except as otherwise provided in the Contract, the Contractor shall bear all costs relating to the establishment and maintenance of site facilities, including service and resource roads that are not open to public traffic. 31.1.3 When construction sites are easy to access by water, particularly in the case of dredging, containment or block Works, the Contractor shall, unless otherwise provided for in the Contract, to put an armed watercraft at the disposal of the Engineer and its officers free of charge, whenever the latter requests it. 31.1.4 The Contractor shall cause to be affixed to the construction sites and workshops a notice indicating the Employer on whose behalf the Works are being performed, the name, position and address of the Engineer and other information required by labor legislation of the Employer’s country. 31.1.5 All equipment of the Contractor and its SubContractors, all provisional Works and materials provided by the Contractor and its SubContractors shall be deemed, once on the Site, to be exclusively for the execution of the Works and the Contractor shall not remove them in whole or in part, except for the purpose of moving them from one part of the Site to another without the agreement of the Project Manager. It is understood that this agreement is not necessary for vehicles intended to transport the Contractor's personnel, labor and equipment, supplies or materials to or from the Site. 31.2 Place of Disposal for Excess Excavated Material

GC-50

Section VII. General Conditions of the Contract

The Contractor shall, at his own expense and risk, obtain the land he may need as a place of disposal for the excess excavated material, in addition to the sites that the Engineer may put at his disposal as final or temporary places of disposal. He shall submit the choice of these lands to the prior agreement of the Engineer, who may refuse the authorization or make it subject to special provisions to be taken, in particular for the development of the places of disposal to be constituted therein, if grounds of general interest such as the protection of the Environment justify it. 31.3 Administrative Authorizations The Employer shall be responsible for issuing to the Contractor all administrative authorizations, such as authorizations for temporary occupancy of public or private property, road permits, building permits necessary for the execution of the Works object of the Contract. The Employer and the Engineer shall assist the Contractor, if requested by the Contractor, to facilitate the timely obtainment of the other administrative authorizations he may need, in particular for the purpose of importing and then re-exporting in a timely manner, where appropriate under a customs and fiscal suspensive procedure, all material and equipment exclusively intended for the execution of the Works and to dispose of the sites necessary for the disposal of the excavated material. 31.4 Health and Safety of Construction Sites 31.4.1 The Contractor shall take all reasonable order and safety measures to avoid accidents, both with regard to personnel and to third parties. He shall observe all regulations and instructions of the competent authority. He shall ensure in particular the lighting and the guarding of his construction sites, as well as their signaling both inside and outside. He shall also ensure, as necessary, the closure of his sites. He shall take all necessary precautions to prevent the Works from causing danger to third parties, in particular for public traffic, if this traffic has not been diverted. Hazardous crossing points, along and through transport routes, shall be protected by temporary guardrails or other suitable means; they shall be lit and, if necessary, guarded. The Contractor shall designate an accident prevention officer on the Site who will be responsible for safety and accident protection. This person shall be qualified in the matter and shall have sufficient authority to give instructions and to take protective measures necessary for the prevention of accidents. During the whole period of the

Section VII. General Conditions of the Contract

GC-51

Works, the Contractor undertakes to make available to that officer all means necessary for the performance of his duties. The Contractor shall provide the Engineer with details of the accident occurred as soon as possible. The Contractor shall maintain a record and prepare reports on health, safety and welfare of persons and material damage suffered as required by the Engineer. 31.4.2 The Contractor shall take the necessary steps to ensure the hygiene of the site facilities for the personnel, in particular by the establishment of road network, the supply of drinking water and the sanitation, if the importance of the construction sites justifies it. 31.4.3 Except as otherwise provided in the Contract, all measures of order, safety and health prescribed above shall be borne by the Contractor. 31.4.4 In the event of non-compliance by the Contractor with the foregoing provisions and without prejudice to the powers of the competent authorities, the Engineer may take the necessary measures at the expense of the Contractor after the formal notice has remained ineffective. In case of emergency or danger, these measures can be taken without prior notice. The intervention of competent authorities or the Engineer does not release the Contractor from his responsibility. 31.5 Signage of Construction Sites in respect of Public Traffic When the Works concern public traffic, signage for the use of the public shall comply with the relevant regulatory instructions; it shall be carried out under the supervision of the competent authorities by the Contractor, the latter being responsible for the supply and installation of signs and signaling devices, unless otherwise provided in the Contract and without prejudice to the application of paragraph 4.4 of this Article. If the Contract foresees a deviation of traffic, the Contractor shall be responsible, under the same conditions, for the signage at the ends of sections where traffic is interrupted and for the signage of deviated routes. Traffic police in the vicinity of construction sites or at the ends of sections where traffic is interrupted and along deviated routes is the responsibility of the competent authorities. The Contractor shall notify the competent authorities in writing, at least eight (8) working days in advance, of the date of commencement of the Works, stating, where appropriate,

GC-52

Section VII. General Conditions of the Contract

the mobile character of the construction site. The Contractor shall, in the same manner and within the deadline, inform the competent authorities of the removal or movement of the site. 31.6 Maintaining Communications and Water Runoff 31.6.1 The Contractor shall execute the Works in such a manner as to maintain, in suitable conditions, communications of all kinds passing through the Works Site, in particular those involving the movement of persons and water runoff, subject to clarification data, where appropriate, by the PC on conditions under which restrictions may be placed on such communications and on water runoff. 31.6.2 In the event of non-compliance by the Contractor with the foregoing provisions and without prejudice to the powers of the competent authorities, the Engineer may take the necessary measures at the expense of the Contractor after the formal notice has remained ineffective. In case of emergency or danger, these measures can be taken without prior notice. 31.7 Special Concerns for Works Performed Near Inhabited, Frequented or Protected Areas Without prejudice to the application of the laws and regulations in force, when the Works are executed near inhabited or frequented areas or deserving of protection for the protection of the environment, the Contractor shall take at his own expense and risk the provisions necessary to reduce, to the maximum extent possible, the inconvenience to users and neighbors, in particular those which may be caused by access difficulties, noise, vibration, smoke and dust. 31.8 Special Concerns for Works Performed Near Cables or Telecommunication Underground Structures Where, during the execution of the Works, the Contractor encounters marks indicating the route of cables, pipes or underground works, he shall keep these markers in place or reinstate them if the execution of the Works has required their momentary relocation. These operations require the prior approval of the Engineer. The Contractor shall be responsible for the retention, relocation and reinstatement, as appropriate, of the cables, piping and works specified by the Employer in the Contract and shall bear the costs thereof. When the presence of cables, piping or premises has not been mentioned in the Contract but is signalised by markers or indicators, the Contractor has a general duty of diligence and obligations similar to those set

Section VII. General Conditions of the Contract

GC-53

out here above with respect to retention, relocation and reinstatement. In this case, the Employer shall compensate the Contractor for the cost of such works, insofar as those works are necessary for the performance of the Contract. 31.9 Demolition of Constructions 31.9.1 The Contractor may demolish the constructions located in the rights-of-way of the construction sites and on the land made available by the Employer only after having made a request to the Engineer fifteen (15) days in advance, the failure to reply within this time period being understood as authorization. 31.9.2 Except as otherwise provided in the Contract, the Contractor shall not be liable for any special precautions for the filing or removal of materials and products from demolition or dismantling Their re-employment. Except as otherwise provided in the Contract, the Contractor shall not be under any special precaution for the disposal of materials and products from demolition or dismantling, nor shall any sorting obligation be required for re-use. 31.10 Use of Explosives 31.10.1 Subject to any restrictions or prohibitions contained in the Contract, the Contractor shall take all necessary precautions to ensure that the use of explosives is safe for personnel and third parties and does not cause any damage to neighboring properties and works as well as works covered by the Contract. 31.10.2 Throughout the duration of the Works, and in particular after the blasting, the Contractor shall, without being relieved of the responsibility provided for in paragraph 10.1 of this Article, frequently visit the slopes of the excavated material and the higher terrain to make fall the parts of rocks or others which may have been shaken directly or indirectly by the blasting. 32.

Explosive Devices of War

32.1 If the Contract indicates that the Works Site may contain unexploded ordnance, the Contractor shall apply the special measures of prospecting and security established by the competent authority. In any event, if a war device is discovered or spotted, the Contractor shall: a) suspend work in the vicinity and prohibit any traffic by means of fences, signs, tags, etc., b) immediately inform the Engineer and the authority responsible for carrying out the removal of unexploded ordnance, and

GC-54

Section VII. General Conditions of the Contract

c) restart work only after having received the authorization by service order. 32.2 In the event of an accidental explosion of a war device, the Contractor shall immediately inform the Engineer and the competent administrative authorities and take the measures set out in subparagraphs (a) and (c) of paragraph 1 of this Article. 32.3

33.

Materials, Objects and Remains found on Construction Sites

The Contractor shall not be responsible for the justified expenses incurred by the provisions of this Article.

33.1 The Contractor shall have no claim to any materials or objects of any kind found on construction sites in the course of the work, including excavations or demolitions, but he shall be entitled to compensation if the Engineer requests the Contractor to extract them or retain them with special care. 33.2 When the Works uncover objects or remains of an artistic, archaeological or historical nature, the Contractor shall notify the Engineer and make any declaration required by the regulations in force. Without prejudice to laws or regulations in force, the Contractor shall not move these objects or remains without authorization of the Project Manager. He shall place in safe custody those which have been accidentally detached from the ground. 33.3 Without prejudice to the regulations in force, when the Works expose human remains, the Contractor shall immediately inform the competent authority in whose territory the discovery was made and report it to the Engineer. 33.4 In the cases provided for in paragraphs 2 and 3 of this Article, the Contractor shall be entitled to be compensated for the justified expenses incurred as a result of such discoveries.

34.

Damages to Public Roads

34.1 The Contractor shall use all reasonable means to ensure that roads or bridges communicating with or on routes leading to the Site are not damaged or deteriorated by the vehicles or gear of the Contractor or any of his SubContractors; in particular, he shall select appropriate routes and vehicles and limit and distribute loads in such a way that any exceptional traffic resulting from the relocation of equipment, supplies, and materials of the Contractor and his SubContractors to or from the Site is as limited as possible, and that such routes and bridges do not suffer any unnecessary damage or deterioration. 34.2 Except as otherwise provided in the Contract, the Contractor shall be responsible and shall carry out at his own expense any reinforcement of the bridges or modification or improvement of the roads communicating with or on the routes leading to the Site which would facilitate the transport of equipment,

Section VII. General Conditions of the Contract

GC-55

supplies, and materials of the Contractor and his SubContractors, and the Contractor shall compensate the Employer against any claims arising out of any damage caused to such roads or bridges by such transport, including claims directly addressed to the Employer. 34.3 In all cases, if such transport or traffic is carried out in violation of the requirements of the Highway Code or decrees or decisions taken by the competent authorities concerning the conservation of public roads, the Contractor shall bear the contributions or repairs alone. 35.

Various Damage Caused by the Execution of Works or Execution Methods

35.1 The Contractor shall be personally liable to the Employer for damage to persons and property caused by the execution of the Works or the methods in which they are to be executed, unless the Contractor establishes that such execution or methods necessarily result from the provisions of the Contract or from service order requirements, or unless the Employer, sued by the third party who has suffered such damages, has been convicted without having called the Contractor as security for the court seized. The provisions of this Article shall not preclude the application of the provisions of Article 34 of the GC..

36.

Reserved

36.1 Reserved

37.

Removal of Equipment and Materials not in use

37.1 As the Works proceed, the Contractor shall proceed with the clearing, cleaning and reclamation of the sites made available to him by the Employer for the execution of the Works. He shall take all necessary measures to avoid unnecessary clutter of the Site and, in particular, to remove any equipment, supplies, and materials that are no longer needed. 37.2 In the absence of fulfillment of all or part of these requirements, after the service order remains ineffective and formal notice by the Project Manager, equipment, materials, premises, rubble and waste not removed may, at the expiration of a period of thirty (30) days after the formal notice, be transported ex officio, according to their nature, either to deposit or garbage dump to the Contractor's cost and risk, or be sold by public auction . 37.3 The measures defined in paragraph 2 of this Article shall be applied without prejudice to the particular penalties which may have been stipulated in the Contract against the Contractor.

38.

Testing and Inspection of the Works

38.1 Testing and inspection of the Works, as defined in the Contract, shall be borne by the Contractor. If the Engineer specifies, for the Works, other tests or controls, they are the responsibility of the Employer.

GC-56

39.

Section VII. General Conditions of the Contract

Defects in Construction

39.1 When the Engineer assumes that there is a construction defect in a Work, he may, until the expiration of the defect liability period, prescribe measures by service order that will enable the defect to be detected. These measures may include, where appropriate, partial or total demolition of the Work. The Engineer may also execute these measures himself or have them executed by a third party, but the operations shall be carried out in the presence of the Contractor duly convened. 39.2 If a construction defect is found, the expenses corresponding to the reinstatement of the entirety of the Work or its conformity with the rules of the art and the stipulations of the Contract, as well as the expenses resulting from the possible operations which have identified the defect, shall be borne by the Contractor without prejudice to the compensation the Employer may then claim.

40.

Documents Provided after Execution

40.1 Unless otherwise provided in the Contract, and independently of the documents required to be provided by the Contractor prior to or during the execution of the Works pursuant to Article 29.1 of the GC, the Contractor shall provide the Engineer with three (3) copies, including one on layer : a)

at the latest when requesting the acceptance : the operating and maintenance instructions for the Works drawn up in accordance with the requirements and recommendations of the international standards in force and in compliance with the applicable regulations; an

b) within sixty (60) days following the acceptance : drawings and other documents in conformity with the execution, folded in A4 standard format.

E. 41.

Provisional Acceptance

Acceptance and Guarantees

41.1 The purpose of the provisional acceptance is to check the conformity of the Works with all the obligations of the Contract and, in particular, with the Technical Specifications. If provided by the PC, the acceptance may be made by phase of Works, being specified that in this case, the partial acceptance of the last phase will be the provisional acceptance of all Works within the meaning of this Contract. The Contractor shall notify both the Project Manager and the Engineer in writing of the date on which the Contractor determines that the Works have been completed or will be completed. The Project Manager shall, as long as the Contractor has been convened, carry out operations prior to the acceptance of the

Section VII. General Conditions of the Contract

GC-57

Works within a period which, unless otherwise provided by the PC, is twenty (20) days from the date of the notice mentioned hereabove or the date indicated in the notice for the completion of the Works, whichever is later. The Project Manager, notified by the Engineer of the date of these operations, may attend it or be represented. The record provided for in paragraph 2 of this Article shall mention either the attendance of the Project Manager or his representative or, in his absence, the fact that the Engineer duly notified him. In the event of the Contractor's absence from such operations, this shall be mentioned in the record and shall be notified to him. 41.2 Pre-acceptance operations shall include : a) the acknowledgment of the Works executed, b) any trials provided for by the PC, c) any findings of non-performance of the services provided for in the Contract, d) the possible findings of deficiencies or defect, e) the findings of relocation of site facilities and reclamation of land and premises, unless otherwise stipulated by the PC, as provided for in paragraph 1.1 of Article 19 of the GC; and f) the findings relating to the completion of the Works. These operations are the subject of a record drawn up immediately by the Engineer and signed by him and by the Contractor; if this the latter refuses to sign it, this shall be mentioned. Within fifteen (15) days following the date of the record, the Engineer shall notify the Contractor whether or not he has proposed to the Project Manager the provisional acceptance of the Works and, if so, the date of completion of the Works he has proposed to retain, as well as any reservations he has possibly proposed to accompany the acceptance. 41.3 In the light of the record of the preliminary operations for the provisional acceptance and proposals of the Engineer, the Project Manager shall decide whether or not the provisional acceptance shall be granted or whether it shall be granted with reservations. If he refuses the acceptance, his decision shall specify in detail the unfinished services and imperfections or defects which prevent the acceptance from being granted and he does not take possession of the Works. If he decides to grant

GC-58

Section VII. General Conditions of the Contract

the acceptance, he fixes the date he retains for the completion of the Works. Such decision shall be notified to the Contractor within forty-five (45) days of the date of the record. In the absence of a decision by the Project Manager notified within the deadline specified hereabove, the proposals of the Engineer are considered as accepted. The acceptance, if granted or deemed to have been granted, shall take effect on the date fixed for the completion of the Works. 41.4 If it appears that some services provided for in the Contract and still to be settled have not been carried out, the Project Manager may decide to grant provisional acceptance provided that the Contractor commits to perform such services within a period not exceeding three (3) months. The inspection of the performance of these services shall give rise to a record drawn up under the same conditions as the record of the preacceptance operations. 41.5 When the provisional acceptance is subject to reservations, the Contractor shall remedy the deficiencies and defects thereof within the deadline set by the Project Manager or, without such deadline, three (3) months prior to the final acceptance. If these Works are not carried out within the prescribed period, the Project Manager may have them carried out at the Contractor's expense and risk. 41.6 If some Works or parts of Works are not fully compliant with the specifications of the Contract, and the deficiencies are not likely to affect the safety, behaviour or use of the Works, the Project Manager may, in view of the small size of the deficiencies and the difficulties in bringing them into compliance, relinquish to order the repair of the Works deemed to be defective and propose to the Contractor a price reduction. If the Contractor accepts the price reduction, the deficiencies which have justified it are covered by this fact and the acceptance is granted without reservation. Otherwise, the Contractor remains bound to repair these deficiencies, the acceptance being granted without reservation. 41.7 Any taking of possession of the Works by the Employer shall be preceded by their acceptance. In the case of urgency, possession may take place prior to the acceptance in the form of partial acceptances, with all necessary reservations and on the same terms as mentioned hereabove, for the parts of the Works whose occupation or use is decided by the Employer.

Section VII. General Conditions of the Contract

GC-59

41.8 Provisional acceptance involves the transfer of ownership and risks to the Employer and constitutes the starting point of the obligation of Contractual guarantee in accordance with the provisions of Article 44 of the GC. 41.9 Upon provisional acceptance, the Contractor shall remove and dispose of all surplus equipment, supplies, and materials, as well as all waste and temporary Works of any kind and leave the Site and the Works clean and in good state of operation. It is understood, however, that the Contractor is authorized to retain on the Site, until the end of the defect liability period, all equipment, supplies, materials, and temporary Works he needs to fulfill his obligations during the defect liability period. 42.

Final Acceptance

42.1 Unless otherwise provided for in the PC, the final acceptance will be granted one (1) year after the date of the provisional acceptance record. During this period, the Contractor is bound by obligation of a Contractual guarantee described in more detail in Article 44 of the GC. In addition, no later than ten (10) months after the provisional acceptance, the Engineer shall send the Contractor detailed lists of defects found, with the exception of those resulting from normal wear and tear, usage abuse or damage caused by third parties. The Contractor shall have a period of two (2) months to remedy the situation under the terms of the Contract. He will return to the Engineer the lists of defects supplemented by the details of the executed Works. The Project Manager will then issue the final acceptance record of the Works, after having verified that the Works have been properly carried out and at the end of the two (2) month period. 42.2 If the Contractor fails to remedy the defects in due time, the final acceptance will not be granted before the perfect execution of the related Works. In the event that these Works are still not carried out two (2) months after the end of the period of Contractual guarantee, the Employer will nevertheless grant final acceptance at the end of this period, while having the Works carried out by any company of his choice at the Contractor's expense and risk. In this case, the performance security referred to in Article 6.11 of the GC shall remain in force until the Contractor fully pays claims to the Employer. 42.3 The final acceptance will mark the end of performance of this Contract and will release the Contracting parties from their obligations.

GC-60

Section VII. General Conditions of the Contract

43. Provision of some 43.1 This Article shall apply where the Contract, or a service order, Works or Parts of requires the Contractor to put, for a specified period, some Works, or parts of Works, not yet completed, at the disposal of Works the Employer, and without the latter taking possession of it, in particular to enable him to carry out, or cause to be carried out by other Contractors, Works other than those which are the subject of the Contract. 43.2 Prior to making these Works or parts of Works available, an inventory is drawn up between the Engineer and the Contractor. The Contractor shall have the right to follow the Works not included in his Contract which concern the Works or parts of Works thus made available to the Employer. He may make reservations if he considers that the characteristics of the Works do not permit such Works or that the said Works are liable to deteriorate them. These reservations shall be justified in writing and addressed to the Engineer. When the period of availability has ended, a new inventory is drawn up in the presence of all parties. 43.3 Subject to the consequences of defects attributable to him, the Contractor shall not be responsible for the guarding of the Works or parts of the Works during the period in which they are put at the disposal of the Employer. 44.

Contractual Guarantees

44.1 Defect Liability Period The defect liability period shall be, unless otherwise stipulated in the Contract, equal to the period between the provisional acceptance and the final acceptance. During the defect liability period, irrespective of any obligations which may arise for him from the application of Article 42 of the GC, the Contractor shall be bound by an obligation referred to as "Completion of Outstanding Works and Remedying Defects" in respect of which he shall, at his costs : a) execute the work or any services required for finishing or restoration provided for in paragraphs 4 and 5 of Article 41 of the GC, b) remedy any disorder indicated by the Employer or the Engineer in such a way that the work conforms to its condition during the acceptance or after correction of the deficiencies found during the acceptance, c) execute, where applicable, any conformity or variation work required by the Engineer and

Section VII. General Conditions of the Contract

GC-61

submitted by him during the defect liability period, and d) deliver to the Engineer the drawings of the work conforming to the execution under the conditions specified in Article 40 of the GC. Expenses for the additional work required by the Employer or the Engineer to remedy the deficiencies set out in subparagraphs (b) and (c) hereabove shall be borne by the Contractor only if he is the cause of these deficiencies. The obligation for the Contractor to execute the Completion of Outstanding Works at his own expense does not extend to the work necessary to remedy the effects of normal wear and tear, being specified that cleanliness and routine maintenance shall be the responsibility of the Employer. Upon expiry of the defect liability period, the Contractor shall be relieved of its Contractual obligations, except those referred to in paragraph 2 of this Article, and the security provided for in Article 6.2.2 of the GC shall expire, except in the case provided for in Article 42.2 of the GC. 44.2 Special guarantees The foregoing provisions shall not preclude the PC from defining, for some works or categories of works, special guarantees extending beyond the defect liability period set in paragraph 1 of this Article. The existence of these special guarantees does not have the effect of delaying the release of securities beyond the final acceptance. 45. Statutory Guarantee

45.1 Pursuant to the regulations in force, the Contractor shall be liable for ten (10) years to the Employer, from the provisional acceptance, of the damages, even resulting from a defect in the soil which impairs the strength of the structure or which affects it in one of its constituent elements or any of its elements of equipment, rendering it unsuitable for its intended purpose. To waive his liability under this Article, the Contractor shall prove that the damage arises from a cause not of its own.

F.

46.

Termination of Contract

Termination of Contract - Interruption of Works

46.1 The execution of the Works covered by the Contract may be terminated before the completion of the Works by a decision to terminate the Contract which fixes the effective date.

GC-62

Section VII. General Conditions of the Contract

The settlement of the Contract shall then be made in accordance with the provisions of paragraphs 3 and 4 of Article 13 of the GC, subject to the other provisions of this Article. The Employer may terminate the Contract in the general interest. Except in the event of termination under Articles 47 and 49 of the GC, the Contractor shall be entitled to compensation, if any, for the prejudice suffered as a result of such decision. For this purpose, he shall submit a duly justified written request within forty-five (45) days counted from the notification of the general statement. In the event of termination under Articles 47 or 49 of the GC, the portion of the fixed advance payment that has not yet been repaid shall be immediately remitted by the Contractor to the Employer. 46.2 In the event of termination, the Contractor or his beneficiaries, curator or trustee duly summoned shall be informed of the findings concerning the works and parts of works executed, the inventory of the materials supplied, and the descriptive inventory of equipment and site facilities. A report of these operations shall be drawn up. The drawing up of the report shall include provisional acceptance of the Works and parts of Works executed, with effect from the effective date of the termination both for the starting point of the defect liability period as defined in Article 44 of the GC and for the starting point of the deadline for the final settlement of the Contract in paragraph 3.2 of Article 13 of the GC. In addition, the provisions of paragraph 8 of Article 41 of the GC shall apply. 46.3 Within ten (10) days from the date of such report, the Project Manager shall determine the measures to be taken prior to the closure of the site to ensure the conservation and safety of the Works or parts of Works executed. These measures may involve the demolition of parts of the Works. If the Contractor fails to implement these measures within the deadline set by the Project Manager, the Engineer shall have them executed systematically. Except in the cases of termination provided for in Articles 47 and 49 of the GC, such measures shall not be borne by the Contractor. 46.4 The Employer shall have the right to repurchase, in whole or in part, the temporary Works required for the execution of the

Section VII. General Conditions of the Contract

GC-63

Contract, as well as the materials supplied, to the extent necessary for the completion of the Works of the Contract . In addition, he has the right, to continue the execution of Works, to either repurchase or retain at his disposal the equipment specially built for the performance of the Contract. Where the two preceding subparagraphs apply, the repurchase price of temporary works and equipment shall be equal to the unamortized portion of their value. If the equipment is retained, its rental price is determined based on the unamortized portion of its value. Supplied materials shall be repurchased at the Contract prices or, failing that, prices resulting from the application of Article 14 of the GC. 46.5 The Contractor shall evacuate the premises within the time limit set by the Engineer. 47

Death, Disability, Judicial Settlement or Liquidation of Contractor's Property

47.1 In the event of judicial settlement or liquidation of the Contractor's property, the Contract shall be terminated unless the competent authority decides, in the month following the court's decision, to continue the performance of the Contract. Termination, if made, shall take effect on the date of the trustee's decision to waive the performance of the Contract or the expiry of the one (1) month period specified hereabove. It does not entitle the Contractor to any compensation. 47.2 In the event of termination under this Article, for the application of the provisions of paragraphs 3 and 4 of Article 46 of the GC, the competent authority shall be substituted for the Contractor.

48.

Adjournment of Work

48.1 The adjournment of the Works may be decided by the Employer. In accordance with the procedures set out in Article 12 of the GC, the works and parts of works executed and the materials supplied shall be recorded. The Contractor who retains guarding of the site is entitled to be compensated for the costs incurred by this guarding and the prejudice that he may have suffered as a result of the adjournment. A compensation for the pending of resumption of the Works may be fixed under the same conditions as new prices, in accordance with the provisions of Article 14 of the GC. 48.2 If, as a result of an adjournment or several successive adjournments, the Works have been interrupted for more than three (3) months, the Contractor shall have the right to obtain termination of the Contract, unless, informed in writing of a

GC-64

Section VII. General Conditions of the Contract

period of adjournement leading to the overrun of the three (3) month period indicated hereabove, he has not requested the termination within a period of fifteen (15) days. 48.3 In the event that a monthly installment has not been paid, the Contractor, thirty (30) days after the deadline fixed in paragraph 2.3 of Article 13 of the GC for the payment of this installment, may, by registered letter with a request for acknowledgment of receipt sent to the Project Manager, notify the Employer of his intention to suspend the Works after fifteen (15) days. If within this period, the installment has not been paid, the Contractor may suspend the continuation of the Works and obtain the termination of his Contract to the defaults of the Employer by notice effective within fifteen (15) days after being sent. 48.4 If withdrawals from the loan account of the Bank are suspended, the Employer shall immediately inform the Contractor of it and inform him whether he intends to proceed with the Works by using other sources of financing. If non-payment occurs in the event that withdrawals of funds are suspended and the Employer has not notified the Contractor of his intention to proceed with the Works by using other sources of financing, the period of thirty (30) days and the two periods of fifteen (15) day referred to in paragraph 48.3 hereabove shall be reduced to ten (10) days and five (5) days respectively.

G.

49.

Coercive Measures

Coercive Measures - Settlement of Disputes - Entry into Force

49.1 Except as provided in paragraph 4 of Article 15 of the GC, when the Contractor does not comply with the provisions of the Contract or the service orders, the Project Manager shall give notice to the Contractor, within a specified period, by a decision notified to him in writing. This period, except in cases of urgency, shall not be less than fifteen (15) days from the date of notification of the formal notice. 49.2 If the Contractor has not complied with the formal notice, the termination of the Contract may be decided. 49.3 The termination of the Contract decided pursuant to this Article may be either simple or at the expense and risk of the Contractor. 49.4 In the event of termination of the Contractor's costs and risks, a Contract may be concluded with another Contractor for the completion of the Works. As an exception to the provisions of paragraph 4.2 of Article 13 of the GC, the general statement of the Contract terminated will be notified to the Contractor only

Section VII. General Conditions of the Contract

GC-65

after final settlement of the new Contract awarded for the completion of the Works. In the case of a new Contract at the Contractor's costs and risks, the Contractor is authorized to monitor the execution thereof without being able to hinder the orders of the Engineer and his representatives. The excess expenses resulting from the new Contract shall be borne by the Contractor. They shall be deducted from the sums which may be due to him or, failing that, on his securities, without prejudice to the rights to be exercised against him in case of insufficiency. 49.5 In the case of a Contract with a JVCA, if the joint representative fails to comply with his obligations as the representative and coordinator of the other Contractors, he shall given notice to comply therewith in accordance with the procedures set in Paragraph 1 of this Article. If such notice is ineffective, the Project Manager shall invite the JVCA to appoint another representative within a period of one (1) month. The new representative, once approved by the Employer, is then substituted for the former in all his rights and obligations. In the absence of such designation, the Project Manager shall select a natural or legal person to coordinate the action of the JVCA. The defaulting representative remains in solidarity with the other Contractors and bears the intervention expenses of the new coordinator. 49.6 Corrupt or Fraudulent Practices If the Employer establishes, with sufficient evidence, that the Contractor has engaged in corrupt, fraudulent, collusive or coercive practices during the procurement or performance of the Contract, the Employer May, fifteen (15) days after having notified him, terminate the Contract and expel him from the Site. In such case, the provisions of paragraphs 49.2, 49.3 and 49.4 of this Article shall apply as of right. If there is sufficient evidence to prove that a member of the Contractor's personnel engaged in corrupt, fraudulent or coercive practices during the performance of his work, that person must be excluded from the personnel of the Contractor. 50.

Settlement of Disputes

50.1 Intervention of the Employer If a dispute arises between the Engineer and the Contractor, in the form of reservations made to a service order or in any other form, the Contractor shall remit to the Employer, with a copy to the Engineer, a statement setting out the grounds and indicating the amounts of his claims.

GC-66

Section VII. General Conditions of the Contract

In the absence of a reply from the Employer received within fifteen (15) days following the remittance of this statement of claim or if he is not satisfied with the reply within the same period, the Contractor shall, before any litigation procedure and within a maximum period of thirty (30) days, submit the dispute (s) to the conciliation process provided for in Article 50.2 below. Failing this, the Contractor is no longer entitled to claim. 50.2 Conciliation The compulsory conciliation governed by this Article shall apply to the disputes referred to in Article 50.1 hereabove and to any other dispute between the Employer and the Contractor, in particular those described in the statement of claim provided for in Paragraph 4 of Article 13.4 of the GC. Conciliation is intended to promote the emergence of an amicable agreement between the Parties on an equitable settlement. 50.2.1 Unless otherwise provided by the PC providing for the use of a tripartite Dispute Board whose method of appointment and operation is specified in the PC, the Conciliator shall be a natural person whose professional, personal and moral qualities as well as experience in this type of Contract are well known. In addition, he shall justify its independence and impartiality towards the Parties. The Conciliator shall be appointed in accordance with the provisions specified in the PC. If the Conciliator is unable to act after the signature of the Contract, the Parties shall agree on a appointment by mutual agreement between them. In the absence of a mutually agreed appointment within fifteen (15) days, the Conciliator shall be appointed by the Conciliator's appointing authority specified in the PC at the request of the most diligent Party. 50.2.2 The Conciliator shall agree before accepting his mission to make himself available and to declare any situaiton of conflict of interest. The conditions of remuneration of the Conciliator or of each member of the Dispute Board shall be decided by mutual agreement between the Employer and the Contractor at the time of the preparation of the Dispute Board Agreement binding on the Parties. In addition to monthly remuneration, the Conciliator shall receive daily fees whose rate shall be specified in the pC or, failing that, at the tariff determined by the appointing authority.

Section VII. General Conditions of the Contract

GC-67

The Employer and the Contractor shall each be responsible for half of the remuneration of the Conciliator. The Contractor is responsible for the payment of the remuneration of the Conciliator (s). He shall pay the total remuneration within sixty (60) days of receipt of the invoices from the Conciliator (s). The share of the remuneration payable by the Employer is included in the provisional sums applicable to the Contract. In order to receive reimbursement from the Employer, in accordance with paragraph (f) of Article 13.1.2 of the GC, the Contractor shall attach to the monthly statement the invoices of the Conciliator (s) and the payment receipts of these invoices. 50.2.3 The dispute shall be notified to the Conciliator by either Party (hereinafter referred to as the "Letter of Referral"), as the case may be, within thirty (30) days referred to in Article 50.1 hereabove or within fifteen (15) days from the submission of the statement of claim of paragraph 4 of Article 13.4 of the GC or, in any other case, within thirty (30) days from the notification of a dispute, by any of the Parties to the other Party. Within eight (8) days of his referral, the Conciliator shall propose to the Parties the Terms of Reference for Conciliation. The latter shall take place during a period which may not exceed ninety (90) days. The Terms of Reference shall specify, in particular, the deadlines for the exchange of briefs, where applicable, the Sites visit and the hearings and the conditions for their conduct. The Parties shall have a period of ten (10) days to make any proposal and agree on the Terms of Reference. In the absence of consensus at the end of this period, the Conciliator shall alone adopt the Terms of Reference which are binding on the Parties. The Conciliator is not obliged to respect the adversarial principle and may organize separate hearings with the Parties. He is also free after hearing the Parties to adapt and amend the Terms of Reference. If at the latest ten (10) days before the deadline set out in the Terms of Reference, the Parties have not entered into a settlement agreement, the Conciliator shall have five (5) days to make a conciliation proposal. In the event of acceptance of this proposal, the Conciliator shall draft with the Parties a settlement agreement which

GC-68

Section VII. General Conditions of the Contract

will put a definitive end to the dispute and which is not subject to any remedy of any kind. 50.3 Final settlement of disputes 50.3.1 If within ninety (90) days from the date of submission of the dispute, a decision of the Conciliator has not been notified to the Contractor and the Employer, or if either Party fails to accept the decision notified by the Conciliator, both Parties shall endeavor to settle their dispute amicably prior to the commencement of the procedure of final settlement of disputes. However, unless otherwise agreed by both Parties, this procedure shall start from the sixtieth day (60 ͤ) following the date on which the disagreement and the intention to initiate the final settlement procedure of disputes has been notified, even if no attempt has been made to reach a friendly settlement. 50.3.2 Any dispute between the Parties arising out of Contractual provisions or in relation with the Contract, which is not settled amicably in accordance with Article 50.3.1 of the GC hereabove and for which the decision of the Conciliator (s), if any, has not been made final and binding, shall be finally resolved by arbitration in accordance with the following procedure: a) if the Contract is concluded with a foreign Contractor (or foreign representative in the case of a JVCA), international arbitration shall be conducted in accordance with the procedures and Rules of Arbitration of the International Chamber of Commerce by one or several arbitrators appointed in accordance with these arbitration rules. b) if the Contract is concluded with a Contractor who is a national of the Employer's country, arbitration shall be conducted in accordance with the laws of the Employer's country. The arbitration shall be held in a neutral place chosen in accordance with the applicable arbitration rules and shall be conducted in the language defined in Article 4.1 of the GC. 50.3.3

If within six (6) months from the notification to the Contractor of the decision made in accordance with Article 50.1 of the GC on the claims arising out of the general statement of the Contract, the Contractor has not initiated the procedure of final settlement of disputes provided for in Article 50.3.2 of the GC, he shall be deemed to have finally accepted that decision and any judicial or arbitral proceedings shall be inadmissible.

Section VII. General Conditions of the Contract

GC-69

50.3.4 National arbitrators or courts, as the case may be, shall have full power to obtain, examine and verify any report, decision, service order, notice or findings of the Engineer, and all decisions of the Conciliator (s) concerning the dispute. Nothing shall prevent the representatives of the Parties from being called as witnesses and from testifying before the arbitrators on any matter relating to the dispute. Neither Party shall be bound during the arbitration procedure by evidence or arguments previously provided to the Conciliator (s) in order to obtain his (their) decision or the reasons for the dispute given in the statement of claim. Any decision of the Conciliator (s) shall be accepted as evidence in the arbitration procedure. The arbitration procedure may begin before or after the completion of the Works. The obligations of the Parties, the Engineer and the Conciliator (s) shall not be altered as a result of arbitration conducted during the course of the Works. 51.

Applicable Law and Change in Regulations

51.1 Applicable law In the absence of provision contained in the PC, the applicable law for the interpretation and performance of this Contract is the law of the Employer’s country. 51.2 Change in Regulation 51.2.1 Except for changes in laws or regulations that have the effect of disrupting the economy of the Contractual relationship and causing a clear loss to the Contractor and unforeseeable on the date of submission of the bid, only changes in the Employer’s country may be taken into account to modify the financial conditions of the Contract. 51.2.2 In the event of changes to the regulations in force in the Employer’s country of a mandatory nature, with the exception of changes to tax regulations or similar regulations governed by Article 10.5 of the GC, which causes for the Contractor an increase or decrease of the cost of performing the Works not covered by the other provisions of the Contract and which shall be at least equal to one (1) percent of the Contract Amount, an addendum shall be made between the Parties to increase or decrease, as the case may be, the Contract Amount. In the event that the Parties cannot agree on the terms of the addendum within three (3) months from the proposal of an addendum transmitted by one Party to the other, the provisions of Article 50.1 of the GC shall apply.

GC-70

52.

Section VII. General Conditions of the Contract

Entry Into Force of the Contract

52.1

The entry into force of the Contract shall be subject to fulfillment of the following conditions specified in the PC: a) approval by the competent authorities of the Employer’s country, b) approval by JICA of the financing of the project, c) implementation of the securities to be produced by the Contractor, d) payment of the advance provided for in Article 11.5 of the GC, and e) effective access to the Site and availability of the Site by the Engineer to the Contractor.

52.2 A report shall be drawn up in writing and signed by the Parties as soon as the aforementioned conditions are met. The date of entry into force of the Contract shall be that of the signing of this report. 52.3 If the entry into force of the Contract has not occurred within three (3) months following the date of the Letter of Acceptance of the bid, each Party is free to denounce the Contract for failure to enter into force.

Section VII. General Conditions of the Contract

GC-71

Appendix General Conditions of Dispute Board Agreement 1. Definition Each Dispute Board Agreement is a tripartite agreement by and between : a) the Employer ; b) the Contractor ; c) the Member who is defined in the Dispute Board Agreement as being : (i) the sole member of the “Dispute Board” (or “Conciliator”), in which case all references to the "other Members" shall not apply, or (ii) one of the three persons who are jointly called “Dispute Board”, in which case the two other persons are called the “other Members”. The Employer and the Contractor have entered (or intend to enter) into a Contract, which is called the “Contract” and is defined in the Dispute Board Agreement, which incorporates this Appendix. In the Dispute Board Agreement, words and expressions which are not otherwise defined shall have the meanings assigned to them in the Contract. 2. General Provisions Unless otherwise stated in the Dispute Board Agreement, it shall take effect on the latest of the following dates: a) the commencement date of the Contract, b) when the Employer, the Contractor and the Member have each signed the Dispute Board Agreement; or c) when the Employer, the Contractor and each of the other Members (if any) have respectively signed the Dispute Board Agreement. This employment of the Member is a personal appointment. At any time, the Member may give, within a delay of a least seventy (70) days, his notice of resignation to the Employer and to the Contractor, and the Dispute Board Agreement shall terminate upon the expiry of this period. 3. Warranties The Member warrants and agrees that he is and shall be impartial and independent of the Employer, the Contractor and the Engineer. The Member shall promptly disclose, to each of them and to the other Members (if any), any fact or circumstance which might appear inconsistent with his warranty and agreement of impartiality and independence. When appointing the Member, the Employer and the Contractor shall rely upon the Member’s declarations that he is:

GC-72

Section VII. General Conditions of the Contract

a) experienced in the Works that the Contractor has to carry out under the Contract, b) experienced in the interpretation of Contractual documents; and c) fluent in the language for communications defined in the Contract. 4. General Obligations of the Member The Member shall : a) have no financial interest or otherwise in the Employer, the Contractor or the Engineer, nor in the Contract, except for payment under the Dispute Board Agreement; b) have not been previously employed as a consultant or in any other capacity other by the Employer, the Contractor or the Engineer, except in such circumstances disclosed in writing to the Employer and the Contractor before they sign the Dispute Board Agreement; c) have disclosed in writing to the Employer, the Contractor and the other Members (if any), before entering into the Dispute Board Agreement and to his best knowledge and recollection, any professional or personal relationships with any director, officer or employee of the Employer, the Contractor or the Engineer, and any previous involvement in the overall project of which the Contract is part of; d) not be employed, for the duration of the Dispute Board Agreement, as a consultant or in any other capacity by the Employer, the Contractor or the Engineer, except as may be agreed in writing by the Employer, the Contractor and the other Members (if any); e) comply with the annexed procedural rules and with provisions of Article 50.2 of the General Conditions of the Contract; f) not give advice to the Employer, the Contractor, the Employer’s Personnel or the Contractor’s Personnel concerning the performance of the Contract, other than in accordance with the annexed procedural rules; g) not, while a Member, enter into negotiations or make any agreement with the Employer, the Contractor or the Engineer regarding employment by any of them, whether as a consultant or in any other capacity, after ceasing to act under the Dispute Board Agreement; h) ensure his availability for all site visits and hearings as necessary; i) become conversant with the Contract and with the progress of the Works (and of any other parts of the project of which the Contract is part of) by studying all documents received which shall be maintained in a current working file; j) process the details of the Contract and all the Dispute Board activities and hearings as private and confidential, and not publish or disclose them without the prior written consent of the Employer, the Contractor and the other Members (if any); and l) be available to give advice and opinions on any matter relevant to the Contract when requested by both the Employer and the Contractor, subject to the agreement of the other Members (if any).

Section VII. General Conditions of the Contract

GC-73

5. General Obligations of the Employer and the Contractor The Employer, the Contractor, the Employer’s Personnel and the Contractor’s Personnel shall not request advice from or consultation with the Member regarding the Contract, other than in the normal course of the Dispute Board activities under the Contract and the Dispute Board Agreement. The Employer and the Contractor shall be responsible for compliance with this provision by the Employer’s Personnel and the Contractor’s Personnel. The Employer and the Contractor commit to one another and to the Member that the Member shall not, except as otherwise agreed in writing by the Employer, the Contractor, the Member and the other Members (if any): a) be appointed as an arbitrator in any arbitration under the Contract; b) be called as a witness to give evidence concerning any dispute before the arbitrator(s) appointed for any arbitration under the Contract; or c) be liable for any claim arising out of the exercise or alleged exercise by the Member of his duties unless it is shown that such action or omission was made in bad faith. The Employer and the Contractor hereby jointly and severally indemnify and hold the Member harmless against and from claims from which he is relieved from liability under the preceding paragraph. Whenever the Employer or the Contractor refer a dispute to the Dispute Board, in accordance with Article 50.2 of the General Conditions of the Contract, which will require the Member to make a site visit and attend a hearing, the Employer or the Contractor shall provide appropriate security for a sum equivalent to the reasonable expenses to be incurred by the Member. No account shall be taken of any other payments due or paid to the Member. 6. Payment The Member shall be paid as follows, in the currency designated in the Dispute Board Agreement: a) a monthly remuneration, which shall be considered payment in full for : (i) being available, upon twenty eight (28) days notice, for all site visits and hearings; (ii) becoming and remaining conversant with all project developments and maintaining relevant files; (iii) all office and overhead expenses, including secretarial, photocopying service and office supplies incurred in connection with his duties; and (iv) all services performed hereunder except those referred to in sub-paragraphs (b) and (c) of this Article.

GC-74

Section VII. General Conditions of the Contract

The remuneration shall be paid with effect from the last day of the calendar month in which the Dispute Board Agreement becomes effective until the last day of the calendar month in which the provisional receptance is issued for all the Works. With effect from the first day of the calendar month following the provisional receptance for all the Works, the remuneration shall be reduced by one third. This reduced remuneration shall be paid until the first day of the calendar month in which the Member resigns or the Dispute Board Agreement is otherwise terminated. b) a daily fee which shall be considered as payment in full for : (i) each day or part of a day up to a maximum of two days travel time in each direction, for the journey between the Member’s home and the site, or another location of a meeting with the other Members (if any); (ii) each working day on Site visits, hearings or preparing decisions; and (iii) each day spent reading reports in preparation of hearings. c) all reasonable expenses including necessary travel expenses (air fare in less than first class, hotel expenses, daily allowances and other direct travel expenses) incurred in connection with the Member’s duties, as well as the cost of telephone calls, courier charges, faxes and telexes. A receipt shall be required for each item in excess of five (5) percent of the daily fee referred to in subparagraph (b) of this Article; d) any taxes properly levied in the country on payments made to the Member (unless he is a national or permanent resident of the country), in accordance with this Article 6. The remuneration and daily fees shall be as specified in the Dispute Board Agreement. Unless it specifies otherwise, the remuneration and fees shall remain fixed for the first twenty four (24) calendar months, and shall thereafter be adjusted by agreement between the Employer, the Contractor and the Member, at each anniversary of the date on which the Dispute Board Agreement became effective. If the parties fail to agree on the remuneration or the daily fee, the authority designated in the Particular Conditions of the Contract shall determine their amounts. The Member shall submit invoices for payment of the remuneration and air fares quarterly in advance. Invoices for other expenses and for daily fees shall be submitted following the conclusion of a site visit or hearing. All invoices shall be accompanied by a brief description of activities performed during the relevant period and shall be addressed to the Contractor. The Contractor shall pay each of the Member’s invoices in full within sixty (60) calendar days after receiving each invoice and shall apply to the Employer (in the statement under the Contract) for reimbursement of one-half of the amounts of these invoices. The Employer shall then pay the Contractor in accordance with the Contract.

Section VII. General Conditions of the Contract

GC-75

If the Contractor fails to pay to the Member the amount to which he is entitled under the Dispute Board Agreement, the Employer shall pay the amount due to the Member and any other amount which may be required to maintain the operation of the Dispute Board; and without prejudice to the Employer’s rights or remedies. In addition to all other rights arising from this default, the Employer shall be entitled to reimbursement of all sums paid in excess of one- half of these payments, plus all cost-recovery of these sums and default interests calculated at the rate specified in Article 11.7 of the General Conditions of the Contract. If the Member does not receive payment of the amount due within seventy (70) days after submitting a valid invoice, the Member may (i) suspend his services (without notice) until the payment is received, and/or (ii) resign his appointment by giving notice in accordance with Article 7. 7. Termination At any time: (i) the Employer and the Contractor may jointly terminate the Dispute Board Agreement by giving fourty five (45) days notice to the Member, or (ii) the Member may resign as provided for in Articel 2. If the Member fails to comply with the Dispute Board Agreement, the Employer and the Contractor may, without prejudice to their other rights, terminate it by notice to the Member. The notice shall take effect when received by the Member.

If the Employer or the Contractor fails to comply with the Dispute Board Agreement, the Member may, without prejudice to his other rights, terminate it by notice to the Employer and the Contractor. The notice shall take effect when received by both of them. Such notice, resignation and termination shall be final and binding on the Employer, the Contractor and the Member. However, a notice by the Employer or the Contractor, but not by both, shall be of no effect. 8. Default of the Member If the Member fails to comply with any of his obligations under Article 4 (a) - (d) above, he shall not be entitled to any fees or expenses hereunder and shall, without prejudice to their other rights, reimburse the Employer and the Contractor for any fees and expenses received by the Member and the other Members (if any), for proceedings or decisions (if any) of the Dispute Board which are rendered void or ineffective by the said failure to comply. If the Member fails to comply with any of his obligations under Article 4 (e) - (k) above, he shall not be entitled to any fees or expenses hereunder from the date of default and in relation with noncompliance, and shall, without prejudice to their other rights, reimburse the Employer and the Contractor for any fees and expenses already received by the Member, for proceedings or decisions (if any) of the Dispute Board which are rendered void or ineffective by the said failure to comply.

GC-76

Section VII. General Conditions of the Contract

9. Disputes Any dispute or claim arising out of or in connection with this Dispute Board Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce by an arbitrator appointed in accordance with these Rules of Arbitration.

Section VII. General Conditions of the Contract

GC-77

Appendix: Procedural Rules 1 Unless otherwise agreed by the Employer and the Contractor, the Dispute Board shall visit the site at regular intervals of not more than a hundred and fourty (140) days, including times of critical construction events, at the request of either the Employer or the Contractor. Unless otherwise agreed by the Employer, the Contractor and the Dispute Board, the period between consecutive visits shall not be less than seventy (70) days, except as required to convene a hearing as described below. 2 The timing and agenda for each site visit shall be as agreed jointly by the Dispute Board, the Employer and the Contractor, or in the absence of agreement, shall be decided by the Dispute Board. The purpose of site visits is to enable the Dispute Board to become and remain acquainted with the progress of the Works and of any actual or potential problems or claims, and, as far as reasonable, to endeavour to prevent potential problems or claims from becoming disputes. 3 Site visits shall be attended by the Employer, the Contractor and the Engineer and shall be coordinated by the Employer in cooperation with the Contractor. The Employer shall ensure the provision of appropriate conference facilities and secretarial and copying services. At the conclusion of each site visit and before leaving the site, the Dispute Board shall prepare a report on its activities during the visit and shall send copies to the Employer and the Contractor. 4 The Employer and the Contractor shall provide to the Dispute Board one copy of all documents which the Dispute Board may request, including Contractual documents, progress reports, instruction modification, certificates and other documents pertinent to the performance of the Contract. All communications between the Dispute Board and the Employer or the Contractor shall be copied to the other Party. If the Dispute Board comprises three persons, the Employer and the Contractor shall send copies of these requested documents and these communications to each of these persons. 5 If any dispute is referred to the Dispute Board in accordance with Article 50.2 of the General Conditions of Contract, the Dispute Board shall proceed in accordance with this Article and these Rules. Subject to the time allowed to give notice of a decision and other relevant factors, the Dispute Board shall: a) act fairly and impartially between the Employer and the Contractor, giving each of them a reasonable opportunity of putting his case and responding to the other’s case, and b) adopt procedures suitable to the dispute, by avoiding unnecessary delay or expense. 6 The Dispute Board may conduct a hearing on the dispute, in which event it will decide on the date and place for the hearing and may request that written documentation and arguments from the Employer and the Contractor be presented to it prior to or at the hearing.

GC-78

Section VII. General Conditions of the Contract

7 Except as otherwise agreed in writing by the Employer and the Contractor, the Dispute Board shall have power to adopt an inquisitorial procedure, to refuse admission to hearings or audience at hearings to any persons other than representatives of the Employer, the Contractor and the Engineer, and to proceed in the absence of any party duly convened by the Dispute Board; but the Dispute Board shall have discretion to decide whether and to what extent this power may be exercised. 8 The Employer and the Contractor empower the Dispute Board, among other things, to : a) establish the procedure to be applied in resolving a dispute, b) decide upon the Dispute Board own jurisdiction and the scope of any dispute referred to it, c) conduct any hearing as it thinks appropriate, not being bound by any rules or procedures other than those contained in the Contract and these Rules, d) take the initiative in ascertaining the facts and matters required for a decision, e) make use of its own specialist knowledge, if any, f) decide upon the payment of default interests in accordance with the Contract, g) decide upon any provisional relief such as interim or conservatory measures, and h) open up, review and revise any certificate, decision, determination, instruction, opinion or findings of the Engineer, relevant to the dispute. 9 The Dispute Board shall not express any opinions during any hearing concerning the merits of any arguments advanced by the Parties. Thereafter, the Dispute Board shall make and give its decision in accordance with Article 50.2 of the General Conditions of the Contract, or as otherwise agreed by the Employer and the Contractor in writing. If the Dispute Board comprises three persons : a) it shall convene in private after a hearing, in order to have discussions and prepare its decision; b) it shall endeavour to reach a unanimous decision: if this proves impossible, the applicable decision shall be made by a majority of the Members, who may require the minority Member to prepare a written report for submission to the Employer and the Contractor; and c) if a Member fails to attend a meeting or hearing, or to fulfil any required function, the other two Members may nevertheless proceed to make a decision, unless : (i)

either the Employer or the Contractor does not agree that they do so, or

(ii)

the absent Member is the chairman and he instructs the other Members not to make a decision.

Section VIII. Particular Conditions of the Contract

Section VIII. Particular Conditions of the Contract

Notes on Particular Conditions of the Contract The Particular Conditions of the Contract (PC) complement the GC to specify data and Contractual requirements linked to the special circumstances of the country, the Employer, the activity sector, the overall project, and the Works. Whenever there is a conflict between provisions of GC and PC, the provisions herein shall prevail over those in the GC. Numbering of the Articles of the PC correspond to those in the GC.

Section VIII. Particular Conditions of the Contract

Conditions

Article

PC-1

Data

Derogation from Articles of the GC

1 & 23

[Optional: indicate any derogation from Articles of the GC by specifying the reference of the Article and the contents of the derogation. If no derogation is applied, delete this Article from the PC]

Definitions, interpretation

2.1

The Bank is Japan International Cooperation Agency (JICA)

Designation of participants

3.1.1

Employer : [insert the name of the Employer] Project Manager : [insert the name of the Project Manager designated by the Employer] Engineer : [insert the name of the Engineer]

Contractual documents

4.1

The language of the Contractual documents is : [insert one of the following languages : Japanese, English, French or Spanish]

4.2 (e)

Drawings, calculation geotechnical files :

notes,

survey

sheets

and

[insert, where applicable, names and references] 4.2 (h)

The breakdown of the flat prices and the detail of the unit prices [remove the unnecessary mention "are" or "are not"] part of the Contractual documents.

4.2 (j)

The general technical documents (other than those mentioned in the Technical Specifications) applicable to the services forms part of the Contractual documents are : ______________________________________________ [insert, where applicable, or indicate "not applicable" if no additional technical document forms part of the Contractual documents]

General obligations

5.7.1

Service orders shall be addressed to : [choose the method of transmission: "by post" or "hand delivered" or "by electronic mail"] to the following address of the Contractor : [insert corresponding address] Address : Email address:

Estimate of financial commitments of the Employer

5.8.2

Deadline for submission of estimate: [insert deadline]

PC-2

Section VIII. Particular Conditions of the Contract

Conditions Securities

Article 6.1.1

Data The performance security will be of [insert percentage] % of the Contract Amount. [the amount of the performance security may not exceed fifteen percent (15%) of the Contract Amount]

6.3.1

The following insurance policies are required under this Contract for the minimal amounts hereinafter :

6.3.2

- insurance for risks to third parties: [indicate an amount for bodily injured and an amount for material damage, per event]

6.3.4

- insurance "All risks for Construction" : [indicate here an amount equal to 115% of the Contract Amount plus, where applicable, the value of the Employer's existing property covered by this insurance]

6.3.5

insurance covering decennial liability: [indicate the elements of construction for which such insurance is required]

Remuneration and work conditions of personnel

9.2

Normal working hours are : [insert normal working hours]

Obligations relating to foreign personnel

9.3

[to be completed if the Contractor is not responsible for arrangements for the repatriation or burial of deceased personnel. Otherwise, delete this Article from the PC]

Prices contents

10.1.2

[to be completed if prices are established considering that certain services are to be provided by the Employer. Otherwise, delete this Article from the PC]

Breakdown and detail of prices

10.3.4

The breakdown of the flat price / detail of the unit price shall be produced within ___________ from the following date : ___________

Insurances

[insert time and date, if applicable] Price adjustment

10.4.1 & 10.4.2

[choose one of the following two options:] Prices are firm and the provisions of Article 10.4.2 of the GC are not applicable OR The prices are adjustable according to the following methods and coefficients:

Section VIII. Particular Conditions of the Contract

Conditions

Article

PC-3

Data [insert formulae with the values indicated in the Form “Price Adjustment Data”]

10.4.2 (b)

[insert where applicable : The adjustment coefficient in the case where payment indexes and foreign currencies have different countries of origin is : _____________________________________ ]

Taxes, levies, duties, fees, and charges

10.1.1 & 10.5.2

The prices of this Contract shall be deemed not to include amounts due in respect of the following taxes, duties and obligations: [insert list of exemptions, where applicable]

Dayworks

11.3.2

[to be completed, if applicable, if the total amount of the Dayworks may exceed three (3) percent of the Contract Amount. Otherwise, delete this Article from the PC] The maximum percentage of dayworks is _____% [insert a percentage greater than three (3) percent] of the Contract Amount.

Advance payments on supplies

11.4

[describe the terms and conditions for settling advance payments on supplies, where applicable]

Flat-rate advance

11.5 & 13.1.1

The amount of the advance shall be ___% [insert a percentage] of the Contract Amount, in the currency (s) and in the proportions in which the Contract Amount is paid. The advance will be reimbursed as follows : [insert method and timing of imputation]

Default interests

11.7

Monthly rate calculated on the basis of three (3) percentage points above the annual discount rate of the country's central bank of the settlement currency, or if this rate is not available, the Interbank Offered Rate. Default interests shall be paid in the currency (s) of payment of the advance concerned.

Methods of installments payment

13.2.3

Payments to the Contractor will be made to the following bank account (s) : [indicate the bank accounts used by the Contractor for this Contract] a) for the share in national currency : ________ b) for the share in foreign currency : ________

PC-4

Section VIII. Particular Conditions of the Contract

Conditions

Article

Data

Payment of unforeseen 14.1 Works

[to be completed, where applicable, if different provisions from those of Article 14.1 of the GC apply. Otherwise, delete this Article from the PC]

Change in importance of the various natures of Works

17.1

[to be completed, where applicable, if different provisions from those of Article 17.1 of the GC apply. Otherwise, delete this Article from the PC]

Force majeure

18.3

Weather threshold and other natural phenomena constituting a case of force majeure : [indicate the thresholds such as decennial frequency flood affecting the Site or the access roads to the Site, wind speed above a fixed speed, earthquake exceeding a fixed threshold in reference to the Richter scale, etc.]

Completion period

19.1.1

[indicate the date from which the time for completion of the Works begins, only if it is different from the date of entry into force of the Contract (this date may not be prior to the availability of the Site and of its access). Otherwise, delete this Article from the PC]

Extension of completion period

19.2.2

Threshold of the bad weather causing an extension of the works performance period : [insert threshold] Number of foreseeable bad weather days : [insert number]

Penalties, allowance, and deduction

19.2.4

Threshold for extension of the performance period giving right to termination of the Contract: [insert period]

20.1

The rate of the daily penalty for delay in the performance of the Works shall be: ____ [indicate a percentage of the Contract Amount, normally in the order of 1 / 1000th per calendar day of delay] This penalty shall apply in the event of a delay in the completion of the Works [and, where applicable, to : specify, where applicable, the works or parts of works or service packages subject to particular deadlines or deadlines fixed in the Contract]

20.2

The rate of the daily allowance for advance in the performance the Works shall be : [indicate a percentage of the Contract Amount, only where applicable] The ceiling for these allowances is : [indicate only where applicable. The ceiling of allowances shall not exceed ten (10) % of the Contract Amount]

Section VIII. Particular Conditions of the Contract

Conditions

Article 20.4

PC-5

Data The amount of penalties is limited to [indicate a percentage of the Contract Amount if the ceiling is less than ten (10) % as indicated in the GC. Otherwise, delete this Article of the PC] from the Contract Amount. Note: The penalty limit shall not exceed ten (10) % of the Contract Amount.

Take over, handling and conservation by the Contractor of the materials and products supplied by the Employer under the Contract

Preparation of the Works

26.4

[indicate, where applicable, the specific conditions and deadlines within which the Contractor is required to carry out the necessary operations of unloading, disembarkation, handling, reloading and transport, up to and including storage or use of materials, products or components]

26.5

[indicate, where applicable, the territorial conditions and limits of storage of materials, products or components]

26.8

[to be completed, where applicable, if provisions different from those of Article 26.8 of the GC apply. Otherwise, delete this Article from the PC]

28.1

Duration of mobilization period : _______ [insert duration in days]

28.2

Deadline for submission of the implementation schedule of the Works : ________ [insert deadline in days]

28.3

Health and Safety plan : [indicate "applicable" or "not applicable", depending on whether the measures and provisions of Article 31.4 of the GC are subject to such plan]

Maintenance of communication and drainage systems

31.6.1

[indicate, where appropriate, the specific conditions relating to the maintenance of communication and drainage systems]

Provisional acceptance

41.1

The methods for the acceptance by phase of Works are as follows : [indicate, where applicable. Otherwise, indicate "not applicable"] Amendment of the deadline from the commencement of pre-acceptance operations : ____ [indicate a deadline if different from twenty (20) days. Otherwise, indicate "not applicable"]

PC-6

Section VIII. Particular Conditions of the Contract

Conditions

Article

Data

41.2 b)

Tests included in pre-acceptance operations : [indicate tests, where applicable]

41.2 e)

Inspection of the withdrawal of site facilities and the reclamation of land and premises is a pre-acceptance operation : [Select: "applicable" or "not applicable", where applicable] [Indicate, where applicable, the provisions amending 41.2 (e)]

Final acceptance

42.1

By derogation of provisions of Article 42.1 of the GC, the defect liability period shall be : _________ [insert the number of months or days, if the defect liability period is different from one year. Otherwise, indicate "not applicable".]

Specific guarantees

44.2

[indicate specific guarantees, where applicable, for certain Works or categories of Works]

Conciliation

50.2.1

A tripartite Conciliation Committee shall be used : [select "applicable" or "not applicable"] If applicable, the members of the tripartite Conciliation Committee shall be chosen as described below, within thirty (30) days of the date of entry into force of the Contract : one of the members shall be appointed by the Employer, the second member by the Contractor and the third member jointly by the first two. In the case of a single Conciliator, it shall be appointed jointly by the Parties within thirty (30) days of the date of entry into force of the Contract. Name of the authority responsible for the appointment of the Conciliator : [insert name]

50.2.2

Rate of the Conciliator's daily fees : ____ [insert rate]

Applicable law

51.1

[indicate the name of the country of the applicable law if it is different from that of the Employer’s country]

Entry into force of the Contract

52.1

[Insert the list of conditions for entry into force of the Contract]

Section VIII. Particular Conditions of the Contract

PC-7

Additional provisions on collateral and direct payment of SubContractors Notes on the provisions on collateral and direct payment of SubContractors When the Employer wishes to have national companies benefit from collateral or direct payment in favor of the SubContractors, the appropriate provisions shall be included in the Particular Conditions of the Contract. Documents constituting separate deeds shall be drawn up in accordance with the national legislation. In the case of the pledge, this will be the deed of pledge and the single copy of the collateral Contract. In the case of direct payment to the SubContractors, this will be an amendment or a special deed signed by the person in charge of the Contract and by the Contractor which specifies: (a) the nature of the outsourced services; (b) the name, reason or legal name and address of the SubContractor; (c) the amounts payable directly to the SubContractor; (d) the terms and conditions for the settlement of such amounts.

PC-8

Section VIII. Particular Conditions of the Contract

A. Collateral Public procurement collateral is a measure designed to facilitate their financing. It allows the Contract holder and its SubContractors eligible for direct payment to obtain loans or advances under certain conditions. To this end, a deed having the purpose of pledging the Contract is passed between the Contractor holder of the Contract and the institution which grants this facility. In addition, the single copy of the Contract shall be delivered by the Contractor to that Institution as security. That institution, the creditor, then notifies or serves the collateral to the Employer, who shall pay directly to it, unless he is unable to pay, the sums due from the Employer in respect of the performance of the Contract. The following provisions are intended to supplement the GC and refer to the numbering of the Articles of the GC : 3.3.1 In addition, the Contractor may transfer or delegate to the Contractor's bankers all or part of the sums due or owing under the Contract. 4.5 Documents to be issued to the Contractor in the event of the pledge of the Contract. 4.5.1 Upon notification of the Contract, the Employer shall issue to the Contractor, free of charge and against receipt, a certified copy of the Contract Agreement and other documents referred to in paragraph 2 of this Article, excluding the GC. 4.5.2 The Employer shall also issue, free of charge, to the Contractor, the Co-Contractors and the SubContractors paid directly, the documents necessary for the pledging of their claims.

B. Direct Payment to SubContractors Direct payment by the Employer of the services performed by the SubContractors enables them to be sure that they are paid "in the same way as the main Contractor" - as long as they perform the services for which they are responsible. Direct payment services may be known as soon as the bid is submitted. When the SubContractors have declared after the conclusion of the Contract their acceptance and the approval of the conditions of their payment terms shall be contained in an amendment or in a special deed. The following provisions supplement the GC and refer to the numbering of the Articles of the GC :

Section VIII. Particular Conditions of the Contract

PC-9

3.3.3 The approved SubContractor may obtain directly from the Employer, if the latter and the authorities whose approval is necessary for the entry into force of the Contract agree to it, or if the applicable regulation requires it, the payment of the Works, procurement or services which it has carried out and which have not already given rise to payment for the benefit of the holder of the Contract. In this case, the Contractor shall give to the Project Manager, before any commencement of performance of the SubContract, a declaration mentioning : a)

the nature of the services to be subContracted,

b)

the name, reason or legal name and address of the proposed SubContractor,

c)

the terms of payments provided in the draft SubContract and the estimated amount of each outsourced Works, in particular the date of pricing and, where appropriate, the method of price variation, the system of advances, installments, reductions, premiums, penalties.

The Project Manager shall affix a visa in all the supporting documents used as a basis for direct payment. He shall have one (1) month to signify his acceptance or reasoned refusal. After this deadline, the Project Manager is deemed to have accepted documents which he has not expressly refused. When the SubContractor is to be paid directly, the holder shall, at the time of the request for acceptance, establish that the assignment or pledging of claims resulting from the Contract does not preclude direct payment of the SubContractor. 11.9 Remuneration of SubContractors paid directly Works performed by SubContractors entitled to direct payment shall be paid under the conditions stipulated by the Contract, an addendum or a special deed. 13.5 Payment of SubContractors paid directly 13.5.1 When a SubContractor is entitled to direct payment, the Contractor shall attach to the draft statement a certificate indicating the amount to be levied, on the amounts due to him, for the part of the service performed, and that the Project Manager will have to pay to this SubContractor. When the SubContractor is of foreign nationality, the draft statement will distinguish the amounts payable in national and foreign currencies. Payments of the SubContractor concerned shall be made within the limit of the amount of the interim and balance statements and the certificates provided for in the preceding paragraph. The total amount of payments made for the benefit of a SubContractor reduced to the conditions of the month for establishing the prices of the Contract may not exceed the amount to be subContracted stipulated in the Contract.

Section VIII. Particular Conditions of the Contract

PC-10

13.5.2 The Contractor alone shall be entitled to present draft statements and accept the general statement; complaints formulated or transmitted by him shall be admissible only. 13.5.3 Payments to be made to the SubContractor shall be made on the basis of the supporting documents and the acceptance of the Contractor given in the form of a certificate transmitted by him in accordance with the provisions of Article 13.5.1. Upon receipt of these documents, the Employer shall directly notify the SubContractor of the date of receipt of the draft statement and of the certificate sent by the Contractor, and shall inform the SubContractor of the sums whose payment entitled to the SubContractor have been accepted by the Contractor. Payment of sums due to the SubContractor shall be made within the deadlines provided for in Articles 13.2.3 and 13.4.3. A notice of payment shall be sent to the Contractor and the SubContractor. The Contractor shall have fifteen (15) days, counted from the receipt of the supporting documents used as the basis for the direct payment, to signify his acceptance or reasoned refusal to the SubContractor. After this period, the Contractor shall be deemed to have accepted the supporting documents or parts of the supporting documents which he has not expressly accepted or refused. In the event that the Contractor fails, within 15 days of receipt of the SubContractor's draft statement, to signify his reasoned refusal or to send it to the Employer, the SubContractor shall send directly to the Employer a copy of the draft statement. A copy of the acknowledgment of receipt of the draft statement delivered to the Contractor shall be attached to it. The Employer shall immediately notify the Contractor, by registered letter with request for acknowledgment of receipt, to provide proof within fifteen (15) days of receipt of such letter that he filed a reasoned refusal with his SubContractor within the time limit set forth in the fifth paragraph above. Upon receipt of the notice, the Employer informs the SubContractor of the date of this notice. At the expiry of this deadline, and in the event that the Contractor is unable to provide such proof, the Employer shall benefit from the period provided for in Article 13.2.3 to mandate the sums to be paid to the SubContractor, in proportion to the sums remaining due to the Contractor in respect of the draft statements submitted by him. 13.6 Complaint or direct action by a SubContractor If a SubContractor of the Contractor notices the Employer to pay him directly certain sums which he considers to be due to him by the Contractor under the SubContract, the Project Manager may retain the sums claimed on those due to the Contractor, provided that the SubContractor is an approved SubContractor and that his right to direct payment has been previously acknowledged under the Contract or resulting from current regulations. The sums deducted do not bear interest.

Section IX. Contract Forms

Section IX. Contract Forms

Notes on Contract Forms Section IX, Contract Forms, includes the Letter of Acceptance of the bid, the Contract Agreement and the templates of securities required for the Contract. Bidders will not submit these forms at the same time as their bid. Upon notification of the award of the Contract, the Employer will finalize the Letter of Acceptance of the bid and the Contract Agreement and send it to the successful Bidder of the Contract. Two templates of Contract Agreement are provided in the SBD, the first one for one-envelope bidding procedure and the second one for two-envelope bidding procedure. It shall be the responsibility of the Employer to include in the Bidding Documents the Contract Agreement corresponding to the chosen procedure. The successful Bidder will sign the Contract Agreement and return it to the Employer, accompanied by the performance security and, where applicable, the advance payment security, using for this purpose the forms contained in this Section IX.

Section IX. Contract Forms

CF-1

Section IX. Contract Forms List of Forms Letter of Acceptance.........................................................................................................................2 [Option A : one-envelope bidding] Contract Agreement.........................................................................................................................3 [Option B : two-envelope bidding] Contract Agreement.......................................................................................................................5 Performance Security (Demand Guarantee)...................................................................................7 Performance Security (Performance Bond)................................................................................. 9 Advance Payment Security (Demand Guarantee).........................................................................11 Retention Money Security (Demand Guarantee)........................................................................ 13

CF-2

Section IX. Contract Forms

Lettre of Acceptance [letterhead paper of the Employer] Date : [insert date] To : [insert name and address of the Contractor]

This is to notify you that your Bid dated [insert date] for the execution of the Works of [insert name of the Contract and identification number as specified in the Big Data Sheet of the Bidding Documents] for an equivalent Amount of [insert amount (s) and name of currency (s)], as corrected and modified in accordance with the Instructions to Bidders, is hereby accepted by our Agency. You are requested to provide the Performance Security within thirty (30) days in accordance with the GC, using for that purpose the Performance Security Form included in Section IX, Contract Forms. Please accept dear Sir/Madam, our highest consideration. Signature : Name and title of the authorized Signatory : Nam of the Employer : Attachment : Contract Agreement

Section IX. Contract Forms

CF-3

[Option A : one-envelope bidding]

Contract Agreement This Agreement concluded on [insert day and month] 20 [insert year] between [insert name of the Employer], domiciled in [address] (hereinafter referred to as “the Employer”) on one side, and [insert name of the Contractor, or JVCA followed by “jointly, and represented by [name] as joint representative”], domiciled in [address] (hereinafter referred to as “the Contractor”) on the other side, WHEREAS the Employer wishes that the Works should be executed by the Contractor, namely [brief description of the Works], and has accepted a Bid by the Contractor for the execution and completion of these Works and the remedying of any defects therein, It was agreed as follows : 1.

In this Contract, words and expressions shall have the same meaning as respectively assigned to them in the Contractual documents whose list is given hereinafter.

2.

The following documents shall be deemed to be an integral part of the Contract and be read and interpreted accordingly. This Agreement shall prevail over all other Contractual documents. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

the Letter of Acceptance; the Letter of Bid; the addenda Nos [insert addenda numbers, if any]; the Particular Conditions; the Particular Specification; the Drawings; the Price Schedule and Bill of Quantities; the General Conditions; the General Specification; the Acknowledgment of Compliance with Guidelines for Procurement under Japanese ODA Loans.

For the purposes of interpretation, the order of precedence of the documents listed above shall be that of their enumeration. 3.

In consideration of the payments to be made by the Employer to the Contractor, as indicated in this Agreement, the Contractor hereby commits to execute the Works and to remedy defects therein in conformity in all respects with the provisions of the Contract.

4. The Employer hereby commits to pay the Contractor, in consideration of the execution and completion of the Works and the remedying of defects therein, the Contract Amount or any other sum as may become payable under the provisions of the Contract and in the manner prescribed by the Contract.

CF-4

Section IX. Contract Forms

IN WITNESS WHEREOF, the parties hereto have signed this Contract in accordance with the laws of [name of Employer’s country] on the day and year indicated hereabove.

Signed by :

Signed by :

For and on behalf of the Employer In the presence of :

For and on behalf of the Contractor In the presence of :

Witness, name, signature, address, date

Witness, name, signature, address, date

Section IX. Contract Forms

CF-5

[Option B : two-envelope bidding]

Contract Agreement This Agreement concluded on [insert day and month] 20 [insert year] between [insert name of the Employer], domiciled in [address] (hereinafter referred to as “the Employer”) on one side, and [insert name of the Contractor, or JVCA followed by “jointly, and represented by [name] as joint representative”], domiciled in [address] (hereinafter referred to as “the Contractor”) on the other side, WHEREAS the Employer wishes that the Works should be executed by the Contractor, namely [brief description of the Works], and has accepted a Bid by the Contractor for the execution and completion of these Works and the remedying of any defects therein, It was agreed as follows : 1.

In this Contract, words and expressions shall have the same meaning as respectively assigned to them in the Contractual documents whose list is given hereinafter.

2.

The following documents shall be deemed to be an integral part of the Contract and be read and interpreted accordingly. This Agreement shall prevail over all other Contractual documents. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k)

the Letter of Acceptance; the Letter of Technical Proposal; the Letter of Financial Proposal; the addenda Nos [insert addenda numbers, if any]; the Particular Conditions; the Particular Specification; the Drawings; the Price Schedule and Bill of Quantities; the General Conditions; the General Specification; the Acknowledgment of Compliance with Guidelines for Procurement under Japanese ODA Loans.

For the purposes of interpretation, the order of precedence of the documents listed above shall be that of their enumeration. 3.

In consideration of the payments to be made by the Employer to the Contractor, as indicated in this Agreement, the Contractor hereby commits to execute the Works and to remedy defects therein in conformity in all respects with the provisions of the Contract.

4. The Employer hereby commits to pay the Contractor, in consideration of the execution and completion of the Works and the remedying of defects therein, the Contract Amount or any other sum as may become payable under the provisions of the Contract and in the manner prescribed by the Contract.

CF-6

Section IX. Contract Forms

IN WITNESS WHEREOF, the parties hereto have signed this Contract in accordance with the laws of [name of Employer’s country] on the day and year indicated hereabove.

Signed by :

Signed by :

For and on behalf of the Employer In the presence of :

For and on behalf of the Contractor In the presence of :

Witness, name, signature, address, date

Witness, name, signature, address, date

Section IX. Contract Forms

CF-7

Performance Security (Demand Guarantee) [letterhead paper of the Guarantor or Swift code]

Beneficiary :

[name and address of the Employer]

Date :

[date]

Performance Security No : Guarantor :

[insert number of the security]

[name and address of the issuing bank, unless provided in the letterhead paper]

We have been informed that __________ [insert name of the Contractor, in case of JVCA, insert name of the JVCA] (hereinafter referred to as "the Contractor") has entered with the Beneficiary into the Contract No. __________ [insert reference number of the Contract] dated ________ [insert date of the Contract] for the execution of ____________________ [insert name of Contract and brief description of the Works] (hereinafter referred to as "the Contract"). Furthermore, we understand that, according to the conditions of the Contract, a Performance Security is required. At the request of the Contractor, we, as guarantor, hereby irrevocably undertake to pay the Beneficiary any sum not exceeding in total the amount of the guarantee of _______________ (___) [insert amount in words and figures, and indicate currency]1. This amount shall be paid in the currencies and in the proportions thereof in which the Contract Amount will be paid, upon receipt by us of a valid request from the Beneficiary, supported by a declaration of the Beneficiary, directly included in the request or in a separate signed document attached to the request, or identifying it and indicating that the Contractor is in breach of its obligations under the Contract, without the Beneficiary having to prove or show grounds for the request or the amount set out therein. This guarantee shall expire no later than the __________2, and any request for payment shall be received before that date at the address indicated hereabove. 1

The Guarantor shall insert an amount representing the percentage of the Contract Amount specified in the Letter of Acceptance of the bid, excluding the provisional sums, where applicable, and denominated either in the currency(cies) of the Contract or a freely convertible currency acceptable to the Beneficiary. 2 Insert the date representing thirty (30) days after the expected date of final acceptance of the Works, in accordance with Article 42 of the GC. The Beneficiary should note that in the event of an extension of the Time for Completion, he would need to request an extension of this guarantee from the Guarantor. Such request shall be in writing and shall be made prior to the expiration date established in the guarantee. In preparing this guarantee, the Beneficiary might consider adding the following text to the form, at the end of the penultimate paragraph : “The Guarantor agrees to a one-time extension of this guarantee for a period not to exceed [six months][one year], in response to the Beneficiary’s written request for such extension, such request to be presented to the Guarantor before the expiry of the guarantee.”

CF-8

Section IX. Contract Forms

This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG), revised in 2010, ICC Publication No. 758, except for Article 15 (a) whose application is hereby excluded.

[signature] [Note: All italicized text (including footnotes) is provided to facilitate the preparation of this form and shall be deleted from the final document.]

Section IX. Contract Forms

CF-9

Performance Security (Performance Bond)

By this Performance Security (Bond), [insert name and address of the Contractor] as the Contractor (hereinafter referred to as “the Contractor”) and [insert name, legal name and address of the guarantor, surety or insurance company] as guarantor (hereinafter referred to as “the Guarantor”) are held and firmly bound unto [insert name of the Employer] as beneficiary (hereinafter referred to as “the Beneficiary”) in the amount1 of [insert amount in figures and in words], this amount being payable in the types and proportions of currencies in which the Contract Amount is payable, the Contractor and the Guarantor bind themselves, as well as their heirs, signatories, administrators, successors and assigns, jointly and severally by these presents. WHEREAS the Contractor has entered into a written Agreement with the Beneficiary dated [insert day/month/year] for [insert the name of Contract and a brief description of the Works] in accordance with the documents, plans, specifications, and amendments thereto, which to the extent herein provided for, are by reference part of the Contract and are hereinafter referred to as the Contract. NOW THEREFORE, the condition of this obligation is such that, if the Contractor shall promptly and faithfully perform the Contract (including any amendment thereto), then this obligation shall be null and void; otherwise, it shall remain in full force and effect. Whenever the Contractor shall be, and declared by the Beneficiary to be, in default under the Contract, the Beneficiary having performed his own obligations thereunder, the Guarantor may promptly remedy the default, or shall promptly:

1

1)

complete the Contract in accordance with its terms and conditions; or

2)

obtain one or several bids from qualified Bidders for the completion of the Contract in accordance with its terms and conditions, and upon determination by the Beneficiary and the Guarantor of the Bidder with the lowest evaluated bid which is essentially responsive to the provisions of the Bidding Documents, arrange for a Contract between such Bidder and the Beneficiary, and make available, as work progresses (even though there should be a default or a succession of defaults, under the Contract or Contracts, of completion arranged under this paragraph) sufficient funds to pay the cost of completion, net of the Balance of the Contract Amount, but not exceeding, including other costs and damages for which the Guarantor may be liable under the Contract, the amount stipulated in the first paragraph hereof. The term “Balance of the Contract Amount”, as used in this paragraph, shall mean the total amount payable by the Beneficiary to the Contractor under the Contract, net of the amount properly paid by the Beneficiary to the Contractor; or

(3)

pay the Beneficiary the amount required by Beneficiary to complete the Contract in accordance with its terms and conditions, up to a total amount not exceeding the amount of this Bond.

An amount shall be inserted by the Guarantor representing the percentage of the Contract Amount specified in the Letter of Acceptance of the bid and denominated in the Contract currency (s) or in a freely convertible currency acceptable to the Beneficiary.

CF-10

Section IX. Contract Forms

The Guarantor shall not be liable for a greater amount than the one specified in this Bond. Any suit under this Bond shall be instituted before the expiration of one year from the date of the issuing of the provisional acceptance. No right of action shall accrue on this Bond to or for the use of any person or corporation other than the Beneficiary named herein or the heirs, executors, administrators, successors, and assigns of the Beneficiary. In testimony whereof, the Contractor has hereunto affixed his signature and seal, and the Guarantor has hereunto affixed his seal, duly attested by the signature of his legal representative, this [insert day] of [insert month and year].

SIGNED ON

SIGNED ON

On behalf of

On behalf of

By

By

In the capacity of

In the capacity of

In the presence of

In the presence of

[Note: All italicized text (including footnotes) is provided to facilitate the preparation of this form and shall be deleted from the final document.]

Section IX. Contract Forms

CF-11

Advance Payment Security (Demand Guarantee) [letterhead paper of the Guarantor or Swift code]

Beneficiary :

[name and address of the Employer]

Date :

[date]

Advance Payment Security No : Guarantor :

[insert number of the security]

[name and address of the issuing bank, unless provided in the letterhead paper]

We have been informed that __________ [insert name of the Contractor, in case of JVCA, insert name of the JVCA] (hereinafter referred to as "the Contractor") has entered with the Beneficiary into the Contract No. __________ [insert reference number of the Contract] dated ________ [insert date of the Contract] for the execution of ____________________ [insert name of Contract and brief description of the Works] (hereinafter referred to as "the Contract"). Furthermore, we understand that, according to the conditions of the Contract, an advance payment of ___________ (___) [insert amount in figures and words, and insert currency] is to be made against an advance payment guarantee. At the request of the Contractor, we, as guarantor, hereby irrevocably undertake to pay the Beneficiary any sum not exceeding in total the amount of the guarantee of _______________ (___) [insert amount in words and figures, and indicate currency]1 upon receipt by us of a valid request from the Beneficiary, supported by a declaration of the Beneficiary, directly included in the request or in a separate signed document attached to the request, or identifying it and indicating that the Contractor : (a) has used the advance for purposes other than to finance the mobilization costs of the Works; or (b) has not repaid the advance under the conditions specified in the Contract, specifying the amount not reimbursed by the Contractor. Any claim under this guarantee must be accompanied by a certificate from the Beneficiary's bank stating that the advance mentioned above has been credited to the bank account number [insert account number] of the Contractor domiciled at [name and address of Contractor's bank].

1

An amount shall be inserted by the Guarantor representing the advance amount denominated in the Contract currency (s) or in a freely convertible currency acceptable to the Beneficiary.

CF-12

Section IX. Contract Forms

The amount of this guarantee shall be progressively reduced by the amount of the advance payment repaid by the Contractor as indicated in the monthly statements whose copies shall be presented to us. This guarantee shall expire, at the latest, on the earlier of the following dates : upon our receipt of a copy of the interim statement indicating that ninety (90) percent of the Contract Amount (excluding provisional sums) has been certified for payment, or on the day of _________2 . Consequently, any demand for payment under this guarantee shall be received by us on or before that date. This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG), revised in 2010, ICC Publication No. 758, except for Article 15 (a) whose application is hereby excluded.

[Signature]

[Note: All italicized text (including footnotes) is provided to facilitate the preparation of this form and shall be deleted from the final document.

2

Insert the date scheduled for the Provisional Acceptance, in accordance with Article 41 of the GC. The Beneficiary shall take into account the fact that in the case of an extension of the duration of the Contract, he shall request the Guarantor to extend the period of this guarantee. Such request shall be made in writing prior to the expiry date mentioned in the guarantee. In preparing the guarantee, the Beneficiary may consider adding, at the end of the penultimate paragraph of the form, the following provision: "Upon written request from the Beneficiary prior to the expiration of this guarantee, the Guarantor undertakes to extend the duration of this guarantee for a period not exceeding [six months] [one year]. Such an extension will be granted only once."

Section IX. Contract Forms

CF-13

Retention Money Security (Demand Guarantee) [letterhead paper of the Guarantor or Swift code]

Beneficiary :

[name and address of the Employer]

Date :

[date]

Retention Money Security No : Guarantor :

[insert number of the security]

[name and address of the issuing bank, unless provided in the letterhead paper]

We have been informed that __________ [insert name of the Contractor, in case of JVCA, insert name of the JVCA] (hereinafter referred to as "the Contractor") has entered with the Beneficiary into the Contract No. ____ [insert reference number of the Contract] dated ________ [insert date of the Contract] for the execution of ____________________ [insert name of Contract and brief description of the Works] (hereinafter referred to as "the Contract"). Furthermore, we understand that, according to the conditions of the Contract, the Beneficiary shall withhold a security within the limit of the percentage established in the Contract ("Retention Money") and, where the provisional acceptance has been granted and the first half of Retention Money released, the second half of the Retention Money will be replaced by a bank guarantee of the same amount. At the request of the Contractor, we, as guarantor, hereby irrevocably undertake to pay the Beneficiary any sum not exceeding in total the amount of the guarantee of _______________ (___) [insert amount in words and figures, and indicate currency]1 upon receipt by us of a valid request from the Beneficiary, supported by a declaration of the Beneficiary, directly included in the request or in a separate signed document attached to the request, or identifying it and indicating that the Contractor is in breach of its obligations under the Contract, without the Beneficiary having to prove or show grounds for the request or the amount set out therein.

1

An amount shall be inserted by the Guarantor representing half of the retention money denominated in the currency (s) in which the retention has been made, as stipulated in the Contract, oror in a freely convertible currency acceptable to the Beneficiary.

CF-14

Section IX. Contract Forms

Any claim under this guarantee must be accompanied by a certificate from the Beneficiary's bank stating that the second half of the Retention Money mentioned above has been credited to the bank account number [insert account number] of the Contractor domiciled at [name and address of Contractor's bank]. This guarantee shall expire, at the latest, on _________2 . Consequently, any demand for payment under this guarantee shall be received by us before that date at the address mentioned above. This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG), revised in 2010, ICC Publication No. 758, except for Article 15 (a) whose application is hereby excluded.

[Signature]

[Note: All italicized text (including footnotes) is provided to facilitate the preparation of this form and shall be deleted from the final document.

2

Insert the same date as the date of expiry of the Performance Security, ie thirty (30) days after the Final Acceptance as described in Article 42 of the GC. The Beneficiary shall take into account the fact that in the case of an extension of the duration of the Contract, he shall request the Guarantor to extend the period of this guarantee. Such request shall be made in writing prior to the expiry date mentioned in the guarantee. In preparing the guarantee, the Beneficiary may consider adding the following provision at the end of the penultimate paragraph: "The Guarantor shall, at the written request of the Beneficiary made before the expiration of this guarantee, extend the duration of this guarantee for a period not exceeding [six months] [one year]. Such an extension will be granted only once."

URL:http://www.jica.go.jp E-mail: