BIDDING DOCUMENT (SINGLE-STAGE)

Issued on:

August 23, 2019

for the Procurement of

ENHANCEMENT OF THE BUSINESS REGISTRATION SYSTEM

PSF/CEDP/NCONS/19-20/00018

Project: Competitiveness and Enterprise Development Project

Purchaser: Private Sector Foundation Uganda (PSFU)

 CONTENTS
Section I. Instructions to Bidders (ITB) 5
Table of Clauses 5
Section II. Bid Data Sheet (BDS) 41
Section III. Eligible Countries for the Provision of Goods, Works, and Services in
Bank-Financed Procurement 55
Eligible Countries for the Provision of Goods, Works, and Services in Bank-Financed
Procurement 55
Section IV. General Conditions of Contract 57
Table of Clauses 57
Section V. Special Conditions of Contract (SCC) 131
Table of Clauses 131
Section VI. Technical Requirements (including Implementation Schedule) 147
Table of Contents: Technical Requirements 147
Section VII. Sample Forms 203
Notes to Bidders on working with the Sample Forms 203
Table of Sample Forms 206
Section I. Instructions to Bidders 5

SECTION I. INSTRUCTIONS TO BIDDERS (ITB)

(Single-Stage Bidding)
Table of Clauses
A. General 7
1. Scope of Bid and Bidding Process 7
2. Source of Funds 7
3. Fraud and Corruption 8
4. Eligible Bidders 10
5. Eligible Goods and Services 11
6. Qualifications of the Bidder12
7. Cost of Bidding 15
8. Site Visit 15
B. The Bidding Documents 15
9. Content of Bidding Documents 15
10. Clarification of Bidding Documents and Pre-bid Meeting 16
11. Amendment of Bidding Documents 17
C. Preparation of Bids 17
12. Language of Bid 17
13. Documents Comprising the Bid 17
14. Bid Prices 19
15. Bid Currencies 22
16. Documents Establishing the Conformity of the Information System to the Bidding
Documents 22
17. Securing the Bid 23
18. Period of Validity of Bids 25
19. Format and Signing of Bid 26
D. Submission of Bids 26
20. Sealing and Marking of Bids 26
21. Deadline for Submission of Bids 27
22. Late Bids 27
23. Withdrawal, Substitution, and Modification of Bids 27
E. Bid Opening and Evaluation 28
24. Opening of Bids by Purchaser 28
25. Clarification of Bids29
26. Preliminary Examination of Bids 30
27. Conversion to Single Currency 31
28. Evaluation and Comparison of Bids 31
29. Domestic Preference 36
30. Contacting the Purchaser 36
 6

F. Postqualification and Award of Contract 37

31. Postqualification 37
32. Award Criteria 37
33. Purchaser’s Right to Vary Quantities at Time of Award 37
34. Purchaser’s Right to Accept Any Bid and to Reject Any or All Bids 38
35. Notification of Award 38
36. Signing of Contract 39
37. Performance Security 39
38. Adjudicator 39
Section I. Instructions to Bidders 7

Instructions to Bidders

A. GENERAL
1. Scope of Bid 1.1 The Purchaser named in the BDS and the SCC for GCC Clause
and Bidding 1.1 (b) (i), or its duly authorized Purchasing Agent if so
Process specified in the BDS (interchangeably referred to as “the
Purchaser” in these Bidding Documents), invites bids for the
supply and installation of the Information System (IS), as briefly
described in the BDS and specified in greater detail in these
Bidding Documents.
1.2 The title and identification number of the Invitation for Bids
(IFB) and resulting Contract(s) are provided in the BDS.
1.3 Throughout the Bidding Documents, the term "in writing" means
communicated in written form (e.g. by mail, e-mail, fax, telex)
with proof of receipt, and the term "days" means calendar days
unless a different meaning is evident from the context.
1.4 If the BDS so provides, alternative procedures forming part or
all of what is commonly known as e-Tendering are available to
the extent specified in, or referred to by, the BDS.
2. Source of 2.1 The Borrower named in the BDS has applied for or received a
Funds loan or credit (as identified in the BDS, and called a “loan” in
these Bidding Documents) from the International Bank for
Reconstruction and Development or the International
Development Association (called “the Bank” in these Bidding
Documents) equivalent to the amount indicated in the BDS
toward the cost of the Project specified in the BDS. The
Borrower intends to apply a portion of the proceeds of this loan
to eligible payments under the Contract for which these Bidding
Documents are issued.
2.2 Payment by the Bank will be made only at the request of the
Borrower, or the Borrower’s executing agency, and upon
approval by the Bank in accordance with the terms and
conditions of the Loan Agreement, and will be subject in all
respects to the terms and conditions of that agreement. The
Loan Agreement prohibits a withdrawal from the loan account
for the purpose of any payment to persons or entities, or for any
import of goods, if such payment or import, to the knowledge of
the Bank, is prohibited by a decision of the United Nations
Security Council taken under Chapter VII of the Charter of the
United Nations. No party other than the Borrower shall derive
any rights from the Loan Agreement or have any claim to the
8 Section I. Instructions to Bidders

loan proceeds.
3. Fraud and 3.1 It is the Bank’s policy to require that Borrowers (including
Corruption beneficiaries of Bank loans), as well as bidders, suppliers, and
contractors and their subcontractors under Bank-financed
contracts, observe the highest standard of ethics during the
procurement and execution of such contracts.1 In pursuance of
this policy, the Bank:
(a) defines, for the purposes of this provision, the terms set
forth below as follows:
(i) “corrupt practice”2 is the offering, giving, receiving
or soliciting, directly or indirectly, of anything of
value to influence improperly the actions of another
party;
(ii) “fraudulent practice”3 is any act or omission,
including a misrepresentation, that knowingly or
recklessly misleads, or attempts to mislead, a party
to obtain a financial or other benefit or to avoid an
obligation;
(iii) “collusive practice”4 is an arrangement between two
or more parties designed to achieve an improper
purpose, including to influence improperly the
actions of another party;
(iv) “coercive practice”5 is impairing or harming, or
threatening to impair or harm, directly or indirectly,
any party or the property of the party to influence
improperly the actions of a party;
(v) “obstructive practice” is
(aa) deliberately destroying, falsifying, altering or
concealing of evidence material to the
investigation or making false statements to
investigators in order to materially impede a
1
In this context, any action taken by a bidder, supplier, contractor, or a sub-contractor to influence the
procurement process or contract execution for undue advantage is improper.
2
“Another party” refers to a public official acting in relation to the procurement process or contract
execution]. In this context, “public official” includes World Bank staff and employees of other
organizations taking or reviewing procurement decisions.
3
A “party” refers to a public official; the terms “benefit” and “obligation” relate to the procurement
process or contract execution; and the “act or omission” is intended to influence the procurement process or
contract execution.
4
“Parties” refers to participants in the procurement process (including public officials) attempting to
establish bid prices at artificial, non competitive levels.
5
A “party” refers to a participant in the procurement process or contract execution.
Section I. Instructions to Bidders 9

Bank investigation into allegations of a

corrupt, fraudulent, coercive or collusive
practice; and/or threatening, harassing or
intimidating any party to prevent it from
disclosing its knowledge of matters relevant to
the investigation or from pursuing the
investigation; or
(bb) acts intended to materially impede the exercise
of the Bank’s inspection and audit rights
provided for under sub-clause 3.1 (e) below.
(b) will reject a proposal for award if it determines that the
bidder recommended for award has, directly or through an
agent, engaged in corrupt, fraudulent, collusive, coercive
or obstructive practices in competing for the contract in
question;
(c) will cancel the portion of the loan allocated to a contract if
it determines at any time that representatives of the
Borrower or of a beneficiary of the loan engaged in
corrupt, fraudulent, collusive, or coercive practices during
the procurement or the execution of that contract, without
the Borrower having taken timely and appropriate action
satisfactory to the Bank to address such practices when
they occur;
(d) will sanction a firm or individual, including declaring
ineligible, either indefinitely or for a stated period of time,
to be awarded a Bank-financed contract if it at any time
determines that the firm has, directly or through an agent,
engaged in corrupt, fraudulent, collusive, coercive or
obstructive practices in competing for, or in executing, a
Bank-financed contract; and
(e) will have the right to require that a provision be included
in bidding documents and in contracts financed by a Bank
loan, requiring bidders, suppliers, and contractors and
their sub-contractors to permit the Bank to inspect their
accounts and records and other documents relating to the
bid submission and contract performance and to have
them audited by auditors appointed by the Bank.
3.2 Furthermore, Bidders shall be aware of the provision stated in
Clause 9.8 and Clause 41.2 of the General Conditions of Contract.
3.3 Any communications between the Bidder and the Purchaser
related to matters of alleged fraud or corruption must be made in
writing.
10 Section I. Instructions to Bidders

3.4 By signing the Bid Submission Form, the Bidder represents that
it either is the owner of the Intellectual Property Rights in the
hardware, software or materials offered, or that it has proper
authorization and/or license to offer them from the owner of
such rights. For the purpose of this Clause, Intellectual Property
Rights shall be as defined in GCC Clause 1.1 (c) (xvii). Willful
misrepresentation of these facts shall be considered a fraudulent
practice subject to the provisions of Clauses 3.1 through 3.4
above, without prejudice of other remedies that the Purchaser
may take.
4. Eligible 4.1 A Bidder, and all parties constituting the Bidder, may have the
Bidders nationality of any country, subject to the restrictions specified in
Section III, Eligible Countries. A Bidder shall be deemed to
have the nationality of a country if the Bidder is a citizen or is
constituted, incorporated, or registered and operates in
conformity with the provisions of the laws of that country.
4.2 If a prequalification process has been undertaken for the
Contract(s) for which these Bidding Documents have been
issued, only those Bidders may participate that had been
prequalified and continue to meet the eligibility criteria of this
Clause. A prequalified Joint Venture may not change partners or
its structure when submitting a bid.
4.3 A firm may be excluded from bidding if:
(a) it was engaged by the Purchaser to provide consulting
services for the preparation of the design, specifications, or
other documents to be used for the procurement of the
Information System described in these Bidding
Documents; or
(b) it is a government-owned enterprise in the Borrower’s
country, unless it can establish that it (i) is legally and
financially autonomous and (ii) operates under commercial
law. No dependent agency of the Borrower or Sub-
Borrower shall be permitted to bid.
4.4 A firm that has been determined to be ineligible by the Bank in
relation to the Bank Guidelines On Preventing and Combating
Fraud and Corruption in Projects Financed by IBRD Loans and
IDA Credits and Grants shall be not be eligible to be awarded a
contract.
4.5 A firm or individual is or will be disqualified from participation
in this bidding if, at any time from advertisement of the bidding
until and including contract award, the firm or individual is
Section I. Instructions to Bidders 11

under:
(a) a suspension by the Purchaser agreed by the Bank as a
result of execution of a Bid-Securing Declaration pursuant
to ITB Clause 17.6 in another Bank-financed procurement,
or under a suspension by the Purchaser for other reasons
that have been agreed by the Bank; or
(b) a declaration of ineligibility by the Bank in accordance
with ITB Clause 3.1 (d). The list of individuals and firms
debarred from participating in World Bank projects is
available at http://www.worldbank.org/debarr/, or
(c) a sanction imposed by the United Nations Security
Council, as mentioned in ITB Clause 2.2.
4.6 A firm or other entity that is ineligible according to any of the
above provisions of this Clause, may also not participate as a
Joint Venture partner, or as Subcontractor for or supplier of
goods, works or services. If a bid becomes materially
incomplete after removing ineligible entities, the bid may be
disqualified.
4.7 Bidders shall provide such evidence of their continued eligibility
satisfactory to the Purchaser, as the Purchaser shall reasonably
request.
5. Eligible Goods 5.1 For the purposes of these Bidding Documents, the Information
and Services System means all:
(a) the required information technologies, including all
information processing and communications-related
hardware, software, supplies, and consumable items that
the Supplier is required to supply and install under the
Contract, plus all associated documentation, and all other
materials and goods to be supplied, installed, integrated,
and made operational (collectively called “the Goods” in
some clauses of the ITB); and
(b) the related software development, transportation,
insurance, installation, customization, integration,
commissioning, training, technical support, maintenance,
repair, and other services necessary for proper operation of
the Information System to be provided by the selected
Bidder and as specified in the Contract.
5.2 Funds from Bank loans are disbursed only for expenditures for
an Information System made up of goods and services provided
by nationals of, and produced in or supplied from, eligible
12 Section I. Instructions to Bidders

source countries as defined in Section III, Eligible Countries.

An Information System is deemed to be produced in a certain
country when, in the territory of that country, through software
development, manufacturing, or substantial and major assembly
or integration of components, a commercially recognized
product results that is substantially different in basic
characteristics or in purpose or utility from its components.
5.3 For purposes of this clause, the nationality of the Bidder is
distinct from the country in which the Information System and
its goods components are produced or from which the related
services are supplied.
6. Qualifications 6.1 By submission of documentary evidence in its bid, the Bidder
of the Bidder must establish to the Purchaser’s satisfaction:
(a) that it has the financial, technical, and production
capability necessary to perform the Contract, meets the
qualification criteria specified in the BDS, and has a
successful performance history. If a prequalification
process has been undertaken for the Contract(s) for which
these Bidding Documents have been issued, the Bidder
shall, as part of its bid, update any information submitted
with its application for prequalification;
(For the purposes of establishing a Bidder’s qualifications,
and unless stated to the contrary in the BDS, the
experience and / or resources of any Subcontractor will
not contribute to the Bidder’s qualifications; only those of
a Joint Venture partner will be considered.)
(b) that, in the case of a Bidder offering to supply key goods
components of the Information System, as identified in
the BDS, that the Bidder does not itself produce, the
Bidder is duly authorized by the producer to supply those
components in the Purchaser’s country under the
Contract(s) that may result from this bidding; (This will be
accomplished by including Manufacturer’s Authorizations
in the bid, based on the sample found in Section VII.)
(c) that, if a Bidder proposes Subcontractors for key services
if and as identified in the BDS, these Subcontractors
have agreed in writing to serve for the Bidder under the
Contract(s) that may result from this bidding; and
(d) that, in the case of a Bidder not doing business within the
Purchaser’s country, the Bidder is or will be (if awarded
the Contract) represented by an Agent in that country who
Section I. Instructions to Bidders 13

is equipped and able to carry out the Bidder’s

maintenance, technical support, training, and repair
obligations prescribed in the General and Special
Conditions of Contract, and/or Technical Requirements.
6.2 Bids submitted by a Joint Venture of two or more firms as
partners shall also comply with the following requirements:
(a) the bid shall be signed so as to be legally binding on all
partners;
(b) one of the partners shall be nominated as being in charge,
and this nomination shall be evidenced by submitting a
power of attorney signed by legally authorized signatories
of all the partners;
(c) the partner in charge shall be authorized to incur liabilities
and receive instructions for and on behalf of any and all
partners of the Joint Venture, and the entire execution of
the Contract, including payment, shall be done exclusively
with the partner in charge;
(d) the partner or combination of partners that is responsible
for a specific component of the Information System must
meet the relevant minimum qualification criteria for that
component;
(e) a firm may submit bids either as a single Bidder on its
own, or as partner in one, and only one, Joint Venture. If,
as a result of the bid opening pursuant to ITB Clause 24,
this requirement is not met, all bids involving the firm as a
single Bidder or Joint Venture partner will be disqualified;
(f) all partners of the Joint Venture shall be liable jointly and
severally for the execution of the Contract in accordance
with the Contract terms, and a statement to this effect shall
be included in the authorization mentioned under ITB
Clause 6.2 (b) above, in the bid as well as in the Contract
(in case of a successful bid).
6.3 If a Bidder intends to subcontract major items of supply or
services, it shall include in the bid details of the name and
nationality of the proposed Subcontractor for each of those items
and shall be responsible for ensuring that any Subcontractor
proposed complies with the requirements of ITB Clause 4, and
that any Goods or Services components of the Information
System to be provided by the Subcontractor comply with the
requirements of ITB Clause 5 and the related evidence required
14 Section I. Instructions to Bidders

by ITB Clause 13.1 (e) (iii) is submitted. Bidders are free to list
more than one Subcontractor against each item. Quoted rates
and prices will be deemed to apply, whichever Subcontractor is
appointed, and no adjustment of the rates or prices will be
permitted. The Purchaser reserves the right to delete any
proposed Subcontractor from the list. This shall be done prior to
Contract signature, by deleting such unacceptable
Subcontractors from Appendix 3 to the Contract Agreement,
which shall list the approved Subcontractors for each item prior
to Contract signature. Subsequent additions and deletions from
the list of approved Subcontractors shall be performed in
accordance with GCC Clause 20 (as revised in the SCC, if
applicable) and Appendix 3 to the Contract Agreement.
For the purposes of these Bidding Documents, a Subcontractor is
any vendor or service provider with whom the Bidder contracts
for the supply or execution of any part of the Information
System to be provided by the Bidder under the Contract (such as
the supply of major hardware, software, or other components of
the required Information Technologies specified, or the
performance of related Services, e.g., software development,
transportation, installation, customization, integration,
commissioning, training, technical support, maintenance, repair,
etc.).
6.4 A firm which is a Bidder, whether as a single Bidder or as a
partner in a Joint Venture, cannot be a Subcontractor in other
bids, except for the supply of commercially available hardware
or software by the firm, as well as purely incidental services
such as installation/configuration, routine training, and ongoing
maintenance/support. If the BDS for ITB Clause 6.1 (a) allows
the qualification of Subcontractors nominated for certain
components to be taken into account in assessing the Bidder’s
overall qualifications, any Subcontractor so nominated by any
Bidder is automatically disqualified from being a Bidder itself or
a partner in a Joint Venture. The same will normally apply to
firms that have provided Subcontractor agreements for certain
services pursuant to ITB Clause 6.1 (c). Non-compliance may
result in the rejection of all bids in which the affected firm
participates as Bidder or as partner in a Joint Venture. As long
as in compliance with these provisions, or as long as unaffected
by them due to not participating as Bidder or as partner in a Joint
Venture, a firm may be proposed as a Subcontractor in any
number of bids. If the BDS for ITB 28.1 permits the submission
of bids for Subsystems, lots, or slices, then the provisions of this
Clause 6.4 apply only to bids for the same Subsystem(s), lot(s),
Section I. Instructions to Bidders 15

or slice(s);
7. Cost of 7.1 The Bidder shall bear all costs associated with the preparation
Bidding and submission of its bid, and the Purchaser will in no case be
responsible or liable for those costs.
8. Site Visit 8.1 The Bidder may wish to visit and examine the site or sites of the
Information System and obtain for itself, at its own
responsibility and risk, all information that may be necessary for
preparing the bid and entering into the Contract. The costs of
visiting the site or sites shall be at the Bidder’s own expense.
8.2 The Purchaser will arrange for the Bidder and any of its
personnel or agents to gain access to the relevant site or sites,
provided that the Bidder gives the Purchaser adequate notice of a
proposed visit of at least fourteen (14) days. Alternatively, the
Purchaser may organize a site visit or visits concurrently with
the pre-bid meeting, as specified in the BDS for ITB Clause
10.2. Failure of a Bidder to make a site visit will not be a cause
for its disqualification.
8.3 No site visits shall be arranged or scheduled after the deadline
for the submission of the Bids and prior to the award of
Contract.

B. THE BIDDING DOCUMENTS

9. Content of 9.1 The contents of the Bidding Documents are listed below and
Bidding should be read in conjunction with any addenda issued in
Documents accordance with ITB Clause 11:
Section I Instructions to Bidders (ITB)
Section II Bid Data Sheet (BDS)
Section III Eligible Countries for the Provision of Goods,
Works, and Services in Bank-Financed
Procurement
Section IV General Conditions of Contract (GCC)
Section V Special Conditions of Contract (SCC)
Section VI Technical Requirements (including
Implementation Schedule)
Section VII Sample Forms
9.2 Bidders are expected to examine all instructions, forms, terms,
specifications, and other information in the Bidding Documents.
16 Section I. Instructions to Bidders

Failure to furnish all information required by the Bidding

Documents or to submit a bid not substantially responsive to the
Bidding Documents in every respect will be at the Bidder’s risk
and may result in the rejection of its bid.
9.3 The Invitation for Bids is not formally part of the Bidding
Documents and is included for reference only. In case of
inconsistencies, the actual Bidding Documents shall prevail.
10. Clarification of 10.1 A prospective Bidder requiring any clarification of the Bidding
Bidding Documents may notify the Purchaser in writing at the
Documents Purchaser’s address and by one of the means indicated in the
and Pre-bid BDS. Similarly, if a Bidder feels that any important provision in
Meeting the documents will be unacceptable, such an issue should be
raised as soon as possible. The Purchaser will respond in
writing to any request for clarification or modification of the
Bidding Documents that it receives no later than twenty-one (21)
days prior to the deadline for submission of bids prescribed by
the Purchaser. Copies of the Purchaser’s response (including an
explanation of the query but not identifying its source) will be
sent to all prospective Bidders that received the Bidding
Documents from the Purchaser.
10.2 When specified in the BDS, the Purchaser will organize and
Bidders are welcome to attend a pre-bid meeting at the time and
place indicated in the BDS. The purpose of the meeting will be
to clarify issues and answer questions on any matter that may be
raised at this stage, with particular attention to issues related to
the Technical Requirements. Bidders are requested to submit
any questions in writing to reach the Purchaser not later than one
week before the meeting. Questions and answers will be
transmitted in accordance with ITB Clause 10.1. Minutes of the
meeting, including the questions raised and responses given,
together with any responses prepared after the meeting, will be
transmitted without delay to all those that received the Bidding
Documents from the Purchaser. Any modification to the
Bidding Documents listed in ITB Clause 9.1, which may
become necessary as a result of the pre-bid meeting, shall be
made by the Purchaser exclusively by issuing an Addendum
pursuant to ITB Clause 11 and not through the minutes of the
pre-bid meeting.
11. Amendment of 11.1 At any time prior to the deadline for submission of bids, the
Bidding Purchaser may, for any reason, whether at its own initiative or in
Documents response to a clarification requested by a prospective Bidder,
amend the Bidding Documents. Later amendments on the same
subject modify or replace earlier ones.
Section I. Instructions to Bidders 17

11.2 Amendments will be provided in the form of Addenda to the

Bidding Documents, which will be sent in writing to all
prospective Bidders that received the Bidding Documents from
the Purchaser. Addenda will be binding on Bidders. Bidders are
required to immediately acknowledge receipt of any such
Addenda. It will be assumed that the amendments contained in
such Addenda will have been taken into account by the Bidder in
its bid.
11.3 In order to afford prospective Bidders reasonable time in which
to take the amendment into account in preparing their bids, the
Purchaser may, at its discretion, extend the deadline for the
submission of bids, in which case, the Purchaser will notify all
Bidders in writing of the extended deadline.

C. PREPARATION OF BIDS
18 Section I. Instructions to Bidders

12. Language of 12.1 The bid prepared by the Bidder and all correspondence and
Bid documents related to the bid exchanged by the Bidder and the
Purchaser shall be written in the language specified in the BDS,
or, if the BDS so provides, in either one of two languages
specified there. Any printed literature furnished by the Bidder as
part of its bid may be in a language not specified in the BDS, as
long as such literature is accompanied by a translation of its
pertinent passages into the language of the bid, in which case,
for purposes of interpretation of the bid, the translation shall
govern.
13. Documents 13.1 The bid submitted by the Bidder shall comprise:
Comprising
the Bid (a) Bid Submission Form completed and signed by a person or
persons duly authorized to bind the Bidder to the Contract;
(b) all Price Schedules duly completed in accordance with ITB
Clauses 14, 15, and 18 and signed by a person or persons
duly authorized to bind the Bidder to the Contract;
(c) if required, Bid-securing Declaration or Bid Security
furnished in accordance with ITB Clause 17;
(d) written confirmation authorizing the signatory of the bid to
commit the Bidder, in accordance with ITB Clause 19.2;
(e) Attachments:
(i) Attachment 1: Bidder’s Eligibility
In the absence of prequalification, documents
establishing to the Purchaser’s satisfaction the
Bidder’s eligibility to bid, including but not limited to
documentary evidence that the Bidder is legally
incorporated in a territory of an eligible source
country as defined under ITB Clause 4;
(ii) Attachment 2: Bidder’s Qualifications
Documentary evidence establishing to the
Purchaser’s satisfaction, and in accordance with ITB
Clause 6, that the Bidder is qualified to perform the
Contract if its bid is accepted. In the case where
prequalification of Bidders has been undertaken, and
pursuant to ITB Clause 6.1 (a), the Bidder must
provide evidence on any changes in the information
submitted as the basis for prequalification or, if there
has been no change at all in said information, a
statement to this effect;
Section I. Instructions to Bidders 19

Any Manufacturer’s Authorizations and Subcontractor

agreements specified as required in the BDS for ITB
Clauses 6.1 (b) and 6.1 (c);
(iii) Attachment 3: Eligibility of Goods and Services
Documents establishing, to the Purchaser’s
satisfaction, that the Goods and Services components
of the Information System to be supplied, installed,
and/or performed by the Bidder are eligible Goods
and Services as defined under ITB Clause 5. If
awarded the Contract, the Bidder shall submit for
such components of the Information System evidence
of eligibility, which shall be confirmed by a
certificate of origin issued at the time of shipment;
(iv) Attachment 4: Conformity of the Information System
to the Bidding Documents
Documentary evidence establishing to the
Purchaser’s satisfaction, and in accordance with ITB
Clause 16, that the Goods and Services components
of the Information System to be supplied, installed,
and/or performed by the Bidder conform to the
Bidding Documents;
(v) Attachment 5: Proposed Subcontractors
A list of all major items of Goods or Services that the
Bidder proposes to purchase or subcontract from
others, and the name and nationality of the proposed
Subcontractor, including vendors, for each of those
items;
(vi) Attachment 6: Intellectual Property
A list of:
(1) all Software included in the Bidder’s bid,
assigning each item to one of the software
categories defined in GCC Clause 1.1 (c):
(A) System, General Purpose, and Application
Software; and
(B) Standard and Custom Software.
(2) all Custom Materials, as defined in GCC Clause
1.1 (c), included in the Bidder’s bid.
All Materials not identified as Custom Materials shall
20 Section I. Instructions to Bidders

be deemed Standard Materials, as defined in GCC

Clause 1.1 (c).
Re-assignments among the Software and Materials
categories, if necessary, will be made during the
implementation of the Contract according to GCC
Clause 39 (Changes to the System).
14. Bid Prices 14.1 All Goods and Services identified in the Supply and Installation
Cost Sub-Table and the Recurrent Cost Sub-Table in Section VII
(Forms 2.5 and 2.6), and all other Goods and Services proposed
by the Bidder to fulfill the requirements of the Information
System, must be priced separately in the format of the same
tables and summarized in the corresponding Cost Summary
Tables in the same Section. Prices must be quoted in accordance
with the instructions provided in Section VII for the various cost
tables, in the manner specified below.
14.2 The price of items that the Bidder has left blank in the cost
tables provided in Section VII shall be assumed to be included
in the price of other items. Items omitted altogether from the
cost tables shall be assumed to be omitted from the bid and,
provided that the bid is substantially responsive, an adjustment
to the bid price will be made during evaluation in accordance
with ITB Clause 28.6 (c) (iii).
14.3 Unit prices must be quoted at a level of detail appropriate for
calculation of any partial deliveries or partial payments under
the contract, in accordance with the Implementation Schedule in
Section VI, and with GCC and SCC Clause 12 – Terms of
Payment. Bidders may be required to provide a breakdown of
any composite or lump-sum items included in the Cost Tables.
14.4 The prices for Goods components of the System are to be
expressed and shall be defined and governed in accordance with
the rules prescribed in the edition of Incoterms specified in the
BDS, and quoted in the appropriate columns of the cost tables of
Section VII as follows:
(a) Goods supplied from outside the Purchaser’s country:
Unless otherwise specified in the BDS, the prices shall be
quoted on a CIP (named place of destination) basis,
exclusive of all taxes, stamps, duties, levies, and fees
imposed in the Purchaser’s country. The named place of
destination and special instructions for the contract of
carriage are as specified in the BDS. In quoting the price,
the Bidder shall be free to use transportation through
Section I. Instructions to Bidders 21

carriers registered in any eligible countries. Similarly, the

Bidder may obtain insurance services from any eligible
source country.
(b) Locally supplied Goods:
Unit prices of Goods offered from within the Purchaser’s
Country, shall be quoted on an EXW (ex factory, ex works,
ex warehouse or off-the-shelf, as applicable) basis,
including all customs duties, levies, fees, sales and other
taxes incurred until delivery of the Goods, but excluding
all VAT or sales and other taxes and duties/fees incurred for
the Goods at the time of invoicing or sales transaction, if
the Contract is awarded.
(c) Inland transportation:
Unless otherwise stated in the BDS, inland transportation,
insurance and related local costs incidental to the delivery
of the Goods to the designated Project Sites must be quoted
separately as a Service item in accordance with ITB Clause
14.5, whether the Goods are to be supplied locally or from
outside the Purchaser’s country, except when these costs
are already included in the price of the Goods, as is, e.g.,
the case, when ITB Clause 14.4 (a) specifies CIP, and the
named places of destination are the Project Sites.
14.5 The price of Services shall be quoted in total for each service
(where appropriate, broken down into unit prices), separated into
their local and foreign currency components. Prices must
include all taxes, duties, levies and fees whatsoever, except only
VAT or other indirect taxes, or stamp duties, that may be
assessed and/or apply in the Purchaser’s country on/to the price
of the Services invoiced to the Purchaser, if the Contract is
awarded. Unless otherwise specified in the BDS, the prices
must include all costs incidental to the performance of the
Services, as incurred by the Supplier, such as travel, subsistence,
office support, communications, translation, printing of
materials, etc. Costs incidental to the delivery of the Services
but incurred by the Purchaser or its staff, or by third parties,
must be included in the price only to the extent such obligations
are made explicit in these Bidding Documents (as, e.g., a
requirement for the Bidder to include the travel and subsistence
costs of trainees).
14.6 Prices for Recurrent Costs beyond the scope of warranty
services to be incurred during the Warranty Period, defined in
SCC Clause 29.4 and prices for Recurrent Costs to be incurred
22 Section I. Instructions to Bidders

during the Post-Warranty Period, defined in SCC Clause 1.1. (e)

(xii), shall be quoted as Service prices in accordance with ITB
Clause 14.5 on the Recurrent Cost Sub-Table in detail, and on
the Recurrent Cost Summary Table in currency totals. Recurrent
costs are all-inclusive of the costs of necessary Goods such as
spare parts, software license renewals, labor, etc., needed for the
continued and proper operation of the System and, if
appropriate, of the Bidder’s own allowance for price increases.
14.7 Unless otherwise specified in the BDS, prices quoted by the
Bidder shall be fixed during the Bidder’s performance of the
Contract and not subject to increases on any account. Bids
submitted that are subject to price adjustment will be rejected.
15. Bid Currencies 15.1 Prices shall be quoted in the following currencies:
(a) The Bidder may quote its prices for all Information
Technologies, associated Goods, and Services to be
supplied from outside the Purchaser’s Country in the
currencies of countries eligible according to Section III. If
the Bidder wishes to be paid in a combination of different
currencies, it must quote unit prices accordingly, but no
more than three foreign currencies may be used.
(b) Unless otherwise specified in the BDS, the Bidder shall
express its prices for such Information Technologies,
associated Goods, and Services to be supplied locally (i.e.,
from within the Purchaser’s Country) in the currency of the
Purchaser’s Country.
16. Documents 16.1 Pursuant to ITB Clause 13.1 (e) (iv), the Bidder shall furnish, as
Establishing part of its bid, documents establishing the conformity to the
the Conformity Bidding Documents of the Information System that the Bidder
of the proposes to supply and install under the Contract.
Information
System to the 16.2 The documentary evidence of conformity of the Information
Bidding System to the Bidding Documents shall be in the form of written
Documents descriptions, literature, diagrams, certifications, and client
references, including:
(a) the Bidder’s technical bid, i.e., a detailed description of the
Bidder’s proposed technical solution conforming in all
material aspects with the Technical Requirements (Section
VI) and other parts of these Bidding Documents, overall as
well as in regard to the essential technical and performance
characteristics of each component making up the proposed
Information System;
Section I. Instructions to Bidders 23

(b) an item-by-item commentary on the Purchaser’s Technical

Requirements, demonstrating the substantial
responsiveness of the Information System offered to those
requirements. In demonstrating responsiveness, the
commentary shall include explicit cross references to the
relevant pages in the supporting materials included in the
bid. Whenever a discrepancy arises between the item-by-
item commentary and any catalogs, technical
specifications, or other preprinted materials submitted with
the bid, the item-by-item commentary shall prevail;
(c) a Preliminary Project Plan describing, among other things,
the methods by which the Bidder will carry out its overall
management and coordination responsibilities if awarded
the Contract, and the human and other resources the Bidder
proposes to use. The Plan should include a detailed
Contract Implementation Schedule in bar chart form,
showing the estimated duration, sequence, and
interrelationship of all key activities needed to complete
the Contract. The Preliminary Project Plan must also
address any other topics specified in the BDS. In addition,
the Preliminary Project Plan should state the Bidder’s
assessment of what it expects the Purchaser and any other
party involved in the implementation of the Information
System to provide during implementation and how the
Bidder proposes to coordinate the activities of all involved
parties;
(d) a written confirmation that the Bidder accepts
responsibility for the successful integration and inter-
operability of all components of the Information System as
required by the Bidding Documents.
16.3 For purposes of the commentary to be furnished pursuant to ITB
Clause 16.2 (b), the Bidder shall note that references to brand
names or model numbers or national or proprietary standards
designated by the Purchaser in its Technical Requirements are
intended to be descriptive and not restrictive. Except where
explicitly prohibited in the BDS for specific items or standards,
the Bidder may substitute alternative brand/model names or
standards in its bid, provided that it demonstrates to the
Purchaser’s satisfaction that the use of the substitute(s) will
result in the Information System being able to perform
substantially equivalent to or better than that specified in the
Technical Requirements.
17. Securing the 17.1 The BDS for this Clause specifies whether bids must be secured,
24 Section I. Instructions to Bidders

Bid and if so, whether by a Bid-Securing Declaration or by a Bid

Security. If a Bid Security is required or optional, the BDS also
specifies the amount.
17.2 Securing the bids shall be substantially in accordance with the
related sample forms included in Section VII or other forms
approved by the Purchaser prior to bid submission. Bids must
remain secured for a period of 28 days beyond the validity
period of the bids, as extended, if applicable, in accordance with
ITB Clause 18.2. In case of a Bid Security, it shall also:
(a) at the Bidder’s option, be in the form of either a certified
check, letter of credit, or a bank guarantee from a banking
institution, or a bond issued by a surety;
(b) be issued by a reputable institution selected by the Bidder
and located in any eligible country; if the institution
issuing the security is located outside the Purchaser’s
Country, it shall have a correspondent financial institution
located in the Purchaser’s Country to make the security
enforceable;
(c) be payable promptly upon written demand by the
Purchaser in case any of the conditions listed in ITB
Clause 17.6 is/are invoked;
(d) be submitted in its original form; copies will not be
accepted.
17.3 The Bid-Securing Declaration or the Bid Security of a Joint
Venture shall be issued in the name of the Joint Venture
submitting the bid provided the Joint Venture has legally been
constituted, or else it shall be issued in the name of all partners
proposed for the Joint Venture in the bid. Sanctions due to a
breach of the terms of a Bid-Securing Declaration pursuant to
ITB Clause 17.6 will apply to all partners to the Joint Venture.
17.4 If a Bid-Securing Declaration or Bid Security is required in
accordance with ITB Clause 17.1, any bid not accompanied by a
substantially acceptable Bid-Securing Declaration or Bid
Security in accordance with ITB Clauses 17.2 and 17.3, shall be
rejected by the Purchaser as non-responsive.
17.5 Unless executed or forfeited pursuant to ITB Clause 17.6, Bid-
Securing Declarations, if any, will expire for, or Bid Securities,
if any, will be returned as promptly as possible to,
(a) all Bidders upon annulment of the bidding pursuant to ITB
Section I. Instructions to Bidders 25

Clause 34;
(b) Bidders refusing a request to extend the period of validity
of their bids pursuant to ITB Clause 18.2;
(c) the successful Bidder once it has signed the Contract
Agreement and furnished a valid Performance Security as
required;
(d) the unsuccessful Bidders at the same time as in (c), that is,
when they are informed about the successful establishment
of the contract with the successful Bidder.
17.6 The Bid-Securing Declaration, if any, may be executed, or the
Bid Security, if any, may be forfeited:
(a) if a Bidder withdraws its bid during the period of bid
validity specified by the Bidder on the Bid Submission
Form or any extension of validity the Bidder has agreed to
pursuant to ITB Clause 18.2; or
(b) in the case of the successful Bidder, if the Bidder fails to:
(i) sign the Contract Agreement in accordance with ITB
Clause 36; or
(ii) furnish the Performance Security in accordance with ITB Clause
37.
17.7 If a bid security is not required in the BDS, and
(a) if a Bidder withdraws its bid during the period of bid
validity specified by the Bidder on the Letter of Bid Form,
except as provided in ITB 18.2, or
(b) if the successful Bidder fails to: sign the Contract in
accordance with ITB 36; or furnish a performance security
in accordance with ITB 37;
the Borrower may, if provided for in the BDS, declare the
Bidder disqualified to be awarded a contract by the Employer
for a period of time as stated in the BDS.
18. Period of 18.1 Bids shall remain valid, at a minimum, for the period specified
Validity of Bids in the BDS after the deadline date for bid submission prescribed
by the Purchaser, pursuant to ITB Clause 21. A bid valid for a
shorter period shall be rejected by the Purchaser as non-
responsive. For the convenience of Bidders, the BDS spells out
the minimal original expiration dates for the validity of the bid
and, if applicable pursuant to ITB Clause 17.1, for securing the
26 Section I. Instructions to Bidders

bid. However, Bidders are responsible for adjusting the dates in

the BDS in accordance with any extensions to the deadline date
of bid submission pursuant to ITB Clause 21.2.
18.2 In exceptional circumstances, prior to expiry of the bid validity
period, the Purchaser may request that the Bidders extend the
period of validity for a specified additional period. The request
and the responses to the request shall be made in writing. A
Bidder may refuse the request without risking execution of the
Bid-Securing Declaration or forfeiting the Bid Security, but in
this case the bid will be out of the competition for the award.
Except as provided in ITB Clause 18.3, a Bidder agreeing to the
request will not be required or permitted to modify its bid, but
will be required to ensure that the bid remains secured for a
correspondingly longer period, pursuant to ITB Clause 17.2.
18.3 In the case of fixed price contracts, if the award is delayed by a
period exceeding fifty-six (56) days beyond the expiry of the
initial bid validity, the contract price will be adjusted as specified
in the request for extension. Bid evaluation will be based on the
bid prices without taking into consideration the above
correction.
19. Format and 19.1 The Bidder shall prepare an original and the number of
Signing of Bid copies/sets of the bid specified in the BDS, clearly marking
each one as “ORIGINAL BID,” “COPY NO. 1,” “COPY
NO. 2,” etc., as appropriate. In the event of any discrepancy
between them, the original shall govern.
19.2 The original and all copies of the bid, each consisting of the
documents listed in ITB Clause 13.1, shall be typed or written in
indelible ink and shall be signed by a person or persons duly
authorized to sign on behalf of the Bidder. The authorization
must be in writing and included in the bid pursuant to ITB
Clause 13.1 (d). The name and position held by each person
signing the authorization must be typed or printed below the
signature. All pages of the bid, except for unamended printed
literature, shall be initialed by the person or persons signing the
bid.
19.3 The bid shall contain no interlineations, erasures, or overwriting,
except to correct errors made by the Bidder, in which case such
corrections shall be initialed by the person or persons signing the
bid.
19.4 The Bidder shall furnish in the Bid Submission Form (a sample
of which is provided in the Sample Forms Section of the
Bidding Documents) information regarding commissions or
Section I. Instructions to Bidders 27

gratuities, if any, paid or to be paid to agents relating to this

procurement and to the execution of the Contract should the
Bidder be successful.

D. SUBMISSION OF BIDS
20. Sealing and 20.1 The Bidder shall seal the original and each copy of the bid in
Marking of separate envelopes, duly marking the envelopes as “ORIGINAL
Bids BID” and “COPY NO. [number].” The envelopes shall then be
sealed in an outer envelope.
20.2 The inner and outer envelopes shall
(a) be addressed to the Purchaser at the address given in the
BDS, and
(b) bear the loan/Project name indicated in the BDS for ITB
Clause 2.1, the Invitation for Bids title and number, and the
Contract name(s), as indicated in the BDS for ITB
Clause 1.2, and the statement “DO NOT OPEN BEFORE
[ time and date],” to be completed with the time and date
specified in the BDS for ITB Clause 24.1.
20.3 The inner envelopes shall also indicate the name and address of
the Bidder so that the bid can be returned unopened in case it is
declared “late.”
20.4 If the outer envelope is not sealed and marked as required by
ITB Clause 20.2 above, the Purchaser will assume no
responsibility for the bid’s misplacement or premature opening.
If the outer envelope discloses the Bidder’s identity, the
Purchaser will not guarantee the anonymity of the bid
submission, but this disclosure will not constitute grounds for
bid rejection.
21. Deadline for 21.1 Bids must be received by the Purchaser at the address specified
Submission of in the BDS for ITB Clause 20.2 no later than the time and date
Bids stated in the BDS.
21.2 The Purchaser may, at its discretion, extend this deadline for
submission of bids by amending the Bidding Documents in
accordance with ITB Clause 11.3, in which case all rights and
obligations of the Purchaser and Bidders will thereafter be
subject to the deadline as extended.
28 Section I. Instructions to Bidders

22. Late Bids 22.1 Any bid received by the Purchaser after the bid submission
deadline prescribed by the Purchaser in the BDS for ITB Clause
21, will be rejected and returned unopened to the Bidder.
23. Withdrawal, 23.1 The Bidder may withdraw, substitute, or modify its bid after
Substitution, submission, provided that written notice of the withdrawal,
and substitution, or modification is received by the Purchaser prior to
Modification of the deadline prescribed for bid submission. All notices must be
Bids duly signed by an authorized representative and shall include a
copy of the authorization (the power of attorney) in accordance
with ITB Sub-Clause 19.2.
23.2 All notices of withdrawal, substitution, or modification shall
(a) be addressed to the Purchaser at the address named in the
BDS for ITB Clause 20.2 (a), and
(b) bear the Contract name, the IFB Title and IFB Number,
and the words “BID WITHDRAWAL NOTICE”, BID
SUBSTITUTION NOTICE”, or “BID MODIFICATION NOTICE”.
23.3 A notice may also be sent by electronic means such as fax or e-
mail, but in this case must include a scan of the mailing receipt
showing both the sender's and receiver's addresses for the signed
hardcopy of the notice, and a scan of the power of attorney.
23.4 Bids requested to be withdrawn in accordance with ITB 23.1
shall be returned unopened to the Bidders. Bid withdrawal
notices received after the bid submission deadline will be
ignored, and the submitted bid will be deemed to be a validly
submitted bid.
23.5 The substitution or modification of the bid shall be prepared,
sealed, marked, and dispatched as follows:
(a) The Bidders shall provide an original and the number of
copies specified in the BDS for ITB Clause 19.1 of any
substitution or modification to its bid, clearly identified as
such, in two inner envelopes duly marked “BID
SUBSTITUTION -- ORIGINAL” or “BID MODIFICATION --
ORIGINAL” and “BID SUBSTITUTION -- COPIES” or “BID
MODIFICATION -- COPIES.” The inner envelopes shall be
sealed in an outer envelope, which shall be duly marked
“BID SUBSTITUTION” or “BID MODIFICATION”.
(b) Other provisions concerning the marking and dispatch of a
bid substitution or modification shall be in accordance with
ITB Clauses 20.2, 20.3, and 20.4.
Section I. Instructions to Bidders 29

23.6 No bid may be withdrawn, substituted, or modified in the

interval between the bid submission deadline and the expiration
of the bid validity period specified by the Bidder in the Bid
Submission Form, or any extension thereof agreed to by the
Bidder. Withdrawal of a bid during this interval may result in
the execution of the Bid-Securing Declaration, if any, or
forfeiture of the Bid Security, if any, pursuant to ITB Clause
17.6.

E. BID OPENING AND EVALUATION

24. Opening of 24.1 The Purchaser will open all bids, including withdrawals,
Bids by substitutions, and modifications, in public, in the presence of
Purchaser Bidders’ representatives who choose to attend, at the time, on
the date and at the place specified in the BDS. Bidders’
representatives shall sign a register as proof of their attendance.
24.2 First, envelopes marked “BID WITHDRAWAL NOTICE” 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. Next, envelopes
marked “BID SUBSTITUTION NOTICE” 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.
Envelopes marked “BID MODIFICATION NOTICE” 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 considered further.
24.3 Bids shall be opened one at a time, reading out: the name of the
Bidder and whether there is a modification; the total bid price
including any unconditional discounts, and, if applicable, the
prices and unconditional discounts for Subsystems, lots, or
slices; the presence or absence of a Bid-Securing Declaration or
a Bid Security if one was required; any conditional discounts
offered for the award of more than one Subsystem, lot, or slice,
if the BDS for ITB Clause 28.1 permits such discounts to be
considered in the bid evaluation; and any other such details as
30 Section I. Instructions to Bidders

the Purchaser may consider appropriate.

24.4 Bids and modifications that are not opened and read out at bid
opening shall not be considered for further evaluation,
irrespective of the circumstances. These bids, including any
bids validly withdrawn in accordance with ITB Clause 24.2, will
promptly be returned, unopened, to their Bidders.
24.5 The Purchaser will prepare minutes of the bid opening,
including the information disclosed to those present in
accordance with ITB Clause 24.3. The minutes will promptly be
distributed to all Bidders that met the deadline for submitting
bids.
25. Clarification of 25.1 During the bid evaluation, the Purchaser may, at its discretion,
Bids ask the Bidder for a clarification of its bid. The request for
clarification and the response shall be in writing, and no change
in the price or substance of the bid shall be sought, offered, or
permitted.
26. Preliminary 26.1 The Purchaser will examine the bids to determine whether they
Examination are complete, whether any computational errors have been
of Bids made, whether required sureties have been furnished, whether
the documents have been properly signed, and whether the bids
are generally in order. In the case where a prequalification
process has been undertaken for the Contract(s) for which these
Bidding Documents have been issued, the Purchaser will ensure
that each bid is from a prequalified Bidder, and in the case of a
Joint Venture, that partners and structure of the Joint Venture are
unchanged from those in the prequalification.
26.2 Arithmetical errors will be rectified on the following basis. If
there is a discrepancy between the unit price and the total price,
which is obtained by multiplying the unit price and quantity, or
between added or subtracted subtotals and totals, the unit or
subtotal price shall prevail and the total price shall be corrected,
unless in the opinion of the Purchaser there is an obvious
misplacement of the decimal point in the unit or subtotal prices,
in which case the line item total as quoted shall govern and the
unit price or sub-total shall be corrected. If there is a
discrepancy between words and figures, the amount in words
will prevail, unless the discrepancy is the result of a typo/error
for which the correction is self-evident to the Purchaser. If the
Bidder with the Lowest Evaluated Bid does not accept the
correction of errors, the bid shall be rejected.
26.3 The Purchaser may waive any minor informality, nonconformity,
or irregularity in a bid that does not constitute a material
Section I. Instructions to Bidders 31

deviation, provided such waiver does not prejudice or affect the

relative ranking of any Bidder.
26.4 Prior to the detailed evaluation, the Purchaser will determine
whether each bid is of acceptable quality, is complete, and is
substantially responsive to the Bidding Documents. For
purposes of this determination, a substantially responsive bid is
one that conforms to all the terms, conditions, and specifications
of the Bidding Documents without material deviations,
exceptions, objections, conditionalities, or reservations. A
material deviation, exception, objection, conditionality, or
reservation is one: (i) that limits in any substantial way the
scope, quality, or performance of the Information System; or
(ii) that limits, in any substantial way that is inconsistent with
the Bidding Documents, the Purchaser’s rights or the successful
Bidder’s obligations under the Contract; or (iii) the acceptance
of which would unfairly affect the competitive position of other
Bidders who have submitted substantially responsive bids.
26.5 If a bid is not substantially responsive, it will be rejected by the
Purchaser and may not subsequently be made responsive by the
Bidder by correction of the nonconformity. The Purchaser’s
determination of bid responsiveness will be based on the
contents of the bid itself.
27. Conversion to 27.1 For evaluation and comparison purposes, the Purchaser shall
Single convert all bid prices expressed in various currencies and
Currency amounts into a single currency specified in the BDS, using the
selling exchange rate established by the source and on the date
also specified in the BDS.
28. Evaluation and 28.1 The Purchaser will evaluate and compare the bids that have been
Comparison of determined to be substantially responsive, pursuant to ITB
Bids Clause 26. The evaluation will be performed assuming either
that:
(a) the Contract will be awarded to the lowest evaluated
Bidder for the entire Information System; or
(b) if specified in the BDS, Contracts will be awarded to the
Bidders for each individual Subsystem, lot, or slice defined
in the Technical Requirements whose bids result in the
lowest combined evaluated price for the entire System.
In the latter case, discounts that are conditional on the award of
more than one Subsystem, lot, or slice may be offered in bids.
However, such discounts will only be considered in the price
32 Section I. Instructions to Bidders

evaluation if so confirmed in the BDS.

28.2 To be considered for Contract award, Bidders must have
submitted bids
(a) for which detailed bid evaluation using the same standards
for compliance determination as listed in ITB Clauses 26.3
and 26.4 confirms that the bids are commercially and
technically responsive, and include the hardware,
Software, related equipment, products, Materials, and
other Goods and Services components of the Information
System in, substantially, the full required quantities for the
entire Information System or, if allowed in the BDS for
ITB Clause 28.1, the individual Subsystem, lot or slice bid
on; and
(b) that offer Information Technologies that are proven to
perform up to the standards promised in the bid by having
successfully passed the performance, benchmark, and/or
functionality tests the Purchaser may require, pursuant to
ITB Clause 31.2.
28.3 The Purchaser’s evaluation of a bid will be made on the basis of
prices quoted in accordance with ITB Clause 14 (Bid Prices).
28.4 If indicated by the BDS, the Purchaser’s evaluation of
responsive bids will take into account technical factors, in
addition to cost factors. An Evaluated Bid Score (B) will be
calculated for each responsive bid using the following formula,
which permits a comprehensive assessment of the bid price and
the technical merits of each bid:
Clow T
B X  1  X 
C Thigh
where
C = Evaluated Bid Price
C low = the lowest of all Evaluated Bid Prices among
responsive bids
T = the total Technical Score awarded to the bid
Thigh = the Technical Score achieved by the bid that was
scored highest among all responsive bids
X = weight for the Price as specified in the BDS
Section I. Instructions to Bidders 33

The bid with the highest Evaluated Bid Score (B) among
responsive bids shall be termed the Lowest Evaluated Bid and is
eligible for Contract award, provided the Bidder was
prequalified and/or it was found to be qualified to perform the
Contract in accordance with ITB Clause 31 (Postqualification).
28.5 If, in addition to the cost factors, the Purchaser has chosen to
give weight to important technical factors (i.e., the price weight,
X, is less than 1 in the evaluation), that cannot be reduced to
life-cycle costs or pass/fail criteria, the Total Technical Points
assigned to each bid in the Evaluated Bid Formula will be
determined by adding and weighting the scores assigned by an
evaluation committee to technical features of the bid in
accordance with the criteria set forth below.
(a) The technical features to be evaluated are generally
defined below and specifically identified in the BDS:
(i) Performance, capacity, or functionality features that
either exceed levels specified as mandatory in the
Technical Requirements; and/or influence the life-
cycle cost and effectiveness of the Information
System.
(ii) Usability features, such as ease of use, ease of
administration, or ease of expansion, which
influence the life-cycle cost and effectiveness of the
Information System.
(iii) The quality of the Bidder’s Preliminary Project Plan
as evidenced by the thoroughness, reasonableness,
and responsiveness of: (a) the task and resource
schedules, both general and specific, and (b) the
proposed arrangements for management and
coordination, training, quality assurance, technical
support, logistics, problem resolution, and transfer of
knowledge, and other such activities as specified by
the Purchaser in Section VI (Technical
Requirements) or proposed by the Bidder based on
the Bidder’s experience.
(b) Feature scores will be grouped into a small number of
evaluation categories, generally defined below and
specifically identified in the BDS, namely:
(i) The technical features that reflect how well the
Information System meets the Purchaser’s Business
Requirements (including quality assurance and risk-
34 Section I. Instructions to Bidders

containment measures associated with the

implementation of the Information System).
(ii) The technical features that reflect how well the
Information System meets the System’s Functional
Performance Standards.
(iii) The technical features that reflect how well the
Information System meets the General Technical
Requirements for hardware, network and
communications, Software, and Services.
(c) As specified in the BDS, each category will be given a
weight and within each category each feature may also be
given a weight.
(d) During the evaluation process, the evaluation committee
will assign each desirable/preferred feature a whole
number score from 0 to 4, where 0 means that the feature
is absent, and 1 to 4 either represent predefined values for
desirable features amenable to an objective way of rating
(as is the case for, e.g., extra memory, or extra mass
storage capacity, etc., if these extras would be conducive
for the utility of the system), or if the feature represents a
desirable functionality (e.g., of a software package) or a
quality improving the prospects for a successful
implementation (such as the strengths of the proposed
project staff, the methodology, the elaboration of the
project plan, etc., in the bid), the scoring will be 1 for the
feature being present but showing deficiencies; 2 for
meeting the requirements; 3 for marginally exceeding the
requirements; and 4 for significantly exceeding the
requirements.
(e) The score for each feature (i) within a category (j) will be
combined with the scores of features in the same category
as a weighted sum to form the Category Technical Score
using the following formula:
k
S j   t ji  w ji
i 1

where:
tji = the technical score for feature “i” in category “j”
wji = the weight of feature “i” in category “j”
k = the number of scored features in category “j”
Section I. Instructions to Bidders 35

k
and w
i 1
ji 1

(f) The Category Technical Scores will be combined in a

weighted sum to form the total Technical Bid Score using
the following formula:
n
T   S j Wj
j 1

where:
Sj = the Category Technical Score of category “j”
Wj = the weight of category “j” as specified in the BDS
n = the number of categories
n
and W
j 1
j 1

28.6 The Evaluated Bid Price (C) for each responsive bid will be
determined as the sum of the Adjusted Supply and Installation
Costs (P) plus the Recurrent Costs (R);
where the Adjusted Supply and Installation Costs (P) are
determined as:
(a) The price of the hardware, Software, related equipment,
products, Materials and other Goods offered from within or
from outside the Purchaser’s Country, in accordance with
ITB 14.4; plus
(b) The total price for all software development,
transportation, insurance, installation, customization,
integration, Commissioning, testing, training, technical
support, repair, and other Services, in accordance with ITB
14.5;
(c) with adjustments for:
(i) Deviations proposed to the Implementation Schedule
in the Technical Requirements resulting in delayed
completion of the entire Information System, if
permitted in the BDS and provided they do not
exceed the maximum permissible delay period
specified in the BDS. For evaluation purposes, a pro
rata increase of the total Supply and Installation
Costs will be added using the percentage(s) specified
in the BDS for each week of delay. Bids offering
36 Section I. Instructions to Bidders

deliveries beyond the maximum permissible delay

specified may be rejected.
(ii) Deviations taken to the Contract payment schedule
specified in the SCC. If deviations are permitted in
the BDS, for evaluation purposes the total Supply
and Installation Costs will be increased pro rata by
the amount of interest that could otherwise be earned
on the amount of any payments that would fall due
under the proposed schedule earlier than the schedule
stipulated in the SCC, at the interest rate specified in
the BDS.
(iii) Goods and Services that are required for the
Information System but have been left out or are
necessary to correct minor deviations of the bid will
be added to the total Supply and Installation Costs
using costs taken from the highest prices from other
responsive bids for the same Goods and Services, or
in the absence of such information, the cost will be
estimated at prevailing list prices. If the missing
Goods and Services are a scored technical feature,
the relevant score will be set at zero.
(iv) Corrections to errors in arithmetic, in accordance
with ITB Clause 26.2.
(v) Any discounts offered for the award of more than one
Subsystem, lot, or slice, if the BDS for ITB Clause
28.1 permits the consideration of discounts in the
price evaluation.
(d) The Recurrent Costs (R) are reduced to net present value
and determined using the following formula:
NM R
R  x

x  1 1  I 
x

where
N = number of years of the Warranty Period, defined in
SCC Clause 29.4
M = number of years of the Post-Warranty Services
Period, as defined in SCC Clause 1.1.(e) (xii)
x = an index number 1, 2, 3, ... N + M representing
each year of the combined Warranty Service and
Post-Warranty Service Periods.
Section I. Instructions to Bidders 37

Rx = total Recurrent Costs for year “x,” as recorded in

the Recurrent Cost Sub-Table.
I = discount rate to be used for the Net Present Value
calculation, as specified in the BDS.
29. Domestic 29.1 No margin of domestic preference will apply.
Preference
30. Contacting the 30.1 From the time of bid opening to the time of Contract award, if
Purchaser any Bidder wishes to contact the Purchaser on any matter related
to the bid, it should do so in writing.
30.2 If a Bidder tries to directly influence the Purchaser or otherwise
interfere in the bid evaluation process and the Contract award
decision, its bid may be rejected.

F. POSTQUALIFICATION AND AWARD OF CONTRACT

31. Post- 31.1 The Purchaser will determine at its own cost and to its
qualification satisfaction whether the Bidder (including Joint Venture
Partners, and any Subcontractors for which the BDS for ITB
Clause 6.1 (a) permits that their qualifications count towards the
required Bidder qualifications) that is selected as having
submitted the Lowest Evaluated Bid is qualified to perform the
Contract satisfactorily, in accordance with ITB Clause 6. If a
prequalification process was undertaken for the Contract(s) for
which these Bidding Documents were issued, the Purchaser will
determine in the manner described above that no material
changes have occurred after the prequalification that negatively
affect the ability of the Bidder that has submitted the Lowest
Evaluated Bid to perform the Contract.
31.2 Pursuant to ITB Clauses 6 and 16, and as additionally may be
specified in the BDS, the determination will evaluate the
Bidder’s financial, technical, design, integration, customization,
production, management, and support capabilities and will be
based on an examination of the documentary evidence of the
Bidder’s qualifications, as well as other information the
Purchaser deems necessary and appropriate. This determination
may include visits or interviews with the Bidder’s clients
referenced in its bid, site inspections, and any other measures. If
so specified in the BDS, at the time of postqualification the
Purchaser may also carry out tests to determine that the
performance or functionality of the Information System offered
meets those stated in the Technical Requirements.
38 Section I. Instructions to Bidders

31.3 An affirmative postqualification determination will be a

prerequisite for award of the Contract to the Lowest Evaluated
Bidder. A negative determination will result in rejection of the
Bidder’s bid, in which event the Purchaser will proceed to the
next lowest evaluated Bidder to make a similar determination of
that Bidder’s capabilities to perform satisfactorily.
32. Award 32.1 Subject to ITB Clause 34, the Purchaser will award the Contract
Criteria to the Bidder whose bid has been determined to be substantially
responsive and the Lowest Evaluated Bid, provided further that
the Bidder has been determined to be qualified to perform the
Contract satisfactorily, pursuant to ITB Clause 31.
33. Purchaser’s 33.1 The Purchaser reserves the right at the time of Contract award to
Right to Vary increase or decrease, by the percentage(s) indicated in the BDS,
Quantities at any of the following:
Time of Award
(a) the quantity of substantially identical Subsystems; or
(b) the quantity of individual hardware, Software, related
equipment, Materials, products, and other Goods
components of the Information System; or
(c) the quantity of Installation or other Services to be
performed,
from that originally specified in the Technical Requirements (as
amended by any Addenda issued pursuant to ITB Clause 11),
without any change in unit prices or other terms and conditions.
34. Purchaser’s 34.1 The Purchaser reserves the right to accept or reject any bid or to
Right to annul the bidding process and reject all bids at any time prior to
Accept Any Contract award, without thereby incurring any liability to the
Bid and to Bidders.
Reject Any or
All Bids
35. Notification of 35.1 Prior to the expiration of the period of bid validity, the Purchaser
Award shall notify the successful Bidder, in writing, that its bid has
been accepted.
35.2 Until a formal Contract is prepared and executed, the
notification of award shall constitute a binding Contract.
35.3 The Purchaser shall promptly publish in UNDB online and in
dgMarket the results, identifying the bid and lot numbers and the
following information: (i) name of each Bidder who submitted a
bid; (ii) bid prices as read out at bid opening; (iii) name,
Section I. Instructions to Bidders 39

evaluated price and, if the bidding conditions included scoring

for technical quality, the technical score of each bid that was
evaluated; (iv) name of Bidders whose bids were rejected and
the reasons for their rejection; and (v) name of the winning
Bidder, the price it offered, as well as the duration and summary
scope of the contract awarded. After publication of the award,
unsuccessful Bidders may make a request in writing to the
Purchaser for a debriefing seeking explanations on the grounds
on which their bids were not selected. The Purchaser shall
promptly respond in writing to any unsuccessful Bidder who,
after publication of contract award, requests a debriefing.
35.4 Upon the successful Bidder furnishing the signed Contract
Agreement and the Performance Security pursuant to ITB
Clause 37, the Purchaser will promptly notify each unsuccessful
Bidder, and will discharge all remaining Bid Securities, if any, as
provided in ITB Clause 17.5 (c) and (d).
36. Signing of 36.1 At the same time as the Purchaser notifies the successful Bidder
Contract that its bid has been accepted, the Purchaser will send the Bidder
the Contract Agreement provided in the Bidding Documents,
incorporating all agreements between the parties.
36.2 As soon as practically possible, but no more than twenty-eight
(28) days following receipt of the Contract Agreement, the
successful Bidder shall sign and date it, and return it to the
Purchaser.
37. Performance 37.1 As soon as practically possible, but no more than twenty-eight
Security (28) days following receipt of notification of award from the
Purchaser, the successful Bidder shall furnish the Performance
Security in accordance with the GCC, using the Performance
Security form provided in the Bidding Documents or another
form acceptable to the Purchaser.
37.2 Failure of the successful Bidder to comply with the requirements
of ITB Clause 36 or ITB Clause 37.1 shall constitute sufficient
grounds for the annulment of the award and, if and as
applicable, execution of the Bid-Securing Declaration or
forfeiture of the Bid Security, in which event the Purchaser may
make the award to the next lowest evaluated bid submitted by a
qualified Bidder or call for new bids.
38. Adjudicator 38.1 Unless otherwise stated in the BDS, the Purchaser proposes that
the person named in the BDS be appointed as Adjudicator under
the Contract to assume the role of informal Contract dispute
mediator, as described in GCC Clause 6. In this case, a résumé
40 Section I. Instructions to Bidders

of the named person is attached to the BDS. The proposed

hourly fee for the Adjudicator is specified in the BDS. The
expenses that would be considered reimbursable to the
Adjudicator are also specified in the BDS. If a Bidder does not
accept the Adjudicator proposed by the Purchaser, it should state
its non-acceptance in its Bid Submission Form and make a
counterproposal of an Adjudicator and an hourly fee, attaching a
résumé of the alternative. If the successful Bidder and the
Adjudicator nominated in the BDS happen to be from the same
country, and this is not the country of the Purchaser too, the
Purchaser reserves the right to cancel the Adjudicator nominated
in the BDS and propose a new one. If by the day the Contract is
signed, the Purchaser and the successful Bidder have not agreed
on the appointment of the Adjudicator, the Adjudicator shall be
appointed, at the request of either party, by the Appointing
Authority specified in the SCC clause relating to GCC Clause
6.1.4, or if no Appointing Authority is specified there, the
Contract will be implemented without an Adjudicator.
 41

SECTION II. BID DATA SHEET (BDS)

Bid Data Sheet
The following specific information relating to the System to be procured and the
procurement procedures that will be used shall complement, supplement, or amend the
provisions in the Instructions to Bidders (ITB). Whenever there is a conflict, the provisions
in the Bid Data Sheet (BDS) shall prevail over those in the ITB.

A. GENERAL
ITB 1.1 Name of Purchaser: Government of Uganda represented by The Private
Sector Foundation Uganda (PSFU)
Name of authorized Purchasing Agent: none
Description of the System for which bids are invited: Enhancement of the
Business Registration System
ITB 1.2 Title: Enhancement of the Business Registration System
Number of IFB: PSF/CEDP/NCONS/19-20/00018
Name of resulting Contract(s): Enhancement of the Business Registration
System for URSB
ITB 1.4 Alternative e-Tendering procedures are not available in this procurement.
ITB 2.1 Name of the Borrower: Government of Uganda
Loan or credit number: 5269-UG
Loan or credit amount: USD 100M
Name of Project: Competitiveness and Enterprise Development Project

ITB 6.1 (a) Qualification requirements for Bidders are:

a) During the past Five (5) years, the Bidder must have completed two (2)
successful assignments, similar in scope and value (i.e., signed off and
accepted as a fully operational system), involving each of the following key
activities:
i. Business Registration System or Insolvency Registry;
ii. Software development and installation;
iii. General project management;
iv. User training support and maintenance.

b) Minimum average annual turnover of US$ 2 million (United States Dollars

Two million only) calculated as total certified payments received for
contracts in progress or completed within the last five (5) years. In case of a
 42

joint venture one partner should fulfil at least 50% of the specified turnover
amount while each of the other partners should fulfil: 50 %/(n-1), where
n=number of partners in a JV.

c) Bidder must demonstrate sufficient knowledge of the management of

insolvency lifecycle events within the context of a business registry.

d) The Bidder (and in the case of a joint venture all partners) must submit
audited balance sheets for the past three (3) years to demonstrate, the
current soundness of their financial position.

e) For the Bidder (and in the case of a joint venture for each of the partners in
a submission), non-performance of a contract did not occur within the last
two years prior to the deadline for application submission based on all
information on fully settled disputes or litigation. A fully settled dispute or
litigation is one that has been resolved in accordance with the Dispute
Resolution Mechanism under the respective contract and where all appeal
instances available to the applicant have been exhausted.

f) The bidder must be from an eligible country and all software and materials
supplied must be from eligible countries.

g) Possession of appropriate skills/expertise including the following:

Key expert 1: Project Manager - Governance Expert
Qualifications  A minimum requirement of a
and skills Master’s Degree in Information
Technology, Informatics, Computer
Science or a related discipline in accredited
institutions;
 Certification for widely
acknowledged and accepted project
management methodology (e.g. Project
Management Professional certificate issued
by Project Management Institute or
PRINCE 2 Practitioner certification).
General  At least three (3) years of hands-on
professional experience in leading and managing diverse
experience teams.
Specific  Having managed at least two projects
professional in past three (3) years
experience  Having managed at least one software
implementation project in past three years.
 Experience in implementing such
related projects in Uganda would be an
advantage.
Section II. Bid Data Sheet 43

Key expert 2: Business/System Analyst

Qualifications  At least a Master’s Degree in information
and skills technology, engineering or other relevant
fields
General  At least three (3) years professional
professional experience related to system and business
experience process analysis
Specific  Having participated in 2 projects in past 3
professional years preparing/dealing with software, its
experience design and business process redesign;
 Experience in implementing such related
projects in Uganda or developing countries
would be an advantage.

Key expert 3: Change Management Specialist

Qualifications  At least a Master’s Degree in
and skills Human Resource, Change Management,
Public Administration, Social Sciences
(Sciences of Organizations), Law or other
related disciplines.
General  A minimum of three (3) years
professional employment experience in developing
experience countries and experience in running
organizational reforms (change projects) there
on a country level.
Specific  Participated in at least 2 projects in
professional public sector, where stakeholder analysis and
experience management, consensus building was
involved
 Experience in Uganda or developing
countries would be an asset.
 Experience in implementing such
related projects in Uganda or developing
countries would be an advantage.

Key expert 4: Training Expert

Qualifications  At least a Master’s Degree in
and skills Computer Sciences or a related field;
 Or at least a Bachelor’s Degree in
Business or Public administration or
related field.
44 Section II. Bid Data Sheet

General  At least three (3) years’ experience in

professional delivering testing, training in the information
experience system development projects.
Specific  At least 3 years’ experience in
professional planning and executing training to support
experience implementation of business registration
reforms in developing countries.
 Experience in Uganda would be an
asset.

Key expert 5: Information system development manager

Qualifications  At least a Master’s Degree in
and skills Computer Sciences or related field;
 A widely recognized certification in
Agile project management and/or software
development management
 Proficiency in the technologies that
are offered by the Bidder.
General  At least three (3) years’ experience in
professional specifying, designing, developing information
experience technology projects.
Specific  At least 3 implemented software
professional projects of the similar complexity and scope
experience in Uganda.

Key expert 5: Legal Consultant

General  At least a Bachelor’s Degree in law
professional or related field;
experience  At least five (5) years’ experience in
practice in Uganda
 Should demonstrate a track record,
experience and expertise in legal and
regulatory issues related to business registries,
and/or insolvency registries.
ITB 6.1 (b) Manufacturer's Authorizations for Information Technologies - except for those
technologies which the Bidder itself manufactures - are required for
the following types/categories: all equipment and all software.
ITB 6.1 (c) If the Bidder proposes to use Subcontractors for the provision of certain key
services, written agreements by the proposed firms to provide these
services in case of contract(s) resulting from this bidding are required
for the following types/categories of services: all categories of
services.
Section II. Bid Data Sheet 45

B. THE BIDDING DOCUMENTS

ITB 10.1 Purchaser’s / duly authorized Purchasing Agent’s address:

The Project Coordinator

Competitiveness and Enterprise Development Project
Private Sector Foundation Uganda
Plot 43 Nakasero Road
P O Box 7683, Kampala, Uganda
Telephone: +256 312 214600
ITB 10.2 Dates, times, and places for the pre-bid meeting:
September 6, 2019 at 11:00 hrs at Private Sector Foundation
Uganda, Plot 43 Nakasero Rd.

C. PREPARATION OF BIDS
ITB 12.1 The language of the bid and of all correspondence and documents related
to it is: English.
ITB 14.1 Recurrent cost items are required.
ITB 14.4 The Incoterms edition is Incoterms 2000 — ICC Official Rules for the
Interpretation of Trade Terms” published in September 1999 by
the International Chamber of Commerce, 38 Cours Albert 1er,
75008 Paris, France
ITB 14.4 (a) For foreign goods priced on a CIP (named place of destination) basis:
(i) The contract of carriage shall include the cost of unloading the
goods at destination, as well as payment by the Supplier of the
cost of custom formalities, duties, taxes or other charges
payable on the foreign Goods for their transit through any
country other than the Purchaser's country.
(ii) The named place of destination shall be:
Office of the Registrar General
Uganda Registration Services Bureau
Plot 5 George Street, Georgiana House
P.O.Box 6848 Kampala Uganda
Telephone: +256 414 235915/+256 414 233219
ITB 14.7 Prices quoted by the Bidder shall be fixed.
ITB 15.1 (b) The currency to be used for quoting prices of the Goods and Services
components of the System offered locally (i.e., from within the
Purchaser’s Country), as well as local currency expenditures for
46 Section II. Bid Data Sheet

local technical support, training, maintenance, transportation,

insurance, and other local services incidental to delivery,
installation and operation of the System, is: Uganda Shillings
ITB 16.2 (c) In addition to the topics described in ITB Clause 16.2 (c), the Preliminary
Project Plan must address the topics outlined in the Technical
Requirements Implementation Schedule.
ITB 16.3 In the interest of effective integration, cost-effective technical support, and
reduced re-training and staffing costs, Bidders are required to offer
specific brand names and models for the following limited number
of specific items: none.

ITB 17.1 Bids need to be secured by a Bid Security in form of a bank guarantee
The amount of Bid Security required is USD 20,000 (United states
Dollars twenty thousand only)

ITB 18.1 The bid validity period shall be one hundred twenty (119) days after the
deadline for bid submission, as specified below in reference to ITB
Clause 21. Accordingly, the bid shall be valid through February 3,
2020. Correspondingly, a bid with a Bid Security that expires
before March 2, 2020 shall be rejected as non-responsive.
ITB 19.1 Required number of bid copies, besides the original: four (4) hard copies;
and one (1) electronic copy of the proposal saved as a Portable
Document Format (PDF) on a USB flash drive. Please note that
the response to “Attachment VI.1. URSB Business, Functional,
and Non-Functional Requirements” must be provided in
Microsoft Excel format as well as in hard-copy.
In the event of any discrepancies the original hard copy shall
prevail.

D. SUBMISSION OF BIDS
ITB 20.2 (a) The address for bid submission is:
The Project Coordinator
Competitiveness and Enterprise Development Project
Private Sector Foundation Uganda
Plot 43 Nakasero Road
ITB 21.1 Deadline for bid submission is: 1100 hrs on October 7, 2019
Section II. Bid Data Sheet 47

E. BID OPENING AND EVALUATION

ITB 24.1 Time, date, and place for bid opening are:
Time: 1105 hrs
Date: October 7, 2019
Place: CEDP Boardroom
ITB 27.1 The currency chosen for the purpose of converting to a common
currency is: United States Dollars
The source of exchange rate is: Bank of Uganda
The date of exchange rate determination is: Bid submission deadline

In case that no exchange rates are available on this date from the source
indicated above, the latest available exchange rates from the
same source prior to this date will be used.

ITB 28.1 Bids for Subsystems, lots, or slices of the overall Information System
will not be accepted.
Discounts for the award of multiple Subsystems, lots, or slices will not
be considered in bid evaluation.
ITB 28.4 The bid evaluation will take into account technical factors in addition to
cost factors.
The weight of the Price (“X” multiplied by 100 in the Evaluated
Bid Score formula) = 60 percent

ITB 28.5 (a),(b) The technical evaluation categories and the features to be
evaluated within each category are as follows:
Compliance with Technical Requirements
i. Provision of higher or advanced technical 10
specifications, and comprehensiveness of technical
requirements and references indicated in the bid
ii. Ease of integration with the existing systems and 10
Provision of scalable System Infrastructure
Total 20

Compliance with Functional (Business) Requirements

i. Ease of development methodologies for the proposed 5
system requirements
ii. Ease of integration of he system components portal 10
and interfaces
48 Section II. Bid Data Sheet

iii. Ease of operation of the proposed portal and 10

interfaces
iv. Ease of integration and operation of the proposed 10
system with the already existing Databases
v. Preciseness of proposed methodologies for the 5
accessibility of the portal
Total 40

Project Plan and Organization

i. Break down of the major tasks for the activity into
smaller steps needed for successful completion and
5
clearly assigning persons for the roles and specific
responsibilities
ii. Comprehensive plan and judgement to expedite
5
delivery of quality outputs during project life time
iii. Identification of potential problems or barriers you
may face for the activities and provision of an action 5
plan to avoid those issues to keep the project on track
iv. Provision and ability for utilization of an online
project management program permitting Purchaser’s
5
accessibility for activities that are critical towards the
successful implementation of the contract
v. Comprehensive plans and routines for stake holders
engagement, communication and feedback 5
management
Total 25

Documentary and Service Requirements

i. multiple methodologies (at least three) for the 5
proposed training programs
ii. Multiple information resources (at least two) of the 5
training materials proposed
iii. Simplicity of the guidelines of training manuals 5
Total 15
ITB 28.6 (c) (i) The Purchaser will not accept deviations in the schedule of installation
and commissioning specified in the Implementation Schedule.
ITB 28.6 (c) (ii) The Purchaser will not accept deviations in the payment schedule in the
Section II. Bid Data Sheet 49

SCC.
ITB 28.6 (d) Interest Rate (I) for net present value calculations of recurrent costs =
10% per annum

F. POST QUALIFICATION AND AWARD OF CONTRACT

ITB 38.1 The proposed Adjudicator is: John Nguburi
The proposed hourly fee is $200
The expenses that would be considered reimbursable to the Adjudicator
are: Flights and Accommodation
ITB 31.2 As additional post qualification measures, the Information System (or
components/parts of it) offered by the Lowest Evaluated Bidder
may be subjected to the following tests and performance
benchmarks prior to Contract award: demonstration tests,
performance benchmarks, documentation reviews and
reference site visits
ITB 33.1 Percentage for quantity increase or decrease: 20%
ITB 38.1 The proposed Adjudicator is: John Nguburi as per the résumé
attached to this Bid Data Sheet
The proposed hourly fee is $200
The expenses that would be considered reimbursable to the Adjudicator
are: Flights and Accommodation

Attachment to the Bid Data Sheet- Résumé of the proposed Adjudicator

50 Section II. Bid Data Sheet

CURRICULLUM VITAE
Dr. John Ngubiri
1. Name, Date and Place of Birth
Dr. John Ngubiri, 1st October 1975, Masaka – Uganda
2. Present Address
Faculty of Computing and Informatics Technology
Makerere University
P.O.Box 7062,
Kampala
ngubiri@cit.mak.ac.ug
cel. +256752543466, +256776543466
3. Professional Interests
My professional interests include the implementation and tuning of Information
Systems, Requirements elicitation and engineering as well as open source systems. In
teaching and research, my interests are in business process optimization, operations
research, programming, database systems and security.
4. Qualifications
1 Ph.D. Computer Science Radboud University Nijmegen 2008
2 M.Sc. Computer Science Makerere University 2005
3 Postgraduate Dip. Computer Science Makerere University 2002
4 Bachelor of Science with Education Makerere University 1999
5. Employment Record
(a) Feb 2010 – to date: Senior Lecturer of Computer Science, Department of
Computer Science, Faculty of Computing and Information Technology, Makerere
University.
(b) 2008 – 2009: Lecturer, Department of Computer Science, Faculty of Computing
and Information Technology, Makerere University.
(c) 2004 - 2008: Assistant Lecturer, Department of Computer Science, Faculty
of Computing and Information Technology, Makerere University.
(d) 2001 – 2004: Database Programmer, ICT Consults Ltd

6. Administrative Experience
(a) Jan 2011 – to date: Deputy Principal (Ag), College of Computing and Information
Sciences. Makerere University.
Section II. Bid Data Sheet 51

(b) Oct 2010 – Jan 2011: Deputy Dean (Academic Affairs): Faculty of Computing
and Informatics Technology.
(c) Feb 2010 – Sept 2010: Head, Department of Computer Science, Faculty of
Computing and Information Technology, Makerere University.
(d) July 2008 – Feb 2010: Acting Head, Department of Computer Science, Faculty of
Computing and information technology.
7. Academic Activities & Membership
(a) I am a member of
i. The Dutch Network for Operations Research (LNMB)
ii. The International Association of Science and Technology for Development
(IASTED)
iii. The Association of Computing Machinery (ACM)
(b) I am a reviewer for academic papers in
i. The IASTED International Conference for Parallel and Distributed
Computing Systems
ii. The International Journal for Computers and Applications
iii. Concurrence and Computation: Practice and Experience Journal
8. Project Grants
(a) I participated in writing of the Pan-African E-Network Tele-Education Project, a
project that links universities in Africa with universities in India for live streamed
teaching. It was over 20m USD
(b) I participated in writing a project for the Makerere Center of the Pan African
University. Makerere won as a center that will teach computing in the PAU. In the
first five years, Makerere is to get more than 1m USD of equipment for the center
on top of sponsorship for the first cohorts of students.
9. Graduate students Supervised to Completion
(a) Principal/Sole Supervisor

(i) Fote Kamanyi Antonia (2008/HD18/13249U) The Effect of Node

Mobility On the Performance of Energy-Aware Routing Protocol in Wireless
Sensor Networks – Master of Science in data communication and Software
Engineering

(ii) Ssaka Robert (2008/HD18/13181U)Benchmarking for Host-Based Intrusion

Detection Systems - Master of Information Technology

(iii) Karemera Charles(2008/HD18/13299U) Complexity of the Dynamic

Resource Allocation Problem - Master of Science in Computer Science

(iv)Byangwa Kenneth(2004/HD18/1558U) Optimizing the Total Supply

Chain Cost of Fuel in Uganda- A System Dynamics Approach - Master of
52 Section II. Bid Data Sheet

Science in Computer Science

(v) Taremwa Danison(2004/HD18/1673/U) A Simulation Model for

Resource Optimization in Higher Education Institutions - Master of Science
in Computer Science

(vi)Ocakacon Daniel (2004/HD18/1662/U) Liquidity Management in an

Inter-bank Settlement System: A System Dynamics Approach - Master of
Science in Computer Science
(vii) Mwogeza Resty (2003/HD18/1433U) An Interactive Information
Management System for Research Collaborations - Master of Science in
Computer Science
(b) Co-Supervisor
i. Nambaziira Stella Maris(2004/HD18/1588/U) An Online Tool for
Monitoring and Tracking Vaccine and Vaccine Logistics Utilization at District
Level – Master of Science in Computer Science

ii. Nakibuule Rose (2004/HD18/2066/U) Runtime Independent Deadline

Scheduling on a Cluster of Workstations - Master of Science in Computer
Science
10. Service to Community
I am a
(a) Board member, Makerere College School
(b) External Examiner, Islamic University in Uganda
(c) External Examiner (dissertations) Uganda Christian University
(d) Member of panel of Experts Computer Science – National Council for Higher
Education

11.Publications
(a) Journal
i. John Ngubiri and Mario van Vliet (2010): Characteristics of fairness metrics
and their effect on perceived scheduler effectiveness. International Journal of
Computers and Applications. Volume 32, Issue 2, pp 188-196 .
ii. John Ngubiri and Mario van Vliet (2009): A metric of fairness for parallel job
schedulers. Concurrency and Computation: Practice and Experience. Volume
32, Issue 2, Pages 1525 – 1546.
iii. Venansius Baryamureeba and John Ngubiri (2004): On improvement of the
volcano search and optimization strategy. Lecture Notes in Computer
Science, Vol. 3732, pp. 839 --846.
iv. John Ngubiri and Mario van Vliet (2008): Co-allocation with communication
Section II. Bid Data Sheet 53

considerations in multi-cluster systems. Lecture Notes in Computer Science,

Vol 5168, pp. 243--252.
v. John Ngubiri and Mario van Vliet (2007) Group-wise performance
evaluation of processor co-allocation in multi-cluster systems. Lecture Notes
in Computer Science. Vol 4942, pp. 24—36.

Book Chapters
i. John Ngubiri and Mario van Vliet (2006) : The influence of jobs' physical
characteristics on their schedulability in multi-cluster systems. In Kizza, J.,
Aisbet, J. and Wanyama, T. (eds) Special Topics in Computing and ICT
Research: Advances in Systems Modeling and ICT Applications. ISBN
13:978-9970-02-604-3, Vol. 2. pp 39--49.
ii. John Ngubiri and Mario van Vliet (2006): Using the greedy approach to
schedule jobs in a multi-cluster system. In Hamid Arabnia (ed.), Parallel and
Distributed Processing Techniques and Applications – Vol 2, ISBN – 1-
932415-87-4, pp. 663 – 668.
iii. John Ngubiri and Mario van Vliet (2008): The greedy multi-cluster
scheduler: Performance bounds and parametric sensitivity. International
Journal of Computing and ICT Research (to appear)
iv. John Ngubiri and Mario van Vliet (2007): Performance, fairness and
effectiveness in space-slicing multi-cluster schedulers. In S.Q. Zheng (eds)
Parallel and Distributed Computing Systems, ISBN 0-88986-638-4, pp. 167
—187.
v. Kenneth Byangwa and John Ngubiri (2011) Modeling the Fuel Supply Chain
in a Free Market Economy. In Proceedings of the 7th International
Conference in Computing and ICT Research pp 259-271; ISBN 978-9970-
25-128-5
vi. Charles Karemera and John Ngubiri (2012). Complexity of the Resource
Allocation Matching Problem with weight-based ceilings. In proceedings of
the 12th International Conference in Algorithms and Architectures for
Parallel Processing, Fukuoka-Japan. Lecture Notes in Computer Science Vol
7440, pp 245 – 254. ISBN 978-3-642-33065-0.
vii. Daniel Ocakacon and John Ngubiri (2012). Maximizing of Benefits from
Commercial Banks’ Liquidity: A simulation Study. In Kizza, M. J., Lynch, K,
and Nath, R.: Strengthening the Role of ICT in Development, Vol. VII pp.
14-26. ISBN: 978-9970-25-128-4.
viii.Richard Ssekibuule, Joel Lakuma and John Ngubiri (2007): Computational
Resource Optimization in Ugandan Tertiary Institutions. In Proceedings of
the 3rd Annual Conference in Computing and ICT Research, ISBN 978-
9970-02-730-9, pp 509 – 517.

(b) Proceedings
i. Kamanyi, A., Ngubiri, J. and Sansa, J.O. (2012). Performance of the Energy
54 Section II. Bid Data Sheet

Aware Routing protocol in Wireless Sensor Networks with Mobile Nodes.

Proceedings of the 11th International Conference on Wireless Networks
(ICWN'12): Las Vegas, NV, USA. ISBN 13:978-9970-02-604-3, Vol. 2. pp
39--49.
ii. John Ngubiri (2011). Fairness Evaluation of Backfilling Schedulers using the
Net Benefit Approach. In Proceedings of the IASTED International
Conference in Parallel and Distributed Computing Systems. Dallas TX, USA,
pp 146-152. ISBN 978-0-088986-917-2 ;

(c) Dissertation and Theses

i. Techniques and Evaluation of Processor co-allocation in multi-cluster
systems. PhD Thesis, Radboud University Nijmegen, The Netherlands - 2008
ii. On Improvement of the Volcano Search and Optimization Strategy. M.Sc.
Dissertation, Makerere University, Uganda – 2004
iii. A web based digital directory for Makerere University Academic Staff.
PGDCS project, Makerere University, Uganda – 2002.
12. Referees
Prof. V. Baryamureeba Prof. dr. Mario van Vliet Prof. dr. ir. T. P. van der Weide
Vice –Chancellor Model-Based Sys. Digital Security
Development
Uganda Technology and Faculty of Science
Management University Faculty of Science
Radboud University Nijmegen
P. O. Box 73307 Radboud University Nijmegen
Heyendaalseweg 135, 6525
Kampala Heyendaalseweg 135, 6525 ED, Nijmegen, The
ED, Nijmegen, The Netherlands
barya@utamu.ac.ug Netherlands
tpvdw@cs.ru.nl
mario@cs.ru.nl
 55

SECTION III. ELIGIBLE COUNTRIES FOR THE PROVISION OF GOODS, WORKS, AND
SERVICES IN BANK-FINANCED PROCUREMENT
Eligible Countries for the Provision of Goods, Works, and Services in Bank-Financed
Procurement

As of September 2007

1. Eligible for this procurement are firms of, and goods manufactured in, all countries
except countries, if any, listed in the following restrictions.
2. In accordance with para. 1.8 (a) of the Guidelines: Procurement under IBRD Loans
and IDA Credits, firms of a Country or goods manufactured in a Country may be excluded if
(i) as a matter of law or official regulation, the Borrower’s Country prohibits
commercial relations with that Country, provided that the Bank is satisfied that
such exclusion does not preclude effective competition for the supply of the
goods or works required, or
(ii) by an Act of Compliance with a Decision of the United Nations Security
Council taken under Chapter VII of the Charter of the United Nations, the
Borrower’s Country prohibits any import of goods from that Country or any
payments to persons or entities in that Country.
3. For the information of borrowers and bidders, at the present time firms, goods and
services from the following countries are excluded from this bidding:
With reference to paragraph (i) above: none.
With reference to paragraph (ii) above: none.
 57

SECTION IV. GENERAL CONDITIONS OF CONTRACT

Table of Clauses
A. Contract and Interpretation 59
1. Definitions 59
2. Contract Documents67
3. Interpretation 67
4. Notices 69
5. Governing Law 70
6. Settlement of Disputes 71
B. Subject Matter of Contract 73
7. Scope of the System73
8. Time for Commencement and Operational Acceptance 73
9. Supplier’s Responsibilities 74
10. Purchaser’s Responsibilities 76
C. Payment 78
11. Contract Price 78
12. Terms of Payment 78
13. Securities 79
14. Taxes and Duties 80
D. Intellectual Property 81
15. Copyright 81
16. Software License Agreements 82
17. Confidential Information 84
E. Supply, Installation, Testing, Commissioning, and Acceptance of the System 85
18. Representatives 85
19. Project Plan 87
20. Subcontracting 88
21. Design and Engineering 89
22. Procurement, Delivery, and Transport 92
23. Product Upgrades 94
24. Implementation, Installation, and Other Services 95
25. Inspections and Tests 95
26. Installation of the System 96
27. Commissioning and Operational Acceptance 97
F. Guarantees and Liabilities 101
28. Operational Acceptance Time Guarantee 101
29. Defect Liability 102
30. Functional Guarantees 105
 58

31. Intellectual Property Rights Warranty 105

32. Intellectual Property Rights Indemnity 106
33. Limitation of Liability 109
G. Risk Distribution109
34. Transfer of Ownership 109
35. Care of the System 109
36. Loss of or Damage to Property; Accident or Injury to Workers; Indemnification 110
37. Insurances 112
38. Force Majeure 114
H. Change in Contract Elements 116
39. Changes to the System 116
40. Extension of Time for Achieving Operational Acceptance 120
41. Termination 121
42. Assignment 129
Section IV. General Conditions of Contract 59

General Conditions of Contract

A. CONTRACT AND INTERPRETATION

1. Definitions 1.1 In this Contract, the following terms shall be interpreted as
indicated below.
(a) contract elements
(i) “Contract” means the Contract Agreement
entered into between the Purchaser and the
Supplier, together with the Contract Documents
referred to therein. The Contract Agreement and
the Contract Documents shall constitute the
Contract, and the term “the Contract” shall in all
such documents be construed accordingly.
(ii) “Contract Documents” means the documents
specified in Article 1.1 (Contract Documents) of
the Contract Agreement (including any
amendments to these Documents).
(iii) “Contract Agreement” means the agreement
entered into between the Purchaser and the
Supplier using the form of Contract Agreement
contained in the Sample Forms Section of the
Bidding Documents and any modifications to
this form agreed to by the Purchaser and the
Supplier. The date of the Contract Agreement
shall be recorded in the signed form.
(iv) “GCC” means the General Conditions of
Contract.
(v) “SCC” means the Special Conditions of
Contract.
(vi) “Technical Requirements” means the Technical
Requirements Section of the Bidding
Documents.
(vii) “Implementation Schedule” means the
Implementation Schedule Sub-section of the
Technical Requirements.
viii) “Contract Price” means the price or prices
defined in Article 2 (Contract Price and Terms of
Payment) of the Contract Agreement.
60 Section IV. General Conditions of Contract

(ix) “Procurement Guidelines” refers to the edition

specified in the SCC of the World Bank
Guidelines: Procurement under IBRD Loans and
IDA Credits.
(x) “Bidding Documents” refers to the collection of
documents issued by the Purchaser to instruct
and inform potential suppliers of the processes
for bidding, selection of the winning bid, and
Contract formation, as well as the contractual
conditions governing the relationship between
the Purchaser and the Supplier. The General and
Special Conditions of Contract, the Technical
Requirements, and all other documents included
in the Bidding Documents reflect the
Procurement Guidelines that the Purchaser is
obligated to follow during procurement and
administration of this Contract.
(b) entities
(i) “Purchaser” means the entity purchasing the
Information System, as specified in the SCC.
(ii) “Project Manager” means the person named as
such in the SCC or otherwise appointed by the
Purchaser in the manner provided in GCC
Clause 18.1 (Project Manager) to perform the
duties delegated by the Purchaser.
(iii) “Supplier” means the firm or Joint Venture
whose bid to perform the Contract has been
accepted by the Purchaser and is named as such
in the Contract Agreement.
(iv) “Supplier’s Representative” means any person
nominated by the Supplier and named as such in
the Contract Agreement or otherwise approved
by the Purchaser in the manner provided in GCC
Clause 18.2 (Supplier’s Representative) to
perform the duties delegated by the Supplier.
(v) “Subcontractor” means any firm to whom any of
the obligations of the Supplier, including
preparation of any design or supply of any
Information Technologies or other Goods or
Services, is subcontracted directly or indirectly
Section IV. General Conditions of Contract 61

by the Supplier.
(vi) “Adjudicator” means the person named in
Appendix 2 of the Contract Agreement,
appointed by agreement between the Purchaser
and the Supplier to make a decision on or to
settle any dispute between the Purchaser and the
Supplier referred to him or her by the parties,
pursuant to GCC Clause 6.1 (Adjudication).
(vii) “The World Bank” (also called “The Bank”)
means the International Bank for Reconstruction
and Development (IBRD) or the International
Development Association (IDA).
(c) scope
(i) “Information System,” also called “the System,”
means all the Information Technologies,
Materials, and other Goods to be supplied,
installed, integrated, and made operational
(exclusive of the Supplier’s Equipment),
together with the Services to be carried out by
the Supplier under the Contract.
(ii) “Subsystem” means any subset of the System
identified as such in the Contract that may be
supplied, installed, tested, and commissioned
individually before Commissioning of the
entire System.
(iii) “Information Technologies” means all
information processing and communications-
related hardware, Software, supplies, and
consumable items that the Supplier is required
to supply and install under the Contract.
(iv) “Goods” means all equipment, machinery,
furnishings, Materials, and other tangible items
that the Supplier is required to supply or supply
and install under the Contract, including,
without limitation, the Information
Technologies and Materials, but excluding the
Supplier’s Equipment.
(v) “Services” means all technical, logistical,
management, and any other Services to be
provided by the Supplier under the Contract to
62 Section IV. General Conditions of Contract

supply, install, customize, integrate, and make

operational the System. Such Services may
include, but are not restricted to, activity
management and quality assurance, design,
development, customization, documentation,
transportation, insurance, inspection,
expediting, site preparation, installation,
integration, training, data migration, Pre-
commissioning, Commissioning, maintenance,
and technical support.
(vi) “The Project Plan” means the document to be
developed by the Supplier and approved by the
Purchaser, pursuant to GCC Clause 19, based
on the requirements of the Contract and the
Preliminary Project Plan included in the
Supplier’s bid. The “Agreed and Finalized
Project Plan” is the version of the Project Plan
approved by the Purchaser, in accordance with
GCC Clause 19.2. Should the Project Plan
conflict with the Contract in any way, the
relevant provisions of the Contract, including
any amendments, shall prevail.
(vii) “Software” means that part of the System
which are instructions that cause information
processing Subsystems to perform in a specific
manner or execute specific operations.
(viii) “System Software” means Software that provides
the operating and management instructions for
the underlying hardware and other components,
and is identified as such in Appendix 4 of the
Contract Agreement and such other Software as
the parties may agree in writing to be Systems
Software. Such System Software includes, but is
not restricted to, micro-code embedded in
hardware (i.e., “firmware”), operating systems,
communications, system and network
management, and utility software.
(ix) “General-Purpose Software” means Software
that supports general-purpose office and
software development activities and is
identified as such in Appendix 4 of the Contract
Agreement and such other Software as the
parties may agree in writing to be General-
Section IV. General Conditions of Contract 63

Purpose Software. Such General-Purpose

Software may include, but is not restricted to,
word processing, spreadsheet, generic database
management, and application development
software.
(x) “Application Software” means Software
formulated to perform specific business or
technical functions and interface with the
business or technical users of the System and is
identified as such in Appendix 4 of the Contract
Agreement and such other Software as the
parties may agree in writing to be Application
Software.
(xi) “Standard Software” means Software identified
as such in Appendix 4 of the Contract
Agreement and such other Software as the
parties may agree in writing to be Standard
Software.
(xii) “Custom Software” means Software identified as
such in Appendix 4 of the Contract Agreement
and such other Software as the parties may agree
in writing to be Custom Software.
(xiii) “Source Code” means the database structures,
dictionaries, definitions, program source files,
and any other symbolic representations
necessary for the compilation, execution, and
subsequent maintenance of the Software
(typically, but not exclusively, required for
Custom Software).
(xiv) “Materials” means all documentation in printed
or printable form and all instructional and
informational aides in any form (including
audio, video, and text) and on any medium,
provided to the Purchaser under the Contract.
(xv) “Standard Materials” means all Materials not
specified as Custom Materials.
(xvi) “Custom Materials” means Materials developed
by the Supplier at the Purchaser’s expense under
the Contract and identified as such in Appendix 5
of the Contract Agreement and such other
Materials as the parties may agree in writing to be
64 Section IV. General Conditions of Contract

Custom Materials. Custom Materials includes

Materials created from Standard Materials.
(xvii) “Intellectual Property Rights” means any and
all copyright, moral rights, trademark, patent,
and other intellectual and proprietary rights,
title and interests worldwide, whether vested,
contingent, or future, including without
limitation all economic rights and all exclusive
rights to reproduce, fix, adapt, modify,
translate, create derivative works from, extract
or re-utilize data from, manufacture, introduce
into circulation, publish, distribute, sell, license,
sublicense, transfer, rent, lease, transmit or
provide access electronically, broadcast,
display, enter into computer memory, or
otherwise use any portion or copy, in whole or
in part, in any form, directly or indirectly, or to
authorize or assign others to do so.
(xviii) “Supplier’s Equipment” means all equipment,
tools, apparatus, or things of every kind
required in or for installation, completion and
maintenance of the System that are to be
provided by the Supplier, but excluding the
Information Technologies, or other items
forming part of the System.
(d) activities
(i) “Delivery” means the transfer of the Goods from
the Supplier to the Purchaser in accordance with
the current edition Incoterms specified in the
Contract.
(ii) “Installation” means that the System or a
Subsystem as specified in the Contract is ready
for Commissioning as provided in GCC Clause
26 (Installation).
(iii) “Pre-commissioning” means the testing, checking,
and any other required activity that may be
specified in the Technical Requirements that are to
be carried out by the Supplier in preparation for
Commissioning of the System as provided in GCC
Clause 26 (Installation).
(iv) “Commissioning” means operation of the
Section IV. General Conditions of Contract 65

System or any Subsystem by the Supplier

following Installation, which operation is to be
carried out by the Supplier as provided in GCC
Clause 27.1 (Commissioning), for the purpose of
carrying out Operational Acceptance Test(s).
(v) “Operational Acceptance Tests” means the tests
specified in the Technical Requirements and
Agreed and Finalized Project Plan to be carried
out to ascertain whether the System, or a
specified Subsystem, is able to attain the
functional and performance requirements
specified in the Technical Requirements and
Agreed and Finalized Project Plan, in
accordance with the provisions of GCC Clause
27.2 (Operational Acceptance Test).
(vi) “Operational Acceptance” means the acceptance
by the Purchaser of the System (or any
Subsystem(s) where the Contract provides for
acceptance of the System in parts), in
accordance with GCC Clause 27.3 (Operational
Acceptance).
(e) place and time
(i) “Purchaser’s Country” is the country named in
the SCC.
(ii) “Supplier’s Country” is the country in which the
Supplier is legally organized, as named in the
Contract Agreement.
(iii) “Project Site(s)” means the place(s) specified in
the SCC for the supply and installation of the
System.
(iv) “Eligible Country” means the countries and
territories eligible for participation in
procurements financed by the World Bank as
defined in the Procurement Guidelines. (Note:
The World Bank maintains a list of countries
from which Bidders, Goods, and Services are
not eligible to participate in procurement
financed by the Bank. The list is regularly
updated and can be obtained from the Public
Information Center of the Bank or its web site
on procurement. A copy of the list is contained
66 Section IV. General Conditions of Contract

in the Section of the Bidding Documents entitled

“Eligible Countries for the Provision of Goods,
Works, and Services in Bank-Financed
Procurement”).
(v) “Day” means calendar day of the Gregorian
Calendar.
(vi) “Week” means seven (7) consecutive Days,
beginning the day of the week as is customary in
the Purchaser’s Country.
(vii) “Month” means calendar month of the Gregorian
Calendar.
(viii) “Year” means twelve (12) consecutive Months.
(ix) “Effective Date” means the date of fulfillment of
all conditions specified in Article 3 (Effective
Date for Determining Time for Achieving
Operational Acceptance) of the Contract
Agreement, for the purpose of determining the
Delivery, Installation, and Operational
Acceptance dates for the System or
Subsystem(s).
(x) “Contract Period” is the time period during
which this Contract governs the relations and
obligations of the Purchaser and Supplier in
relation to the System, as specified in the SCC.
(xi) “Defect Liability Period” (also referred to as the
“Warranty Period”) means the period of validity
of the warranties given by the Supplier
commencing at date of the Operational
Acceptance Certificate of the System or
Subsystem(s), during which the Supplier is
responsible for defects with respect to the
System (or the relevant Subsystem[s]) as
provided in GCC Clause 29 (Defect Liability).
(xii) “The Post-Warranty Services Period” means the
number of years defined in the SCC (if any),
following the expiration of the Warranty Period
during which the Supplier may be obligated to
provide Software licenses, maintenance, and/or
technical support services for the System, either
under this Contract or under separate contract(s).
Section IV. General Conditions of Contract 67

(xiii) “The Coverage Period” means the Days of the

Week and the hours of those Days during which
maintenance, operational, and/or technical
support services (if any) must be available.
2. Contract 2.1 Subject to Article 1.2 (Order of Precedence) of the Contract
Documents Agreement, all documents forming part of the Contract (and
all parts of these documents) are intended to be correlative,
complementary, and mutually explanatory. The Contract
shall be read as a whole.
3. Interpretation 3.1 Governing Language
3.1.1 All Contract Documents and related correspondence
exchanged between Purchaser and Supplier shall be
written in the language specified in the SCC, and the
Contract shall be construed and interpreted in
accordance with that language.
3.1.2 If any of the Contract Documents or related
correspondence are prepared in a language other than
the governing language under GCC Clause 3.1.1
above, the translation of such documents into the
governing language shall prevail in matters of
interpretation. The originating party, with respect to
such documents shall bear the costs and risks of such
translation.
3.2 Singular and Plural
The singular shall include the plural and the plural the
singular, except where the context otherwise requires.
3.3 Headings
The headings and marginal notes in the GCC are included
for ease of reference and shall neither constitute a part of
the Contract nor affect its interpretation.
3.4 Persons
Words importing persons or parties shall include firms,
corporations, and government entities.
3.5 Incoterms
Unless inconsistent with any provision of the Contract, the
meaning of any trade term and the rights and obligations of
parties thereunder shall be as prescribed by the current
Incoterms (“Incoterms 2000” or a more recent version if
68 Section IV. General Conditions of Contract

and as published). Incoterms are the international rules for

interpreting trade terms published by the International
Chamber of Commerce, 38 Cours Albert 1er, 75008 Paris,
France.
3.6 Entire Agreement
The Contract constitutes the entire agreement between the
Purchaser and Supplier with respect to the subject matter of
Contract and supersedes all communications, negotiations,
and agreements (whether written or oral) of parties with
respect to the subject matter of the Contract made prior to
the date of Contract.
3.7 Amendment
No amendment or other variation of the Contract shall be
effective unless it is in writing, is dated, expressly refers to
the Contract, and is signed by a duly authorized
representative of each party to the Contract.
3.8 Independent Supplier
The Supplier shall be an independent contractor performing
the Contract. The Contract does not create any agency,
partnership, joint venture, or other joint relationship
between the parties to the Contract.
Subject to the provisions of the Contract, the Supplier shall
be solely responsible for the manner in which the Contract
is performed. All employees, representatives, or
Subcontractors engaged by the Supplier in connection with
the performance of the Contract shall be under the complete
control of the Supplier and shall not be deemed to be
employees of the Purchaser, and nothing contained in the
Contract or in any subcontract awarded by the Supplier
shall be construed to create any contractual relationship
between any such employees, representatives, or
Subcontractors and the Purchaser.
3.9 Joint Venture
If the Supplier is a Joint Venture of two or more firms, all
such firms shall be jointly and severally bound to the
Purchaser for the fulfillment of the provisions of the
Contract and shall designate one of such firms to act as a
leader with authority to bind the Joint Venture. The
composition or constitution of the Joint Venture shall not be
Section IV. General Conditions of Contract 69

altered without the prior consent of the Purchaser.

3.10 Nonwaiver
3.10.1 Subject to GCC Clause 3.10.2 below, no relaxation,
forbearance, delay, or indulgence by either party in
enforcing any of the terms and conditions of the
Contract or the granting of time by either party to
the other shall prejudice, affect, or restrict the rights
of that party under the Contract, nor shall any
waiver by either party of any breach of Contract
operate as waiver of any subsequent or continuing
breach of Contract.
3.10.2 Any waiver of a party’s rights, powers, or remedies
under the Contract must be in writing, must be dated
and signed by an authorized representative of the
party granting such waiver, and must specify the
right and the extent to which it is being waived.
3.11 Severability
If any provision or condition of the Contract is prohibited or
rendered invalid or unenforceable, such prohibition,
invalidity, or unenforceability shall not affect the validity or
enforceability of any other provisions and conditions of the
Contract.
3.12 Country of Origin
“Origin” means the place where the Information
Technologies, Materials, and other Goods for the System
were produced or from which the Services are supplied.
Goods are produced when, through manufacturing,
processing, Software development, or substantial and major
assembly or integration of components, a commercially
recognized product results that is substantially different in
basic characteristics or in purpose or utility from its
components. The Origin of Goods and Services is distinct
from the nationality of the Supplier and may be different.
4. Notices 4.1 Unless otherwise stated in the Contract, all notices to be
given under the Contract shall be in writing and shall be
sent, pursuant to GCC Clause 4.3 below, by personal
delivery, airmail post, special courier, cable, telegraph,
telex, facsimile, electronic mail, or Electronic Data
Interchange (EDI), with the following provisions.
4.1.1 Any notice sent by cable, telegraph, telex, facsimile,
70 Section IV. General Conditions of Contract

electronic mail, or EDI shall be confirmed within two

(2) days after dispatch by notice sent by airmail post
or special courier, except as otherwise specified in the
Contract.
4.1.2 Any notice sent by airmail post or special courier shall
be deemed (in the absence of evidence of earlier
receipt) to have been delivered ten (10) days after
dispatch. In proving the fact of dispatch, it shall be
sufficient to show that the envelope containing such
notice was properly addressed, stamped, and
conveyed to the postal authorities or courier service
for transmission by airmail or special courier.
4.1.3 Any notice delivered personally or sent by cable,
telegraph, telex, facsimile, electronic mail, or EDI
shall be deemed to have been delivered on the date of
its dispatch.
4.1.4 Either party may change its postal, cable, telex,
facsimile, electronic mail, or EDI addresses for receipt
of such notices by ten (10) days’ notice to the other
party in writing.
4.2 Notices shall be deemed to include any approvals, consents,
instructions, orders, certificates, information and other
communication to be given under the Contract.
4.3 Pursuant to GCC Clause 18, notices from/to the Purchaser
are normally given by, or addressed to, the Project Manager,
while notices from/to the Supplier are normally given by, or
addressed to, the Supplier's Representative, or in its absence
its deputy if any. If there is no appointed Project Manager
or Supplier's Representative (or deputy), or if their related
authority is limited by the SCC for GCC Clauses 18.1 or
18.2.2, or for any other reason, the Purchaser or Supplier
may give and receive notices at their fallback addresses.
The address of the Project Manager and the fallback address
of the Purchaser are as specified in the SCC or as
subsequently established/amended. The address of the
Supplier's Representative and the fallback address of the
Supplier are as specified in Appendix 1 of the Contract
Agreement or as subsequently established/amended.
5. Governing Law 5.1 The Contract shall be governed by and interpreted in
accordance with the laws of the country specified in the
SCC.
Section IV. General Conditions of Contract 71

6. Settlement of 6.1 Adjudication

Disputes
6.1.1 If any dispute of any kind whatsoever shall arise
between the Purchaser and the Supplier in connection
with or arising out of the Contract, including without
prejudice to the generality of the foregoing, any
question regarding its existence, validity, or
termination, or the operation of the System (whether
during the progress of implementation or after its
achieving Operational Acceptance and whether before
or after the termination, abandonment, or breach of
the Contract), the parties shall seek to resolve any
such dispute by mutual consultation. If the parties fail
to resolve such a dispute by mutual consultation
within fourteen (14) days after one party has notified
the other in writing of the dispute, then, if the
Contract Agreement in Appendix 2 includes and
names an Adjudicator, the dispute shall, within
another fourteen (14) days, be referred in writing by
either party to the Adjudicator, with a copy to the
other party. If there is no Adjudicator specified in the
Contract Agreement, the mutual consultation period
stated above shall last twenty-eight (28) days (instead
of fourteen), upon expiry of which either party may
move to the notification of arbitration pursuant to
GCC Clause 6.2.1.
6.1.2 The Adjudicator shall give his or her decision in
writing to both parties within twenty-eight (28) days
of the dispute being referred to the Adjudicator. If the
Adjudicator has done so, and no notice of intention to
commence arbitration has been given by either the
Purchaser or the Supplier within fifty-six (56) days of
such reference, the decision shall become final and
binding upon the Purchaser and the Supplier. Any
decision that has become final and binding shall be
implemented by the parties forthwith.
6.1.3 The Adjudicator shall be paid an hourly fee at the rate
specified in the Contract Agreement plus reasonable
expenditures incurred in the execution of duties as
Adjudicator, and these costs shall be divided equally
between the Purchaser and the Supplier.
6.1.4 Should the Adjudicator resign or die, or should the
Purchaser and the Supplier agree that the Adjudicator
is not fulfilling his or her functions in accordance with
72 Section IV. General Conditions of Contract

the provisions of the Contract, a new Adjudicator shall

be jointly appointed by the Purchaser and the
Supplier. Failing agreement between the two within
twenty-eight (28) days, the new Adjudicator shall be
appointed at the request of either party by the
Appointing Authority specified in the SCC, or, if no
Appointing Authority is specified in SCC, the
Contract shall, from this point onward and until the
parties may otherwise agree on an Adjudicator or an
Appointing Authority, be implemented as if there is no
Adjudicator.
6.2 Arbitration
6.2.1 If
(a) the Purchaser or the Supplier is dissatisfied with
the Adjudicator’s decision and acts before this
decision has become final and binding pursuant
to GCC Clause 6.1.2, or
(b) the Adjudicator fails to give a decision within the
allotted time from referral of the dispute pursuant
to GCC Clause 6.1.2, and the Purchaser or the
Supplier acts within the following fourteen (14)
days, or
(c) in the absence of an Adjudicator from the
Contract Agreement, the mutual consultation
pursuant to GCC Clause 6.1.1 expires without
resolution of the dispute and the Purchaser or the
Supplier acts within the following fourteen (14)
days,
then either the Purchaser or the Supplier may act to
give notice to the other party, with a copy for
information to the Adjudicator in case an Adjudicator
had been involved, of its intention to commence
arbitration, as provided below, as to the matter in
dispute, and no arbitration in respect of this matter
may be commenced unless such notice is given.
6.2.2 Any dispute in respect of which a notice of intention
to commence arbitration has been given, in
accordance with GCC Clause 6.2.1, shall be finally
settled by arbitration. Arbitration may be commenced
prior to or after Installation of the Information System.
Section IV. General Conditions of Contract 73

6.2.3 Arbitration proceedings shall be conducted in

accordance with the rules of procedure specified in
the SCC.
6.3 Notwithstanding any reference to the Adjudicator or
arbitration in this clause,
(a) the parties shall continue to perform their respective
obligations under the Contract unless they otherwise
agree;
(b) the Purchaser shall pay the Supplier any monies due
the Supplier.

B. SUBJECT MATTER OF CONTRACT

7. Scope of the 7.1 Unless otherwise expressly limited in the SCC or Technical
System Requirements, the Supplier’s obligations cover the provision
of all Information Technologies, Materials and other Goods
as well as the performance of all Services required for the
design, development, and implementation (including
procurement, quality assurance, assembly, associated site
preparation, Delivery, Pre-commissioning, Installation,
Testing, and Commissioning) of the System, in accordance
with the plans, procedures, specifications, drawings, codes,
and any other documents specified in the Contract and the
Agreed and Finalized Project Plan.
7.2 The Supplier shall, unless specifically excluded in the
Contract, perform all such work and / or supply all such
items and Materials not specifically mentioned in the
Contract but that can be reasonably inferred from the
Contract as being required for attaining Operational
Acceptance of the System as if such work and / or items and
Materials were expressly mentioned in the Contract.
7.3 The Supplier’s obligations (if any) to provide Goods and
Services as implied by the Recurrent Cost tables of the
Supplier’s bid, such as consumables, spare parts, and
technical services (e.g., maintenance, technical assistance,
and operational support), are as specified in the SCC,
including the relevant terms, characteristics, and timings.
8. Time for 8.1 The Supplier shall commence work on the System within the
Commencement period specified in the SCC, and without prejudice to GCC
and Operational Clause 28.2, the Supplier shall thereafter proceed with the
Acceptance System in accordance with the time schedule specified in the
74 Section IV. General Conditions of Contract

Implementation Schedule in the Technical Requirements

Section and any refinements made in the Agreed and
Finalized Project Plan.
8.2 The Supplier shall achieve Operational Acceptance of the
System (or Subsystem(s) where a separate time for
Operational Acceptance of such Subsystem(s) is specified in
the Contract) within the time specified in the SCC and in
accordance with the time schedule specified in the
Implementation Schedule in the Technical Requirements
Section and any refinements made in the Agreed and
Finalized Project Plan, or within such extended time to
which the Supplier shall be entitled under GCC Clause 40
(Extension of Time for Achieving Operational Acceptance).
9. Supplier’s 9.1 The Supplier shall conduct all activities with due care and
Responsibilities diligence, in accordance with the Contract and with the skill
and care expected of a competent provider of information
technologies, information systems, support, maintenance,
training, and other related services, or in accordance with
best industry practices. In particular, the Supplier shall
provide and employ only technical personnel who are skilled
and experienced in their respective callings and supervisory
staff who are competent to adequately supervise the work at
hand.
9.2 The Supplier confirms that it has entered into this Contract
on the basis of a proper examination of the data relating to
the System provided by the Purchaser and on the basis of
information that the Supplier could have obtained from a
visual inspection of the site (if access to the site was
available) and of other data readily available to the Supplier
relating to the System as at the date twenty-eight (28) days
prior to bid submission. The Supplier acknowledges that any
failure to acquaint itself with all such data and information
shall not relieve its responsibility for properly estimating the
difficulty or cost of successfully performing the Contract.
9.3 The Supplier shall be responsible for timely provision of all
resources, information, and decision making under its
control that are necessary to reach a mutually Agreed and
Finalized Project Plan (pursuant to GCC Clause 19.2) within
the time schedule specified in the Implementation Schedule
in the Technical Requirements Section. Failure to provide
such resources, information, and decision making may
constitute grounds for termination pursuant to GCC
Clause 41.2.
Section IV. General Conditions of Contract 75

9.4 The Supplier shall acquire in its name all permits, approvals,
and/or licenses from all local, state, or national government
authorities or public service undertakings in the Purchaser’s
Country that are necessary for the performance of the
Contract, including, without limitation, visas for the
Supplier’s and Subcontractor’s personnel and entry permits
for all imported Supplier’s Equipment. The Supplier shall
acquire all other permits, approvals, and/or licenses that are
not the responsibility of the Purchaser under GCC
Clause 10.4 and that are necessary for the performance of the
Contract.
9.5 The Supplier shall comply with all laws in force in the
Purchaser’s Country. The laws will include all national,
provincial, municipal, or other laws that affect the
performance of the Contract and are binding upon the
Supplier. The Supplier shall indemnify and hold harmless
the Purchaser from and against any and all liabilities,
damages, claims, fines, penalties, and expenses of whatever
nature arising or resulting from the violation of such laws by
the Supplier or its personnel, including the Subcontractors
and their personnel, but without prejudice to GCC
Clause 10.1. The Supplier shall not indemnify the Purchaser
to the extent that such liability, damage, claims, fines,
penalties, and expenses were caused or contributed to by a
fault of the Purchaser.
9.6 The Supplier shall, in all dealings with its labor and the labor
of its Subcontractors currently employed on or connected
with the Contract, pay due regard to all recognized festivals,
official holidays, religious or other customs, and all local
laws and regulations pertaining to the employment of labor.
9.7 Any Information Technologies or other Goods and Services
that will be incorporated in or be required for the System and
other supplies shall have their Origin, as defined in GCC
Clause 3.12, in a country that shall be an Eligible Country, as
defined in GCC Clause 1.1 (e) (iv).
9.8 The Supplier shall permit the Bank and/or persons appointed
by the Bank to inspect the Supplier’s offices and/or the
accounts and records of the Supplier and its sub-contractors
relating to the performance of the Contract, and to have such
accounts and records audited by auditors appointed by the
Bank if required by the Bank. The Supplier’s attention is
drawn to Sub-Clause 41.2.1(c), which provides, inter alia,
that acts intended to materially impede the exercise of the
76 Section IV. General Conditions of Contract

Bank’s inspection and audit rights provided for under Sub-

Clause 9.8 constitute a prohibited practice subject to contract
termination (as well as to a determination of ineligibility
under the Procurement Guidelines)
9.9 Other Supplier responsibilities, if any, are as stated in the
SCC.
10. Purchaser’s 10.1 The Purchaser shall ensure the accuracy of all information
Responsibilities and/or data to be supplied by the Purchaser to the Supplier,
except when otherwise expressly stated in the Contract.
10.2 The Purchaser shall be responsible for timely provision of all
resources, information, and decision making under its control
that are necessary to reach an Agreed and Finalized Project
Plan (pursuant to GCC Clause 19.2) within the time schedule
specified in the Implementation Schedule in the Technical
Requirements Section. Failure to provide such resources,
information, and decision making may constitute grounds for
Termination pursuant to GCC Clause 41.3.1 (b).
10.3 The Purchaser shall be responsible for acquiring and providing
legal and physical possession of the site and access to it, and for
providing possession of and access to all other areas reasonably
required for the proper execution of the Contract.
10.4 If requested by the Supplier, the Purchaser shall use its best
endeavors to assist the Supplier in obtaining in a timely and
expeditious manner all permits, approvals, and/or licenses
necessary for the execution of the Contract from all local,
state, or national government authorities or public service
undertakings that such authorities or undertakings require the
Supplier or Subcontractors or the personnel of the Supplier
or Subcontractors, as the case may be, to obtain.
10.5 In such cases where the responsibilities of specifying and
acquiring or upgrading telecommunications and/or electric
power services falls to the Supplier, as specified in the
Technical Requirements, SCC, Agreed and Finalized Project
Plan, or other parts of the Contract, the Purchaser shall use
its best endeavors to assist the Supplier in obtaining such
services in a timely and expeditious manner.
10.6 The Purchaser shall be responsible for timely provision of all
resources, access, and information necessary for the
Installation and Operational Acceptance of the System
(including, but not limited to, any required
telecommunications or electric power services), as identified
Section IV. General Conditions of Contract 77

in the Agreed and Finalized Project Plan, except where

provision of such items is explicitly identified in the Contract
as being the responsibility of the Supplier. Delay by the
Purchaser may result in an appropriate extension of the Time
for Operational Acceptance, at the Supplier’s discretion.
10.7 Unless otherwise specified in the Contract or agreed upon by
the Purchaser and the Supplier, the Purchaser shall provide
sufficient, properly qualified operating and technical
personnel, as required by the Supplier to properly carry out
Delivery, Pre-commissioning, Installation, Commissioning,
and Operational Acceptance, at or before the time specified
in the Technical Requirements Section’s Implementation
Schedule and the Agreed and Finalized Project Plan.
10.8 The Purchaser will designate appropriate staff for the
training courses to be given by the Supplier and shall make
all appropriate logistical arrangements for such training as
specified in the Technical Requirements, SCC, the Agreed
and Finalized Project Plan, or other parts of the Contract.
10.9 The Purchaser assumes primary responsibility for the
Operational Acceptance Test(s) for the System, in
accordance with GCC Clause 27.2, and shall be responsible
for the continued operation of the System after Operational
Acceptance. However, this shall not limit in any way the
Supplier’s responsibilities after the date of Operational
Acceptance otherwise specified in the Contract.
10.10 The Purchaser is responsible for performing and safely
storing timely and regular backups of its data and Software
in accordance with accepted data management principles,
except where such responsibility is clearly assigned to the
Supplier elsewhere in the Contract.
10.11All costs and expenses involved in the performance of the
obligations under this GCC Clause 10 shall be the
responsibility of the Purchaser, save those to be incurred by
the Supplier with respect to the performance of the
Operational Acceptance Test(s), in accordance with GCC
Clause 27.2.
10.12 Other Purchaser responsibilities, if any, are as stated in the
SCC.
78 Section IV. General Conditions of Contract

C. PAYMENT
11. Contract Price 11.1 The Contract Price shall be as specified in Article 2
(Contract Price and Terms of Payment) of the Contract
Agreement.
11.2 The Contract Price shall be a firm lump sum not subject to
any alteration, except:
(a) in the event of a Change in the System pursuant to
GCC Clause 39 or to other clauses in the Contract;
(b) in accordance with the price adjustment formula (if
any) specified in the SCC.
11.3 The Supplier shall be deemed to have satisfied itself as to the
correctness and sufficiency of the Contract Price, which
shall, except as otherwise provided for in the Contract, cover
all its obligations under the Contract.
12. Terms of 12.1 The Supplier’s request for payment shall be made to the
Payment Purchaser in writing, accompanied by an invoice describing,
as appropriate, the System or Subsystem(s), Delivered, Pre-
commissioned, Installed, and Operationally Accepted, and
by documents submitted pursuant to GCC Clause 22.5 and
upon fulfillment of other obligations stipulated in the
Contract.
The Contract Price shall be paid as specified in the SCC.
12.2 No payment made by the Purchaser herein shall be deemed
to constitute acceptance by the Purchaser of the System or
any Subsystem(s).
12.3 Payments shall be made promptly by the Purchaser, but in no
case later than forty five (45) days after submission of a valid
invoice by the Supplier. In the event that the Purchaser fails
to make any payment by its respective due date or within the
period set forth in the Contract, the Purchaser shall pay to the
Supplier interest on the amount of such delayed payment at
the rate(s) specified in the SCC for the period of delay until
payment has been made in full, whether before or after
judgment or arbitration award.
12.4 All payments shall be made in the currency(ies) specified in
the Contract Agreement, pursuant to GCC Clause 11. For
Goods and Services supplied locally, payments shall be made
in the currency of the Purchaser’s Country, unless otherwise
Section IV. General Conditions of Contract 79

specified in the SCC.

12.5 Unless otherwise specified in the SCC, payment of the
foreign currency portion of the Contract Price for Goods
supplied from outside the Purchaser’s Country shall be made
to the Supplier through an irrevocable letter of credit opened
by an authorized bank in the Supplier’s Country and will be
payable on presentation of the appropriate documents. It is
agreed that the letter of credit will be subject to Article 10 of
the latest revision of Uniform Customs and Practice for
Documentary Credits, published by the International
Chamber of Commerce, Paris.
13. Securities 13.1 Issuance of Securities
The Supplier shall provide the securities specified below in
favor of the Purchaser at the times and in the amount,
manner, and form specified below.
13.2 Advance Payment Security
13.2.1 As specified in the SCC, the Supplier shall provide a
security equal in amount and currency to the advance
payment, and valid until the System is Operationally
Accepted.
13.2.2 The security shall be in the form provided in the
Bidding Documents or in another form acceptable to
the Purchaser. The amount of the security shall be
reduced in proportion to the value of the System
executed by and paid to the Supplier from time to time
and shall automatically become null and void when
the full amount of the advance payment has been
recovered by the Purchaser. The way the value of the
security is deemed to become reduced and, eventually,
voided is as specified in the SCC. The security shall
be returned to the Supplier immediately after its
expiration.
13.3 Performance Security
13.3.1 The Supplier shall, within twenty-eight (28) days of
the notification of Contract award, provide a security
for the due performance of the Contract in the amount
and currency specified in the SCC.
13.3.2 The security shall be a bank guarantee in the form
provided in the Sample Forms Section of the Bidding
Documents, or it shall be in another form acceptable
80 Section IV. General Conditions of Contract

to the Purchaser.
13.3.3 The security shall automatically become null and void
once all the obligations of the Supplier under the
Contract have been fulfilled, including, but not limited
to, any obligations during the Warranty Period and any
extensions to the period. The security shall be returned
to the Supplier no later than twenty-eight (28) days
after its expiration.
13.3.4 Upon Operational Acceptance of the entire System,
the security shall be reduced to the amount specified
in the SCC, on the date of such Operational
Acceptance, so that the reduced security would only
cover the remaining warranty obligations of the
Supplier.
14. Taxes and Duties 14.1 For Goods or Services supplied from outside the Purchaser’s
country, the Supplier shall be entirely responsible for all
taxes, stamp duties, license fees, and other such levies
imposed outside the Purchaser’s country. Any duties, such
as importation or customs duties, and taxes and other levies,
payable in the Purchaser’s country for the supply of Goods
and Services from outside the Purchaser’s country are the
responsibility of the Purchaser unless these duties or taxes
have been made part of the Contract Price in Article 2 of the
Contract Agreement and the Price Schedule it refers to, in
which case the duties and taxes will be the Supplier’s
responsibility.
14.2 For Goods or Services supplied locally, the Supplier shall be
entirely responsible for all taxes, duties, license fees, etc.,
incurred until delivery of the contracted Goods or Services to
the Purchaser. The only exception are taxes or duties, such
as value-added or sales tax or stamp duty as apply to, or are
clearly identifiable, on the invoices and provided they apply
in the Purchaser’s country, and only if these taxes, levies
and/or duties are also excluded from the Contract Price in
Article 2 of the Contract Agreement and the Price Schedule
it refers to.
14.3 If any tax exemptions, reductions, allowances, or privileges
may be available to the Supplier in the Purchaser’s Country,
the Purchaser shall use its best efforts to enable the Supplier
to benefit from any such tax savings to the maximum
allowable extent.
Section IV. General Conditions of Contract 81

14.4 For the purpose of the Contract, it is agreed that the Contract
Price specified in Article 2 (Contract Price and Terms of
Payment) of the Contract Agreement is based on the taxes,
duties, levies, and charges prevailing at the date twenty-eight
(28) days prior to the date of bid submission in the
Purchaser’s Country (also called “Tax” in this GCC Clause
14.4). If any Tax rates are increased or decreased, a new Tax
is introduced, an existing Tax is abolished, or any change in
interpretation or application of any Tax occurs in the course
of the performance of the Contract, which was or will be
assessed on the Supplier, its Subcontractors, or their
employees in connection with performance of the Contract,
an equitable adjustment to the Contract Price shall be made
to fully take into account any such change by addition to or
reduction from the Contract Price, as the case may be.

D. INTELLECTUAL PROPERTY
15. Copyright 15.1 The Intellectual Property Rights in all Standard Software and
Standard Materials shall remain vested in the owner of such
rights.
15.2 The Purchaser agrees to restrict use, copying, or duplication
of the Standard Software and Standard Materials in
accordance with GCC Clause 16, except that additional
copies of Standard Materials may be made by the Purchaser
for use within the scope of the project of which the System is
a part, in the event that the Supplier does not deliver copies
within thirty (30) days from receipt of a request for such
Standard Materials.
15.3 The Purchaser’s contractual rights to use the Standard
Software or elements of the Standard Software may not be
assigned, licensed, or otherwise transferred voluntarily
except in accordance with the relevant license agreement or
as may be otherwise specified in the SCC.
15.4 As applicable, the Purchaser’s and Supplier’s rights and
obligations with respect to Custom Software or elements of
the Custom Software, including any license agreements, and
with respect to Custom Materials or elements of the Custom
Materials, are specified in the SCC. Subject to the SCC,
the Intellectual Property Rights in all Custom Software and
Custom Materials specified in Appendices 4 and 5 of the
Contract Agreement (if any) shall, at the date of this Contract
or on creation of the rights (if later than the date of this
82 Section IV. General Conditions of Contract

Contract), vest in the Purchaser. The Supplier shall do and

execute or arrange for the doing and executing of each
necessary act, document, and thing that the Purchaser may
consider necessary or desirable to perfect the right, title, and
interest of the Purchaser in and to those rights. In respect of
such Custom Software and Custom Materials, the Supplier
shall ensure that the holder of a moral right in such an item
does not assert it, and the Supplier shall, if requested to do so
by the Purchaser and where permitted by applicable law,
ensure that the holder of such a moral right waives it.
15.5 The parties shall enter into such (if any) escrow
arrangements in relation to the Source Code to some or all of
the Software as are specified in the SCC and in accordance
with the SCC.
16. Software License 16.1 Except to the extent that the Intellectual Property Rights in
Agreements the Software vest in the Purchaser, the Supplier hereby
grants to the Purchaser license to access and use the
Software, including all inventions, designs, and marks
embodied in the Software.
Such license to access and use the Software shall:
(a) be:
(i) nonexclusive;
(ii) fully paid up and irrevocable (except that it shall
terminate if the Contract terminates under GCC
Clauses 41.1 or 41.3);
(iii) valid throughout the territory of the Purchaser’s
Country (or such other territory as specified in
the SCC); and
(iv) subject to additional restrictions (if any) as
specified in the SCC.
(b) permit the Software to be:
(i) used or copied for use on or with the computer(s)
for which it was acquired (if specified in the
Technical Requirements and/or the Supplier’s
bid), plus a backup computer(s) of the same or
similar capacity, if the primary is(are) inoperative,
and during a reasonable transitional period when
use is being transferred between primary and
Section IV. General Conditions of Contract 83

backup;
(ii) as specified in the SCC, used or copied for use
on or transferred to a replacement computer(s),
(and use on the original and replacement
computer(s) may be simultaneous during a
reasonable transitional period) provided that, if
the Technical Requirements and/or the Supplier’s
bid specifies a class of computer to which the
license is restricted and unless the Supplier agrees
otherwise in writing, the replacement computer(s)
is(are) within that class;
(iii) if the nature of the System is such as to permit
such access, accessed from other computers
connected to the primary and/or backup
computer(s) by means of a local or wide-area
network or similar arrangement, and used on or
copied for use on those other computers to the
extent necessary to that access;
(iv) reproduced for safekeeping or backup purposes;
(v) customized, adapted, or combined with other
computer software for use by the Purchaser,
provided that derivative software incorporating
any substantial part of the delivered, restricted
Software shall be subject to same restrictions as
are set forth in this Contract;
(vi) as specified in the SCC, disclosed to, and
reproduced for use by, support service suppliers
and their subcontractors, (and the Purchaser may
sublicense such persons to use and copy for use
the Software) to the extent reasonably necessary
to the performance of their support service
contracts, subject to the same restrictions as are
set forth in this Contract; and
(vii) disclosed to, and reproduced for use by, the
Purchaser and by such other persons as are
specified in the SCC (and the Purchaser may
sublicense such persons to use and copy for use
the Software), subject to the same restrictions as
are set forth in this Contract.
16.2 The Standard Software may be subject to audit by the
Supplier, in accordance with the terms specified in the SCC,
84 Section IV. General Conditions of Contract

to verify compliance with the above license agreements.

17. Confidential 17.1 Except if otherwise specified in the SCC, the "Receiving
Information Party" (either the Purchaser or the Supplier) shall keep
confidential and shall not, without the written consent of the
other party to this Contract (“the Disclosing Party”), divulge
to any third party any documents, data, or other information
of a confidential nature (“Confidential Information”)
connected with this Contract, and furnished directly or
indirectly by the Disclosing Party prior to or during
performance, or following termination, of this Contract.
17.2 For the purposes of GCC Clause 17.1, the Supplier is also
deemed to be the Receiving Party of Confidential
Information generated by the Supplier itself in the course of
the performance of its obligations under the Contract and
relating to the businesses, finances, suppliers, employees, or
other contacts of the Purchaser or the Purchaser’s use of the
System.
17.3 Notwithstanding GCC Clauses 17.1 and 17.2:
(a) the Supplier may furnish to its Subcontractor
Confidential Information of the Purchaser to the extent
reasonably required for the Subcontractor to perform
its work under the Contract; and
(b) the Purchaser may furnish Confidential Information of
the Supplier: (i) to its support service suppliers and
their subcontractors to the extent reasonably required
for them to perform their work under their support
service contracts; and (ii) to its affiliates and
subsidiaries,
in which event the Receiving Party shall ensure that the
person to whom it furnishes Confidential Information of the
Disclosing Party is aware of and abides by the Receiving
Party’s obligations under this GCC Clause 17 as if that
person were party to the Contract in place of the Receiving
Party.
17.4 The Purchaser shall not, without the Supplier’s prior written
consent, use any Confidential Information received from the
Supplier for any purpose other than the operation,
maintenance and further development of the System.
Similarly, the Supplier shall not, without the Purchaser’s
prior written consent, use any Confidential Information
received from the Purchaser for any purpose other than those
Section IV. General Conditions of Contract 85

that are required for the performance of the Contract.

17.5 The obligation of a party under GCC Clauses 17.1 through
17.4 above, however, shall not apply to that information
which:
(a) now or hereafter enters the public domain through no
fault of the Receiving Party;
(b) can be proven to have been possessed by the Receiving
Party at the time of disclosure and that was not
previously obtained, directly or indirectly, from the
Disclosing Party;
(c) otherwise lawfully becomes available to the Receiving
Party from a third party that has no obligation of
confidentiality.
17.6 The above provisions of this GCC Clause 17 shall not in any
way modify any undertaking of confidentiality given by
either of the parties to this Contract prior to the date of the
Contract in respect of the System or any part thereof.
17.7 The provisions of this GCC Clause 17 shall survive the
termination, for whatever reason, of the Contract for three
(3) years or such longer period as may be specified in the
SCC.

E. SUPPLY, INSTALLATION, TESTING,

COMMISSIONING, AND ACCEPTANCE OF THE SYSTEM
18. Representatives 18.1 Project Manager
If the Project Manager is not named in the Contract, then
within fourteen (14) days of the Effective Date, the
Purchaser shall appoint and notify the Supplier in writing of
the name of the Project Manager. The Purchaser may from
time to time appoint some other person as the Project
Manager in place of the person previously so appointed and
shall give a notice of the name of such other person to the
Supplier without delay. No such appointment shall be made
at such a time or in such a manner as to impede the progress
of work on the System. Such appointment shall take effect
only upon receipt of such notice by the Supplier. Subject to
the extensions and/or limitations specified in the SCC (if
any), the Project Manager shall have the authority to
represent the Purchaser on all day-to-day matters relating to
86 Section IV. General Conditions of Contract

the System or arising from the Contract, and shall normally

be the person giving or receiving notices on behalf of the
Purchaser pursuant to GCC Clause 4.
18.2 Supplier’s Representative
18.2.1 If the Supplier’s Representative is not named in the
Contract, then within fourteen (14) days of the
Effective Date, the Supplier shall appoint the
Supplier’s Representative and shall request the
Purchaser in writing to approve the person so
appointed. The request must be accompanied by a
detailed curriculum vitae for the nominee, as well as a
description of any other System or non-System
responsibilities the nominee would retain while
performing the duties of the Supplier’s Representative.
If the Purchaser does not object to the appointment
within fourteen (14) days, the Supplier’s
Representative shall be deemed to have been
approved. If the Purchaser objects to the appointment
within fourteen (14) days giving the reason therefor,
then the Supplier shall appoint a replacement within
fourteen (14) days of such objection in accordance
with this GCC Clause 18.2.1.
18.2.2 Subject to the extensions and/or limitations specified
in the SCC (if any), the Supplier’s Representative
shall have the authority to represent the Supplier on all
day-to-day matters relating to the System or arising
from the Contract, and shall normally be the person
giving or receiving notices on behalf of the Supplier
pursuant to GCC Clause 4.
18.2.3 The Supplier shall not revoke the appointment of the
Supplier’s Representative without the Purchaser’s
prior written consent, which shall not be unreasonably
withheld. If the Purchaser consents to such an action,
the Supplier shall appoint another person of equal or
superior qualifications as the Supplier’s
Representative, pursuant to the procedure set out in
GCC Clause 18.2.1.
18.2.4 The Supplier’s Representative and staff are obliged to
work closely with the Purchaser’s Project Manager
and staff, act within their own authority, and abide by
directives issued by the Purchaser that are consistent
with the terms of the Contract. The Supplier’s
Representative is responsible for managing the
Section IV. General Conditions of Contract 87

activities of its personnel and any subcontracted

personnel.
18.2.5 The Supplier’s Representative may, subject to the
approval of the Purchaser (which shall not be
unreasonably withheld), at any time delegate to any
person any of the powers, functions, and authorities
vested in him or her. Any such delegation may be
revoked at any time. Any such delegation or
revocation shall be subject to a prior notice signed by
the Supplier’s Representative and shall specify the
powers, functions, and authorities thereby delegated or
revoked. No such delegation or revocation shall take
effect unless and until the notice of it has been
delivered.
18.2.6 Any act or exercise by any person of powers,
functions and authorities so delegated to him or her in
accordance with GCC Clause 18.2.5 shall be deemed
to be an act or exercise by the Supplier’s
Representative.
18.3 Objections and Removals
18.3.1 The Purchaser may by notice to the Supplier object to
any representative or person employed by the Supplier
in the execution of the Contract who, in the reasonable
opinion of the Purchaser, may have behaved
inappropriately, be incompetent, or be negligent. The
Purchaser shall provide evidence of the same,
whereupon the Supplier shall remove such person
from work on the System.
18.3.2 If any representative or person employed by the
Supplier is removed in accordance with GCC Clause
18.3.1, the Supplier shall, where required, promptly
appoint a replacement.
19. Project Plan 19.1 In close cooperation with the Purchaser and based on the
Preliminary Project Plan included in the Supplier’s bid, the
Supplier shall develop a Project Plan encompassing the
activities specified in the Contract. The contents of the
Project Plan shall be as specified in the SCC and/or
Technical Requirements.
19.2 The Supplier shall formally present to the Purchaser the
Project Plan in accordance with the procedure specified in
88 Section IV. General Conditions of Contract

the SCC.
19.3 If required, the impact on the Implementation Schedule of
modifications agreed during finalization of the Agreed and
Finalized Project Plan shall be incorporated in the Contract
by amendment, in accordance with GCC Clauses 39 and 40.
19.4 The Supplier shall undertake to supply, install, test, and
commission the System in accordance with the Agreed and
Finalized Project Plan and the Contract.
19.5 The Progress and other reports specified in the SCC shall be
prepared by the Supplier and submitted to the Purchaser in
the format and frequency specified in the Technical
Requirements.
20. Subcontracting 20.1 Appendix 3 (List of Approved Subcontractors) to the
Contract Agreement specifies critical items of supply or
services and a list of Subcontractors for each item that are
considered acceptable by the Purchaser. If no
Subcontractors are listed for an item, the Supplier shall
prepare a list of Subcontractors it considers qualified and
wishes to be added to the list for such items. The Supplier
may from time to time propose additions to or deletions from
any such list. The Supplier shall submit any such list or any
modification to the list to the Purchaser for its approval in
sufficient time so as not to impede the progress of work on
the System. The Purchaser shall not withhold such approval
unreasonably. Such approval by the Purchaser of a
Subcontractor(s) shall not relieve the Supplier from any of
its obligations, duties, or responsibilities under the Contract.
20.2 The Supplier may, at its discretion, select and employ
Subcontractors for such critical items from those
Subcontractors listed pursuant to GCC Clause 20.1. If the
Supplier wishes to employ a Subcontractor not so listed, or
subcontract an item not so listed, it must seek the Purchaser’s
prior approval under GCC Clause 20.3.
20.3 For items for which pre-approved Subcontractor lists have
not been specified in Appendix 3 to the Contract Agreement,
the Supplier may employ such Subcontractors as it may
select, provided: (i) the Supplier notifies the Purchaser in
writing at least twenty-eight (28) days prior to the proposed
mobilization date for such Subcontractor; and (ii) by the end
of this period either the Purchaser has granted its approval in
writing or fails to respond. The Supplier shall not engage
any Subcontractor to which the Purchaser has objected in
Section IV. General Conditions of Contract 89

writing prior to the end of the notice period. The absence of

a written objection by the Purchaser during the above
specified period shall constitute formal acceptance of the
proposed Subcontractor. Except to the extent that it permits
the deemed approval of the Purchaser of Subcontractors not
listed in the Contract Agreement, nothing in this Clause,
however, shall limit the rights and obligations of either the
Purchaser or Supplier as they are specified in GCC
Clauses 20.1 and 20.2, in the SCC, or in Appendix 3 of the
Contract Agreement.
21. Design and 21.1 Technical Specifications and Drawings
Engineering
21.1.1 The Supplier shall execute the basic and detailed
design and the implementation activities necessary for
successful installation of the System in compliance
with the provisions of the Contract or, where not so
specified, in accordance with good industry practice.
The Supplier shall be responsible for any
discrepancies, errors or omissions in the
specifications, drawings, and other technical
documents that it has prepared, whether such
specifications, drawings, and other documents have
been approved by the Project Manager or not,
provided that such discrepancies, errors, or omissions
are not because of inaccurate information furnished in
writing to the Supplier by or on behalf of the
Purchaser.
21.1.2 The Supplier shall be entitled to disclaim
responsibility for any design, data, drawing,
specification, or other document, or any modification
of such design, drawings, specification, or other
documents provided or designated by or on behalf of
the Purchaser, by giving a notice of such disclaimer to
the Project Manager.
21.2 Codes and Standards
Wherever references are made in the Contract to codes and
standards in accordance with which the Contract shall be
executed, the edition or the revised version of such codes and
standards current at the date twenty-eight (28) days prior to
date of bid submission shall apply unless otherwise specified
in the SCC. During Contract execution, any changes in
such codes and standards shall be applied after approval by
the Purchaser and shall be treated in accordance with GCC
90 Section IV. General Conditions of Contract

Clause 39.3.
21.3 Approval/Review of Technical Documents by the Project
Manager
21.3.1 The Supplier shall prepare and furnish to the Project
Manager the documents as specified in the SCC for
the Project Manager’s approval or review.
Any part of the System covered by or related to the
documents to be approved by the Project Manager
shall be executed only after the Project Manager’s
approval of these documents.
GCC Clauses 21.3.2 through 21.3.7 shall apply to
those documents requiring the Project Manager’s
approval, but not to those furnished to the Project
Manager for its review only.
21.3.2 Within fourteen (14) days after receipt by the Project
Manager of any document requiring the Project
Manager’s approval in accordance with GCC Clause
21.3.1, the Project Manager shall either return one
copy of the document to the Supplier with its approval
endorsed on the document or shall notify the Supplier
in writing of its disapproval of the document and the
reasons for disapproval and the modifications that the
Project Manager proposes. If the Project Manager fails
to take such action within the fourteen (14) days, then
the document shall be deemed to have been approved
by the Project Manager.
21.3.3 The Project Manager shall not disapprove any
document except on the grounds that the document
does not comply with some specified provision of the
Contract or that it is contrary to good industry
practice.
21.3.4 If the Project Manager disapproves the document, the
Supplier shall modify the document and resubmit it
for the Project Manager’s approval in accordance with
GCC Clause 21.3.2. If the Project Manager approves
the document subject to modification(s), the Supplier
shall make the required modification(s), and the
document shall then be deemed to have been
approved, subject to GCC Clause 21.3.5. The
procedure set out in GCC Clauses 21.3.2 through
21.3.4 shall be repeated, as appropriate, until the
Section IV. General Conditions of Contract 91

Project Manager approves such documents.

21.3.5 If any dispute occurs between the Purchaser and the
Supplier in connection with or arising out of the
disapproval by the Project Manager of any document
and/or any modification(s) to a document that cannot
be settled between the parties within a reasonable
period, then, in case the Contract Agreement includes
and names an Adjudicator, such dispute may be
referred to the Adjudicator for determination in
accordance with GCC Clause 6.1 (Adjudicator). If
such dispute is referred to an Adjudicator, the Project
Manager shall give instructions as to whether and if
so, how, performance of the Contract is to proceed.
The Supplier shall proceed with the Contract in
accordance with the Project Manager’s instructions,
provided that if the Adjudicator upholds the Supplier’s
view on the dispute and if the Purchaser has not given
notice under GCC Clause 6.1.2, then the Supplier
shall be reimbursed by the Purchaser for any
additional costs incurred by reason of such
instructions and shall be relieved of such
responsibility or liability in connection with the
dispute and the execution of the instructions as the
Adjudicator shall decide, and the Time for Achieving
Operational Acceptance shall be extended accordingly.
21.3.6 The Project Manager’s approval, with or without
modification of the document furnished by the
Supplier, shall not relieve the Supplier of any
responsibility or liability imposed upon it by any
provisions of the Contract except to the extent that any
subsequent failure results from modifications required
by the Project Manager or inaccurate information
furnished in writing to the Supplier by or on behalf of
the Purchaser.
21.3.7 The Supplier shall not depart from any approved
document unless the Supplier has first submitted to
the Project Manager an amended document and
obtained the Project Manager’s approval of the
document, pursuant to the provisions of this GCC
Clause 21.3. If the Project Manager requests any
change in any already approved document and/or in
any document based on such an approved document,
the provisions of GCC Clause 39 (Changes to the
92 Section IV. General Conditions of Contract

System) shall apply to such request.

22. Procurement, 22.1 Subject to related Purchaser's responsibilities pursuant to
Delivery, and GCC Clauses 10 and 14, the Supplier shall manufacture or
Transport procure and transport all the Information Technologies,
Materials, and other Goods in an expeditious and orderly
manner to the Project Site.
22.2 Delivery of the Information Technologies, Materials, and
other Goods shall be made by the Supplier in accordance
with the Technical Requirements.
22.3 Early or partial deliveries require the explicit written consent
of the Purchaser, which consent shall not be unreasonably
withheld.
22.4 Transportation
22.4.1 The Supplier shall provide such packing of the Goods
as is required to prevent their damage or deterioration
during shipment. The packing, marking, and
documentation within and outside the packages shall
comply strictly with the Purchaser’s instructions to
the Supplier.
22.4.2 The Supplier will bear responsibility for and cost of
transport to the Project Sites in accordance with the
terms and conditions used in the specification of
prices in the Price Schedules, including the terms and
conditions of the associated Incoterms.
22.4.3 Unless otherwise specified in the SCC, the Supplier
shall be free to use transportation through carriers
registered in any eligible country and to obtain
insurance from any eligible source country.
22.5 Unless otherwise specified in the SCC, the Supplier will
provide the Purchaser with shipping and other documents, as
specified below:
22.5.1 For Goods supplied from outside the Purchaser’s
Country:
Upon shipment, the Supplier shall notify the Purchaser
and the insurance company contracted by the Supplier
to provide cargo insurance by telex, cable, facsimile,
electronic mail, or EDI with the full details of the
shipment. The Supplier shall promptly send the
following documents to the Purchaser by mail or
Section IV. General Conditions of Contract 93

courier, as appropriate, with a copy to the cargo

insurance company:
(a) two copies of the Supplier’s invoice showing the
description of the Goods, quantity, unit price, and
total amount;
(b) usual transportation documents;
(c) insurance certificate;
(d) certificate(s) of origin; and
(e) estimated time and point of arrival in the
Purchaser’s Country and at the site.
22.5.2 For Goods supplied locally (i.e., from within the
Purchaser’s country):
Upon shipment, the Supplier shall notify the Purchaser
by telex, cable, facsimile, electronic mail, or EDI with
the full details of the shipment. The Supplier shall
promptly send the following documents to the
Purchaser by mail or courier, as appropriate:
(a) two copies of the Supplier’s invoice showing the
Goods’ description, quantity, unit price, and total
amount;
(b) delivery note, railway receipt, or truck receipt;
(c) certificate of insurance;
(d) certificate(s) of origin; and
(e) estimated time of arrival at the site.
22.6 Customs Clearance
(a) The Purchaser will bear responsibility for, and cost of,
customs clearance into the Purchaser's country in
accordance the particular Incoterm(s) used for Goods
supplied from outside the Purchaser’s country in the
Price Schedules referred to by Article 2 of the Contract
Agreement.
(b) At the request of the Purchaser, the Supplier will make
available a representative or agent during the process of
customs clearance in the Purchaser's country for goods
supplied from outside the Purchaser's country. In the
94 Section IV. General Conditions of Contract

event of delays in customs clearance that are not the

fault of the Supplier:
(i) the Supplier shall be entitled to an extension in
the Time for Achieving Operational Acceptance,
pursuant to GCC Clause 40;
(ii) the Contract Price shall be adjusted to
compensate the Supplier for any additional
storage charges that the Supplier may incur as a
result of the delay.
23. Product 23.1 At any point during performance of the Contract, should
Upgrades technological advances be introduced by the Supplier for
Information Technologies originally offered by the Supplier
in its bid and still to be delivered, the Supplier shall be
obligated to offer to the Purchaser the latest versions of the
available Information Technologies having equal or better
performance or functionality at the same or lesser unit prices,
pursuant to GCC Clause 39 (Changes to the System).
23.2 At any point during performance of the Contract, for
Information Technologies still to be delivered, the Supplier
will also pass on to the Purchaser any cost reductions and
additional and/or improved support and facilities that it
offers to other clients of the Supplier in the Purchaser’s
Country, pursuant to GCC Clause 39 (Changes to the
System).
23.3 During performance of the Contract, the Supplier shall offer
to the Purchaser all new versions, releases, and updates of
Standard Software, as well as related documentation and
technical support services, within thirty (30) days of their
availability from the Supplier to other clients of the Supplier
in the Purchaser’s Country, and no later than twelve (12)
months after they are released in the country of origin. In no
case will the prices for these Software exceed those quoted
by the Supplier in the Recurrent Costs tables in its bid.
23.4 During the Warranty Period, unless otherwise specified in
the SCC, the Supplier will provide at no additional cost to
the Purchaser all new versions, releases, and updates for all
Standard Software that are used in the System, within thirty
(30) days of their availability from the Supplier to other
clients of the Supplier in the Purchaser’s country, and no
later than twelve (12) months after they are released in the
country of origin of the Software.
Section IV. General Conditions of Contract 95

23.5 The Purchaser shall introduce all new versions, releases or

updates of the Software within eighteen (18) months of
receipt of a production-ready copy of the new version,
release, or update, provided that the new version, release, or
update does not adversely affect System operation or
performance or require extensive reworking of the System.
In cases where the new version, release, or update adversely
affects System operation or performance, or requires
extensive reworking of the System, the Supplier shall
continue to support and maintain the version or release
previously in operation for as long as necessary to allow
introduction of the new version, release, or update. In no
case shall the Supplier stop supporting or maintaining a
version or release of the Software less than twenty four (24)
months after the Purchaser receives a production-ready copy
of a subsequent version, release, or update. The Purchaser
shall use all reasonable endeavors to implement any new
version, release, or update as soon as practicable, subject to
the twenty-four-month-long stop date.
24. Implementation, 24.1 The Supplier shall provide all Services specified in the
Installation, and Contract and Agreed and Finalized Project Plan in
Other Services accordance with the highest standards of professional
competence and integrity.
24.2 Prices charged by the Supplier for Services, if not included
in the Contract, shall be agreed upon in advance by the
parties (including, but not restricted to, any prices submitted
by the Supplier in the Recurrent Cost Schedules of its Bid)
and shall not exceed the prevailing rates charged by the
Supplier to other purchasers in the Purchaser’s Country for
similar services.
25. Inspections and 25.1 The Purchaser or its representative shall have the right to
Tests inspect and/or test any components of the System, as
specified in the Technical Requirements, to confirm their
good working order and/or conformity to the Contract at the
point of delivery and/or at the Project Site.
25.2 The Purchaser or its representative shall be entitled to attend
any such inspections and/or tests of the components,
provided that the Purchaser shall bear all costs and expenses
incurred in connection with such attendance, including but
not limited to all inspection agent fees, travel, and related
expenses.
25.3 Should the inspected or tested components fail to conform to
the Contract, the Purchaser may reject the component(s), and
96 Section IV. General Conditions of Contract

the Supplier shall either replace the rejected component(s),

or make alterations as necessary so that it meets the Contract
requirements free of cost to the Purchaser.
25.4 The Project Manager may require the Supplier to carry out
any inspection and/or test not specified in the Contract,
provided that the Supplier’s reasonable costs and expenses
incurred in the carrying out of such inspection and/or test
shall be added to the Contract Price. Further, if such
inspection and/or test impedes the progress of work on the
System and/or the Supplier’s performance of its other
obligations under the Contract, due allowance will be made
in respect of the Time for Achieving Operational Acceptance
and the other obligations so affected.
25.5 If any dispute shall arise between the parties in connection
with or caused by an inspection and/or with regard to any
component to be incorporated in the System that cannot be
settled amicably between the parties within a reasonable
period of time, either party may invoke the process pursuant
to GCC Clause 6 (Settlement of Disputes), starting with
referral of the matter to the Adjudicator in case an
Adjudicator is included and named in the Contract
Agreement.
26. Installation of the 26.1 As soon as the System, or any Subsystem, has, in the opinion
System of the Supplier, been delivered, Pre-commissioned, and made
ready for Commissioning and Operational Acceptance
Testing in accordance with the Technical Requirements, the
SCC and the Agreed and Finalized Project Plan, the Supplier
shall so notify the Purchaser in writing.
26.2 The Project Manager shall, within fourteen (14) days after
receipt of the Supplier’s notice under GCC Clause 26.1,
either issue an Installation Certificate in the form specified in
the Sample Forms Section in the Bidding Documents, stating
that the System, or major component or Subsystem (if
Acceptance by major component or Subsystem is specified
pursuant to the SCC for GCC Clause 27.2.1), has achieved
Installation by the date of the Supplier’s notice under GCC
Clause 26.1, or notify the Supplier in writing of any defects
and/or deficiencies, including, but not limited to, defects or
deficiencies in the interoperability or integration of the
various components and/or Subsystems making up the
System. The Supplier shall use all reasonable endeavors to
promptly remedy any defect and/or deficiencies that the
Project Manager has notified the Supplier of. The Supplier
Section IV. General Conditions of Contract 97

shall then promptly carry out retesting of the System or

Subsystem and, when in the Supplier’s opinion the System
or Subsystem is ready for Commissioning and Operational
Acceptance Testing, notify the Purchaser in writing, in
accordance with GCC Clause 26.1. The procedure set out in
this GCC Clause 26.2 shall be repeated, as necessary, until
an Installation Certificate is issued.
26.3 If the Project Manager fails to issue the Installation
Certificate and fails to inform the Supplier of any defects
and/or deficiencies within fourteen (14) days after receipt of
the Supplier’s notice under GCC Clause 26.1, or if the
Purchaser puts the System or a Subsystem into production
operation, then the System (or Subsystem) shall be deemed
to have achieved successful Installation as of the date of the
Supplier’s notice or repeated notice, or when the Purchaser
put the System into production operation, as the case may be.
27. Commissioning 27.1 Commissioning
and Operational
Acceptance 27.1.1 Commissioning of the System (or Subsystem if
specified pursuant to the SCC for GCC Clause 27.2.1)
shall be commenced by the Supplier:
(a) immediately after the Installation Certificate is
issued by the Project Manager, pursuant to GCC
Clause 26.2; or
(b) as otherwise specified in the Technical
Requirement or the Agreed and Finalized
Project Plan; or
(c) immediately after Installation is deemed to have
occurred, under GCC Clause 26.3.
27.1.2 The Purchaser shall supply the operating and technical
personnel and all materials and information
reasonably required to enable the Supplier to carry out
its obligations with respect to Commissioning.
Production use of the System or Subsystem(s) shall
not commence prior to the start of formal Operational
Acceptance Testing.
27.2 Operational Acceptance Tests
27.2.1 The Operational Acceptance Tests (and repeats of
such tests) shall be the primary responsibility of the
Purchaser (in accordance with GCC Clause 10.9), but
98 Section IV. General Conditions of Contract

shall be conducted with the full cooperation of the

Supplier during Commissioning of the System (or
major components or Subsystem[s] if specified in the
SCC and supported by the Technical Requirements),
to ascertain whether the System (or major component
or Subsystem[s]) conforms to the Technical
Requirements and meets the standard of performance
quoted in the Supplier’s bid, including, but not
restricted to, the functional and technical performance
requirements. The Operational Acceptance Tests
during Commissioning will be conducted as specified
in the SCC, the Technical Requirements and/or the
Agreed and Finalized Project Plan.
At the Purchaser’s discretion, Operational Acceptance
Tests may also be performed on replacement Goods,
upgrades and new version releases, and Goods that are
added or field-modified after Operational Acceptance
of the System.
27.2.2 If for reasons attributable to the Purchaser, the
Operational Acceptance Test of the System (or
Subsystem[s] or major components, pursuant to the
SCC for GCC Clause 27.2.1) cannot be successfully
completed within the period specified in the SCC,
from the date of Installation or any other period agreed
upon in writing by the Purchaser and the Supplier, the
Supplier shall be deemed to have fulfilled its
obligations with respect to the technical and functional
aspects of the Technical Specifications, SCC and/or
the Agreed and Finalized Project Plan, and GCC
Clause 28.2 and 28.3 shall not apply.
27.3 Operational Acceptance
27.3.1 Subject to GCC Clause 27.4 (Partial Acceptance)
below, Operational Acceptance shall occur in respect
of the System, when
(a) the Operational Acceptance Tests, as specified in
the Technical Requirements, and/or SCC and/or
the Agreed and Finalized Project Plan have been
successfully completed; or
(b) the Operational Acceptance Tests have not been
successfully completed or have not been carried
out for reasons that are attributable to the
Purchaser within the period from the date of
Section IV. General Conditions of Contract 99

Installation or any other agreed-upon period as

specified in GCC Clause 27.2.2 above; or
(c) the Purchaser has put the System into production
or use for sixty (60) consecutive days. If the
System is put into production or use in this
manner, the Supplier shall notify the Purchaser
and document such use.
27.3.2 At any time after any of the events set out in GCC
Clause 27.3.1 have occurred, the Supplier may give a
notice to the Project Manager requesting the issue of
an Operational Acceptance Certificate.
27.3.3 After consultation with the Purchaser, and within
fourteen (14) days after receipt of the Supplier’s
notice, the Project Manager shall:
(a) issue an Operational Acceptance Certificate; or
(b) notify the Supplier in writing of any defect or
deficiencies or other reason for the failure of the
Operational Acceptance Tests; or
(c) issue the Operational Acceptance Certificate, if
the situation covered by GCC Clause 27.3.1 (b)
arises.
27.3.4 The Supplier shall use all reasonable endeavors to
promptly remedy any defect and/or deficiencies and/or
other reasons for the failure of the Operational
Acceptance Test that the Project Manager has notified
the Supplier of. Once such remedies have been made
by the Supplier, the Supplier shall notify the
Purchaser, and the Purchaser, with the full cooperation
of the Supplier, shall use all reasonable endeavors to
promptly carry out retesting of the System or
Subsystem. Upon the successful conclusion of the
Operational Acceptance Tests, the Supplier shall
notify the Purchaser of its request for Operational
Acceptance Certification, in accordance with GCC
Clause 27.3.3. The Purchaser shall then issue to the
Supplier the Operational Acceptance Certification in
accordance with GCC Clause 27.3.3 (a), or shall
notify the Supplier of further defects, deficiencies, or
other reasons for the failure of the Operational
Acceptance Test. The procedure set out in this GCC
Clause 27.3.4 shall be repeated, as necessary, until an
100 Section IV. General Conditions of Contract

Operational Acceptance Certificate is issued.

27.3.5 If the System or Subsystem fails to pass the
Operational Acceptance Test(s) in accordance with
GCC Clause 27.2, then either:
(a) the Purchaser may consider terminating the
Contract, pursuant to GCC Clause 41.2.2;
or
(b) if the failure to achieve Operational Acceptance
within the specified time period is a result of
the failure of the Purchaser to fulfill its
obligations under the Contract, then the
Supplier shall be deemed to have fulfilled its
obligations with respect to the relevant
technical and functional aspects of the Contract,
and GCC Clauses 30.3 and 30.4 shall not apply.
27.3.6 If within fourteen (14) days after receipt of the
Supplier’s notice the Project Manager fails to issue the
Operational Acceptance Certificate or fails to inform
the Supplier in writing of the justifiable reasons why
the Project Manager has not issued the Operational
Acceptance Certificate, the System or Subsystem shall
be deemed to have been accepted as of the date of the
Supplier’s said notice.
27.4 Partial Acceptance
27.4.1 If so specified in the SCC for GCC Clause 27.2.1,
Installation and Commissioning shall be carried out
individually for each identified major component or
Subsystem(s) of the System. In this event, the
provisions in the Contract relating to Installation and
Commissioning, including the Operational Acceptance
Test, shall apply to each such major component or
Subsystem individually, and Operational Acceptance
Certificate(s) shall be issued accordingly for each such
major component or Subsystem of the System, subject to
the limitations contained in GCC Clause 27.4.2.
27.4.2 The issuance of Operational Acceptance Certificates for
individual major components or Subsystems pursuant to
GCC Clause 27.4.1 shall not relieve the Supplier of its
obligation to obtain an Operational Acceptance
Certificate for the System as an integrated whole (if so
specified in the SCC for GCC Clauses 12.1 and 27.2.1)
Section IV. General Conditions of Contract 101

once all major components and Subsystems have been

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

F. GUARANTEES AND LIABILITIES

28. Operational 28.1 The Supplier guarantees that it shall complete the supply,
Acceptance Time Installation, Commissioning, and achieve Operational
Guarantee Acceptance of the System (or Subsystems, pursuant to the
SCC for GCC Clause 27.2.1) within the time periods
specified in the Implementation Schedule in the Technical
Requirements Section and/or the Agreed and Finalized
Project Plan pursuant to GCC Clause 8.2, or within such
extended time to which the Supplier shall be entitled under
GCC Clause 40 (Extension of Time for Achieving
Operational Acceptance).
28.2 If the Supplier fails to supply, install, commission, and achieve
Operational Acceptance of the System (or Subsystems pursuant
to the SCC for GCC Clause 27.2.1) within the time for
achieving Operational Acceptance specified in the
Implementation Schedule in the Technical Requirement or the
Agreed and Finalized Project Plan, or any extension of the time
for achieving Operational Acceptance previously granted under
GCC Clause 40 (Extension of Time for Achieving Operational
Acceptance), the Supplier shall pay to the Purchaser liquidated
damages at the rate specified in the SCC as a percentage of the
Contract Price, or the relevant part of the Contract Price if a
Subsystem has not achieved Operational Acceptance. The
aggregate amount of such liquidated damages shall in no event
exceed the amount specified in the SCC (“the Maximum”).
Once the Maximum is reached, the Purchaser may consider
termination of the Contract, pursuant to GCC Clause 41.2.2.
28.3 Unless otherwise specified in the SCC, liquidated damages
102 Section IV. General Conditions of Contract

payable under GCC Clause 28.2 shall apply only to the

failure to achieve Operational Acceptance of the System (and
Subsystems) as specified in the Implementation Schedule in
the Technical Requirements and/or Agreed and Finalized
Project Plan. This Clause 28.3 shall not limit, however, any
other rights or remedies the Purchaser may have under the
Contract for other delays.
28.4 If liquidated damages are claimed by the Purchaser for the
System (or Subsystem), the Supplier shall have no further
liability whatsoever to the Purchaser in respect to the
Operational Acceptance time guarantee for the System (or
Subsystem). However, the payment of liquidated damages
shall not in any way relieve the Supplier from any of its
obligations to complete the System or from any other of its
obligations and liabilities under the Contract.
29. Defect Liability 29.1 The Supplier warrants that the System, including all
Information Technologies, Materials, and other Goods
supplied and Services provided, shall be free from defects in
the design, engineering, Materials, and workmanship that
prevent the System and/or any of its components from
fulfilling the Technical Requirements or that limit in a
material fashion the performance, reliability, or extensibility
of the System and/or Subsystems. Exceptions and/or
limitations, if any, to this warranty with respect to Software
(or categories of Software), shall be as specified in the SCC.
Commercial warranty provisions of products supplied under
the Contract shall apply to the extent that they do not conflict
with the provisions of this Contract.
29.2 The Supplier also warrants that the Information
Technologies, Materials, and other Goods supplied under the
Contract are new, unused, and incorporate all recent
improvements in design that materially affect the System’s
or Subsystem’s ability to fulfill the Technical Requirements.
29.3 In addition, the Supplier warrants that: (i) all Goods
components to be incorporated into the System form part of
the Supplier’s and/or Subcontractor’s current product lines,
(ii) they have been previously released to the market, and
(iii) those specific items identified in the SCC (if any) have
been in the market for at least the minimum periods
specified in the SCC.
29.4 The Warranty Period shall commence from the date of
Operational Acceptance of the System (or of any major
component or Subsystem for which separate Operational
Section IV. General Conditions of Contract 103

Acceptance is provided for in the Contract) and shall extend

for the length of time specified in the SCC.
29.5 If during the Warranty Period any defect as described in
GCC Clause 29.1 should be found in the design, engineering,
Materials, and workmanship of the Information Technologies
and other Goods supplied or of the Services provided by the
Supplier, the Supplier shall promptly, in consultation and
agreement with the Purchaser regarding appropriate
remedying of the defects, and at its sole cost, repair, replace,
or otherwise make good (as the Supplier shall, at its
discretion, determine) such defect as well as any damage to
the System caused by such defect. Any defective Information
Technologies or other Goods that have been replaced by the
Supplier shall remain the property of the Supplier.
29.6 The Supplier shall not be responsible for the repair,
replacement, or making good of any defect or of any damage
to the System arising out of or resulting from any of the
following causes:
(a) improper operation or maintenance of the System by the
Purchaser;
(b) normal wear and tear;
(c) use of the System with items not supplied by the
Supplier, unless otherwise identified in the Technical
Requirements, or approved by the Supplier; or
(d) modifications made to the System by the Purchaser, or a
third party, not approved by the Supplier.
29.7 The Supplier’s obligations under this GCC Clause 29 shall
not apply to:
(a) any materials that are normally consumed in operation or
have a normal life shorter than the Warranty Period; or
(b) any designs, specifications, or other data designed,
supplied, or specified by or on behalf of the Purchaser or
any matters for which the Supplier has disclaimed
responsibility, in accordance with GCC Clause 21.1.2.
29.8 The Purchaser shall give the Supplier a notice promptly
following the discovery of such defect, stating the nature of
any such defect together with all available evidence. The
Purchaser shall afford all reasonable opportunity for the
Supplier to inspect any such defect. The Purchaser shall
104 Section IV. General Conditions of Contract

afford the Supplier all necessary access to the System and the
site to enable the Supplier to perform its obligations under
this GCC Clause 29.
29.9 The Supplier may, with the consent of the Purchaser, remove
from the site any Information Technologies and other Goods
that are defective, if the nature of the defect, and/or any
damage to the System caused by the defect, is such that
repairs cannot be expeditiously carried out at the site. If the
repair, replacement, or making good is of such a character
that it may affect the efficiency of the System, the Purchaser
may give the Supplier notice requiring that tests of the
defective part be made by the Supplier immediately upon
completion of such remedial work, whereupon the Supplier
shall carry out such tests.
If such part fails the tests, the Supplier shall carry out further
repair, replacement, or making good (as the case may be)
until that part of the System passes such tests. The tests shall
be agreed upon by the Purchaser and the Supplier.
29.10 If the Supplier fails to commence the work necessary to
remedy such defect or any damage to the System caused by
such defect within the time period specified in the SCC, the
Purchaser may, following notice to the Supplier, proceed to
do such work or contract a third party (or parties) to do such
work, and the reasonable costs incurred by the Purchaser in
connection with such work shall be paid to the Purchaser by
the Supplier or may be deducted by the Purchaser from any
monies due the Supplier or claimed under the Performance
Security.
29.11 If the System or Subsystem cannot be used by reason of
such defect and/or making good of such defect, the Warranty
Period for the System shall be extended by a period equal to
the period during which the System or Subsystem could not
be used by the Purchaser because of such defect and/or
making good of such defect.
29.12 Items substituted for defective parts of the System during
the Warranty Period shall be covered by the Defect Liability
Warranty for the remainder of the Warranty Period
applicable for the part replaced or three (3) months,
whichever is greater.
29.13 At the request of the Purchaser and without prejudice to any
other rights and remedies that the Purchaser may have
against the Supplier under the Contract, the Supplier will
Section IV. General Conditions of Contract 105

offer all possible assistance to the Purchaser to seek warranty

services or remedial action from any subcontracted third-
party producers or licensor of Goods included in the System,
including without limitation assignment or transfer in favor
of the Purchaser of the benefit of any warranties given by
such producers or licensors to the Supplier.
30. Functional 30.1 The Supplier guarantees that, once the Operational
Guarantees Acceptance Certificate(s) has been issued, the System
represents a complete, integrated solution to the Purchaser’s
requirements set forth in the Technical Requirements and it
conforms to all other aspects of the Contract. The Supplier
acknowledges that GCC Clause 27 regarding
Commissioning and Operational Acceptance governs how
technical conformance of the System to the Contract
requirements will be determined.
30.2 If, for reasons attributable to the Supplier, the System does
not conform to the Technical Requirements or does not
conform to all other aspects of the Contract, the Supplier
shall at its cost and expense make such changes,
modifications, and/or additions to the System as may be
necessary to conform to the Technical Requirements and
meet all functional and performance standards. The Supplier
shall notify the Purchaser upon completion of the necessary
changes, modifications, and/or additions and shall request
the Purchaser to repeat the Operational Acceptance Tests
until the System achieves Operational Acceptance.
30.3 If the System (or Subsystem[s]) fails to achieve Operational
Acceptance, the Purchaser may consider termination of the
Contract, pursuant to GCC Clause 41.2.2, and forfeiture of
the Supplier’s Performance Security in accordance with
GCC Clause 13.3 in compensation for the extra costs and
delays likely to result from this failure.
31. Intellectual 31.1 The Supplier hereby represents and warrants that:
Property Rights
Warranty (a) the System as supplied, installed, tested, and accepted;
(b) use of the System in accordance with the Contract; and
(c) copying of the Software and Materials provided to the
Purchaser in accordance with the Contract
do not and will not infringe any Intellectual Property Rights
held by any third party and that it has all necessary rights or
at its sole expense shall have secured in writing all transfers
106 Section IV. General Conditions of Contract

of rights and other consents necessary to make the

assignments, licenses, and other transfers of Intellectual
Property Rights and the warranties set forth in the Contract,
and for the Purchaser to own or exercise all Intellectual
Property Rights as provided in the Contract. Without
limitation, the Supplier shall secure all necessary written
agreements, consents, and transfers of rights from its
employees and other persons or entities whose services are
used for development of the System.
32. Intellectual 32.1 The Supplier shall indemnify and hold harmless the
Property Rights Purchaser and its employees and officers from and against
Indemnity any and all losses, liabilities, and costs (including losses,
liabilities, and costs incurred in defending a claim alleging
such a liability), that the Purchaser or its employees or
officers may suffer as a result of any infringement or alleged
infringement of any Intellectual Property Rights by reason
of:
(a) installation of the System by the Supplier or the use of
the System, including the Materials, in the country
where the site is located;
(b) copying of the Software and Materials provided the
Supplier in accordance with the Agreement; and
(c) sale of the products produced by the System in any
country, except to the extent that such losses, liabilities,
and costs arise as a result of the Purchaser’s breach of
GCC Clause 32.2.
32.2 Such indemnity shall not cover any use of the System,
including the Materials, other than for the purpose indicated
by or to be reasonably inferred from the Contract, any
infringement resulting from the use of the System, or any
products of the System produced thereby in association or
combination with any other goods or services not supplied
by the Supplier, where the infringement arises because of
such association or combination and not because of use of
the System in its own right.
32.3 Such indemnities shall also not apply if any claim of
infringement:
(a) is asserted by a parent, subsidiary, or affiliate of the
Purchaser’s organization;
(b) is a direct result of a design mandated by the
Section IV. General Conditions of Contract 107

Purchaser’s Technical Requirements and the possibility

of such infringement was duly noted in the Supplier’s
Bid; or
(c) results from the alteration of the System, including the
Materials, by the Purchaser or any persons other than
the Supplier or a person authorized by the Supplier.
32.4 If any proceedings are brought or any claim is made against
the Purchaser arising out of the matters referred to in GCC
Clause 32.1, the Purchaser shall promptly give the Supplier
notice of such proceedings or claims, and the Supplier may
at its own expense and in the Purchaser’s name conduct such
proceedings or claim and any negotiations for the settlement
of any such proceedings or claim.
If the Supplier fails to notify the Purchaser within twenty-
eight (28) days after receipt of such notice that it intends to
conduct any such proceedings or claim, then the Purchaser
shall be free to conduct the same on its own behalf. Unless
the Supplier has so failed to notify the Purchaser within the
twenty-eight (28) days, the Purchaser shall make no
admission that may be prejudicial to the defense of any such
proceedings or claim. The Purchaser shall, at the Supplier’s
request, afford all available assistance to the Supplier in
conducting such proceedings or claim and shall be
reimbursed by the Supplier for all reasonable expenses
incurred in so doing.
32.5 The Purchaser shall indemnify and hold harmless the
Supplier and its employees, officers, and Subcontractors
from and against any and all losses, liabilities, and costs
(including losses, liabilities, and costs incurred in defending
a claim alleging such a liability) that the Supplier or its
employees, officers, or Subcontractors may suffer as a result
of any infringement or alleged infringement of any
Intellectual Property Rights arising out of or in connection
with any design, data, drawing, specification, or other
documents or materials provided to the Supplier in
connection with this Contract by the Purchaser or any
persons (other than the Supplier) contracted by the
Purchaser, except to the extent that such losses, liabilities,
and costs arise as a result of the Supplier’s breach of GCC
Clause 32.8.
32.6 Such indemnity shall not cover
(a) any use of the design, data, drawing, specification, or
108 Section IV. General Conditions of Contract

other documents or materials, other than for the

purpose indicated by or to be reasonably inferred from
the Contract;
(b) any infringement resulting from the use of the design,
data, drawing, specification, or other documents or
materials, or any products produced thereby, in
association or combination with any other Goods or
Services not provided by the Purchaser or any other
person contracted by the Purchaser, where the
infringement arises because of such association or
combination and not because of the use of the design,
data, drawing, specification, or other documents or
materials in its own right.
32.7 Such indemnities shall also not apply:
(a) if any claim of infringement is asserted by a parent,
subsidiary, or affiliate of the Supplier’s organization;
(b) to the extent that any claim of infringement is caused
by the alteration, by the Supplier, or any persons
contracted by the Supplier, of the design, data,
drawing, specification, or other documents or materials
provided to the Supplier by the Purchaser or any
persons contracted by the Purchaser.
32.8 If any proceedings are brought or any claim is made against
the Supplier arising out of the matters referred to in GCC
Clause 32.5, the Supplier shall promptly give the Purchaser
notice of such proceedings or claims, and the Purchaser may
at its own expense and in the Supplier’s name conduct such
proceedings or claim and any negotiations for the settlement
of any such proceedings or claim. If the Purchaser fails to
notify the Supplier within twenty-eight (28) days after
receipt of such notice that it intends to conduct any such
proceedings or claim, then the Supplier shall be free to
conduct the same on its own behalf. Unless the Purchaser
has so failed to notify the Supplier within the twenty-eight
(28) days, the Supplier shall make no admission that may be
prejudicial to the defense of any such proceedings or claim.
The Supplier shall, at the Purchaser’s request, afford all
available assistance to the Purchaser in conducting such
proceedings or claim and shall be reimbursed by the
Purchaser for all reasonable expenses incurred in so doing.
Section IV. General Conditions of Contract 109

33. Limitation of 33.1 Provided the following does not exclude or limit any
Liability liabilities of either party in ways not permitted by applicable
law:
(a) the Supplier shall not be liable to the Purchaser,
whether in contract, tort, or otherwise, for any indirect
or consequential loss or damage, loss of use, loss of
production, or loss of profits or interest costs, provided
that this exclusion shall not apply to any obligation of
the Supplier to pay liquidated damages to the
Purchaser; and
(b) the aggregate liability of the Supplier to the Purchaser,
whether under the Contract, in tort or otherwise, shall
not exceed the total Contract Price, provided that this
limitation shall not apply to any obligation of the
Supplier to indemnify the Purchaser with respect to
intellectual property rights infringement.

G. RISK DISTRIBUTION
34. Transfer of 34.1 With the exception of Software and Materials, the ownership
Ownership of the Information Technologies and other Goods shall be
transferred to the Purchaser at the time of Delivery or
otherwise under terms that may be agreed upon and specified
in the Contract Agreement.
34.2 Ownership and the terms of usage of the Software and
Materials supplied under the Contract shall be governed by
GCC Clause 15 (Copyright) and any elaboration in the
Technical Requirements.
34.3 Ownership of the Supplier’s Equipment used by the Supplier
and its Subcontractors in connection with the Contract shall
remain with the Supplier or its Subcontractors.
35. Care of the 35.1 The Purchaser shall become responsible for the care and
System custody of the System or Subsystems upon their Delivery.
The Purchaser shall make good at its own cost any loss or
damage that may occur to the System or Subsystems from
any cause from the date of Delivery until the date of
Operational Acceptance of the System or Subsystems,
pursuant to GCC Clause 27 (Commissioning and Operational
Acceptance), excepting such loss or damage arising from
acts or omissions of the Supplier, its employees, or
subcontractors.
110 Section IV. General Conditions of Contract

35.2 If any loss or damage occurs to the System or any part of the
System by reason of:
(a) (insofar as they relate to the country where the Project
Site is located) nuclear reaction, nuclear radiation,
radioactive contamination, a pressure wave caused by
aircraft or other aerial objects, or any other occurrences
that an experienced contractor could not reasonably
foresee, or if reasonably foreseeable could not
reasonably make provision for or insure against, insofar
as such risks are not normally insurable on the
insurance market and are mentioned in the general
exclusions of the policy of insurance taken out under
GCC Clause 37;
(b) any use not in accordance with the Contract, by the
Purchaser or any third party;
(c) any use of or reliance upon any design, data, or
specification provided or designated by or on behalf of
the Purchaser, or any such matter for which the
Supplier has disclaimed responsibility in accordance
with GCC Clause 21.1.2,
the Purchaser shall pay to the Supplier all sums payable in
respect of the System or Subsystems that have achieved
Operational Acceptance, notwithstanding that the same be
lost, destroyed, or damaged. If the Purchaser requests the
Supplier in writing to make good any loss or damage to the
System thereby occasioned, the Supplier shall make good the
same at the cost of the Purchaser in accordance with GCC
Clause 39. If the Purchaser does not request the Supplier in
writing to make good any loss or damage to the System
thereby occasioned, the Purchaser shall either request a
change in accordance with GCC Clause 39, excluding the
performance of that part of the System thereby lost,
destroyed, or damaged, or, where the loss or damage affects
a substantial part of the System, the Purchaser shall
terminate the Contract pursuant to GCC Clause 41.1.
35.3 The Purchaser shall be liable for any loss of or damage to
any Supplier’s Equipment which the Purchaser has
authorized to locate within the Purchaser's premises for use
in fulfillment of Supplier's obligations under the Contract,
except where such loss or damage arises from acts or
omissions of the Supplier, its employees, or subcontractors.
36. Loss of or 36.1 The Supplier and each and every Subcontractor shall abide
Section IV. General Conditions of Contract 111

Damage to by the job safety, insurance, customs, and immigration

Property; measures prevalent and laws in force in the Purchaser’s
Accident or Country.
Injury to
Workers; 36.2 Subject to GCC Clause 36.3, the Supplier shall indemnify
Indemnification and hold harmless the Purchaser and its employees and
officers from and against any and all losses, liabilities and
costs (including losses, liabilities, and costs incurred in
defending a claim alleging such a liability) that the Purchaser
or its employees or officers may suffer as a result of the
death or injury of any person or loss of or damage to any
property (other than the System, whether accepted or not)
arising in connection with the supply, installation, testing,
and Commissioning of the System and by reason of the
negligence of the Supplier or its Subcontractors, or their
employees, officers or agents, except any injury, death, or
property damage caused by the negligence of the Purchaser,
its contractors, employees, officers, or agents.
36.3 If any proceedings are brought or any claim is made against
the Purchaser that might subject the Supplier to liability
under GCC Clause 36.2, the Purchaser shall promptly give
the Supplier notice of such proceedings or claims, and the
Supplier may at its own expense and in the Purchaser’s name
conduct such proceedings or claim and any negotiations for
the settlement of any such proceedings or claim. If the
Supplier fails to notify the Purchaser within twenty-eight
(28) days after receipt of such notice that it intends to
conduct any such proceedings or claim, then the Purchaser
shall be free to conduct the same on its own behalf. Unless
the Supplier has so failed to notify the Purchaser within the
twenty-eight (28) day period, the Purchaser shall make no
admission that may be prejudicial to the defense of any such
proceedings or claim. The Purchaser shall, at the Supplier’s
request, afford all available assistance to the Supplier in
conducting such proceedings or claim and shall be
reimbursed by the Supplier for all reasonable expenses
incurred in so doing.
36.4 The Purchaser shall indemnify and hold harmless the
Supplier and its employees, officers, and Subcontractors
from any and all losses, liabilities, and costs (including
losses, liabilities, and costs incurred in defending a claim
alleging such a liability) that the Supplier or its employees,
officers, or Subcontractors may suffer as a result of the death
or personal injury of any person or loss of or damage to
property of the Purchaser, other than the System not yet
112 Section IV. General Conditions of Contract

achieving Operational Acceptance, that is caused by fire,

explosion, or any other perils, in excess of the amount
recoverable from insurances procured under GCC Clause 37
(Insurances), provided that such fire, explosion, or other
perils were not caused by any act or failure of the Supplier.
36.5 If any proceedings are brought or any claim is made against
the Supplier that might subject the Purchaser to liability
under GCC Clause 36.4, the Supplier shall promptly give the
Purchaser notice of such proceedings or claims, and the
Purchaser may at its own expense and in the Supplier’s name
conduct such proceedings or claim and any negotiations for
the settlement of any such proceedings or claim. If the
Purchaser fails to notify the Supplier within twenty-eight
(28) days after receipt of such notice that it intends to
conduct any such proceedings or claim, then the Supplier
shall be free to conduct the same on its own behalf. Unless
the Purchaser has so failed to notify the Supplier within the
twenty-eight (28) days, the Supplier shall make no admission
that may be prejudicial to the defense of any such
proceedings or claim. The Supplier shall, at the Purchaser’s
request, afford all available assistance to the Purchaser in
conducting such proceedings or claim and shall be
reimbursed by the Purchaser for all reasonable expenses
incurred in so doing.
36.6 The party entitled to the benefit of an indemnity under this
GCC Clause 36 shall take all reasonable measures to
mitigate any loss or damage that has occurred. If the party
fails to take such measures, the other party’s liabilities shall
be correspondingly reduced.
37. Insurances 37.1 The Supplier shall at its expense take out and maintain in
effect, or cause to be taken out and maintained in effect,
during the performance of the Contract, the insurance set
forth below. The identity of the insurers and the form of the
policies shall be subject to the approval of the Purchaser,
who should not unreasonably withhold such approval.
(a) Cargo Insurance During Transport
as applicable, 110 percent of the price of the
Information Technologies and other Goods in a freely
convertible currency, covering the Goods from physical
loss or damage during shipment through receipt at the
Project Site.
Section IV. General Conditions of Contract 113

(b) Installation “All Risks” Insurance

as applicable, 110 percent of the price of the
Information Technologies and other Goods covering
the Goods at the site from all risks of physical loss or
damage (excluding only perils commonly excluded
under “all risks” insurance policies of this type by
reputable insurers) occurring prior to Operational
Acceptance of the System.
(c) Third-Party Liability Insurance
On terms as specified in the SCC, covering bodily
injury or death suffered by third parties (including the
Purchaser’s personnel) and loss of or damage to
property (including the Purchaser’s property and any
Subsystems that have been accepted by the Purchaser)
occurring in connection with the supply and installation
of the Information System.
(d) Automobile Liability Insurance
In accordance with the statutory requirements
prevailing in the Purchaser’s Country, covering use of
all vehicles used by the Supplier or its Subcontractors
(whether or not owned by them) in connection with the
execution of the Contract.
(e) Other Insurance (if any), as specified in the SCC.
37.2 The Purchaser shall be named as co-insured under all
insurance policies taken out by the Supplier pursuant to GCC
Clause 37.1, except for the Third-Party Liability, and the
Supplier’s Subcontractors shall be named as co-insured
under all insurance policies taken out by the Supplier
pursuant to GCC Clause 37.1 except for Cargo Insurance
During Transport. All insurer’s rights of subrogation against
such co-insured for losses or claims arising out of the
performance of the Contract shall be waived under such
policies.
37.3 The Supplier shall deliver to the Purchaser certificates of
insurance (or copies of the insurance policies) as evidence
that the required policies are in full force and effect.
37.4 The Supplier shall ensure that, where applicable, its
Subcontractor(s) shall take out and maintain in effect
adequate insurance policies for their personnel and vehicles
and for work executed by them under the Contract, unless
114 Section IV. General Conditions of Contract

such Subcontractors are covered by the policies taken out by

the Supplier.
37.5 If the Supplier fails to take out and/or maintain in effect the
insurance referred to in GCC Clause 37.1, the Purchaser may
take out and maintain in effect any such insurance and may
from time to time deduct from any amount due the Supplier
under the Contract any premium that the Purchaser shall
have paid to the insurer or may otherwise recover such
amount as a debt due from the Supplier.
37.6 Unless otherwise provided in the Contract, the Supplier shall
prepare and conduct all and any claims made under the
policies effected by it pursuant to this GCC Clause 37, and
all monies payable by any insurers shall be paid to the
Supplier. The Purchaser shall give to the Supplier all such
reasonable assistance as may be required by the Supplier in
connection with any claim under the relevant insurance
policies. With respect to insurance claims in which the
Purchaser’s interest is involved, the Supplier shall not give
any release or make any compromise with the insurer
without the prior written consent of the Purchaser. With
respect to insurance claims in which the Supplier’s interest is
involved, the Purchaser shall not give any release or make
any compromise with the insurer without the prior written
consent of the Supplier.
38. Force Majeure 38.1 “Force Majeure” shall mean any event beyond the reasonable
control of the Purchaser or of the Supplier, as the case may
be, and which is unavoidable notwithstanding the reasonable
care of the party affected and shall include, without
limitation, the following:
(a) war, hostilities, or warlike operations (whether a state
of war be declared or not), invasion, act of foreign
enemy, and civil war;
(b) rebellion, revolution, insurrection, mutiny, usurpation
of civil or military government, conspiracy, riot, civil
commotion, and terrorist acts;
(c) confiscation, nationalization, mobilization,
commandeering or requisition by or under the order of
any government or de jure or de facto authority or
ruler, or any other act or failure to act of any local state
or national government authority;
(d) strike, sabotage, lockout, embargo, import restriction,
Section IV. General Conditions of Contract 115

port congestion, lack of usual means of public

transportation and communication, industrial dispute,
shipwreck, shortage or restriction of power supply,
epidemics, quarantine, and plague;
(e) earthquake, landslide, volcanic activity, fire, flood or
inundation, tidal wave, typhoon or cyclone, hurricane,
storm, lightning, or other inclement weather condition,
nuclear and pressure waves, or other natural or
physical disaster;
(f) failure, by the Supplier, to obtain the necessary export
permit(s) from the governments of the Country(s) of
Origin of the Information Technologies or other Goods,
or Supplier’s Equipment provided that the Supplier has
made all reasonable efforts to obtain the required
export permit(s), including the exercise of due
diligence in determining the eligibility of the System
and all of its components for receipt of the necessary
export permits.
38.2 If either party is prevented, hindered, or delayed from or in
performing any of its obligations under the Contract by an
event of Force Majeure, then it shall notify the other in
writing of the occurrence of such event and the
circumstances of the event of Force Majeure within fourteen
(14) days after the occurrence of such event.
38.3 The party who has given such notice shall be excused from
the performance or punctual performance of its obligations
under the Contract for so long as the relevant event of Force
Majeure continues and to the extent that such party’s
performance is prevented, hindered, or delayed. The Time
for Achieving Operational Acceptance shall be extended in
accordance with GCC Clause 40 (Extension of Time for
Achieving Operational Acceptance).
38.4 The party or parties affected by the event of Force Majeure
shall use reasonable efforts to mitigate the effect of the event
of Force Majeure upon its or their performance of the
Contract and to fulfill its or their obligations under the
Contract, but without prejudice to either party’s right to
terminate the Contract under GCC Clause 38.6.
38.5 No delay or nonperformance by either party to this Contract
caused by the occurrence of any event of Force Majeure
shall:
116 Section IV. General Conditions of Contract

(a) constitute a default or breach of the Contract;

(b) (subject to GCC Clauses 35.2, 38.3, and 38.4) give rise
to any claim for damages or additional cost or expense
occasioned by the delay or nonperformance,
if, and to the extent that, such delay or nonperformance is
caused by the occurrence of an event of Force Majeure.
38.6 If the performance of the Contract is substantially prevented,
hindered, or delayed for a single period of more than sixty
(60) days or an aggregate period of more than one hundred
and twenty (120) days on account of one or more events of
Force Majeure during the time period covered by the
Contract, the parties will attempt to develop a mutually
satisfactory solution, failing which, either party may
terminate the Contract by giving a notice to the other.
38.7 In the event of termination pursuant to GCC Clause 38.6, the
rights and obligations of the Purchaser and the Supplier shall
be as specified in GCC Clauses 41.1.2 and 41.1.3.
38.8 Notwithstanding GCC Clause 38.5, Force Majeure shall not
apply to any obligation of the Purchaser to make payments to
the Supplier under this Contract.

H. CHANGE IN CONTRACT ELEMENTS

39. Changes to the 39.1 Introducing a Change
System
39.1.1 Subject to GCC Clauses 39.2.5 and 39.2.7, the
Purchaser shall have the right to propose, and
subsequently require, the Project Manager to order
the Supplier from time to time during the
performance of the Contract to make any change,
modification, addition, or deletion to, in, or from the
System (interchangeably called “Change”), provided
that such Change falls within the general scope of
the System, does not constitute unrelated work, and
is technically practicable, taking into account both
the state of advancement of the System and the
technical compatibility of the Change envisaged
with the nature of the System as originally specified
in the Contract.
A Change may involve, but is not restricted to, the
substitution of updated Information Technologies
 117

and related Services in accordance with

GCC Clause 23 (Product Upgrades).
39.1.2 The Supplier may from time to time during its
performance of the Contract propose to the
Purchaser (with a copy to the Project Manager) any
Change that the Supplier considers necessary or
desirable to improve the quality or efficiency of the
System. The Purchaser may at its discretion
approve or reject any Change proposed by the
Supplier.
39.1.3 Notwithstanding GCC Clauses 39.1.1 and 39.1.2, no
change made necessary because of any default of the
Supplier in the performance of its obligations under
the Contract shall be deemed to be a Change, and
such change shall not result in any adjustment of the
Contract Price or the Time for Achieving
Operational Acceptance.
39.1.4 The procedure on how to proceed with and execute
Changes is specified in GCC Clauses 39.2 and 39.3,
and further details and sample forms are provided in
the Sample Forms Section in the Bidding
Documents.
39.1.5 Moreover, the Purchaser and Supplier will agree,
during development of the Project Plan, to a date
prior to the scheduled date for Operational
Acceptance, after which the Technical Requirements
for the System shall be “frozen.” Any Change
initiated after this time will be dealt with after
Operational Acceptance.
39.2 Changes Originating from Purchaser
39.2.1 If the Purchaser proposes a Change pursuant to GCC
Clauses 39.1.1, it shall send to the Supplier a
“Request for Change Proposal,” requiring the
Supplier to prepare and furnish to the Project
Manager as soon as reasonably practicable a
“Change Proposal,” which shall include the
following:
(a) brief description of the Change;
(b) impact on the Time for Achieving Operational
Acceptance;
118 Section IV. General Conditions of Contract

(c) detailed estimated cost of the Change;

(d) effect on Functional Guarantees (if any);
(e) effect on any other provisions of the Contract.
39.2.2 Prior to preparing and submitting the “Change
Proposal,” the Supplier shall submit to the Project
Manager an “Change Estimate Proposal,” which
shall be an estimate of the cost of preparing the
Change Proposal, plus a first approximation of the
suggested approach and cost for implementing the
changes. Upon receipt of the Supplier’s Change
Estimate Proposal, the Purchaser shall do one of the
following:
(a) accept the Supplier’s estimate with instructions
to the Supplier to proceed with the preparation
of the Change Proposal;
(b) advise the Supplier of any part of its Change
Estimate Proposal that is unacceptable and
request the Supplier to review its estimate;
(c) advise the Supplier that the Purchaser does not
intend to proceed with the Change.
39.2.3 Upon receipt of the Purchaser’s instruction to
proceed under GCC Clause 39.2.2 (a), the Supplier
shall, with proper expedition, proceed with the
preparation of the Change Proposal, in accordance
with GCC Clause 39.2.1. The Supplier, at its
discretion, may specify a validity period for the
Change Proposal, after which if the Purchaser and
Supplier has not reached agreement in accordance
with GCC Clause 39.2.6, then GCC Clause 39.2.7
shall apply.
39.2.4 The pricing of any Change shall, as far as
practicable, be calculated in accordance with the
rates and prices included in the Contract. If the
nature of the Change is such that the Contract rates
and prices are inequitable, the parties to the Contract
shall agree on other specific rates to be used for
valuing the Change.
39.2.5 If before or during the preparation of the Change
Proposal it becomes apparent that the aggregate
impact of compliance with the Request for Change
Section IV. General Conditions of Contract 119

Proposal and with all other Change Orders that have

already become binding upon the Supplier under this
GCC Clause 39 would be to increase or decrease the
Contract Price as originally set forth in Article 2
(Contract Price) of the Contract Agreement by more
than fifteen (15) percent, the Supplier may give a
written notice of objection to this Request for
Change Proposal prior to furnishing the Change
Proposal. If the Purchaser accepts the Supplier’s
objection, the Purchaser shall withdraw the proposed
Change and shall notify the Supplier in writing of its
acceptance.
The Supplier’s failure to so object to a Request for
Change Proposal shall neither affect its right to
object to any subsequent requested Changes or
Change Orders, nor affect its right to take into
account, when making such subsequent objection,
the percentage increase or decrease in the Contract
Price that any Change not objected to by the
Supplier represents.
39.2.6 Upon receipt of the Change Proposal, the Purchaser
and the Supplier shall mutually agree upon all
matters contained in the Change Proposal. Within
fourteen (14) days after such agreement, the
Purchaser shall, if it intends to proceed with the
Change, issue the Supplier a Change Order. If the
Purchaser is unable to reach a decision within
fourteen (14) days, it shall notify the Supplier with
details of when the Supplier can expect a decision.
If the Purchaser decides not to proceed with the
Change for whatever reason, it shall, within the said
period of fourteen (14) days, notify the Supplier
accordingly. Under such circumstances, the
Supplier shall be entitled to reimbursement of all
costs reasonably incurred by it in the preparation of
the Change Proposal, provided that these do not
exceed the amount given by the Supplier in its
Change Estimate Proposal submitted in accordance
with GCC Clause 39.2.2.
39.2.7 If the Purchaser and the Supplier cannot reach
agreement on the price for the Change, an equitable
adjustment to the Time for Achieving Operational
Acceptance, or any other matters identified in the
Change Proposal, the Change will not be
 120

implemented. However, this provision does not

limit the rights of either party under GCC Clause 6
(Settlement of Disputes).
39.3 Changes Originating from Supplier
If the Supplier proposes a Change pursuant to GCC
Clause 39.1.2, the Supplier shall submit to the Project
Manager a written “Application for Change Proposal,”
giving reasons for the proposed Change and including the
information specified in GCC Clause 39.2.1. Upon receipt
of the Application for Change Proposal, the parties shall
follow the procedures outlined in GCC Clauses 39.2.6 and
39.2.7. However, should the Purchaser choose not to
proceed or the Purchaser and the Supplier cannot come to
agreement on the change during any validity period that the
Supplier may specify in its Application for Change Proposal,
the Supplier shall not be entitled to recover the costs of
preparing the Application for Change Proposal, unless
subject to an agreement between the Purchaser and the
Supplier to the contrary.
40. Extension of 40.1 The time(s) for achieving Operational Acceptance specified
Time for in the Schedule of Implementation shall be extended if the
Achieving Supplier is delayed or impeded in the performance of any of
Operational its obligations under the Contract by reason of any of the
Acceptance following:
(a) any Change in the System as provided in GCC
Clause 39 (Change in the Information System);
(b) any occurrence of Force Majeure as provided in GCC
Clause 38 (Force Majeure);
(c) default of the Purchaser; or
(d) any other matter specifically mentioned in the
Contract;
by such period as shall be fair and reasonable in all the
circumstances and as shall fairly reflect the delay or
impediment sustained by the Supplier.
40.2 Except where otherwise specifically provided in the
Contract, the Supplier shall submit to the Project Manager a
notice of a claim for an extension of the time for achieving
Operational Acceptance, together with particulars of the
event or circumstance justifying such extension as soon as
reasonably practicable after the commencement of such
Section IV. General Conditions of Contract 121

event or circumstance. As soon as reasonably practicable

after receipt of such notice and supporting particulars of the
claim, the Purchaser and the Supplier shall agree upon the
period of such extension. In the event that the Supplier does
not accept the Purchaser’s estimate of a fair and reasonable
time extension, the Supplier shall be entitled to refer the
matter to the provisions for the Settlement of Disputes
pursuant to GCC Clause 6.
40.3 The Supplier shall at all times use its reasonable efforts to
minimize any delay in the performance of its obligations
under the Contract.
41. Termination 41.1 Termination for Purchaser’s Convenience
41.1.1 The Purchaser may at any time terminate the
Contract for any reason by giving the Supplier a
notice of termination that refers to this GCC
Clause 41.1.
41.1.2 Upon receipt of the notice of termination under GCC
Clause 41.1.1, the Supplier shall either as soon as
reasonably practical or upon the date specified in the
notice of termination
(a) cease all further work, except for such work as
the Purchaser may specify in the notice of
termination for the sole purpose of protecting
that part of the System already executed, or any
work required to leave the site in a clean and
safe condition;
(b) terminate all subcontracts, except those to be
assigned to the Purchaser pursuant to GCC
Clause 41.1.2 (d) (ii) below;
(c) remove all Supplier’s Equipment from the site,
repatriate the Supplier’s and its Subcontractors’
personnel from the site, remove from the site any
wreckage, rubbish, and debris of any kind;
(d) in addition, the Supplier, subject to the payment
specified in GCC Clause 41.1.3, shall
(i) deliver to the Purchaser the parts of the
System executed by the Supplier up to the
date of termination;
(ii) to the extent legally possible, assign to the
122 Section IV. General Conditions of Contract

Purchaser all right, title, and benefit of the

Supplier to the System, or Subsystem, as at
the date of termination, and, as may be
required by the Purchaser, in any
subcontracts concluded between the
Supplier and its Subcontractors;
(iii) deliver to the Purchaser all nonproprietary
drawings, specifications, and other
documents prepared by the Supplier or its
Subcontractors as of the date of
termination in connection with the System.
41.1.3 In the event of termination of the Contract under
GCC Clause 41.1.1, the Purchaser shall pay to the
Supplier the following amounts:
(a) the Contract Price, properly attributable to the
parts of the System executed by the Supplier as
of the date of termination;
(b) the costs reasonably incurred by the Supplier in
the removal of the Supplier’s Equipment from
the site and in the repatriation of the Supplier’s
and its Subcontractors’ personnel;
(c) any amount to be paid by the Supplier to its
Subcontractors in connection with the
termination of any subcontracts, including any
cancellation charges;
(d) costs incurred by the Supplier in protecting the
System and leaving the site in a clean and safe
condition pursuant to GCC Clause 41.1.2 (a); and
(e) the cost of satisfying all other obligations,
commitments, and claims that the Supplier may
in good faith have undertaken with third parties
in connection with the Contract and that are not
covered by GCC Clauses 41.1.3 (a) through (d)
above.
41.2 Termination for Supplier’s Default
41.2.1 The Purchaser, without prejudice to any other
rights or remedies it may possess, may terminate
the Contract forthwith in the following
circumstances by giving a notice of termination
and its reasons therefore to the Supplier, referring
Section IV. General Conditions of Contract 123

to this GCC Clause 41.2:

(a) if the Supplier becomes bankrupt or insolvent,
has a receiving order issued against it,
compounds with its creditors, or, if the Supplier
is a corporation, a resolution is passed or order is
made for its winding up (other than a voluntary
liquidation for the purposes of amalgamation or
reconstruction), a receiver is appointed over any
part of its undertaking or assets, or if the
Supplier takes or suffers any other analogous
action in consequence of debt;
(b) if the Supplier assigns or transfers the Contract
or any right or interest therein in violation of the
provision of GCC Clause 42 (Assignment); or
(c) if the Supplier, in the judgment of the Purchaser,
has engaged in corrupt, fraudulent, collusive,
coercive or obstructive practices, in competing
for or in executing the Contract, including but
not limited to willful misrepresentation of facts
concerning ownership of Intellectual Property
Rights in, or proper authorization and/or licenses
from the owner to offer, the hardware, software,
or materials provided under this Contract.
For the purposes of this Clause:
(i) “corrupt practice”1 is the offering, giving,
receiving or soliciting, directly or
indirectly, of anything of value to
influence improperly the actions of
another party;
(ii) “fraudulent practice”2 is any act or
omission, including a misrepresentation,
that knowingly or recklessly misleads, or
attempts to mislead, a party to obtain a
financial or other benefit or to avoid an
obligation;
(iii) “collusive practice”3 is an arrangement
1
“Another party” refers to a public official acting in relation to the procurement process or contract
execution]. In this context, “public official” includes World Bank staff and employees of other
organizations taking or reviewing procurement decisions.
2
A “party” refers to a public official; the terms “benefit” and “obligation” relate to the procurement
process or contract execution; and the “act or omission” is intended to influence the procurement process or
contract execution.
 124

between two or more parties designed to

achieve an improper purpose, including to
influence improperly the actions of
another party;
(iv) “coercive practice”4 is impairing or
harming, or threatening to impair or harm,
directly or indirectly, any party or the
property of the party to influence
improperly the actions of a party;
(v) “obstructive practice” is
(aa) deliberately destroying, falsifying,
altering or concealing of evidence
material to the investigation or
making false statements to
investigators in order to materially
impede a Bank investigation into
allegations of a corrupt, fraudulent,
coercive or collusive practice; and/or
threatening, harassing or intimidating
any party to prevent it from
disclosing its knowledge of matters
relevant to the investigation or from
pursuing the investigation; or
(bb) acts intended to materially impede
the exercise of the Bank’s inspection
and audit rights provided for under
Sub-Clause 9.8.
41.2.2 If the Supplier:
(a) has abandoned or repudiated the Contract;
(b) has without valid reason failed to commence
work on the System promptly;
(c) persistently fails to execute the Contract in
accordance with the Contract or persistently
neglects to carry out its obligations under the
Contract without just cause;
(d) refuses or is unable to provide sufficient
Materials, Services, or labor to execute and

3
“Parties” refers to participants in the procurement process (including public officials) attempting to
establish bid prices at artificial, non competitive levels.
4
A “party” refers to a participant in the procurement process or contract execution.
Section IV. General Conditions of Contract 125

complete the System in the manner specified in

the Agreed and Finalized Project Plan furnished
under GCC Clause 19 at rates of progress that
give reasonable assurance to the Purchaser that
the Supplier can attain Operational Acceptance
of the System by the Time for Achieving
Operational Acceptance as extended;
then the Purchaser may, without prejudice to any
other rights it may possess under the Contract, give a
notice to the Supplier stating the nature of the
default and requiring the Supplier to remedy the
same. If the Supplier fails to remedy or to take steps
to remedy the same within fourteen (14) days of its
receipt of such notice, then the Purchaser may
terminate the Contract forthwith by giving a notice
of termination to the Supplier that refers to this GCC
Clause 41.2.
41.2.3 Upon receipt of the notice of termination under GCC
Clauses 41.2.1 or 41.2.2, the Supplier shall, either
immediately or upon such date as is specified in the
notice of termination:
(a) cease all further work, except for such work as
the Purchaser may specify in the notice of
termination for the sole purpose of protecting
that part of the System already executed or any
work required to leave the site in a clean and
safe condition;
(b) terminate all subcontracts, except those to be
assigned to the Purchaser pursuant to GCC
Clause 41.2.3 (d) below;
(c) deliver to the Purchaser the parts of the System
executed by the Supplier up to the date of
termination;
(d) to the extent legally possible, assign to the
Purchaser all right, title and benefit of the
Supplier to the System or Subsystems as at the
date of termination, and, as may be required by
the Purchaser, in any subcontracts concluded
between the Supplier and its Subcontractors;
(e) deliver to the Purchaser all drawings,
specifications, and other documents prepared by
126 Section IV. General Conditions of Contract

the Supplier or its Subcontractors as at the date

of termination in connection with the System.
41.2.4 The Purchaser may enter upon the site, expel the
Supplier, and complete the System itself or by
employing any third party. Upon completion of the
System or at such earlier date as the Purchaser
thinks appropriate, the Purchaser shall give notice to
the Supplier that such Supplier’s Equipment will be
returned to the Supplier at or near the site and shall
return such Supplier’s Equipment to the Supplier in
accordance with such notice. The Supplier shall
thereafter without delay and at its cost remove or
arrange removal of the same from the site.
41.2.5 Subject to GCC Clause 41.2.6, the Supplier shall be
entitled to be paid the Contract Price attributable to
the portion of the System executed as at the date of
termination and the costs, if any, incurred in
protecting the System and in leaving the site in a
clean and safe condition pursuant to GCC
Clause 41.2.3 (a). Any sums due the Purchaser from
the Supplier accruing prior to the date of termination
shall be deducted from the amount to be paid to the
Supplier under this Contract.
41.2.6 If the Purchaser completes the System, the cost of
completing the System by the Purchaser shall be
determined. If the sum that the Supplier is entitled
to be paid, pursuant to GCC Clause 41.2.5, plus the
reasonable costs incurred by the Purchaser in
completing the System, exceeds the Contract Price,
the Supplier shall be liable for such excess. If such
excess is greater than the sums due the Supplier
under GCC Clause 41.2.5, the Supplier shall pay the
balance to the Purchaser, and if such excess is less
than the sums due the Supplier under GCC
Clause 41.2.5, the Purchaser shall pay the balance to
the Supplier. The Purchaser and the Supplier shall
agree, in writing, on the computation described
above and the manner in which any sums shall be
paid.
41.3 Termination by Supplier
41.3.1 If:
Section IV. General Conditions of Contract 127

(a) the Purchaser has failed to pay the Supplier any

sum due under the Contract within the specified
period, has failed to approve any invoice or
supporting documents without just cause
pursuant to the SCC, or commits a substantial
breach of the Contract, the Supplier may give a
notice to the Purchaser that requires payment of
such sum, with interest on this sum as stipulated
in GCC Clause 12.3, requires approval of such
invoice or supporting documents, or specifies the
breach and requires the Purchaser to remedy the
same, as the case may be. If the Purchaser fails
to pay such sum together with such interest, fails
to approve such invoice or supporting documents
or give its reasons for withholding such
approval, fails to remedy the breach or take steps
to remedy the breach within fourteen (14) days
after receipt of the Supplier’s notice; or
(b) the Supplier is unable to carry out any of its
obligations under the Contract for any reason
attributable to the Purchaser, including but not
limited to the Purchaser’s failure to provide
possession of or access to the site or other areas
or failure to obtain any governmental permit
necessary for the execution and/or completion of
the System;
then the Supplier may give a notice to the Purchaser
of such events, and if the Purchaser has failed to pay
the outstanding sum, to approve the invoice or
supporting documents, to give its reasons for
withholding such approval, or to remedy the breach
within twenty-eight (28) days of such notice, or if
the Supplier is still unable to carry out any of its
obligations under the Contract for any reason
attributable to the Purchaser within twenty-eight
(28) days of the said notice, the Supplier may by a
further notice to the Purchaser referring to this GCC
Clause 41.3.1, forthwith terminate the Contract.
41.3.2 The Supplier may terminate the Contract
immediately by giving a notice to the Purchaser to
that effect, referring to this GCC Clause 41.3.2, if
the Purchaser becomes bankrupt or insolvent, has a
receiving order issued against it, compounds with its
creditors, or, being a corporation, if a resolution is
128 Section IV. General Conditions of Contract

passed or order is made for its winding up (other

than a voluntary liquidation for the purposes of
amalgamation or reconstruction), a receiver is
appointed over any part of its undertaking or assets,
or if the Purchaser takes or suffers any other
analogous action in consequence of debt.
41.3.3 If the Contract is terminated under GCC
Clauses 41.3.1 or 41.3.2, then the Supplier shall
immediately:
(a) cease all further work, except for such work as
may be necessary for the purpose of protecting
that part of the System already executed, or any
work required to leave the site in a clean and
safe condition;
(b) terminate all subcontracts, except those to be
assigned to the Purchaser pursuant to
Clause 41.3.3 (d) (ii);
(c) remove all Supplier’s Equipment from the site
and repatriate the Supplier’s and its
Subcontractor’s personnel from the site.
(d) In addition, the Supplier, subject to the payment
specified in GCC Clause 41.3.4, shall:
(i) deliver to the Purchaser the parts of the
System executed by the Supplier up to the
date of termination;
(ii) to the extent legally possible, assign to the
Purchaser all right, title, and benefit of the
Supplier to the System, or Subsystems, as
of the date of termination, and, as may be
required by the Purchaser, in any
subcontracts concluded between the
Supplier and its Subcontractors;
(iii) to the extent legally possible, deliver to the
Purchaser all drawings, specifications, and
other documents prepared by the Supplier
or its Subcontractors as of the date of
termination in connection with the System.
41.3.4 If the Contract is terminated under GCC
Clauses 41.3.1 or 41.3.2, the Purchaser shall pay to
Section IV. General Conditions of Contract 129

the Supplier all payments specified in GCC

Clause 41.1.3, and reasonable compensation for all
loss, except for loss of profit, or damage sustained
by the Supplier arising out of, in connection with, or
in consequence of such termination.
41.3.5 Termination by the Supplier pursuant to this GCC
Clause 41.3 is without prejudice to any other rights
or remedies of the Supplier that may be exercised in
lieu of or in addition to rights conferred by GCC
Clause 41.3.
41.4 In this GCC Clause 41, the expression “portion of the
System executed” shall include all work executed, Services
provided, and all Information Technologies, or other Goods
acquired (or subject to a legally binding obligation to
purchase) by the Supplier and used or intended to be used for
the purpose of the System, up to and including the date of
termination.
41.5 In this GCC Clause 41, in calculating any monies due from
the Purchaser to the Supplier, account shall be taken of any
sum previously paid by the Purchaser to the Supplier under
the Contract, including any advance payment paid pursuant
to the SCC.
42. Assignment 42.l Neither the Purchaser nor the Supplier shall, without the
express prior written consent of the other, assign to any third
party the Contract or any part thereof, or any right, benefit,
obligation, or interest therein or thereunder, except that the
Supplier shall be entitled to assign either absolutely or by
way of charge any monies due and payable to it or that may
become due and payable to it under the Contract.
 131

SECTION V. SPECIAL CONDITIONS OF CONTRACT (SCC)

Table of Clauses
A. Contract and Interpretation 133
1. Definitions (GCC Clause 1)133
2. Contract Documents (GCC Clause 2) 133
3. Interpretation (GCC Clause 3) 134
4. Notices (GCC Clause 4) 134
5. Governing Law (GCC Clause 5) 134
6. Settlement of Disputes (GCC Clause 6) 134
B. Subject Matter of Contract 134
8. Time for Commencement and Operational Acceptance (GCC Clause 8) 134
9. Supplier’s Responsibilities (GCC Clause 9) 135
10. Purchaser’s Responsibilities (GCC Clause 10) 135
C. Payment 135
11. Contract Price (GCC Clause 11) 135
12. Terms of Payment (GCC Clause 12) 135
13. Securities (GCC Clause 13) 137
14. Taxes and Duties (GCC Clause 14) 138
D. Intellectual Property 138
15. Copyright (GCC Clause 15) 138
16. Software License Agreements (GCC Clause 16) 139
17. Confidential Information (GCC Clause 17)139
E. Supply, Installation, Testing, Commissioning, and Acceptance of the System
140
18. Representatives (GCC Clause 18) 140
19. Project Plan (GCC Clause 19) 140
20. Subcontracting (GCC Clause 20) 141
21. Design and Engineering (GCC Clause 21) 142
22. Procurement, Delivery, and Transport (GCC Clause 22) 142
23. Product Upgrades (GCC Clause 23) 142
24. Implementation, Installation, and Other Services (GCC Clause 24) 142
25. Inspections and Tests (GCC Clause 25) 143
26. Installation of the System (GCC Clause 26) 143
27. Commissioning and Operational Acceptance (GCC Clause 27) 143
F. Guarantees and Liabilities 143
28. Operational Acceptance Time Guarantee (GCC Clause 28) 143
29. Defect Liability (GCC Clause 29) 143
30. Functional Guarantees (GCC Clause 30) 144
 132

31. Intellectual Property Rights Warranty (GCC Clause 31) 144

32. Intellectual Property Rights Indemnity (GCC Clause 32) 144
33. Limitation of Liability (GCC Clause 33) 144
G. Risk Distribution144
34. Transfer of Ownership (GCC Clause 34) 144
35. Care of the System (GCC Clause 35) 145
36. Loss of or Damage to Property; Accident or Injury to Workers; Indemnification
(GCC Clause 36) 145
37. Insurances (GCC Clause 37) 145
38. Force Majeure (GCC Clause 38) 145
H. Change in Contract Elements 145
39. Changes to the System (GCC Clause 39) 145
40. Extension of Time for Achieving Operational Acceptance (GCC Clause 40) 146
41. Termination (GCC Clause 41) 146
42. Assignment (GCC Clause 42) 146
Section V. Special Conditions of Contract 133

Special Conditions of Contract

The following Special Conditions of Contract (SCC) shall supplement or amend the General
Conditions of Contract (GCC). Whenever there is a conflict, the provisions of the SCC shall
prevail over those in the General Conditions of Contract. For the purposes of clarity, any
referenced GCC clause numbers are indicated in the left column of the SCC.

A. CONTRACT AND INTERPRETATION

1. Definitions (GCC Clause 1)

GCC 1.1 (a) (ix) The applicable edition of the Procurement Guidelines is dated:
Procurement of Goods, Works and Non-Consulting Services
under IBRD Loans and IDA Credits & Grants by World Bank
Borrowers edition of January 2011 revised July 2014

GCC 1.1 (b) (i) The Purchaser is: Private Sector Foundation Uganda

The Borrower is: Government of Uganda

GCC 1.1 (b) (ii) The Project Manager is: The Registrar- General Uganda Registration
Services Bureau.
GCC 1.1 (e) (i) The Purchaser’s Country is: Uganda.

GCC 1.1 (e) (iii) The Project Site(s) is/are:

Uganda Registration Services Bureau

Plot 5 George Street, Georgiana House
P.O. Box 6848 Kampala Uganda

GCC 1.1 (e) (x) The Contract shall continue in force until the Information System and
all the Services have been provided unless the Contract is
terminated earlier in accordance with the terms set out in the
Contract.

GCC 1.1. (e) (xii) The Post-Warranty Services Period is twenty-four (24) months starting
with the completion of the Warranty Period.

2. Contract Documents (GCC Clause 2)

GCC 2 There are no Special Conditions of Contract applicable to GCC Clause
2.
134 Section V. Special Conditions of Contract

3. Interpretation (GCC Clause 3)

GCC 3.1.1 The Contract's governing language is English.

4. Notices (GCC Clause 4)

GCC 4.3 Address of the Project Manager:
Uganda Registration Services Bureau
Plot 5 George Street, Georgiana House
P.O.Box 6848 Kampala Uganda
Telephone: +256 414 235915/+256 414 233219
Fax: +256 414 250712,URL: www.ursb.go.ug

5. Governing Law (GCC Clause 5)

GCC 5.1 The Contract shall be interpreted in accordance with the laws of: The
Republic of Uganda.

6. Settlement of Disputes (GCC Clause 6)

GCC 6.1.4 The Appointing Authority for the Adjudicator is:
The Information Technology Industry Council (ITI)
1101 K St., NW Suite 610
Washington, D.C. 20005, USA
GCC 6.2.3 Arbitration proceedings shall be conducted in accordance with the rules
of arbitration of UNCITRAL These rules, in the version in force
at the time of the request for arbitration, will be deemed to form
part of this Contract.
Any dispute between the Purchaser and a Supplier arising in connection
with the present Contract shall be referred to arbitration in
accordance with the laws of the Purchaser’s country.

B. SUBJECT MATTER OF CONTRACT

8. Time for Commencement and Operational Acceptance (GCC Clause 8)

GCC 8.1 The Supplier shall commence work on the System within: 15 of days
from the Effective Date of the Contract.

GCC 8.2 Operational Acceptance will occur on or before: Operational

Acceptance date consistent with the Implementation Schedule
Section V. Special Conditions of Contract 135

in the Technical Requirements Section.

9. Supplier’s Responsibilities (GCC Clause 9)

GCC 9.9 The Supplier shall have the following additional responsibilities: none.

10. Purchaser’s Responsibilities (GCC Clause 10)

GCC 10.12 The Purchaser shall have the following additional responsibilities: none.

C. PAYMENT

11. Contract Price (GCC Clause 11)

GCC 11.2 (b) Adjustments to the Contract Price shall be as follows: none.

12. Terms of Payment (GCC Clause 12)

GCC 12.1 Subject to the provisions of GCC Clause 12 (Terms of Payment), the
Purchaser shall pay the Contract Price to the Supplier according
to the categories and in the manner specified below. Only the
categories Advance Payment and Complete System Integration
relate to the entire Contract Price. In other payment categories,
the term "total Contract Price" means the total cost of goods or
services under the specific payment category. Within each such
category, the Contract Implementation Schedule may trigger pro-
rata payments for the portion of the total Contract Price for the
category corresponding to the goods or services actually
Delivered, Installed, or Operationally Accepted, at unit prices
and in the currencies specified in the Price Schedules of the
Contract Agreement.
(a) Advance Payment
ten percent (10%) of the entire Contract Price, exclusive of all
Recurrent Costs, shall be paid against receipt of a claim
accompanied by the Advance Payment Security specified in
GCC Clause 13.2.

(b) ten percent (10%) of the entire contract Price, exclusive of all
136 Section V. Special Conditions of Contract

Recurrent Costs, shall be paid on submission of an inception

report, Design document and Project Implementation Plan
approved by Purchaser.

(c) Information Technologies, Materials, and other Goods, with the

exception of Custom Software and Custom Materials:
fifty percent (50%) of the total or pro-rata Contract Price for this
category against Delivery
ten percent (10%) of the same price against Installation
ten percent (10%) of the same price against Operational
Acceptance.
(d) Custom Software and Custom Materials:
fifty percent (50%) of the total or pro-rata Contract Price for this
category against Installation
twenty percent (20%) of the same price against Operational
Acceptance.
(e) Services other than Training:
seventy percent (70%) of the pro-rata Contract Price for services
performed will be paid monthly in arrears, on submission and
Purchaser’s approval of invoices.
(f) Training
twenty percent (20%) of the total Contract Price for training
services at the start of the full training program
fifty percent (50%) of the pro-rata Contract Price for training
services performed will be paid monthly in arrears, on
submission and approval of appropriate invoices.
(g) Complete System Integration
ten percent (10%) of the entire Contract Price, exclusive of all
Recurrent Costs, as final payment against Operational
Acceptance of the System as an integrated whole.
(g) Recurrent Costs
one hundred percent (100%) of the price of the services actually
delivered will be paid monthly in arrears, on submission and
Purchaser’s approval of invoices.
Section V. Special Conditions of Contract 137

GCC 12.3 The Purchaser shall pay to the Supplier interest on the delayed payments
at a rate of: the Supplier’s Bankers at the time interest becomes
applicable

GCC 12.4 For Goods and Services supplied locally, the Purchaser will pay the
Supplier in the currency stated in the Contract Agreement and
the Price Schedules it refers to.
GCC 12.5 Payment for Goods supplied from outside the Purchaser’s Country shall
be by EFT upon submission of Invoice with all supporting
documentation

13. Securities (GCC Clause 13)

GCC 13.2.1 The Supplier shall provide within twenty-eight (28) days of the
notification of Contract award an Advance Payment Security in the
amount and currency of the Advance Payment specified in SCC for GCC
Clause 12.1 above.
The advance payment security shall be in form of a Bank Guarantee. If
Bank Guarantee is from a foreign financial institution, the foreign
institution will have a local corresponding Bank in the borrower’s
country to facilitate enforcement of the Guarantee.

GCC 13.2.2 The reduction in value and expiration of the Advance Payment Security
are calculated as follows:
P*a/(100-a), where “P” is the sum of all payments effected so
far to the Supplier (excluding the Advance Payment), and “a”
is the Advance Payment expressed as a percentage of the
Contract Price pursuant to the SCC for GCC 12.1.

GCC 13.3.1 The Performance Security shall be denominated in the currency of the
contract for an amount equal to 10 (ten) percent of the Contract
Price, excluding any Recurrent Costs.
The Performance Security shall be in form of a Bank Guarantee. If Bank
Guarantee is from a foreign financial institution, the foreign institution
will have a local corresponding Bank in the borrower’s country to
facilitate enforcement of the Guarantee.
GCC 13.3.4 During the Warranty Period (i.e., after Operational Acceptance of the
System), the Performance Security shall be reduced to two and a
half (2.5) percent of the Contract Price, excluding any Recurrent
138 Section V. Special Conditions of Contract

Costs.

14. Taxes and Duties (GCC Clause 14)

GCC 14 Taxes and duties will be handled in accordance with the prevailing
regulation at the time of contracting.

D. INTELLECTUAL PROPERTY

15. Copyright (GCC Clause 15)

GCC 15.3 The Purchaser may assign, license, or otherwise voluntarily transfer its
contractual rights to use the Standard Software or elements of the
Standard Software, without the Supplier’s prior written consent,
under the following circumstances:
Where through reorganization of the ministries, agencies and local
governments covered under the project, the target business
processes of the UBRS are reassigned to other ministries,
agencies and Local Governments other than those named in this
bid document.

GCC 15.4 The Purchaser’s and Supplier’s rights and obligations with respect to
Custom Software or elements of the Custom Software are as
follows
The Purchaser’s rights and obligations include the following:
(i) duplicating and using the software on different equipment,
such as back-ups, additional computers, replacements,
upgraded units, etc. within the Purchaser origination and
units named in the Bid Document;
(ii) transferring the license or sublicensing the software for other
entities to use, modify, develop and customize.;
Note: Purchaser right will, of necessity, be subject to discussions at
Contract finalization and the SCC amended accordingly.
The Purchaser’s and Supplier’s rights and obligations with respect to
Custom Materials or elements of the Custom Materials are as
follows: “not applicable”
GCC 15.5 An escrow contract will be required for the execution of the Contract, if
the solution proposed is a commercial product. The Purchaser
and Bidder must enter into an escrow contract within ninety
(90) days of contract signing. The escrow contract must be
agreed upon with a reputable escrow agent and any specific
Section V. Special Conditions of Contract 139

rights and obligations that the Purchaser wishes to establish in

advance.

16. Software License Agreements (GCC Clause 16)

GCC 16.1 (a) The Standard Software license shall be valid throughout the territory of
(iii) the Purchaser’s Country

GCC 16.1 (a) (iv) Use of the software shall be subject to the following additional
restrictions none.
GCC 16.1 (b) (ii) The Software license shall permit the Software to be used or copied for
use or transferred to a replacement computer provided the
replacement computer falls within approximately the same class
of machine and maintains approximately the same number of
users, if a multi-user machine.

GCC 16.1 (b) The Software license shall permit the Software to be disclosed to and
(vi) reproduced for use (including a valid sublicense) by support
service suppliers or their subcontractors, exclusively for such
suppliers or subcontractors in the performance of their support
service contracts, subject to the same restrictions set forth in this
Contract.
GCC 16.1 (b) There are no special conditions of contract for GCC 16.1 (b) (vii)
(vii)
GCC 16.2 The Supplier’s right to audit the Standard Software will be subject to the
following terms:
The Purchaser will make available to the Supplier within
fourteen (14) days of a written request accurate and up-to-date
records of the number and location of copies, the number of
authorized users, or any other relevant data required to
demonstrate use of the Standard Software as per the license
agreement.

17. Confidential Information (GCC Clause 17)

GCC 17.1 There are no modifications to the confidentiality terms expressed in
GCC Clause 17.1.
GCC 17.7 The provisions of this GCC Clause 17 shall survive the termination, for
whatever reason, of the Contract for the period specified in the
GCC.
140 Section V. Special Conditions of Contract

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

SYSTEM

18. Representatives (GCC Clause 18)

GCC 18.1 The Purchaser’s Project Manager shall have the following additional
powers and / or limitations to his or her authority to represent the
Purchaser in matters relating to the Contract. No additional
powers or limitations.

GCC 18.2.2 The Supplier’s Representative shall have the following additional
powers and / or limitations to his or her authority to represent the
Supplier in matters relating to the Contract: No additional powers
or limitations.

19. Project Plan (GCC Clause 19)

GCC 19.1 Chapters in the Project Plan shall address the following subject:
(a) Project Organization and Management Plan;
(b) Delivery and Installation Plan
(c) Training Plan
(d) Pre-commissioning and Operational Acceptance Testing
Plan
(e) Warranty Service Plan
(f) Task, Time, and Resource Schedules
(g) Quality Assurance and Control
(h) Maintenance and Support Plan
GCC 19.2 Within twenty (21) days from the Effective Date of the Contract, the
Supplier shall present a Project Plan to the Purchaser. The
Purchaser shall, within fourteen (14) days of receipt of the
Project Plan, notify the Supplier of any respects in which it
considers that the Project Plan does not adequately ensure that the
proposed program of work, proposed methods, and/or proposed
Information Technologies will satisfy the Technical Requirements
and/or the SCC (in this Clause 19.2 called “non-conformities”
below). The Supplier shall, within five (5) days of receipt of
such notification, correct the Project Plan and resubmit to the
Purchaser. The Purchaser shall, within five (5) days of
resubmission of the Project Plan, notify the Supplier of any
remaining non-conformities. This procedure shall be repeated as
necessary until the Project Plan is free from non-conformities.
When the Project Plan is free from non-conformities, the
Purchaser shall provide confirmation in writing to the Supplier.
This approved Project Plan (“the Agreed and Finalized Project
Section V. Special Conditions of Contract 141

Plan”) shall be contractually binding on the Purchaser and the

Supplier.

GCC 19.5 The Supplier shall submit to the Purchaser the following reports:
a) Monthly progress reports, summarizing:
(i) results accomplished during the prior period;
(ii) cumulative deviations to date from schedule of
progress milestones as specified in the Agreed and
Finalized Project Plan;
(iii) corrective actions to be taken to return to planned
schedule of progress; proposed revisions to planned
schedule;
(iv) other issues and outstanding problems; proposed
actions to be taken;
(v) resources that the Supplier expects to be provided by
the Purchaser and/or actions to be taken by the
Purchaser in the next reporting period;
(vi) other issues or potential problems the Supplier
foresees that could impact on project progress
and/or effectiveness.
b) monthly log of service calls and problem resolutions
c) System Maintenance and Support Plan (SMSP)

The Supplier shall also submit to the Purchaser the deliverables

as identified in Section VI. Technical Requirements.

20. Subcontracting (GCC Clause 20)

GCC 20 There are no Special Conditions of Contract applicable to GCC Clause
20.
142 Section V. Special Conditions of Contract

21. Design and Engineering (GCC Clause 21)

GCC 21.2 The Contract shall be executed in accordance with the edition or the
revised version of all referenced codes and standards current at
the date twenty-eight (28) days before bid submission.

GCC 21.3.1 The Supplier shall prepare and furnish to the Project Manager the
following documents for which the Supplier must obtain the
Project Manager’s approval before proceeding with work on the
System or any Subsystem covered by the documents.
(a) user interface specifications
(b) detailed technical requirements;
(c) detailed technical designs;
(d) final system configurations.
Deliverables are identified in Section VI. Technical
Requirements.

22. Procurement, Delivery, and Transport (GCC Clause 22)

GCC 22.4.3 The Supplier shall be free to use transportation through carriers registered
in any eligible country and shall obtain insurance from any
eligible source country.

GCC 22.5 The Supplier shall provide the Purchaser with shipping and other
documents as specified in the GCC.

23. Product Upgrades (GCC Clause 23)

GCC 23.4 The Supplier shall provide the Purchaser: with all new versions,
releases, and updates to all Standard Software during the
Warranty Period, for free, as specified in the GCC.

24. Implementation, Installation, and Other Services (GCC Clause 24)

GCC 24 There are no Special Conditions of Contract applicable to GCC Clause
24.
Section V. Special Conditions of Contract 143

25. Inspections and Tests (GCC Clause 25)

GCC 25 There are no Special Conditions of Contract applicable to GCC Clause
25.

26. Installation of the System (GCC Clause 26)

GCC 26 There are no Special Conditions of Contract applicable to GCC Clause
26.

27. Commissioning and Operational Acceptance (GCC Clause 27)

GCC 27.2.1 Operational Acceptance Testing shall be conducted in accordance with
“Testing and Quality Assurance Requirements” Chapter of
Section VI. Technical Requirements.
GCC 27.2.2 If the Operational Acceptance Test of the System, or Subsystem(s),
cannot be successfully completed within ninety (90) days from
the date of Installation or any other period agreed upon by the
Purchaser and the Supplier, then GCC Clause 27.3.5 (a) or (b)
shall apply, as the circumstances may dictate.

F. GUARANTEES AND LIABILITIES

28. Operational Acceptance Time Guarantee (GCC Clause 28)

GCC 28.2 Liquidated damages shall be assessed at one half (0.5 percent per week.
The maximum liquidated damages are ten (10) percent of the
Contract Price, or relevant part of the Contract Price if the
liquidated damages apply to a Subsystem.
GCC 28.3 Liquidated damages shall be assessed only with respect to achieving
Operational Acceptance

29. Defect Liability (GCC Clause 29)

GCC 29.1 For Software, exceptions or limitations to the Supplier’s warranty
obligations shall be as follows: none.
GCC 29.3 (iii) The Supplier warrants that the following items have been released to the
market for the following specific minimum time periods: All
Standard Software must have been commercially available in the
144 Section V. Special Conditions of Contract

market for at least three months

GCC 29.4 The Warranty Period (N) shall begin from the date of Operational
Acceptance of the System or Subsystem and extend for twenty-
four (24) months.
GCC 29.10 The Warranty Period (N) shall begin from the date of Operational
Acceptance of the System or Subsystem and extend for: Twenty-
Four (24) months for the System Software and all General
and Specialised SW

30. Functional Guarantees (GCC Clause 30)

GCC 30 There are no Special Conditions of Contract applicable to GCC Clause
30.

31. Intellectual Property Rights Warranty (GCC Clause 31)

GCC 31 There are no Special Conditions of Contract applicable to GCC Clause
31.

32. Intellectual Property Rights Indemnity (GCC Clause 32)

GCC 32 There are no Special Conditions of Contract applicable to GCC Clause
32.

33. Limitation of Liability (GCC Clause 33)

GCC 33 There are no Special Conditions of Contract applicable to GCC
Clause 33.

G. RISK DISTRIBUTION

34. Transfer of Ownership (GCC Clause 34)

GCC 34 There are no Special Conditions of Contract applicable to GCC Clause
34.
Section V. Special Conditions of Contract 145

35. Care of the System (GCC Clause 35)

GCC 35 There are no Special Conditions of Contract applicable to GCC Clause
35.

36. Loss of or Damage to Property; Accident or Injury to Workers; Indemnification

(GCC Clause 36)
GCC 36 There are no Special Conditions of Contract applicable to GCC Clause
36.

37. Insurances (GCC Clause 37)

GCC 37.1 (c) The Supplier shall obtain Third-Party Liability Insurance in the amount
of UGX 120,000,000/= with deductible limits of no more than
UGX 50,000,000/=. The Insured Parties shall be the Purchaser’s
personnel and The Supplier’s personnel. The Insurance shall
cover the period from beginning date, relative to the Effective
Date of the Contract until expiration date, relative to the
Effective Date of the Contract or its completion

GCC 37.1 (e) The Supplier shall obtain Worker’s Compensation Insurance in
accordance with the statutory requirements of Uganda The
Insurance shall cover the period from beginning date, relative to
the Effective Date of the Contract until expiration date, relative
to the Effective Date of the Contract or its completion.
The Supplier shall obtain Employer’s Liability Insurance in
accordance with the statutory requirements of Uganda The
Insurance shall cover the period from beginning date, relative to
the Effective Date of the Contract until expiration date, relative
to the Effective Date of Contract or its completion.

38. Force Majeure (GCC Clause 38)

GCC 38 There are no Special Conditions of Contract applicable to GCC Clause
38.

H. CHANGE IN CONTRACT ELEMENTS

39. Changes to the System (GCC Clause 39)

GCC 39 There are no Special Conditions of Contract applicable to GCC Clause
146 Section V. Special Conditions of Contract

39.

40. Extension of Time for Achieving Operational Acceptance (GCC Clause 40)
GCC 40 There are no Special Conditions of Contract applicable to GCC Clause
40.

41. Termination (GCC Clause 41)

GCC 41 There are no Special Conditions of Contract applicable to GCC
Clause 41.

42. Assignment (GCC Clause 42)

GCC 42 There are no Special Conditions of Contract applicable to GCC
Clause 42.
 147

SECTION VI. TECHNICAL REQUIREMENTS (INCLUDING IMPLEMENTATION SCHEDULE)

Table of Contents: Technical Requirements

A. Background 149
0.1 The Purchaser 149
0.2 Business Objectives of the Purchaser 151
0.3 Infrastructure & Hosting 153
0.4 Acronyms Used in These Technical Requirements 153
B. Business Function and Performance Requirements 154
1.1 Requirements to Be Met by the System 155
1.2 Functional Requirements 158
1.3 Non-Functional Requirements 158
C. Technical Specifications 176
2.1 General Technical Specifications 179
2.3 Software Specifications 179
2.4 Service Specifications 179
2.5 Documentation Requirements 183
D. Testing and Quality Assurance Requirements 186
3.1 Pre-commissioning Tests 186
3.2 Operational Acceptance Tests 187
E. Implementation Schedule 187
4.1 Implementation Schedule Table 188
4.2 Summary of Milestones Table 195
4.3 Sites Table 196
F. Required Format of Technical Bids 198
5.1 Description of Information Technologies, Materials, Other Goods, and Services
198
5.2 Item-by-Item Commentary on the Technical Requirements 198
5.3 Preliminary Project Plan 198
5.4 Confirmation of Responsibility for Integration and Interoperability of
Information Technologies 198
G. Response Requirements 199
6.1 Executive Summary 199
6.2 Understanding of the Requirements199
6.3 Risks, Challenges and Issues 199
6.4 Mandatory Eligibility Criteria 199
6.5 Business, Functional, and Non-Functional Requirements 199
6.6 Implementation Approach and Preliminary Project Plan 201
6.7 Data Migration 201
6.8 Added Value201
6.9 Recurrent Costs 201
148 Section VI. Technical Requirements

6.10 Confirmation of Responsibility for Integration and Interoperability of

Information Technologies 201
H. Technical Evaluation 202
Section VI. Technical Requirements 149

Technical Requirements

A. BACKGROUND

0.1 The Purchaser

0.1.1 Background
The Government of Uganda has obtained financing from the World Bank Group to
improve the competitiveness and investment climate in the country under the
Competitiveness and Enterprise Development Project (CEDP). The Project, which is
ongoing, addresses business environment reforms through automation by establishment of
modern business registration and business licensing systems.

Uganda Registration Services Bureau (URSB) is an autonomous statutory body

established by Chapter 210 Laws of Uganda to among others facilitate private sector
development through registration of business enterprises.

In the context of national economic development, the overall objective of the bureau is to
advance all-inclusive development by facilitating private sector led growth by:

0.1.1-A) Lowering barriers of entry to economic activities, making procedures to

start business cost effective and simple;
0.1.1-B) Maintaining reliable source of essential information about every single
business entity in Uganda;
0.1.1-C) Making this information accessible to public, institutions and businesses
instantly through various media;
0.1.1-D) Providing simple tools for businesses to keep their entities’ information up-
to-date, which would incur minimum administrative burden to businesses;
0.1.1-E) Improving access to URSB’s services through online services and at URSB
premises, minimizing time and procedures required to starting a business;
0.1.1-F) Making public sensitization about friendly investment climate in Uganda -
ease of establishing business and being compliant to requirements of the
law.

0.1.1.1 Business Registry and Integrated Business

Registration
Current business processes in the business registry are primarily paper-based.
Automation does exist for business registration services through the current Business
Registration System (BRS) and Electronic Document Management System (EDMS), but
the processes are still largely walk-in and paper-based. Current business processes
support filings/lodgments for approximately 500,000 registered businesses and
companies, with an annual average of 19,000 new companies and 30,000 new business
names and partnerships.

The following business processes are automated/supported by BRS:

150 Section VI. Technical Requirements

a) Name reservation
b) Registration and incorporation
c) Continuous filings
d) Certificate generation
e) Search request processing
f) Filing of legal documents

To achieve the objectives outlined above, the URSB’s goal is to establish a modern
Business Registration System for Uganda, consisting of:

a) Analysis of current URSB business processes and carry out Business Process Re-
engineering in order to achieve goals for reduction of the time to complete
company and business registrations. A digital register instead of paper records
becomes a basis of Registry, so that work processes can be adapted and
streamlined.
b) Development of a modern, web-based Business Registry and Insolvency Registry
System that support online (including mobile devices) and walk-in services. The
functionalities envisioned to be available via mobile devices are name search,
reservation, and registration (including payments), and all other client-facing
functionalities.
c) Building safe and resilient IT infrastructure (software, hardware, connectivity,
etc.) which will have a capacity to satisfy immediate needs and grow with
growing needs.
d) Integration of URSB systems (as stated in section “0.2.4(b) Horizontal Systems
Integration” below) with main stakeholder’s information systems (as stated in
section “0.2.4(c) Vertical Systems Integration” below), to ensure seamless
information transfer and reuse.
e) Capacity building to ensure that URSB personnel will be properly trained to make
best use of new systems and processes and will continue to innovate providing
service improvements to its customers.
f) Development of easy to understand, visual guidelines for small businesses on how
to start a company, benefits of operating a registered company, etc. Generate
awareness of business community and general public about ease of starting
business in Uganda.

The current Business Registration System utilizes the following technologies: Windows
Server 2012, CentOS 7, Internet Information Services 8.0, Apache 2.4, Microsoft SQL
Server 2012, MongoDB 3, and RabbitMQ 3.5. The primary programming language is
Microsoft .NET.

BRS data is stored in Microsoft SQL Server 2012.

0.1.1.3 Insolvency Registry

URSB operates a paper-based insolvency registry in accordance with The Insolvency Act
of 2014. The Registry is essential in ensuring that the practices and procedures of
insolvencies is followed when companies or individuals declare themselves insolvent, or
Section VI. Technical Requirements 151

a declared insolvent by court order. This paper-based registry does not provide any
channel through which insolvency practitioners can lodge the necessary filings related to
the insolvency process.

Insolvencies registers approximately 200 new insolvencies for individuals and companies
including voluntary and involuntary insolvencies every year.

For insolvency, the goal is to establish on electronic insolvency registry to facilitate and
improve access to insolvency practitioners to lodge the necessary filings with URSB.

0.1.2 Stakeholders
The following organizations have been identified as stakeholders in the business
registration solution:

0.1.2-A) Uganda Registration Services Bureau: Business   Registration, Insolvency

Registration
0.1.2-B) Uganda Revenue Authority (URA)
0.1.2-C) National Social Security Fund (NSSF)
0.1.2-D) Ministry of Local Government (MoLG)
0.1.2-E) Kampala Capital City Authority (KCCA)
0.1.2-F) National Identification and Registration Authority (NIRA)
0.1.2-G) National Information Technology Authority Uganda (NITA-U)

0.2 Business Objectives of the Purchaser

0.2.1 Business Registration and Related Activities
Since 2013 URSB has made continuing progress to streamline and improve the
registration process – reducing the number of process steps, based on the World Bank’s
Doing Business Report’s1Starting a Business indicator, from 15 steps in 2014 to 13 in
2017.

This continued improvement was assisted in financial year (FY) 2016/17 with the
introduction of the Business Registration System (BRS) which was implemented by
Norway Registers Development AS (NRD) as part of the Uganda Investment Authority’s
(UIA) eBiz (ebiz.go.ug) project. The BRS is custom-built, web-based, back-office
company/business registry solution intended for use by URSB staff primarily with no
other public-facing capabilities than public search, and the ability to check the status of an
application. BRS supports name reservation, registration, continuous filings, dissolution
and other filings, as well as limited or no support for annual reports, debentures and
charges, and insolvency.

Per the Companies Act No. 1 of 2012, The Business Names Registration Act Cap 10, and
The Partnership Act 2010, URSB is responsible for maintaining and operating the
business and companies register for the following types of legal entities:

1
http://www.doingbusiness.org/Methodology/Starting-a-Business
152 Section VI. Technical Requirements

0.2.1-A) Public Company

0.2.1-B) Private Company - limited by guarantee with share capital
0.2.1-C) Private Company - limited by guarantee without share capital
0.2.1-D) Private Company - limited by shares
0.2.1-E) Unlimited Company
0.2.1-F) Single Member Company
0.2.1-G) Foreign Company
0.2.1-H) Partnership
0.2.1-I) Limited Liability Partnership
0.2.1-J) Business Name

Throughout the acceptance, processing and review processes of URSB, the BRS enforces
segregation of duties, provides an electronic record of processing times, and provides the
ability to record verification of payment. Current processes within URSB involve
multiple staff performing specific, and potentially limited, duties such as assessment,
payment registration, payment verification, data entry, review and approval, scanning,
and printing. BRS records the user and timestamps at each step of the process - providing
the ability to produce basic reports that provide the ability to identify potential
bottlenecks in the process.

In addition to BRS, URSB also operates an Electronic Document Management System

(EDMS). Once implementation is complete, the EDMS will contain electronic copies
(scans) of all filings and supporting documents received for the business registry,
debentures and charges, insolvency, and legal documents. Currently, BRS and EDMS are
not integrated, thus staff much switch between each system when processing filings. The
EDMS was finalised and is now operational. The system supports scanning paper
documents, and integrates with 3rd party systems using standard API.

In summary, URSB is continuously improving its operations and service delivery. As the
following key findings highlight, there is still areas to improve, but URSB has made great
strides improving business registration services – as is evidenced by their recent selection
as the winner of the Private Sector Development Award for 2016.

0.2.3 Insolvency Registration

URSB operates a paper-based insolvency registry in accordance with The Insolvency Act
of 2014. This paper-based registry does not provide any channel through which
insolvency practitioners can lodge the necessary filings related to the insolvency process,
or to become authorized insolvency practitioners.

0.2.4 Business Objectives Summary

To support the project objectives, URSB seeks a Bidder to implement a single solution for
business registration, integrated business registration, and insolvency registration.

As further clarification, the design and implementation of the systems identified shall
adhere to the following guidance:
Section VI. Technical Requirements 153

a) Enhancement of the current BRS. The identified business registration features

and functionality shall be added through enhancement of the existing BRS.
b) Horizontal Systems Integration. The enhanced BRS shall first be integrated
with all existing internal URSB systems (as applicable and identified) Marriage
Registration System (MRS), Intellectual Property Automated System (IPAS),
Electronic Chattels Security Registry and Electronic Document Management
System.
c) Vertical Systems Integration. The enhanced BRS shall be integrated with key
MDA systems Kampala Capital City Authority (KCCA), Uganda Revenue
Authority (URA), National Social Security Fund and National Identification and
Registration Authority (NIRA). These systems are ready for integration, and the
cost one the MDA sisde shall be the responsibility of the individual MDA
d) Public access through eBiz. All public access for business registration functions
shall be provisioned through the existing eBiz portal.

0.3 Infrastructure & Hosting

This solution will be hosted at the National Data Centre (NDC) which is managed by
NITA-U. The NDC is a modern data centre environment which will be utilized as the
primary data centre for this solution. URSB will provide the disaster recovery data
centre.

0.3.1 URSB Infrastructure

The URSB maintains a primary site at its head office in Kampala. This site hosts the
current Business Registration System (BRS), and Electronic Document Management
System (EDMS), as well as other infrastructure services (e.g., email, WAN, etc.). The
URSB server room has modern-day climate controls and fire suppression capabilities,
back-up power, and is protected by physical security controls, as are the non-public areas
of URSB’s offices. URSB has implemented a 3-2-1 backup strategy, with the disaster
recovery (DR) site located within Uganda. URSB’s environment includes a SAN
(storage-area network) that has capacity and can be configured to accommodate this
solution.

0.4 Acronyms Used in These Technical Requirements

Table VI-1 identifies the terms and acronyms used within Section VI of this bidding document, as
well as any referenced attachments.

Table VI-1 Terms and Acronyms

Term / Acronym Description or Definition
BRN Business Registration Number
CEDP Competitiveness and Enterprise Development Project
COTS Commercial-off-the-Shelf
FY Financial Year (July 1 to June 30)
GoU Government of Uganda
ICT Information Communication Technology
154 Section VI. Technical Requirements

Term / Acronym Description or Definition

IPAS Intellectual Property Automation System
KCCA Kampala Capital City Authority
LG Local Government
MDA Ministry, Department or Agency
MoICTNG Ministry of Information, Communications Technology and National
Guidance
MoLG Ministry of Local Government
MRS Marriage Registration System
MSMEs Micro, Small and Medium Enterprises
MTIC Ministry of Trade, Industry and Cooperatives
NIN National Identification Number
NIRA National Identification and Registration Authority
NITA / NITA-U National Information Technology Authority Uganda
NRD Norway Registers Development AS
NSIS National Security Information System
NSSF National Social Security Fund
PSFU Private Sector Foundation
SME Small and Medium Sized Enterprise
TOR Terms of Reference
TREP Taxpayer Register Expansion Program
UIA Uganda Investment Authority
UNCITRAL United Nations Commission on International Trade
URA Uganda Revenue Authority
URSB Uganda Registration Services Bureau
WAN Wide Area Network
Section VI. Technical Requirements 155

B. BUSINESS FUNCTION AND PERFORMANCE REQUIREMENTS

The
bidder must note that all requirements whether mandatory or optional shall be responded
to.
1.1 Requirements to Be Met by the System
1.1.1 Business Requirements

ID Requirement Priority
BR-1 The solution shall be a web-based solution that allows users Mandatory
(public, business representatives, creditors, and URSB staff) to:
 access and manage (as appropriate) information about
entities (companies, partnerships, and business names)
registered or incorporated in Uganda throughout their
lifecycle, including but not limited to name search, name
reservation, incorporation, registration, changes to
information, filing/lodgment of resolutions, and special
resolutions, annual filings (i.e., returns), re-registration
(conversion), amalgamation, and dissolution; and,
 manage the insolvency process.
BR-2 The solution shall support walk-in and online delivery of all Mandatory
services (i.e., filings/lodgings, payment assessment, payment
verification, etc.).
BR-3 The solution shall provide the ability to manage information related Mandatory
to the following types of business entities:
1. Public Company
2. Private Company - limited by guarantee with share capital
3. Private Company - limited by guarantee without share capital
4. Private Company - limited by shares
5. Unlimited Company
6. Single Member Company
7. Foreign Company
8. Partnership (General)
9. Limited Liability Partnership
10. Business Name

BR-4 The solution shall provide the ability to perform integrated business Mandatory
registration with the following agencies: Uganda Revenue
Authority (URA), the National Social Security Fund (NSSF),
Kampala Capital City Authority (KCCA), Ministry of Local
Government (MoLG), and National Identification and Registration
Authority (NIRA).
BR-5 The solution shall provide the ability for entity representatives to Mandatory
provide supporting documentation as required per filing/lodging.
156 Section VI. Technical Requirements

ID Requirement Priority
BR-6 The solution shall employ fraud protection mechanisms (e.g., Mandatory
identification of suspect filings/lodgings).
The capabilities are to identify suspect filings or activities which
may include, but are not limited to, the following: multiple filings
for multiple businesses from a single user in a short period of time,
multiple repeated filings for an entity in a short period of time,
repeated failed login attempts, repeated attempts to access
privileged functions within the system, etc.
BR-7 The solution shall automatically assign unique identification Mandatory
numbers to all registrations, filings/lodgments, and legal
documents.
BR-8 The solution shall provide the ability to register, amend, discharge Mandatory
and renew charges including debentures.
BR-9 The solution shall provide the ability to manage the insolvency Mandatory
process through the filing of insolvency notices, interim reports,
and final insolvency report, by certified insolvency practitioners.
BR-10 The solution shall provide the ability to manage certification of Mandatory
insolvency practitioners – including application, certification,
renewal, and revoking/suspending of certification.
BR-11 The solution shall provide the ability to file legal documents (e.g., Mandatory
constitutions, deeds, agreements; joint venture agreements, tenancy
agreements, sale agreements, contracts, memorandum of
understanding, etc.) for legal entities or individuals.
BR-12 The solution shall provide the ability for staff to randomly select Mandatory
filings/lodgings for review or audit.
BR-13 The solution shall employ a unique business identifier for each Mandatory
entity.
BR-14 The solution shall provide the ability to lookup (or verify) Mandatory
information about individuals (i.e., directors, officers, shareholders,
company secretaries, debtors, or filers/lodgers) based on their
national identification number (NIN) through services provided by
National Identification and Registration Authority (NIRA), as well
as to record information about non-Ugandans, and minors.
BR-15 URSB shall have full control of their data. Mandatory
BR-16 URSB shall be able to manage and configure the solution. Mandatory
BR-17 The solution shall employ mechanisms to prevent business identity Mandatory
theft.
BR-18 The solution must support the ability for individuals to register for Mandatory
access to the system, including a proofing process to verify identity.
BR-19 The solution shall provide a framework (i.e., API) for integration Mandatory
with other agencies.
BR-20 The solution shall provide staff with customizable (ad hoc), Mandatory
operational (automated), and analytical/statistical reporting
capabilities.
Section VI. Technical Requirements 157

ID Requirement Priority
BR-21 The solution must provide a configurable workflow with role-based Mandatory
(or similar) authorization model to support URSB’s layered
approval model for special actions (e.g., name change, dissolution
of company, delete company, etc.)
BR-22 For online services, the solution must support online payments Mandatory
through NITA-U’s National Payment Gateway or through pre-
paid/drawdown accounts (for recurrent users).
BR-23 The solution shall provide revenue and financial management Mandatory
functionality, including internal administrative revenue
management capability to reconcile revenues against client
accounts.
BR-24 For walk-in services, the solution must support payments through a Mandatory
receipting system. For example, in URSB’s head office, there are
bank tellers that receive payments and provide a receipt of
payment, which URSB use to confirm payment for services prior to
processing filings/lodgings.
BR-25 The solution shall support an account-based model for external Mandatory
(non-URSB) users. Users are associated to an organization, and
account administrators are able to control their own users, including
the ability to add new users, and change user permissions.
BR-26 The solution shall provide URSB administrators with the ability to Mandatory
manage internal and external users and groups, create and disable
user groups and manage permissions of various groups of users.

Table VI-2 Entity Filing/Lodging Matrix

Notes:
158 Section VI. Technical Requirements

1.1.1-A) Foreign companies from commonwealth countries file an exemption

statement, while all other foreign companies file annual returns.
1.1.1-B) Document Requests are limited to the business registry, thus are not
applicable to “Individuals” or “other legal entities”. Individuals and “other
legal entities” are able to request documents for entities within the business
registry.

Business requirements for the solution, including the business registry, insolvency
registry, and integrated business registration with Uganda Revenue Authority (URA),
National Social Security Fund (NSSF), and Kampala Capital City Authority (KCCA) and
Ministry of Local Government (MoLG) identify the minimum services and types of
business and corporate entities to be supported by the solution. The vendor will be
responsible for analyzing legislation and regulation to ensure that all services and types of
business and corporate entities are included in the solution.

1.1.2 Acts
The following acts, and their related regulations, govern companies, partnerships, and
business names, as well as insolvencies:

1.2.1-A) The Companies Act, No. 1 of 2012

1.2.1-B) The Business Names Registration Act, Cap 109
1.2.1-C) The Partnership Act, 2010
1.2.1-D) The Insolvency Act of 2011

Integrated business registration is impacted by the acts, and their related regulations, of
the partner organizations:

1.2.1-E) Income Tax Act of 2016

1.2.1-F) National Social Security Fund Act of 1985
1.2.1-G) The Trade (Licensing) Act, Cap 101

1.2 Functional Requirements

ID Requirement Priority
FR-1 The solution must, at a minimum, collect the information as Mandatory
prescribed in the relevant act or regulation for each of the
filings/lodgings.
FR-2 Unless otherwise stated, all filings/lodgings must be reviewed by Mandatory
URSB staff.
FR-3 To support walk-in and online submission of filings, the solution Mandatory
shall support the acceptance of physical/hard-copy and electronic
documents.
FR-4 The solution shall support the digitization of physical/hard-copy Mandatory
documents.
Section VI. Technical Requirements 159

ID Requirement Priority
FR-5 The Electronic Signatures Act supports the acceptance of Mandatory
electronic documents signed electronically. As such, the solution
shall support electronically signing documents, as well as
verifying electronically signed documents, or other forms of
authentication and verification of electronic documents.
FR-6 During the review of a filling/lodging, the solution must provide Mandatory
the ability for URSB staff to identify issues (including missing or
incorrect attachments or uploads) for correction by entity
representatives.
FR-7 The solution shall provide users with the ability to check on the Mandatory
status of processing for any filing/lodging.
FR-8 The solution must provide the ability for entity representatives to Mandatory
correct issues identified by URSB staff, and to re-submit for
review.
FR-9 The solution shall include a mechanism to provide help and Mandatory
guidance to users.
FR-10 All user interface components (online forms, reports, certificates) Mandatory
shall be provided in English.
FR-11 Unless otherwise noted, the solution shall restrict data entry to the Mandatory
ISO-8859-1 character set.
FR-12 For all filings/lodgings and/or transactions performed in the Mandatory
solution, the solution shall maintain an audit log that includes (at a
minimum) the user that performed the change, the date and time of
the change, and the user’s IP address.
FR-13 The solution shall provide the ability for staff to view an entity’s Mandatory
history, including the status and composition (directors,
shareholders, etc.) of the entity as of a given date.
FR-14 The solution shall provide the ability for entity representatives and Mandatory
staff to save draft filings/lodgings, and continue a filing/lodging
based on a previously saved draft.
FR-15 The solution shall maintain draft copies of a filing/lodging for a Mandatory
configurable amount of time. (Recommended amount of time is
10 days.)
FR-16 The solution shall notify users at configurable intervals that a draft Mandatory
filing/lodging will expire in a certain number of days.
FR-17 The solution shall provide the ability to notify a user or entity Mandatory
representative, after a configurable amount of time, when a draft
filing/lodging, or a filing/lodging returned for correction, has not
been completed.
FR-18 The solution should provide a mechanism for any user to subscribe Mandatory
to receive notifications when changes occur to a company,
partnership or business name.
FR-19 The solution shall provide standard field validations (e.g., data Mandatory
types, minimum/maximum values, minimum/maximum lengths),
as well as complex and cross-field validation (e.g., validate share
distribution across shareholders, calculation of total share capital,
and capital).
160 Section VI. Technical Requirements

ID Requirement Priority
FR-20 The solution shall implement a mechanism to record user consent, Mandatory
as applicable, to access and/or record their personal information.
FR-21 The solution shall provide a dashboard of information to users Mandatory
when they login to the system, which should contain: a list of their
associated businesses, draft or completed filings/lodgings, and any
alerts or notifications.
FR-22 The solution shall provide the ability to send notification to entity Mandatory
representatives through email, and SMS, as well as through the
online solution (as alerts) based on the user’s preferences.
NITA-U will provide SMS gateway and agreement with telecom
operator.
NITA-U will provide short code to facilitate SMS notification.
NITA-U will provide email server and SMS gateway.
FR-23 The solution shall provide the ability for entity representatives to Mandatory
configure their dashboard and notifications. For notifications, the
user shall be able to turn on or off notifications.
FR-24 For notifications, the solution may provide the ability for users to Optional
configure notifications (on or off) by filing type, and/or by
company.
FR-25 The solution shall send notices to entity representatives under the Mandatory
following conditions: when a periodic filing (e.g., annual returns)
within a configurable number of days; when a periodic or
continuous filing is due; and, when a periodic or continuous filing
is past due.
FR-26 Notifications to entity representatives shall include the following Mandatory
information as appropriate: BRN, entity name, type of notification,
any potential penalties.
FR-27 The solution shall be able to identify and flag (a visual indicator on Mandatory
their profile) non-compliant entities under the following
conditions: delinquent on annual reports, or periodic renewals;
and, delinquent on mandatory filings after incorporation (e.g.,
notice of address, notice of share allotment).
FR-28 The solution shall be able to lock (prevent any further Mandatory
filings/lodgements), and flag (a visual indicator on their profile) as
locked, entities under the following conditions: when a court order
is filled; and, on receipt of a notice of Investigation by police,
IGG, and URA (and other agencies).
FR-29 The solution shall remove the non-compliant flag when an entity Mandatory
becomes compliant.
FR-30 The solution shall remove the locked flag on receipt of a rescinded Mandatory
court order, and notice that the investigation has completed.
FR-31 The non-compliant and locked flags are visible to all users. Mandatory
Section VI. Technical Requirements 161

ID Requirement Priority
FR-32 The solution shall provide a free public search (by entity name, or Mandatory
unique business identifier (UBI)) function that provides users with
a list of matching entities and trademarks, and the ability to view
the entity’s name, UBI, status, and type. The public search results
shall not include requested names or expired names, but shall
include approved reserved names.
FR-33 The solution shall provide through the public search a mechanism Mandatory
that allows users to purchase access to view the business or
company profile, which includes the following details of an entity:
name, former names, UBI/BRN, status, type, addresses, directors,
partners, shareholders, share structure, charge (a list of charges),
business objectives, and history.
FR-34 The solution shall provide an advanced search of the business Mandatory
registry for registry staff and management only, that includes all of
the entity’s details.
FR-35 The solution shall provide the ability for users to submit a name Mandatory
reservation request that includes the following information: three
(3) proposed entity names listed in priority order, entity type, legal
suffix (as appropriate), description of business activities, the
purpose (new, extension, modification, affiliated entity, or re-
registration) of the name search, and consent to use name (i.e.,
delegation of rights to use name).
FR-36 During the name reservation process, the solution shall not allow Mandatory
users to submit names that contain reserved or abusive terms.
FR-37 During the name reservation process, the solution shall provide Mandatory
users with feedback that there is a potential conflict with existing,
similar names, including similar matches based on phonetics,
Soundex, or similar mechanisms.
FR-38 The solution shall provide a mechanism to weight the uniqueness Mandatory
of a requested name reservation in relation to existing registered
names.
FR-39 All entity types are required to perform a name reservation with Mandatory
the exception of foreign companies.
FR-40 The solution shall use the International Standard Industrial Mandatory
Classification (ISIC) level 4 for classifying business activity.
FR-41 The solution shall provide automated validation of submitted name Mandatory
reservation requests to ensure that the: a) Legal suffix and entity
type are valid (as appropriate); b) Name does not include restricted
words (e.g., Uganda (as the starting word), Church, Ministry, etc.);
c) Name complies with name restrictions by entity type (e.g.,
Names with the word “Foundation” must be registered as
Companies limited by guarantee); and, d)Name does not contain
offensive or abusive words.
FR-42 The solution should provide name reservation request review staff Mandatory
with a weighted ranking of existing names that are similar to those
requested.
162 Section VI. Technical Requirements

ID Requirement Priority
FR-43 Upon approval of the name reservation request, the solution shall Mandatory
reserve the name for a configurable number of days (i.e.
reservation period), and provide a notification of name reservation
to the requestor. (The current number of days is 30.)
FR-44 The solution shall provide the ability for requestors, during the Mandatory
initial reservation period, to request the extension of the expiration
period of a reserved (approved) name for an additional
configuration number of days. (The current number of days for an
extension is 30 days, for a 60-day total.)
FR-45 Upon rejection of the name reservation request, the solution shall Mandatory
require staff to provide a reason (pre-defined list of reasons, and
freeform text) for the rejection, and automatically notify the
requestor of the rejection.
FR-46 For reserved names, if the name has not been used in a registration Mandatory
or incorporation, the solution shall provide the ability to notify a
requestor at configurable times (e.g., 7 days, 1 day) prior to
expiration, as well as when the name reservation expires.
FR-47 For business names and partnerships, the solution shall accept a Mandatory
combined name reservation request and business name or
partnership registration filing. Once reviewed and approved, the
business name or partnership will be a registered entity.
FR-48 For companies and partnerships, the solution may accept a Optional
combined name reservation request and registration or
incorporation filing. Once reviewed and approved, the partnership
or company will be a registered entity.
FR-49 For all entity types, the solution shall require the applicant to Mandatory
identify the previously reserved name to be used for the
registration, incorporation, amalgamation, or re-registration
filing/lodging for companies, business names, and partnerships.
FR-50 For an amalgamation of companies, the solution shall require a Mandatory
reserved name only if the name of the resulting company is
different from any of the amalgamating companies.
FR-51 For a re-registration of an entity, the solution shall require a Mandatory
reserved name.
FR-52 The solution shall provide the ability for an entity to identify its Mandatory
business activity using the International Standard Industrial
Classification (ISIC) level 4 codes.
FR-53 The solution shall support the incorporation of the following entity Mandatory
types: 1) Public Company; 2) Private Company - limited by
guarantee with share capital; 3) Private Company - limited by
guarantee without share capital; 4) Private Company - limited by
shares; 5) Unlimited Company; and, 6) Single Member Company.
FR-54 The solution shall collect the information as prescribed in the act Mandatory
or regulation based on entity type.
FR-55 The solution shall automatically calculate the fee for incorporation Mandatory
based on the company’s share capital, and any other applicable
fees.
Section VI. Technical Requirements 163

ID Requirement Priority
FR-56 The solution shall provide the ability for directors and Mandatory
shareholders to be any of the following (natural persons or bodies
corporate):
• Individuals (natural persons): Ugandan citizens identified by
their national identification number (NIN); Foreign nationals
identified by their alien card; Foreigners identified by their
passport, and a copy of their passport’s bio page; or, Refugees
identified by refugee ID.
• Companies identified by their unique business identifier and
name
• And other legal entities, (identified by number, legal name, and
physical address) which include: Foreign companies, Statutory
bodies created by an act of parliament, Registered Trustees,
Foreign State Governments, and Any others as prescribed by law.
FR-57 The solution shall require the identification of a company Mandatory
secretary, registered (i.e., physical) address, and mailing address.
FR-58 The solution must support the ability for applicants to provide the Mandatory
company’s own articles of incorporation.
FR-59 Upon successful completion of incorporation, the solution shall Mandatory
notify the applicant and all directors and shareholders, provide a
unique business identifier, and provide access the following
document(s): Certificate of Incorporation.
FR-60 The solution shall support the registration of the following entity Mandatory
types: 1) Business Names; 2) Foreign Companies; 3) Partnerships;
and, 4) Limited Liability Partnerships.
FR-61 For the registration of partnerships (both general and limited), the Mandatory
solution shall provide applicants with the ability to identify up to
twenty (20) partners, or fifty (50) for professional partnerships,
that can be any of the following (natural persons or bodies
corporate):
• Individuals (natural persons): Ugandan citizens identified by
their national identification number (NIN); Foreign nationals
identified by their alien card; Foreigners identified by their
passport, and a copy of their passport’s bio page; or, Refugees
identified by refugee ID.
• Companies identified by their unique business identifier and
name
• Statutory bodies created by an act of parliament
FR-62 Upon successful completion of a registration of a business name or Mandatory
partnership, the solution shall notify the applicant and all partners
or owners (natural persons or corporate bodies), provide a unique
entity identifier, and provide access to the following documents:
Certificate of Registration.
FR-63 Upon successful completion of a registration of a foreign Mandatory
company, the solution shall notify the applicant and all local
representatives, provide a unique entity identifier, and provide
access to the following documents: Certificate of Registration.
164 Section VI. Technical Requirements

ID Requirement Priority
FR-64 The Certificate of Registration for a foreign company shall append Mandatory
“(Foreign Company)” to the name on the certificate.
FR-65 For Foreign Companies, the solution must collect all information Mandatory
as prescribed in the act or regulation, including a copy of
incorporation documents from the entities home jurisdiction.
FR-66 The solution shall limit the ability to amalgamate to companies Mandatory
except for foreign companies.
FR-67 The solution shall provide the ability for an entity representative, Mandatory
who has been granted access to all entities involved, to: 1) Identify
the companies that will be involved in the amalgamation; 2)
Identify the name that will be used in the new (or go-forward)
company (if changing from one of the existing companies); 3)
Identify the directors of the new (or go-forward) company based
on the existing directors of all involved companies; 4) Add,
remove, and edit directors; 5) Identify the shareholders of the new
(or go-forward) company based on the existing shareholders of all
involved companies; 6) Add, remove, and edit shareholders; 7)
Identify the articles of the new (or go-forward) company; and, 8)
Provide a resolution from the companies agreeing to the
amalgamation.
FR-68 If there are any active debentures or charges against any of the Mandatory
companies involved in the amalgamation, the solution shall
automatically transfer those debentures or charges to the new (or
go-forward) company.
FR-69 On successful amalgamation of companies, the solution shall: 1) Mandatory
Maintain the existing company's unique business
number/identifier, if maintaining one of the original company
names; 2) Mark the amalgamated companies as amalgamated; 3)
Link the amalgamated companies to the new (or go-forward)
company; 4) Notify all directors and shareholders of all companies
involved of the change; 5) Issue a Certificate of Amalgamation;
and, 6) Block further filing/changed on the amalgamated
companies.
FR-70 The solution shall support re-registrations as follows: a) general Mandatory
partnership as a limited partnership, and vice versa; b) unlimited
company as limited; c) public as a private company, and vice
versa; d) limited company to unlimited company, and vice versa;
and, e) limited liability company as unlimited.
FR-71 The solution may provide a simplified (or streamlined) partnership Optional
LLP re-registration process that allows an entity representative to
submit all data and supporting documentation at one time to satisfy
the requirements of the re-registration. This simplified re-
registration may also provide the ability to select the partners from
the partnership (general or limited) that will be partners in the new
partnership (general or limited), as well as the ability to add new
partners. (Desirable)
Section VI. Technical Requirements 165

ID Requirement Priority
FR-72 During the company re-registration process, the solution must Mandatory
support the following: 1) Identification of reserved name to be
used; 2) Submission of supporting documentation (e.g., official list
of shareholders with signatures); 3) Ability to map shareholders as
directors; 4) Ability to add, remove, and edit directors; and, 5)
Publish the new changes.
FR-73 During the partnership re-registration process, the solution must Mandatory
support the following: 1) Identification of reserved name to be
used; 2) Submission of supporting documentation (e.g., official list
of shareholders with signatures); 3) Ability to map shareholders as
partners; 4) Ability to add, remove, and edit partners; and, 5)
Publish the new changes.
FR-74 On successful re-registration of a company or partnership, the Mandatory
solution shall: 1) Record the re-registration event; 2) Notify all
directors and shareholders, or partners (as appropriate); 3) Issue
the respective certificate; 4) Block any filing/lodgment on the
previous entity; and, 5) Maintain the same UBI.
FR-75 To transition from a business name to a company or partnership, Mandatory
the solution shall require the user to reserve the new entity’s name.
FR-76 On successful transition of a business name to a partnership, the Mandatory
solution shall: 1) Cease the business name and record the cessation
event; 2) Notify all owners (as appropriate) of the business name;
3) Issue a Certificate of Registration (for the partnership); 4) Block
any filing/lodgment on the previous entity; and, 5) Maintain the
same UBI.
FR-77 On successful transition of a business name to a company, the Mandatory
solution shall: 1) Cease the business name and record the cessation
event; 2) Notify all owners (as appropriate) of the business name;
3) Issue a Certificate of Incorporation; 4) Block any
filing/lodgment on the previous entity; and, 5) Maintain the same
UBI.
FR-78 The solution must support the re-registration of companies from Mandatory
one type of company to another (except Foreign Companies)
through the submission of the following: 1) Prescribed data or
information; 2) Approval of current directors and shareholders;
and, 3) Changes to articles.
FR-79 The solution shall provide the ability for authorized entity Mandatory
representatives to request the following changes: 1) Name; 2)
Partners; 3) Directors (or Local Representatives); 4)
Shareholders/Members; 5) Share Structures/Types; 6) Restrictions
on Share Transfers; 7) Restrictions on Business (Objectives); 8)
Registered Office; 9) Address(es); 10) Company Secretary; and,
11) Any other amendment provided by the law.
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FR-80 The solution shall support the generic process that is used by Mandatory
URSB to receive and process changes of particulars. This generic
process: 1) Provides for authorized entity representatives to submit
requests, including any supporting documentation and approvals;
2) Requires the system to perform data and business rule
validations; 3) Review by URSB staff with the ability to send back
to the applicant for correction; and, 4) On approval, commit the
changes to the registry, and produce any necessary documents,
letters, and/or certificates resulting from the change.
FR-81 The solution shall require the attachment of the following Mandatory
documents in support of any continuous filing/lodgment, as
appropriate to the change: letter of resignation, affidavit, meeting
minutes, resolution, special resolution, deed, and legal documents.
FR-82 For all continuous filings/lodgments, the solution must enforce Mandatory
that the entity is in good standing before a change can be
requested.
FR-83 For a change in name, the solution shall publish the name change Mandatory
in the Gazette.
FR-84 To complete a change of name, the solution shall provide an Mandatory
authorized entity representative with the ability to select a name
that they (or another company representative) has reserved as the
new name for a company, business, or partnership.
FR-85 To complete a change of partners, the solution shall provide an Mandatory
authorized entity representative with the ability to add, edit or
delete partners in an existing partnership, and identify general and
limited partners (as appropriate).
FR-86 To complete a change of directors, the solution shall provide an Mandatory
authorized entity representative with the ability to add, edit or
delete directors in an existing company (except foreign
companies).
FR-87 To complete a change of local representatives, the solution shall Mandatory
provide an authorized entity representative with the ability to add,
edit or delete local representatives for an existing foreign
company.
FR-88 To complete a change of shareholders, the solution shall provide Mandatory
an authorized entity representative with the ability to add, edit or
delete shareholders and re-allocate (i.e., transfer) shares amongst
the shareholders.
FR-89 To complete a change of share structures and/or classes, the Mandatory
solution shall provide an authorized entity representative with the
ability to identify the share class(es), share allocation, and share
capital.
FR-90 On any update of shares or shareholders, the solution must Mandatory
automatically validate that the total number of shares is equal to
the share allocations.
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FR-91 To complete a change of restrictions on business objectives, or Mandatory
share transfers, the solution shall provide an authorized entity
representative with the ability to provide their revised articles of
incorporation.
FR-92 Current practices within URSB do not provide for the Optional
identification of Beneficial Owners; however, this capability is
desired. As such, the solution should provide the ability to identify
and maintain (change) beneficial owners of an entity. (Desirable)
FR-93 To complete a change of Registered Office or address(es), the Mandatory
solution shall provide an authorized entity representative with the
ability to update the existing Registered Office address, and to add,
edit, or delete associated addresses for an entity.
FR-94 To complete a change of company secretary, the solution shall Mandatory
provide an authorized entity representative with the ability to
update the company secretary information.
FR-95 If a company is past due with a continuous filing, the solution shall Mandatory
calculate late filing penalties.
FR-96 The solution shall provide the ability to notify entity Mandatory
representatives, at configurable times, that a required periodic
reporting filing/lodging (e.g., annual return, or financial statement)
is coming due, is due, or is past due.
FR-97 All companies, except foreign companies, are required to file an Mandatory
annual return.
FR-98 All companies are required to submit financial statements with the Mandatory
following exceptions: foreign companies from other
Commonwealth countries must file an exemption statement; and,
financial statements are not compulsory for private companies.
FR-99 The solution shall provide the ability for an authorized entity Mandatory
representative to submit the information required for an annual
statement as prescribed.
FR-100 If a company is past due with an annual return, the solution shall Mandatory
calculate late filing penalties.
FR-101 For a company to be in good standing, all annual statements since Mandatory
incorporation must be filed. The only exception is when a
company has dissolved and was subsequently revived/restored. A
company is not required to submit annual returns for the period
during which they were dissolved.
FR-102 Periodic renewals for business names and partnerships are not part Mandatory
the current The Partnership Act, The Business Names Registration
Act, or URSB’s current processes; however, the solution should be
capable of providing the ability to require business names and
partnerships to submit annual renewals.
FR-103 The solution shall provide the ability to identify that an entity is Mandatory
not in good standing with the registry due to delinquent
filings/lodgings (e.g., annual return, financial statement, annual
renewals).
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FR-104 The solution shall identify companies that after a configurable Mandatory
amount of time after not filing their annual return as not in good
standing.
FR-105 The solution shall identify businesses that after a configurable Mandatory
amount of time after not filing their periodic renewal as not in
good standing.
FR-106 Once an entity it not in good standing, the entity is locked from Mandatory
updates other than to file delinquent annual returns or renewals.
FR-107 The solution shall provide the ability to identify entities that are Mandatory
candidates for administrative dissolution due to lack of compliance
(e.g., delinquent on annual return, financial statement or periodic
renewal filings/lodgings).
FR-108 The solution must prevent the dissolution (administrative or Mandatory
voluntary) of a company if there are active debentures or charges.
FR-109 All companies that are dissolving or ceasing operation must follow Mandatory
the processes of insolvency.
FR-110 The solution must support the administrative dissolution of all Mandatory
companies (excluding foreign companies) through the following
process:
1) Notification must be sent to the company of the intent of the
registry to dissolve the company.
2) If the company has not notified the registry, the registry must
publish a notice of intent to dissolve to the Gazette.
3) If there have been no objections to the dissolution, the registry
may dissolve the company.
4) On dissolution, the registry must: a.Publish notice of dissolve to
the Gazette; and, b.Issue letters to the directors and shareholders of
the company.
FR-111 The solution must support the involuntary dissolution of all Mandatory
companies based on a court order or creditor’s notice.
FR-112 The solution must support the voluntary dissolution of all Mandatory
companies (excluding foreign companies) upon receipt of a
request to dissolve from an authorized entity representative
through the following process:
1. The registry must publish a notice of intent to dissolve to the
Gazette.
2. If there have been no objections to the dissolution, the registry
may dissolve the company.
3. On dissolution, the registry must: a. Publish notice of
dissolution to the Gazette; and, b. Issue letters to the directors and
shareholders of the company.
FR-113 The solution must prevent an entity representative from requesting Mandatory
the dissolution of a company that is not in good standing. The
solution must inform the representative that any outstanding
annual statements and financial statements (as required) must be
filed/lodged before a dissolution request can be submitted.
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FR-114 The solution must support the administrative restoration of a Mandatory
company on receipt of supporting documents from an authorized
entity representative. The process includes: 1) Restoring the entity
(i.e., make the entity active); 2) Publishing a notice of restoration
to the Gazette; and, 3) Issuing a letter of restoration.
FR-115 The solution must support the voluntary or administrative Mandatory
cessation (dissolution) of a foreign company upon receipt of a
request to dissolve (including supporting documentation) from an
authorized entity representative by: 1) Dissolving the entity; 2)
Publishing notice of dissolution to the Gazette (if the company has
not already published a notice); and, 3) Issuing letters to the local
representatives of the foreign company.
Supporting documentation includes:
• For foreign companies winding up in Uganda only, supporting
documentation, as required Resolution for Windup, or Court Order
• For foreign companies winding up in the home jurisdiction,
supporting documentation, as required Resolution for Windup
from their home jurisdiction, or Court Order from their home
jurisdiction
FR-116 The solution must support the voluntary dissolution of business Mandatory
names and partnerships upon receipt of a request to dissolve from
an authorized entity representative by: 1) Dissolving the entity;
and, 2) Issuing letters to the entity representatives.
FR-117 In the future (not a current legal requirement), the solution must Mandatory
ensure that a business name or partnership is in good standing
prior to requesting to dissolve.
FR-118 The solution must support the voluntary restoration of an entity on Mandatory
receipt of supporting documents (including a court order) from an
authorized entity representative. The process includes: 1)
Restoring the entity (i.e., make the entity active, or to its previous
state); 2) Publishing a notice of restoration to the Gazette; and, 3)
Issuing a letter of restoration.
FR-119 On restoration (or reinstatement) of a company, the company is Mandatory
required to file any missing annual returns.
FR-120 For any company type (except foreign), the solution shall support Mandatory
the ability for an authorized entity representative to request the
addition, modification, or discharge of debentures and charges.
FR-121 The solution must calculate the fee for addition or modification of Mandatory
a debenture or charge based on the total charge.
FR-122 The solution must support the following process for adding a Mandatory
charge to a company: 1) Authorized entity representative
files/lodges a charge for a company including all required data (as
prescribed), supporting documents, and payment; 2) Registry staff
review and approve the filing/lodgment; and, 3) Solution notifies
the representative that the addition is approved and issues
certificate.
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FR-123 Debentures and charges must be registered (added) within 42 days Mandatory
of their issuance. In the event that the request to add a charge is
being submitted after 42 days, the solution flag the submission for
follow-up by registry staff.
FR-124 To modify an existing, active charge, the solution must provide an Mandatory
authorized representative with the ability to identify the charge and
to change the particulars of the charge and submit the appropriate
payment (fees are calculated as a delta from the original charge
amount). Upon submission and approval of the modification, the
solution shall notify the representative that the addition is
approved, issues a certificate.
FR-125 To discharge (full or partial) an existing, active charge, the solution Mandatory
must provide an authorized representative with the ability to
identify the charge, to fully discharge the charge or to change the
particulars of the charge, and pay the fee. Upon submission and
approval of the discharge, the solution shall issue a certificate.
FR-126 The solution shall provide for an electronic means to rank creditors Mandatory
that have an interest in the same asset based on the date and time
of registration.
FR-127 The solution shall provide for amendments, renewals, Mandatory
cancellations, and objections of notices by electronic means.
FR-128 The solution shall provide for any other requirements as will be Mandatory
identified in the end user requirements elicitation phase with
support from the current legislation.
FR-129 The solution shall support the application and certification process Mandatory
for insolvency practitioners through both walk-in and online
delivery channels.
FR-130 The solution shall provide insolvency staff with the ability to Mandatory
suspend or revoke an insolvency practitioner’s certification.
FR-131 The solution shall support the renewal of an insolvency Mandatory
practitioner’s certification.
FR-132 The solution shall provide insolvency staff with the ability to Mandatory
reinstate an insolvency practitioner’s certification.
FR-133 The solution shall provide the ability for users to search for Mandatory
insolvency practitioners, and insolvencies.
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ID Requirement Priority
FR-134 The solution shall support the filing/lodging of an insolvency Mandatory
declaration for natural persons and legal entities. Insolvency
declarations may be voluntary or by court order, and include the
following information:
• Natural person or legal entity, identified by names, address, and
NIN for natural persons) and BRN for legal entities
• Identification of certified insolvency practitioner, in some cases
this is URSB themselves acting as the insolvency practitioner
• Date of insolvency
• Supporting documentation, as required Resolution for Windup,
or Court Order
• For foreign companies winding up in the home jurisdiction,
supporting documentation, as required Resolution for Windup
from their home jurisdiction, or Court Order from their home
jurisdiction
FR-135 The solution shall support the following insolvency processes: 1) Mandatory
Change of liquidator / insolvency practitioner; 2) Appointment of
provisional administrator; 3) Appointment of a receiver; 4) Add,
modify and delete assets; 5) Filing/lodging of preliminary report;
6) Filing/lodging of interim report which includes progress update
and prediction for completion of insolvency; 7) Filing/lodging of
final report (return of final account) which includes assets,
distributions, and final meeting minutes; 8) After three (3) months
of the filing of the final report, the company is struck (dissolved)
from the register.
FR-136 On successful dissolution of an insolvency, the solution shall issue Mandatory
a certificate of dissolution.
FR-137 The solution shall limit updates to an insolvency registration to the Mandatory
insolvency practitioner.
FR-138 The solution shall provide the registrar with administrative Mandatory
privileges to correct filing/lodging errors.
FR-139 The solution may provide the ability to import asset information Optional
from structured files (e.g., CSV, XML).
FR-140 The solution shall provide the ability for users to request a Mandatory
certificate of status of any entity within the registry.
FR-141 Through the public search and entity details (i.e., entity profile), Mandatory
the solution shall provide the ability for users to access (potentially
with an associated fee) documents or filing/lodging details related
to the entity. Access to documents, and the fees charged, may be
based on the type of user that is requesting access. For example,
an entity representative should have access to all documents
without a fee, while public users, or representatives of another
entity, may have limited access to documents and may be charged
a (nominal) fee for those to which they do have access.
FR-142 The solution shall provide the ability to request access to legal Mandatory
documents.
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ID Requirement Priority
FR-143 The solution shall provide the ability for users to request Mandatory
(potentially with an associated fee) a certified copy of a document.
FR-144 The solution shall provide the ability to perform integrated entity Mandatory
registration with the following agencies: URA, NSSF, and the
KCCA or MoLG.
FR-145 Upon successful completion of an integrated registration, the Mandatory
solution shall notify the applicant and all directors, and provide
access the following documents: 1) Proof of completion of
registration with each authority; and, 2) Registration numbers or
account information for each authority (as appropriate).
FR-146 The solution shall use the ISIC level 4 codes for communication of Mandatory
nature of business will URA, NSSF, KCCA, and MoLG.
FR-147 In addition to providing integrated business registration, the Mandatory
solution shall provide facilities to inform partner authorities with
any updates to company, partnership, or business name
information; including, but not limited to, the following events: 1)
Amalgamation; 2) Re-Registration; 3) Change of Name; 4)
Change of Partners; 5) Change of Directors (or Local
Representatives); 6) Change of Officers; 7) Change of
Shareholders/Members; 8) Change of Share Structures/Types; 9)
Change of Restrictions on Share Transfers; 10) Change of
Restrictions on Business (Objectives); 11) Change of Beneficial
Owners; 12) Change of Company Secretary; 13) Change of
Registered Office; 14) Change of Address(es); 15) Dissolution; 16)
Reinstatement or Restoration.
FR-148 The solution shall provide the ability for URSB administrator to Mandatory
define and configure task queues to manage processing of
filings/lodgings by staff based on area of responsibility.
FR-149 To prevent jumping-the-queue, the solution must provide Mandatory
mechanisms to ensure that tasks are processed based on a first-in
first-processed principle.
FR-150 The solution shall provide the ability for an administrator to select, Mandatory
view and assign any queued or in-progress task.
FR-151 The solution should provide the ability for an administrator to Mandatory
configure workflows.
FR-152 The solution should provide the ability for URSB staff to flag Optional
filings/lodgings or an entity for follow-up (i.e., review or audit).
FR-153 The solution should provide the ability for URSB staff to add a Optional
reminder to filings/lodgings or an entity flagged for follow-up.
FR-154 The solution shall provide the ability to generate certificates as Mandatory
PDFs that include security mechanisms (e.g., electronic signature,
bar codes, etc.) to prevent tampering and forgery.
FR-155 The solution shall provide the ability for users to verify the Mandatory
authenticity of an issued license, permit, certification, approval,
etc.
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ID Requirement Priority
FR-156 The solution shall provide customizable (ad hoc), operational Mandatory
(automated), and analytical/statistical reporting capabilities.
FR-157 The solution shall be able to generate a Register Report that Mandatory
includes details of all businesses and companies at the time of their
incorporation or registration. The report shall include, at a
minimum, the following information: business registration number
(BRN), name, entity type, date of registration or incorporation,
status, shareholders, directors or partners, Company Secretary,
Registered Office, address(es), and contact Information.
FR-158 The solution shall be able to generate a Register Report that Mandatory
includes details of all businesses and companies as of a specific
date. The report shall include, at a minimum, the following
information about business and companies as of the date specified:
business registration number (BRN), name, entity type, date of
registration or incorporation, status, shareholders, directors or
partners, Company Secretary, Registered Office, address(es), and
contact Information.
FR-159 The solution shall be able to generate a company or business Mandatory
profile report that includes all details about a company, and the
changes that have occurred its history. History includes all
changes in particular including name changes, changes of
directors/partners, share structures, etc., as well as
amalgamations/mergers.
FR-160 The solution shall provide the following operational reports at a Mandatory
minimum: 1) Total number of filings/lodgings by type and office;
2) Total number of new entities created; 3) Total number of
entities; 4) Foreign entities by country; 5) Entities by region; 6)
Total number of legal documents registered; 7) Total number of
filings/lodgings awaiting review/approval; 8) Filings/lodgings
awaiting review/approval; 9) Total number of filings/lodging sent
for correction; 10) Filings/lodging sent for correction; 11)
Delinquent filings/lodgings by entity type; 12) Total number of
name search and reservations conducted; 13) Total number of
rejected name search and reservation requests; and, 14)
Complaints metrics.
FR-161 The solution shall provide the financial reports related to the Mandatory
revenues collected through the business registry related to: 1)
Business registration filings and search; 2) Insolvency filings; and,
4) Other fee-based services of the registry.
FR-162 The solution shall provide a customizable set of Management Mandatory
Information System (MIS) reports.
FR-163 The solution shall provide the ability for staff to group, filter and Mandatory
sort operational reports by the following parameters (at a
minimum): 1) By reporting period (or date range); 2) By entity
type; 3) By filing/lodging type; 4) By status; 5) By user; 6) By
office; and, 7) By filing channel (e)g), walk-in or online).
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FR-164 The solution shall provide the ability to identify and report on key Mandatory
performance indicators and service metrics.
FR-165 The solution should provide a management dashboard which Mandatory
consolidates key performance indicators and service metrics.
FR-166 The solution shall provide the ability to export reports to Word, Mandatory
Excel, and PDF.
FR-167 The system must support the publication of the following to the Mandatory
Gazette: 1) Notice of Intent to Dissolve, and 2) Notice of
Dissolution
FR-168 The system may support the publication of the following to the Optional
Gazette: 1) Notice of Incorporation, and 2) Notice of Registration
FR-169 The system must support the publication of the following to the Mandatory
URSB web site: 1) Notice of Incorporation; 2) Notice of
Registration; 3) Notice of Intent to Dissolve, and 4) Notice of
Dissolution.
FR-170 The solution shall provide the ability for administrators to manage Mandatory
fees, rate tables, and calculations related to filings, lodgings, and
other transactions.
FR-171 Unless otherwise specified, the solution shall require payment at Mandatory
the time of submission of the request for service.
FR-172 The solution shall assume that any filing, lodging, or transaction Mandatory
can be zero cost, or have a fee associated with it.
FR-173 The solution shall have the ability to perform payment assessment Mandatory
including calculation or lookup of fees based on data provided
(i.e., debenture and charge amount, late payment penalties for
annual returns, share capital).
FR-174 The solution shall have the ability to charge multiple fees for a Mandatory
single transaction.
FR-175 The solution must provide a receipt for any payments. Mandatory
FR-176 The solution must provide financial management capabilities to Mandatory
report on revenue, reconcile revenue sources, etc.
FR-177 In the event that there are costs related to integration with an Mandatory
authority on a per event basis, the solution shall record all events
and associated costs to be able to reconcile with the authority. For
example, NIRA’s NIN lookup service may cost URSB 40 shillings
(or more) per lookup.
FR-178 The solution shall provide the ability for an administrator to add Mandatory
and remove registry staff access to the system.
FR-179 The solution shall provide the ability for an administrator to Mandatory
revoke access of an entity representative.
FR-180 The solution shall automatically add access for an entity Mandatory
representative an entity when they have been added as a partner,
director, local representative, or shareholder.
FR-181 The solution shall automatically remove an entity representative’s Mandatory
access to an entity when they have been removed as a partner,
director, manager, or shareholder.
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ID Requirement Priority
FR-182 The solution shall provide the ability for partners, directors, Mandatory
managers, or shareholders, or an administrator, to be able to
revoke the access of individuals that were previously granted
access by a partner, director, local representative, or shareholder.
FR-183 The solution shall provide a mechanism for users (public) to Mandatory
register for access to the solution. Information collected during
registration may include, but is not limited to, the following:
names, National Identification Number, address, and phone
number(s).
FR-184 The solution shall provide standard mechanisms for staff and Mandatory
entity representatives to maintain their account information,
change their password, and recover a lost password (i.e., “forgot
my password”).
FR-185 The solution shall require an email address and mobile phone Mandatory
number for all users.
FR-186 The solution shall employ role-based and group-based access Mandatory
management (or similar) to manage user access to functionality.
FR-187 The solution shall employ mechanisms to ensure separation of Mandatory
duties of staff (e.g., registry staff should not be both initial
reviewer and final approver).
FR-188 The solution may employ two-factor authentication mechanisms. Optional
FR-189 The solution shall provide administrators to configure various Mandatory
aspects of the system, including, but not limited to, the following:
Look ups (e.g., list of countries, list of cities/towns, etc.).
FR-190 The solution shall provide administrators to configure words that Mandatory
are considered reserved or abusive for name reservation.
FR-191 The solution shall provide administrators with the ability to enable Mandatory
or disable functionality, such as the subscription functionality.
FR-192 The solution shall provide the ability for external users to submit Mandatory
complaints via email, phone, or online.
FR-193 The solution shall provide a mechanism (i.e., CAPTCHA or a Mandatory
similarly-purposed mechanism) to reduce the misuse of the
complaints submission.
FR-194 The solution shall require the following information on the Mandatory
submission of a complaint: the individual (name and contact
information) lodging the complaint; the nature of the complaint;
and, the object of the complaint.
FR-195 The solution shall also record the following information in relation Mandatory
to the receipt of a complaint: the date and time that the complaint
was received; a unique complaint number; and, channel (e.g.,
email, phone, online) through which the complaint was received.
FR-196 The solution shall provide the internal users with the ability to Mandatory
review and triage complaints to determine the section to which the
complaint applies.
FR-197 The solution shall provide the internal users with the ability to Mandatory
review complaints and provide a resolution update to the
176 Section VI. Technical Requirements

ID Requirement Priority
complainant.

1.3 Non-Functional Requirements

ID Requirement Priority
NFR-1 The solution shall maintain audit logs including user identity and Mandatory
date and time of a change – including those performed at the
database or service level by administrators.
NFR-2 The solution shall integrate with NITA-U’s National Payment Mandatory
Gateway to facilitate online and walk-in payment for URSB
services.
NFR-3 The solution shall integrate with the NITA-U’s integration Mandatory
platform to facilitate data exchange with government ministries,
and authorities. If NITA-U’s integration platform is not available,
the solution shall utilize point-to-point integration for data
exchange as an interim solution.
NFR-4 To facilitate the integrated business registration process, the Mandatory
solution shall integrate with the following agencies and/or
systems: Uganda Revenue Authority (URA), the National Social
Security Fund (NSSF), and the Kampala Capital City Authority’s
(KCCA) E-Citie, and Ministry of Location Government (MoLG).
NFR-5 The solution shall leverage NITA-U’s electronic signature Mandatory
infrastructure to enable signing and verification of electronic
documents. If the NITA-U solution is unavailable, the solution
shall implement an alternate model to authenticate and verify
electronic documents.
NFR-6 To facilitate lookup and validation of Ugandan citizen Mandatory
information, the solution shall integrate with the NIRA’s National
Security Information System (NSIS).
NFR-7 The solution should provide the ability to integrate with the Optional
Ugandan Gazette to publish notices, as appropriate.
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ID Requirement Priority
NFR-8 The solution shall provide an API Layer for integration (i.e., data Mandatory
consolidation and exchange) with services provided by USRB,
and other government ministries, or authorities – including local
governments. The API Layer shall be implemented via web
services using the micro services architecture, and be leveraged
for internal integration, and inbound and outbound integration
with external systems. The API Layer shall provide URSB with a
mechanism to consolidate multiple point-to-point integrations
into a single channel.

The API Layer shall, at minimum, shall :

a) Provide the ability to make HTTP REST calls and returns
appropriate responses.
b) Provide the ability to make SOAP calls and returns appropriate
responses.
c) Provide the ability to authenticate all application clients at all
times.
d) Generate custom application reports in different formats as
specified.
e) Provide the ability to create or register application clients.
f) Provide the ability to view application reports.
g) Provide the ability to manage all application clients.
h) Generate application reports
i) Provide the ability to control access to application by creating
under privileged user accounts.
j) Be scalable and robust.
k) Provide suitable interfaces to help in monitoring and evaluation
of application health.
l) Provide an attractive, intuitive and easy to use Interface.
m) Provide detailed audit trail.
n) Provide detail logs for every transaction to allow payment
reconciliation.
NFR-9 The solution shall provide an MDA API (i.e., web services) that Mandatory
allows MDAs to lookup companies, business, and partnerships
based on their UBI (i.e., URSB BRN), or name.
NFR-10 The solution shall provide authorized URSB users with the ability Mandatory
to configure data provided through the MDA API based on the
MDA.
NFR-11 The solution may provide mechanisms (e.g., Web Components, Optional
portlets, APIs, micro services, etc.) for integration with other
services.
NFR-12 The solution shall integrate with URSB’s electronic document Mandatory
management solution (EDMS) to manage all documents
(electronic or physical/hard-copy) lodged/filed.
The EDMS solution is OnBase by Hyland Software Inc.
The system uses standard web-services API.
178 Section VI. Technical Requirements

ID Requirement Priority
NFR-13 The solution shall integrate with URSB’s electronic document Mandatory
management solution (EDMS) to manage all certificates or
documents generated by the solution.
NFR-14 The solution shall integrate with the Industrial Property Mandatory
Automation System (IPAS) for the purpose of confirming
name space of company names or trademarks.
NFR-15 The solution shall integrate with the Marriage Registration Mandatory
System (MRS) for the purpose of internal verification of
spousal information.
NFR-16 The solution may integrate with the Ministry of Lands, Housing & Optional
Urban Development’s Land Registry to verify land information
and ownership.
NFR-17 The solution may integrate with URA’s vehicle registration Optional
system to identify vehicles and to verify ownership.
NFR-18 The solution may integrate with URSB’s queueing system Optional
(QMatic) for walk-in services.
NFR-19 The solution shall be W3C HTML compliant. Mandatory
NFR-20 The solution must support deployment in a high availability Mandatory
environment.
NFR-21 The solution shall be capable of operating within a virtualized Mandatory
environment.
NFR-22 The solution shall employ mechanisms to load balance and scale Mandatory
to meet transaction volumes.
NFR-23 The solution shall support the attachment of PDF documents, and Mandatory
images (JPEG, PNG and TIFF only).
NFR-24 The solution shall encrypt all data in transit via mechanisms such Mandatory
as HTTPS, TLS, or similar.
NFR-25 The solution shall enforce the use of encryption mechanisms such Mandatory
as HTTPS, TLS, or similar.
NFR-26 The solution may encrypt data at rest. Optional
NFR-27 The solution should be designed to accommodate Public Key Optional
Infrastructure (PKI).
NFR-28 The solution should be designed to leverage blockchain and other Optional
disruptive technologies.
NFR-29 The solution must employ mechanisms to classify (e.g., sensitive, Mandatory
confidential, private, proprietary, and public) and protect
information from unauthorized access.
NFR-30 The solution must be capable of running on all common web Mandatory
browsers (e.g. Google Chrome, Mozilla Firefox, Microsoft Edge,
and Apple Safari) and all common operating systems (e.g.
Microsoft Windows, Mac OS X, Linux, Apple iOS, Android).
NFR-31 The solution may deliver all or some (i.e., public search) Optional
functionality in a format that is supported by smart phones (e.g.,
iOS, Android).
NFR-32 The solution’s user interface shall be built using "responsive Mandatory
design" to be compatible with all modern devices (e.g., desktop,
Section VI. Technical Requirements 179

ID Requirement Priority
tablet, mobile) and screen resolutions.

NFR-33 The solution shall comply with the following acts: 1) Electronic Mandatory
Signatures Act; 2) Electronic Transactions Act; 3) Computer
Misuse Act; 4) Data Protection and Privacy Bill; and, Access to
Information Act
NFR-34 The solution shall support the ISO-8859-1character set at a Mandatory
minimum.

C. TECHNICAL SPECIFICATIONS

2.1 General Technical Specifications

2.1.1. All information technologies must provide support for the English
language
2.1.2. All information technologies MUST properly display, calculate, and
transmit date data, including, but not restricted to 21st-Century date data.
2.1.3. All active (powered) equipment must operate on voltage range and
frequency 230v +/- 10v, 50Hz +/- 2Hz. All active equipment must include power
plugs standard in Uganda
2.1.4. Unless otherwise specified, all equipment must operate in environments of
5-45 degrees centigrade, 20-80 percent relative humidity, and 0-40 grams per
cubic meter of dust.
2.1.5. Unless otherwise specified, all equipment must operate at noise levels no
greater than 55 decibels.
2.1.6. All electronic equipment that emits electromagnetic energy must be
certified as US FCC class B or EN 55022 and EN 50082-1, or equivalent,
emission standards.

2.3 Software Specifications

The Bidder is to provide all software required to operate their solution.

2.4 Service Specifications

2.4.1 Training and Training Materials
The Bidder must provide for all training and training materials for staff as identified in
Table VI-3.

Table VI-3 Staff to be trained

s/n Users Groups Number of Users
2.4.1-A URSB business staff 50 (fifty)
2.4.1-B URSB technical staff (system administrators) 4 (four)
2.4.1-C URSB trainers 2 (two)
180 Section VI. Technical Requirements

2.4.1.1 Training Program and Material Requirements

2.4.1.1-A) The objective of the training and capacity building is to ensure that
URSB staffs are capable of independently managing the system at the
time of system delivery. The Bidder must provide a response that
indicates how this will be achieved.
2.4.1.1-B) The Bidder also must indicate how they intend to work with the URSB to
ensure capacity building and knowledge transfer and independent
sustainability of the system.
2.4.1.1-C) The training program and materials, covering all the tasks that are
required to effectively manage the system, shall be developed by the
Bidder and presented to the Client for approval.
2.4.1.1-D) The Bidder’s training program and materials must include training
courses for the user groups identified, as well as on the job training
sessions for system administrators.
2.4.1.1-E) The Bidder must provide a training plan consistent with the project
implementation schedule. Training must be coordinated with the
implementation of the proposed system so that no significant delays
occur between commissioning and user training.
2.4.1.1-F) The Bidder must provide comprehensive training materials in soft copy.
2.4.1.1-G) The Bidder must conduct all training sessions and provide all training
materials in English.
2.4.1.1-H) All costs required for training, training materials and capacity building
(i.e. every activity under training and capacity building section) shall be
part of the proposal and shall be provided by supplier without additional
pay.
2.4.1.2 Training Requirements
2.4.1.2-A) The Bidder’s training shall include training that is focused by job
function (business staff and technical staff), as well as by functionality of
the solution (business registration, integrated business registration, and
insolvency).
2.4.1.2-B) The Bidder’s training of business staff must be concentrated on the use of
the solution and must enable staff to carry out daily processes related to
business registration, integrated business registration, and insolvency.
2.4.1.2-C) The Bidder’s training of technical staff must enable them to carry out all
the functions administration and maintenance of solution, as well as
support users of solution, and all related hardware and software.
2.4.1.2-D) The Bidder’s training of technical staff must include, at a minimum, the
following: solution management; solution maintenance and monitoring;
data analysis; data security; and, backup and solution recovery processes.
2.4.1.2-E)   The   technical   training   should   be   a   boot  camp   style   of  training   done
preferably abroad (at the developer’s labs, or a country with a similar
system). Planned number of personnel for specialised training is 4 (four).
2.4.1.3 Capacity Building and Study tours
2.4.1.2­A) The capacity building shall include at least one workshop and one study tour of
managers and technical personnel of the URSB.
Section VI. Technical Requirements 181

2.4.1.2­B) The   Supplier   shall   propose   the   capacity  building  plan  and   agree   it   with  the
URSB.
2.4.1.2­C) The capacity building plan shall include a minimum: At least one workshop on
the effect of new solution on the Business registration processes, and project
results (planned number of participants up to 30 in each) 
2.4.1.2­D) The supplier shall organize and carry out 1 (one) study tours to a country with
similar   solution   at   the   early   stage   of   the   contract   execution   to   support   the
Business   analysis   and   Business   Process   Reengineering   of   the   registration
processes to be incorporated in the system. The number of participants is 4.
2.4.1.2­E) The   programs   for   the   study   tour   should   include,   but   not   be   limited   to,   the
following   subjects:  Application   of   information   technologies   for   improving
service   provision,   Re­engineering   of   registration   procedures   with   ICT   use,
Public  access   to  registration  data,   Provision  of   services   at   affordable   prices,
Online payments, and Online registration services.

2.4.2 Technical Support

The Bidder will provide Maintenance and Support (M&S) Services to URSB post
implementation as to be specified in the M&S Term in the Contract. During the Warranty
period as set in Contract, the Bidder will provide Maintenance Service to URSB
according to the following terms and conditions.

2.4.2.1 Supports and Services

The Bidder will provide URSB, at no additional charge other than Reimbursable
Expenses, with Supports and Services sufficient to maintain and support the Software as
set out below in conformance, repairing or replacing the Software if it fails so to conform.
URSB shall inform the Bidder in general terms when it detects any non-conformity, and
the Bidder and URSB jointly will determine whether any malfunction or non-conformity
is the result of the Software, Third Party Software, or the System.

2.4.2.2 Bidder General Responsibilities

The Bidder is responsible for the following M&S services:

2.4.2.2-A) Telephone Assistance. The Bidder shall provide support center coverage
regarding suspected failures of the Solution thereto to substantially
conform to the Specifications (“Problems”) between 8:00 a.m. to 5:00
p.m. Ugandan time (“Principle Period”) Monday through Friday. For
severity 1 issues, as defined below, an emergency phone number will be
available during weekends and Bidder holidays.
2.4.2.2-B) Problem Correction. The Bidder shall attempt to correct all
documented Problems reported to the Bidder by URSB that have an
impact on business operations and cause the Solution to not conform to
Functional Specifications. URSB shall provide the Bidder with a detailed
description of any Problems, accompanied by examples thereof, if
applicable.
182 Section VI. Technical Requirements

2.4.2.3 Service Level Terms

The Bidder will work for the prompt resolution of Problems and will respond to URSB as
per the target service level and turnaround set below by using a dedicated contact
telephone number or e-mail address for each support call. Maximum turnaround time of
response will be based on levels of severity as defined in Table VI-4. The bidders shall
provide a comprehensive SLA including penalties. The final penalties shall be adjusted
and agreed upon at contract negotiation.

Table VI-4 Severity Levels and Response Time

Severity Description Response Time

Level
2.4.2.3-A 1 An Error that has a critical Acknowledge within one (1)
impact on the development, hour(s); response within one
deployment, or operational use two (2) hours.
of the Software and/or System,
resulting in the inability to Severity 1 calls will be handled
continue to deploy or use the on a twenty-four (24) hours by
Software and/or System as seven (7) days a week basis.
required or intended. A The Bidder will use reasonable
Severity 1 Error does not have efforts to provide a fix,
a reasonable workaround, workaround, or to patch
cannot reasonably be corrected Severity 1 within 2 hours after
by adding to or changing the the Bidder confirms that the
Documentation. reported Problem is a bug of the
Software.
2.4.2.3-B 2 An Error that causes a severe Acknowledge within two (2)
restriction on the development, hours; response within one (1)
deployment, or operational use Business Day.
of the Software and/or System,
resulting in the restricted Severity 2 calls will be handled
ability to continue to deploy or during URSB normal business
use the Software and/or hours. The Bidder will make
System. A Severity 2 Error efforts to provide a fix or
does not have a reasonable workaround, or to patch
workaround, cannot reasonably Severity 2 within one (1)
be corrected by adding to or business day.
changing the Documentation
2.4.2.3-C 3 An Error that causes limitations Acknowledge within twenty-
that is not critical or severe to four (24) hours; response within
the development, deployment, thirty (30) business days.
or operational use of the
Software and/or System. A Severity 3 calls will be handled
Severity 3 Error has a during URSB normal business
reasonable workaround. hours. Bidder will make efforts
Section VI. Technical Requirements 183

Severity Description Response Time

Level
to provide a fix or workaround,
or to patch Severity 3 within
thirty (30) business days and to
incorporate Severity 3 fixes in
the next upcoming release of
the product.
2.4.2.3-D 4 An Error that causes a slight Acknowledge within twenty-
inconvenience to the four (24) hours; response at the
development, deployment, or discretion of Bidder Software
operational use of the Software
and/or System. A Severity 4 Severity 4 calls will be dealt
Error has a reasonable with on a case-by-case basis.
workaround.

“Release” refers to a fix, patch or such other minor improvement, enhancement,

modification or expansion of the Software and/or System which is generally
commercially distributed by the Bidder as part of the M&S Services and for which the
Bidder does not generally impose a separate charge.

2.4.3 Data Conversion and Migration

Complete Data conversion and migration services may not be required for the Business
Registration System or insolvency registry Howver there may be case where adjusting
data formats is required, as well as importation of data.

2.5 Documentation Requirements

The Bidder will be responsible for the production (including quality control and revision
management) of the following documents. Please note that these are the documents
related to training only, the full list of deliverables is documented the Summary of
Deliverables Table.

2.5-A) Business Registry and Integrated Business Registration Reengineering and

Technical Design Document
2.5-B) Business Registry and Integrated Business Registration User Guide
2.5-C) Business Registry and Integrated Business Registration Technical
Operations Guide
2.5-D) Insolvency Registry Technical Design Document
2.5-E) Insolvency Registry User Guide
2.5-F) Insolvency Registry Technical Operations Guide
2.5-G) API Layer Technical Design Document
2.5-H) API Layer Technical Operations Guide
184 Section VI. Technical Requirements

The   architectural   design   documents   (Business   Registry   and   Integration   Business   Registration
Technical Design Document, Insolvency Registry Technical Design Document, and API Layer
Technical Design Document) shall detail all aspects of the solutions, including, but not limited
to, the following:

a) detailed system, application and data architectures;
b) detailed database schema information; 
c) detailed data dictionary information; and,
d) detailed descriptions of the solution modules, including their purpose, exposed interfaces,
error conditions, etc.

The   technical   operations   guides   (Business   Registry   and   Integration   Business   Registration
Technical Operations Guide, Insolvency Registry Technical Operations Guide, and API Layer
Technical   Operations   Guide)   shall   detail   all   aspects   of   the   solutions’   operational   procedures,
including, but not limited to, the following:

a) backup procedures;
b) disaster recovery (and service continuity) procedures;
c) daily operational procedures (e.g., monitoring, log rotation, etc.); and,
d) database maintenance procedures.

High­level Conceptual Architecture

The high-level, conceptual design depicted in Figure VI-1 and described in this section is
based on the business, functional, and non-functional requirements for the business
registry, integrated business registration, and insolvency registry solution.

Figure VI-1 High-Level Conceptual Architecture

As depicted, the high-level conceptual architecture includes the following systems /

components:
Section VI. Technical Requirements 185

D-A) The new Business Registry will provide access to the public, through eBiz,
to search the registry, and sign-up to be a registered user. Registered users
will be able to file name reservation requests and to register or incorporate
business names and companies. Once associated with a business or
company, registered users will have access to perform continuous filings
(e.g., filing of changes in particulars, annual returns, etc.) as well as other
filings for the business or company. The registry also supports registry staff
in reviewing and auditing filings, and processing of walk-in client filings.
The registry will integrate with NITA-U’s National Payment Gateway to
facilitate fee payments for online and walk-in clients, and NIRA’s National
Security Information System (NSIS) to validate information about
individuals.
D-B) The Chattels Registry provides creditors with the ability to file notices of
security interest, and a search facility for public users.
D-C) The new Insolvency Registry will provide access for insolvency
practitioners to lodge the necessary filings and reports in alignment with
current legislation, access for public users to search the registry for
insolvencies and insolvency practitioners, and URSB insolvency division
staff to review and monitor filings. The solution may provide for
integration with systems, such as the Ministry of Lands’ Land Registry, to
verify information contained in filings and reports.
D-D) For Integrated Business Registration, the Business Registry will integrate
with URA (tax registration), NSSF, KCCA, and MoLG to share
information collected during the registration or incorporation process, and
will provide mechanisms (i.e., API Layer) to share information from
continuous filings with these (and other) MDAs.
D-E) Electronic Document Management System (EDMS) provides, currently,
storage and indexing of scanned paper documents that have been
filed/lodged with the registry.
D-F) Intellectual Property Automation System (IPAS) provides URSB with
the ability to manage the registration of intellectual property, including
trademarks.
D-G) API Layer provides integration and interoperability services for
communications amongst the internal URSB systems and NITA-U’s
Integration Layer for external integrations.
D-H) NITA-U’s Integration Layer will provide integration and interoperability
services for communications amongst the various systems.
186 Section VI. Technical Requirements

D. TESTING AND QUALITY ASSURANCE REQUIREMENTS

The following high-level testing approach will be carried out by URSB prior to system
acceptance and signoff:

F-A) Usability Testing. URSB will test the navigation between screens, user-
friendliness and workflows of each of the screens. Against this, if deficiencies
are identified the interface may be redesigned during this testing phase based on
feedback from the URSB.
F-B) Functional Testing. URSB will conduct a complete end-to-end functional
testing cycle. During the functional test, actual processes, and all key services
provided by Registry system will be tested against the business requirement,
(end-to-end) to confirm that the solution meets the requirements as described in
the RFP.
F-C) Acceptance Testing. URSB will conduct a complete end-to-end functional and
quality of service test (including security, performance and robustness) prior to
any system sign off. Additional URSB may also request a for a third­party system
audit before acceptance test, so that all security and other defects can be fixed by the
bidder. The bidder will have to fix all issues identified by the Third­party system audit
consultant before accepting the final delivery.

3.1 Pre-commissioning Tests

In addition to the Bidder’s standard system, integration, and set-up tests, the Bidder (with
the assistance of the Purchaser) must conduct the tests as defined in the Bidder’s test
strategies and plans outlined in Section VI chapter 7 Summary of Milestones on the
Solution before Installation will be deemed to have occurred and the Purchaser will issue
the Installation Certificate(s) (pursuant to GCC Clause 26 and related SCC clauses).

3.2 Operational Acceptance Tests

Section VI. Technical Requirements 187

Pursuant to GCC Clause 27 and related SCC clauses, the Purchaser (with the assistance of
the Bidder) will conduct the tests as defined in the Bidder’s test strategies and plans
outlined in the Summary of Milestones Table (section E. Implementation Schedule) on
the Solution following Installation to determine whether the Solution meet all the
requirements mandated for Operational Acceptance.

For Operational Acceptance, all mandatory functionality must be implemented and

operating under normal conditions without Severity 1 (Critical, users are unable to
complete mandatory functionality, or data corruption is occurring) defects for a period of
one (1) week.

Further, the Purchaser requires that the Bidder provide the on-site support during and
immediately follow operational implementation (i.e., go-live). The Bidder must have at
least one resource on-site for a period of at least Six (6) months after go-live.

E. IMPLEMENTATION SCHEDULE

This chapter outlines the recommended approach and schedule for the implementation of
the Solution. The approach and schedule are based on the following four (4) phases:

E-A) Phase 1 Design. Collection of detailed technical requirements and

specifications, user experience and interface design, and detailed solution
and integration design for business registry, and insolvency registry.
E-B) Phase 2 Business Registry Implementation. Development/configuration,
solution installation and commissioning, testing, training, and production
installation of the Business Registry, including horizontal integration with
the following existing internal URSB systems: Marriage Registration
System (MRS), Intellectual Property Automated System (IPAS), Electronic
Chattels Security Registry and Electronic Document Management System.
E-C) Phase 3 Insolvency Registry Implementation.
Development/configuration, solution installation and commissioning,
testing, training, and production installation of the Insolvency Registry,
including integration with the Business Registry System.
E-D) Phase 4 Vertical Integration. Development/configuration, solution
installation and commissioning, testing, training, and production installation
of integrated business registration, as well as integration with the following
National Identification and Registration Authority (NIRA), Uganda
Revenue Authority (URA), and National Social Security Fund (NSSF).
E-E) Phase 5 Maintenance and Support. 24-month period of maintenance and
support.
188 Section VI. Technical Requirements

4.1 Implementation Schedule Table

Table VI-5 provides a description of the phases (and sub­phases), and associated deliverables and milestone dates.

Table VI-5 Implementation Schedule Table

Phase Description Deliverable(s) Milestone

Completion
Date
E-1 Phase 1 Design Collection of detailed technical 3 months
requirements and specifications, user following
experience and interface design, and contract award
detailed solution and integration design
for business registry, insolvency registry,
and vertical integration.
E-2 Phase 1.1 User Conduct user experience design and DEL-1 User Interface
Experience Design interface workshop with stakeholders, and Specification
define the user interface specification
E-3 Phase 1.2 Business Collect detailed business and technical DEL-2 Business Registry
Registry Detailed requirements and specifications for the Detailed Requirements
Technical Requirements business registry and integrated business
and Specifications registration.
E-4 Phase 1.3 Business Detailed technical design for the business DEL-3 Business Registry and
Registry Technical registry and integrated business registration Integrated Business
Design Registration Technical
Design Document
Section VI. Technical Requirements 189

Phase Description Deliverable(s) Milestone

Completion
Date
E-5 Phase 1.4 Insolvency Collect detailed business and technical DEL-4 Insolvency Registry
Registry Detailed requirements and specifications for the Detailed Requirements
Technical Requirements insolvency registry.
and Specifications
E-6 Phase 1.5 Insolvency Detailed technical design for the insolvency DEL-5 Insolvency Registry
Registry Technical registry. Technical Design Document
Design
E-7 Phase 1.5 API Layer Detailed technical design for the API Layer DEL-6 API Layer Technical
Technical Design registry. Design Document
E-8 Phase 2 Business Development/configuration, solution 7 months after
Registry installation and commissioning, testing, contract award
training, and production installation of
the business registry solution.
E-9 Phase 2.1 Develop or configure the business registry
Develop/configure solution, including integrated business
registration.
E-10 Phase 2.2 Solution Installation of the business registry solution
installation and within URSB's environment
commissioning
E-11 Phase 2.3 Testing Testing of the business registry and DEL-7 Business Registry and
integrated business registration solution, Integrated Business
190 Section VI. Technical Requirements

Phase Description Deliverable(s) Milestone

Completion
Date
including: system integration testing of all Registration Test Strategy
system interfaces; and support for user and Test Scripts
(URSB) testing. DEL-8 Business Registry and
Integrated Business
Registration Test Results
Report
E-12 Phase 2.4 Training Conduct training of URSB staff for the DEL-9 Business Registry and
business registry and integration business Integrated Business
registration solution. Training to include Registration Training Plan
both business and technical staff. and Materials
E-13 Phase 2.6 Production Installation and commissioning of the DEL-10 Business Registry and
installation business registry and integrated business Integrated Business
registration solution in the production Registration User Guide
environment. DEL-11 Business Registry and
Integrated Business
Registration Technical
Operations Guide
DEL-12 API Layer Technical
Operations Guide
E-14 Phase 3 Insolvency Development/configuration, solution 8 months after
Registry installation and commissioning, testing, contract award
training, and production installation of
Section VI. Technical Requirements 191

Phase Description Deliverable(s) Milestone

Completion
Date
the Insolvency Registry.

E-15 Phase 3.1 Develop or configure the insolvency registry

Develop/configure solution, including all system integrations.
E-16 Phase 3.2 Solution Installation of the insolvency registry
installation and solution within URSB's environment
commissioning
E-17 Phase 3.3 Testing Testing of the insolvency registry solution, DEL-13 Insolvency Registry
including: system integration testing of all Test Strategy and Test Scripts
system interfaces; and support for user DEL-14 Insolvency t Registry
(URSB) testing. Test Results Report
E-18 Phase 3.4 Training Conduct training of URSB staff for the DEL-15 Insolvency Registry
insolvency registry solution. Training to Training Plan and Materials
include both business and technical staff.
E-19 Phase 3.5 Production Installation and commissioning of the DEL-16 Insolvency Registry
installation insolvency registry solution in the User Guide
production environment. DEL-17 Insolvency Registry
Technical Documentation
DEL-18 Updated API Layer
Technical Operations Guide
E-20 Phase 4 Vertical Development/configuration, solution 10 months after
Integration installation and commissioning, testing, contract award
192 Section VI. Technical Requirements

Phase Description Deliverable(s) Milestone

Completion
Date
training, and production installation
integrated business registration, and all
integrations.
E-21 Phase 4.1 Develop or configure integrations with
Develop/configure external systems.
E-22 Phase 4.2 Solution Installation of the integrations within
installation and URSB's environment
commissioning
E-23 Phase 4.3 Testing Testing of the integrated business DEL-19 Integrated Business
registration, and other external integrations. Registration Test Strategy
and Test Scripts
DEL-20 Integrated Business
Registration Test Results
Report
E-24 Phase 4.4 Training Conduct training of URSB and external DEL-21 Integrated Business
agency staff on the processes and Registration Training Plan
functionalities of integrated business and Materials
registration. Training to include both
business and technical staff.
E-25 Phase 4.5 Production Installation and commissioning of the DEL-22 Updated Business
installation Integrated Business Registration solution in Registry and Integrated
the production environment. Business Registration User
Section VI. Technical Requirements 193

Phase Description Deliverable(s) Milestone

Completion
Date
Guide
DEL-23 Updated Business
Registry and Integrated
Business Registration
Technical Documentation

DEL-24 Updated API Layer

Technical Operations Guide
E-26 Phase 5 Maintenance Two years of maintenance and support for DEL-25 Maintenance and 24 months after
and Support the solution. Support Contract implementation
and acceptance
of business
registry and
integration
business
registration
solution
E-27 Project Management DEL-26 Project Charter and Project Charter
Plan, and Status Reports and Plan within
2 weeks of
contact award
194 Section VI. Technical Requirements

4.2 Summary of Milestones Table

Table VI-6 provides a summary of the milestones for this project and its related completion date.

Table VI-6 Summary of Milestones Table

Phase / Task Description Milestone Completion Date

MILE-1 Phase 1 Design Collection of detailed technical requirements and specifications, 3 months following contract
user experience and interface design, and detailed solution and award
integration design for business registry, insolvency registry, and
vertical integration.
MILE-2 Phase 2 Business Development/configuration, solution installation and 7 months after contract award
Registry commissioning, testing, training, and production installation of the
business registry solution.
MILE-3 Phase 3 Development/configuration, solution installation and 8 months after contract award
Insolvency commissioning, testing, training, and production installation of the
Registry Insolvency Registry.
MILE-4 Phase 4 Vertical Development/configuration, solution installation and 10 months after contract award
Integration commissioning, testing, training, and production installation
integrated business registration, and integration with NIRA.
MILE-5 Phase 5 Two years of maintenance and support for the solution. 24 months after
Maintenance and implementation and
Support acceptance of Phase 2
Business Registry
Section VI. Technical Requirements 195

4.3 Sites Table

As detailed in Table VI­7, the URSB operates its head office in Kampala, as well as seven (7) branch offices across Uganda, and a disaster recovery
site.  The regional offices are connected to the head office through a WAN.  The Connection type is IP VPN at a speed of 1 Mbps.

Table VI-7 Sites Table

Site Code Site City / Town / Primary Street Address

Region
HO Head Office Kampala Plot 5 George Street, Georgian House
B1 Posta Uganda Kampala Posta Uganda Main office, Kampala Road
Booth 2 & 3

B2 UIA One-Stop Centre Kampala UIA Offices, Twed Towers (2nd Floor)
Lumumba Avenue

B3 Nakivubo Nakivubo Sekaziga House Floor 1, Nakivubo mews

B4 Mbale Mbale Plot 3, Park Crescent.
Ministry of Justice and Constitutional
Affairs

B5 Mbarara Mbarara Plot 1, Kamukuzi Hill

B6 Gulu Gulu Plot 6B Princess Road

B7 Arua Arua Plot 42/44 Packwach road

196 Section VI. Technical Requirements

Site Code Site City / Town / Primary Street Address

Region
DR Disaster Recovery Site
NITA-U NITA-U’s primary National Data Centre Kampala
NDC
NITA-U DR NITA-U’s Disaster Recovery Site for the National
Data Centre
Section VI. Technical Requirements 197

F. REQUIRED FORMAT OF TECHNICAL BIDS

5.1 Description of Information Technologies, Materials, Other

Goods, and Services
5.1.0 The Bidder must provide detailed descriptions of the essential technical,
performance, or other relevant characteristics of all key Information
Technologies, Materials, other Goods, and Services offered in the bid (e.g.,
version, release, and model numbers). Without providing sufficient clear
detail, Bidders run the risk of their bids being declared non-responsive.
5.1.1 To assist in the bid evaluation, the detailed descriptions should be organized
and cross referenced in the same manner as the Bidder’s item-by-item
commentary on the Technical Requirements described in Section 5.2 below.
All information provided by cross reference must, at a minimum, include clear
titles and page numbers.
5.2 Item-by-Item Commentary on the Technical Requirements
5.2.0 The Bidder must provide an item-by-item commentary on the Purchaser’s
Technical Requirements, demonstrating the substantial responsiveness of the
overall design of the System and the individual Information Technologies,
Goods, and Services offered to those Requirements, see ITB Clause 16.2 (b)
(ITB Clause 14.2 (b) in the two-stage SBD).
5.2.1 In demonstrating the responsiveness of its bid, the Bidder is strongly urged to
use the Technical Responsiveness Checklist provided in Section G of the
Technical Requirements. Failure to do so, increases significantly the risk that
the Bidder’s Technical Bid will be declared technically non-responsive.
Among other things, the checklist should contain explicit cross references to
the relevant pages in the Bidder’s Technical Bid.
5.3 Preliminary Project Plan
5.3.0 The Bidder must prepare a Preliminary Project Plan describing, among other
things, the methods and human and material resources that the Bidder
proposes to employ in the design, management, coordination, and execution
of all its responsibilities, if awarded the Contract, as well as the estimated
duration and completion date for each major activity. The Preliminary Project
Plan must also address the topics and points of emphasis specified in SCC
Clause 19. The Preliminary Project Plan should also state the Bidder’s
assessment of the major responsibilities of the Purchaser and any other
involved third parties in System supply and installation, as well as the
Bidder’s proposed means for coordinating activities by each of the involved
parties to avoid delays or interference.
5.4 Confirmation of Responsibility for Integration and
Interoperability of Information Technologies
198 Section VI. Technical Requirements

5.4.0 The Bidder must submit a written confirmation that, if awarded the Contract,
it shall accept responsibility for successful integration and interoperability of
all the proposed Information Technologies included in the System, as further
specified in the Bidding Document.

G. RESPONSE REQUIREMENTS

Note to Bidders: For each of the Technical Requirements, the Bidder must describe how its
Technical Bid responds to each Requirement. In addition, the Bidder must provide cross
references to the relevant supporting information, if any, included in the bid. The cross
reference should identify the relevant document(s), page number(s), and paragraph(s). One-
or two-word responses (e.g. “Yes,” “No,” “Will comply,” etc.) are normally not sufficient to
confirm technical responsiveness with Technical Requirements.

6.1 Executive Summary

Provide an overview of your company profile, highlighting the key features of your proposal.

6.2 Understanding of the Requirements

Provide a summary of your understanding of the solution requirements defined in the RFP.
This content should be expressed in your own words and not simply recite the requirements
as defined in this document. URSB encourages proponents to provide creative solutions for
this response.

6.3 Risks, Challenges and Issues

Based on your understanding of URSB’s objectives, your knowledge of URSB, and your
experience implementing similar Registry solutions, describe any potential risks to project,
and provide mitigation strategies for each risk.

6.4 Mandatory Eligibility Criteria

In order to be considered for this assignment, a Bidder must meet all the mandatory
eligibility criteria described below. URSB reserves the right to verify any information
contained in a Bidder’s response or to request additional information after the proposal is
received. Incomplete or inadequate responses, lack of response or misrepresentation in
responding to any questions will affect your evaluation.

6.5 Business, Functional, and Non-Functional Requirements

1. Describe your proposed solution’s architecture and how it aligns with the goals of this
project.
2. Describe your approach to addressing user experience and usability.
3. Describe how your solution provides the ability to integrate with other systems, and
how it would accommodate integration with other systems in the future.
Section VI. Technical Requirements 199

4. Describe the mechanisms that your solution provides for authenticating electronic
documents received from external users (e.g., business representatives, creditors,
etc.). Please note that NITA-U’s electronic signature platform is expected to be
available for use by this solution; however, the solution is not available currently, thus
the Purchaser wishes to understand what alternative mechanisms that your solution
provides that would comply with current legislation and regulation.
5. Describe how your solution supports Public Key Infrastructure (PKI), including how
related functionality could be enabled when a PKI solution is available.
6. Describe how your solution supports blockchain, including how leveraging
blockchain would benefit URSB, and how the current solution could be migrated to a
blockchain-based register.
7. Complete the provided Microsoft Excel spreadsheet (Error: Reference source not
found) to indicate how your solution would meet the business, functional, and non-
functional requirements provided.

For each requirement, you must indicate the capability of your proposed Solution based on
the following capability codes defined in TableVI-8.

TableVI-8 Capability Codes

Capability Description
Code
CC-OOTB Out of the box The Solution will support the requirement without any
need for configuration, enhancement or customization.
CC-CONF Configuration The Solution will support the requirement through
modification of the standard configuration parameters of
the product.
CC-ENHA Enhancement The Solution will support the requirement through
enhancements to the core product and these
enhancements will be carried forward to future releases
of the product automatically and with no increased risk or
cost to the client.
CC-DEVE Custom The Solution will be a custom developed solution, and
Development will be supported through warranty, and maintenance and
support.
CC-CUST Customization The Solution will support the requirement through
modifications and/or extensions of the core product to
create a version that is specific to the client. There is a
risk that these modifications and/or extensions could
prove difficult and/or costly to carry forward to future
releases of the product.
200 Section VI. Technical Requirements

Capability Description
Code
Un-Supported The Solution will not support the requirement.

6.6 Implementation Approach and Preliminary Project Plan

1. Describe your high-level approach and process to address the requirements, and
transition of knowledge and operations to URSB staff. Include any notable
methodologies, tools, techniques, hardware, and software and their respective
suitability to this project.
2. Describe your project management approach for managing schedule, scope and
resources and measuring project performance, and how the proponent will work with
the Project team and URSB staff to achieve the URSB’s objectives.
3. Bidders must provide a high-level overview of the proposed activities, including
sequencing and dependencies and estimate approximate timing of each phase or
activity, including time spent in Uganda on the URSB’s premises.
4. Describe your Quality Assurance methods and practices, and how they will be applied
to this project.
5. Describe your plan to transfer knowledge to URSB staff, as it relates to the solution
architecture and implementation and ongoing support and maintenance.
6. Describe the curriculum/scenario training team, training approach and course syllabi,
to enable URSB staff trainers to provide training and develop/augment the curriculum
both on end user training and technical training on the system.
7. Describe how you will effectively use URSB internal resources to fulfil the RFP
requirements, including roles, responsibilities and anticipated durations and effort.
8. Describe your approach for providing warranty and post-warranty (Maintenance and
Support).

6.7 Data Migration

Bidders must provide a high-level overview of a data migration approach, methodology, and
tools, and level of involvement required of URSB staff in the event that data migration is
required.

6.8 Added Value

‘Added value’ is the realization of additional benefits beyond the inherent worth of a good or
service. Describe the aspect(s) of your proposal believed to result in notable added value for
this project and/or URSB as a whole.

6.9 Recurrent Costs

Identify the types of recurring costs associated with your proposed solution.
Section VI. Technical Requirements 201

6.10 Confirmation of Responsibility for Integration and Interoperability of

Information Technologies
The Bidder must submit a written confirmation that, if awarded the Contract, it shall accept
responsibility for successful integration and interoperability of all the proposed Information
Technologies included in the System, as further specified in the Bidding Document.

H. ATTACHMENTS

Attachment VI.1. URSB Statistics

Attachment VI.2. Entity Filing/Lodging Matrix
Attachment VI.3. Excel sheet
 203

SECTION VII. SAMPLE FORMS

Notes to Bidders on working with the Sample Forms

The Purchaser has prepared the forms in this section of the Bidding Documents to suit
the specific requirements of the System being procured. They are derived from the forms
contained in the World Bank’s Standard Bidding Documents for the Supply and Installation
of Information Systems. In its bid, the Bidder must use these forms (or forms that present in
the same sequence substantially the same information). Bidders should not introduce
changes without the Purchaser’s prior written consent (which may also require the clearance
of the World Bank). If the Bidder has a question regarding the meaning or appropriateness of
the contents or format of the forms and/or the instructions contained in them, these questions
should be brought to the Purchaser’s attention as soon as possible during the bid clarification
process, either at the pre-bid meeting or by addressing them to the Purchaser in writing
pursuant to ITB Clause 10.
The Purchaser has tried to provide explanatory text and instructions to help the
Bidder prepare the forms accurately and completely. The instructions that appear directly on
the forms themselves are indicated by use of typographical aides such as italicized text within
square brackets as is shown in the following example taken from the Bid Submission Form:
Duly authorized to sign this bid for and on behalf of [ insert: name of Bidder ]
In preparing its bid, the Bidder must ensure all such information is provided and that
the typographical aides are removed.
The sample forms provide a standard set of documents that support the procurement
process as it moves forward from the stage of bidding, through Contract formation and onto
Contract performance. The first set of forms must be completed and submitted as part of the
bid prior to the deadline for bid submission. These include: (i) the Bid Submission Form; (ii)
the Price Schedules; (iii) the Manufacturer’s Authorizations and key Subcontractor
agreements; (iv) the List of Proposed Subcontractors; (v) the form(s) for securing the bid (if
and as required); and other forms as found in sub-sections 1 through 4 of this Section VII of
the Bidding Documents.
 Bid Submission Form: In addition to being the place where official confirmation of
the bid price, the currency breakdown, the completion date(s), and other important
Contract details are expressed, the Bid Submission Form is also used by the Bidder to
confirm - in case adjudication applies in this Contract - its acceptance of the
Purchaser’s proposed Adjudicator, or to propose an alternative. If the bid is being
submitted on behalf of a Joint Venture, it is essential that the Bid Submission Form be
signed by the partner in charge and that it be supported by the authorizations and
power of attorney required pursuant to ITB Clause 6.2. Given widespread concern
about illegal use of licensed software, Bidders will be asked to certify in the Bid
Submission Form that either the Software included in the bid was developed and is
owned by the Bidder, or, if not, the Software is covered by valid licenses with the
proprietor of the Software.
 204

 Price Schedules: The prices quoted in the Price Schedules should constitute full and
fair compensation for supply, installation, and achieving Operational Acceptance of
the System as described in the Technical Requirements based on the Implementation
Schedule, and the terms and conditions of the proposed Contract as set forth in the
Bidding Documents. Prices should be given for each line item provided in the
Schedules, with costs carefully aggregated first at the Subsystem level and then for
the entire System. If the Price Schedules provide only a summary breakdown of
items and components, or do not cover some items unique to the Bidder’s specific
technical solution, the Bidder may extend the Schedules to capture those items or
components. If supporting price and cost tables are needed for a full understanding of
the bid, they should be included.
Arithmetical errors should be avoided. If they occur, the Purchaser will correct them
according to ITB Clause 26.2 (ITB Clause 38.2 in the two-stage SBD) without
consulting the Bidder. Major omissions, inconsistencies, or lack of substantiating
detail can lead to rejection of a bid for commercial non-responsiveness. Presenting
prices according to the breakdown prescribed in the Price Schedules is also essential
for another reason. If a bid does not separate prices in the prescribed way, and, as a
result, the Purchaser cannot apply the domestic preference provision described in ITB
Clause 29 (ITB Clause 41 in the two-stage SBD), if they are applicable in this
bidding, the Bidder will lose the benefit of the preference. Once bids are opened,
none of these problems can be rectified. At that stage, Bidders are not permitted to
change their bid prices to overcome errors or omissions.
 Manufacturer’s Authorizations and written agreements by key Subcontractors: In
accordance with ITB Clauses 6.1 (b) and (c), a Bidder may be required to submit, as
part of its bid, Manufacturer’s Authorizations in the format provided in the Bidding
Documents, and agreements by Subcontractors proposed for key services, for all
items specified in the Bid Data Sheet. There is no particular format (or sample form)
for Subcontractor agreements.
 List of Proposed Subcontractors: In accordance with ITB Clause 6.3, a Bidder must
submit, as part of its bid, a list of proposed subcontracts for major items of
Technologies, Goods, and/or Services. The list should also include the names and
places of registration of the Subcontractors proposed for each item and a summary of
their qualifications.
 List of Software and Materials: In accordance with ITB Clause 13.1 (e) (vi) (ITB
Clauses 13.1 (c) (vi) and 25.1 (e) (vi) in the two-stage SBD), Bidders must submit, as
part of their bids, lists of all the Software included in the bid assigned to one of the
following categories: (A) System, General-Purpose, or Application Software; or
(B) Standard or Custom Software. Bidders must also submit a list of all Custom
Materials. If provided for in the Bid Data Sheet, the Purchaser may reserve the right
to reassign certain key Software to a different category.
 Qualification information forms: In accordance with ITB Clause 6, the Purchaser
will determine whether the Bidder is qualified to undertake the Contract. This entails
financial, technical as well as performance history criteria which are specified in the
BDS for ITB Clause 6. The Bidder must provide the necessary information for the
Section VII. Sample Forms 205

Purchaser to make this assessment through the forms in this sub-section. The forms
contain additional detailed instructions which the Bidder must follow.
 Securing the bid: If the BDS for ITB Clause 17 (ITB Clause 29 in the two-stage
SBD) requires that bids be secured, the Bidder shall do so in accordance with the type
and details specified in the same ITB/BDS Clause, either using the form(s) included
in these Sample Forms or using another form acceptable to the Purchaser. If a Bidder
wishes to use an alternative form, it should ensure that the revised format provides
substantially the same protection as the standard format; failing that, the Bidder runs
the risk of rejection for commercial non-responsiveness.
Bidders need not provide the Performance Security and Advance Payment Security
with their bids. Only the Bidder selected for award by the Purchaser will be required to
provide these securities.
The following forms are to be completed and submitted by the successful Bidder
following notification of award: (i) Contract Agreement, with all Appendices;
(ii) Performance Security; and (iii) Advance Payment Security.
 Contract Agreement: In addition to specifying the parties and the Contract Price, the
Contract Agreement is where the: (i) Supplier Representative; (ii) if applicable,
agreed Adjudicator and his/her compensation; and (iii) the List of Approved
Subcontractors are specified. In addition, modifications to the successful Bidder’s
Bid Price Schedules are attached to the Agreement. These contain corrections and
adjustments to the Supplier’s bid prices to correct errors, adjust the Contract Price to
reflect – if applicable - any extensions to bid validity beyond the last day of original
bid validity plus 56 days, etc.
 Performance Security: Pursuant to GCC Clause 13.3, the successful Bidder is
required to provide the Performance Security in the form contained in this section of
these Bidding Documents and in the amount specified in accordance with the SCC.
 Advance Payment Security: Pursuant to GCC Clause 13.2, the successful Bidder is
required to provide a bank guarantee for the full amount of the Advance Payment - if
an Advance Payment is specified in the SCC for GCC 12.1 - in the form contained in
this section of these Bidding Documents or another form acceptable to the Purchaser.
If a Bidder wishes to propose a different Advance Payment Security form, it should
submit a copy to the Purchaser promptly for review and confirmation of acceptability
before the bid submission deadline.
The Purchaser and Supplier will use the following additional forms during Contract
implementation to formalize or certify important Contract events: (i) the Installation and
Operational Acceptance Certificates; and (ii) the various Change Order forms. These and the
procedures for their use during performance of the Contract are included in the Bidding
Documents for the information of Bidders.
206 Section VII. Sample Forms

Table of Sample Forms

1. Bid Submission Form (Single-Stage Bidding) 208
2. Price Schedule Forms 212
2.1 Preamble 213
2.2 Grand Summary Cost Table 215
2.3 Supply and Installation Cost Summary Table 216
2.4 Recurrent Cost Summary Table 220
2.5 Supply and Installation Cost Sub-Table [ insert: identifying number ] 222
2.6 Recurrent Cost Sub-Table [ insert: identifying number ] 228
2.7 Country of Origin Code Table 231
3. Other Bid Forms and Lists 232
3.1 Manufacturer’s Authorization 233
3.2 List of Proposed Subcontractors 234
3.3 Software List 235
3.4 List of Custom Materials 236
3.5.1 General Information Form 237
3.5.2 General Information Systems Experience Record 238
3.5.2a Joint Venture Summary 239
3.5.3 Particular Information Systems Experience Record 240
3.5.3a Details of Contracts of Similar Nature and Complexity 241
3.5.4 Summary Sheet: Current Contract Commitments / Work in Progress 242
3.5.5 Financial Capabilities 243
3.5.6 Personnel Capabilities 245
3.5.6a Candidate Summary 246
3.5.7 Technical Capabilities 247
3.5.8 Litigation History 248
4. Bid-Securing Declaration 249
4A. Bid Security (Bank Guarantee) 251
4B. Bid Security (Bid Bond) 253
5. Contract Agreement 254
Appendix 1. Supplier’s Representative 258
Appendix 2. Adjudicator 259
Appendix 3. List of Approved Subcontractors 260
Appendix 4. Categories of Software 261
Appendix 5. Custom Materials 262
Appendix 6. Revised Price Schedules 263
Appendix 7. Minutes of Contract Finalization Discussions and Agreed-to Contract
Amendments 264
6. Performance and Advance Payment Security Forms 265
Section VII. Sample Forms 207

6.1 Performance Security Form (Bank Guarantee) 266

6.2 Advance Payment Security Form (Bank Guarantee) 267
7. Installation and Acceptance Certificates 268
7.1 Installation Certificate 269
7.2 Operational Acceptance Certificate 270
8. Change Order Procedures and Forms 271
8.1 Request for Change Proposal Form 272
8.2 Change Estimate Proposal Form 274
8.3 Estimate Acceptance Form 276
8.4 Change Proposal Form 278
8.5 Change Order Form 280
8.6 Application for Change Proposal Form 282
208 Section VII. Sample Forms

1. BID SUBMISSION FORM (SINGLE-STAGE BIDDING)

Date: [ Bidder insert: date of bid ]

Loan/Credit No.: [ Purchaser insert: number ]
IFB: [ Purchaser insert: IFB title and number ]
Contract: [ Purchaser insert: name of Contract ]

To: [ Purchaser insert: name and address of Purchaser ]

Dear Sir or Madam:

Having examined the Bidding Documents, including Addenda Nos. [ insert
numbers ], the receipt of which is hereby acknowledged, we, the undersigned, offer to
supply, install, achieve Operational Acceptance of, and support the Information System under
the above-named Contract in full conformity with the said Bidding Documents for the sum
of:
[ insert: amount of local ([ insert: amount of local currency
currency in words ] in figures from corresponding Grand
Total entry of the Grand Summary
Cost Table ])
plus [ insert: amount of foreign ([ insert: amount of foreign
currency A in words ] currency A in figures from
corresponding Grand Total entry of
the Grand Summary Cost Table ])
[ as appropriate, add the following ]
plus [ insert: amount of foreign ([ insert: amount of foreign
currency B in words ] currency B in figures from
corresponding Grand Total entry of
the Grand Summary Cost Table ])
plus [ insert: amount of foreign ([ insert: amount of foreign
currency C in words ] currency C in figures from
corresponding Grand Total entry of
the Grand Summary Cost Table ])

or such other sums as may be determined in accordance with the terms and conditions of the
Contract. The above amounts are in accordance with the Price Schedules attached herewith
and made part of this bid.
Section VII. Sample Forms 209

We undertake, if our bid is accepted, to commence work on the Information System

and to achieve Installation and Operational Acceptance within the respective times stated in
the Bidding Documents.
If our bid is accepted, and if these Bidding Documents so require, we undertake to
provide an advance payment security and a performance security in the form, in the amounts,
and within the times specified in the Bidding Documents.
[ As appropriate, include or delete the following paragraph ]
“We accept the appointment of [ Purchaser insert: name of proposed Adjudicator
from the Bid Data Sheet ] as the Adjudicator.”
[ and delete the following paragraph, or, as appropriate, delete the above
and include the following, or, if no Adjudicator is stated in the Bid Data
Sheet, delete both the above and the following ]
“We do not accept the appointment of [ Purchaser insert: name of proposed
Adjudicator from the Bid Data Sheet ] as the Adjudicator, and we propose instead that
[ insert: name ] be appointed as Adjudicator, whose résumé and hourly fees are attached.”
We hereby certify that the Software offered in this bid and to be supplied under the
Contract (i) either is owned by us, or (ii) if not owned by us, is covered by a valid license
from the proprietor of the Software.
We agree to abide by this bid, which, in accordance with ITB Clauses 13 and 16,
consists of this letter (Bid Submission Form) and the enclosures listed below, for a period of
[ Purchaser insert: number from Bid Data Sheet ] days from the date fixed for submission
of bids as stipulated in the Bidding Documents, and it shall remain binding upon us and may
be accepted by you at any time before the expiration of that period.
Commissions or gratuities, if any, paid or to be paid by us to agents relating to this
Bid, and to Contract execution if we are awarded the Contract, are listed below:

Name and Address Amount and Purpose of

of Agent Currency Commission or
Gratuity

Etc. [if none, state: “none”]

Until the formal final Contract is prepared and executed between us, this bid, together
with your written acceptance of the bid and your notification of award, shall constitute a
binding contract between us. We understand that you are not bound to accept the lowest or
any bid you may receive.

Dated this [ insert: ordinal ] day of [ insert: month ], [ insert: year ].

210 Section VII. Sample Forms

Signed:
Date:

In the capacity of [ insert: title or position ]

Duly authorized to sign this bid for and on behalf of [ insert: name of Bidder ]

ENCLOSURES:
Price Schedules
Bid-Securing Declaration or Bid-Security (if and as required)
Signature Authorization [plus, in the case of a Joint Venture Bidder, list all other
authorizations pursuant to ITB Clause 6.2]
Attachment 1. Bidder’s Eligibility
Attachment 2. Bidder’s Qualifications (including Manufacturer’s Authorizations and
Subcontractor agreements if and as required)
Attachment 3. Eligibility of Goods and Services
Attachment 4. Conformity of the Information System to the Bidding Documents
Attachment 5. Proposed Subcontractors
Attachment 6. Intellectual Property (Software and Materials Lists)
[if appropriate, specify further attachments or other enclosures]
Section VII. Sample Forms 211

Bid Table of Contents and Checklist

Note: Bidders should expand and (if appropriate) modify and complete the following
table. The purpose of the table is to provide the Bidder with a summary checklist of items
that must be included in the bid as described in ITB Clauses 13.1 and 16, in order for the bid
to be considered for Contract award. The table also provides a summary page reference
scheme to ease and speed the Purchaser’s bid evaluation process.

Item present: y/n page no.

Bid Submission Form......................................................

Price Schedules................................................................

Bid-Securing Declaration / Bid-Security (if and as

required)...........................................................................

Signature Authorization (for Joint Ventures additionally

including the authorizations listed in ITB Clause 6.2)....

Attachment 1....................................................................

Attachment 2....................................................................

Manufacturer’s Authorizations..................................
Subcontractor agreements..........................................

Attachment 3....................................................................

Attachment 4....................................................................

Attachment 5....................................................................

Attachment 6....................................................................

..........................................................................................
212 Section VII. Sample Forms

2. PRICE SCHEDULE FORMS

Note: in information systems procurement, the Contract Price (and payment schedule)
should be linked as much as possible to achievement of operational capabilities, not just to
the physical delivery of technology.
Section VII. Sample Forms 213

2.1 Preamble

Note: Purchasers should highlight any special requirements of the System and Contract in a
Preamble to the Price Schedules. The following is an example of one such preamble.

General
1. The Price Schedules are divided into separate Schedules as follows:
2.2 Grand Summary Cost Table
2.3 Supply and Installation Cost Summary Table
2.4 Recurrent Cost Summary Table
2.5 Supply and Installation Cost Sub-Table(s)
2.6 Recurrent Cost Sub-Tables(s)
2.7 Country of Origin Code Table
[ insert: any other Schedules as appropriate ]
2. The Schedules do not generally give a full description of the information technologies
to be supplied, installed, and operationally accepted, or the Services to be performed
under each item. However, it is assumed that Bidders shall have read the Technical
Requirements and other sections of these Bidding Documents to ascertain the full scope
of the requirements associated with each item prior to filling in the rates and prices.
The quoted rates and prices shall be deemed to cover the full scope of these Technical
Requirements, as well as overhead and profit.
3. If Bidders are unclear or uncertain as to the scope of any item, they shall seek
clarification in accordance with the Instructions to Bidders in the Bidding Documents
prior to submitting their bid.
Pricing
4. Prices shall be filled in indelible ink, and any alterations necessary due to errors, etc.,
shall be initialed by the Bidder. As specified in the Bid Data Sheet, prices shall be fixed
and firm for the duration of the Contract.
5. Bid prices shall be quoted in the manner indicated and in the currencies specified in
ITB Clauses 14 and 15 (ITB Clauses 27 and 28 in the two-stage SBD). Prices must
correspond to items of the scope and quality defined in the Technical Requirements or
elsewhere in these Bidding Documents.
6. The Bidder must exercise great care in preparing its calculations, since there is no
opportunity to correct errors once the deadline for submission of bids has passed. A
single error in specifying a unit price can therefore change a Bidder’s overall total bid
price substantially, make the bid noncompetitive, or subject the Bidder to possible loss.
214 Section VII. Sample Forms

The Purchaser will correct any arithmetic error in accordance with the provisions of
ITB Clause 26.2 (ITB Clause 38.2 in the two-stage SBD).
7. Payments will be made to the Supplier in the currency or currencies indicated under
each respective item. As specified in ITB Clause 15.1 (ITB Clause 28.1 in the two-
stage SBD), no more than three foreign currencies may be used. The price of an item
should be unique regardless of installation site.
Section VII. Sample Forms 215

2.2 Grand Summary Cost Table

[ insert: Local [ insert: [ insert: [ insert: Foreign
Currency ] Foreign Foreign Currency C ]
Price Currency A ] Currency B ] Price
Price Price

1. Supply and Installation Costs (from

Supply and Installation Cost
Summary Table)

2. Recurrent Costs (from Recurrent Cost

Summary Table)

3. Grand Totals (to Bid Submission

Form)

Name of Bidder:

Authorized Signature of Bidder:

216 Section VII. Sample Forms

2.3 Supply and Installation Cost Summary Table

System or Subsystem number: [ if a multi-lot procurement, insert: Subsystem number; otherwise state “entire System
procurement” ] [ as necessary for supply, installation, and achieving Operational Acceptance of the System, specify items in the
Table below, modifying, deleting, or expanding the sample line items and sample table entries as needed. ]
Costs MUST reflect prices and rates quoted in accordance with ITB Clauses 14 and 15 (ITB Clauses 27 and 28 in the two-stage
SBD).

Supply & Installation Prices

Locally Items supplied from outside the Purchaser’s
supplied Country
items

Line Supply [ insert: [ insert: [ insert: [ insert: [ insert:

Item and Local Local Foreign Foreign Foreign
No. Subsystem / Item Installatio Currency ] Currency ] Currency Currency Currency
n Price Price A] Price B] Price C] Price
Cost Sub-
Table No.

0 Project Plan -- -- -- -- -- --

1 Headquarters Subsystem 1

1.1 Hardware, LAN & General- 1

Purpose Software

1.2 Database System 1

Section VII. Sample Forms 217

Supply & Installation Prices

Locally Items supplied from outside the Purchaser’s
supplied Country
items

Line Supply [ insert: [ insert: [ insert: [ insert: [ insert:

Item and Local Local Foreign Foreign Foreign
No. Subsystem / Item Installatio Currency ] Currency ] Currency Currency Currency
n Price Price A] Price B] Price C] Price
Cost Sub-
Table No.

1.3 Training 1

2 Region 1 Branch Offices Subsystems 2

2.1 Hardware, LAN & General- 2

Purpose Software

2.2 Training 2

j Region J Branch Offices Subsystems j

j.1 Hardware, LAN & General- “

Purpose Software

j.2 Subsystem Design and

Programming Services

j.3 Training “

:
218 Section VII. Sample Forms

Supply & Installation Prices

Locally Items supplied from outside the Purchaser’s
supplied Country
items

Line Supply [ insert: [ insert: [ insert: [ insert: [ insert:

Item and Local Local Foreign Foreign Foreign
No. Subsystem / Item Installatio Currency ] Currency ] Currency Currency Currency
n Price Price A] Price B] Price C] Price
Cost Sub-
Table No.

k WAN and integrated database access k

Subsystems

k.1 WAN “

k.2 Database Access Software “

k.3 Training “

m Data Conversion Service m

SUBTOTALS

TOTAL (To Grand Summary Table)

Note: - - indicates not applicable. “ indicates repetition of table entry above. Refer to the relevant Supply and Installation Cost
Sub-Table for the specific components that constitute each Subsystem or line item in this summary table
Section VII. Sample Forms 219

2.4 Recurrent Cost Summary Table

System or Subsystem number: [ if a multi-lot procurement, insert: Subsystem number, otherwise state “entire System
procurement” ] [ as necessary for the operation of the System, specify items in the Table below, modifying the sample line items and
sample table entries as needed. ]
Costs MUST reflect prices and rates quoted in accordance with ITB Clauses 14 and 15 (ITB Clauses 27 and 28 in the two-stage SBD).

[ insert: [ insert: [ insert: [ insert:

Line Recurren Local Foreign Foreign Foreign
Item t Currency Currency Currency Currency
No. Subsystem / Item Cost ] A] B] C]
Sub- Price Price Price Price
Table
No.

z Recurrent Cost Items

z.1 Headquarters Recurrent n.1

Cost Items

z.2 Region 1 Recurrent Cost n.2

Items

Subtotals (to Grand Summary Table)

Note: Refer to the relevant Recurrent Cost Sub-Tables for the specific components that constitute the Subsystem or line item in
this summary table.
220 Section VII. Sample Forms

Name of Bidder:

Authorized Signature of Bidder:

 Section VII. Sample Forms 221

2.5 Supply and Installation Cost Sub-Table [ insert: identifying number ]

System or Subsystem number: [ if a multi-lot procurement, insert: Subsystem number; otherwise state “entire System
procurement” ]
Line item number: [ specify: relevant line item number from the Supply and Installation Cost Summary Table (e.g., 1.1) ]
[ as necessary for supply, installation, and achieving Operational Acceptance of the System, specify: the detailed components and
quantities in the Sub-Table below for the line item specified above, modifying the sample components and sample table entries as
needed. Repeat the Sub-Table as needed to cover each and every line item in the Supply and Installation Cost Summary Table that
requires elaboration. ]
Prices, rates, and subtotals MUST be quoted in accordance with ITB Clauses 14 and 15 (ITB Clauses 27 and 28 in the two-stage
SBD). Unit prices for the same item appearing several times in the table must be identical in amount and currency.

Unit Prices / Rates Total Prices

Supplied Supplied from outside the Supplied Supplied from outside the Purchaser’s
Locally Purchaser’s Country Locally Country
Comp Component Countr Quan- [ insert: [ insert: [ insert: [ insert [ insert: [ insert: [ insert: [ insert: [ insert: [ insert:
onent Description y of tity local foreign foreign foreign local local foreign foreign foreign
local
No. Origin currenc currenc currenc currency currency currency
currency currency currency currency
Code ] yA] yB] yC] ] ] A] B] C]
]

1.1 Hardware – -- -- -- -- -- -- --
Finance
Department
 222 Section VII. Sample Forms

Unit Prices / Rates Total Prices

Supplied Supplied from outside the Supplied Supplied from outside the Purchaser’s
Locally Purchaser’s Country Locally Country
Comp Component Countr Quan- [ insert: [ insert: [ insert: [ insert [ insert: [ insert: [ insert: [ insert: [ insert: [ insert:
onent Description y of tity local foreign foreign foreign local local foreign foreign foreign
local
No. Origin currency currency currenc currenc currenc currency currency currency currency currency
Code ] yA] yB] yC] ] ] A] B] C]
]

1.1.1 Supply of
Advanced 4
workstation
s

1.1.2 Standard
Workstatio 12
ns

1.1.3 High-speed
Laser 1
Printer

1.1.4 Standard-
speed Laser 3
Printer

1.1.5 Continuous
-feed 3
Printer
 Section VII. Sample Forms 223

Unit Prices / Rates Total Prices

Supplied Supplied from outside the Supplied Supplied from outside the Purchaser’s
Locally Purchaser’s Country Locally Country
Comp Component Countr Quan- [ insert: [ insert: [ insert: [ insert [ insert: [ insert: [ insert: [ insert: [ insert: [ insert:
onent Description y of tity local foreign foreign foreign local local foreign foreign foreign
local
No. Origin currency currency currenc currenc currenc currency currency currency currency currency
Code ] yA] yB] yC] ] ] A] B] C]
]

1.1.6 Design and

Programmi
ng Services
related to
Financial
Report

:1.1.7 Local
transport
and
insurance

2. LAN -- -- -- -- -- --
-Headquart
ers

2.1 Supply of -- -- -- -- -- --
Wiring
Closet
Hardware

2.1.1 Hubs 7
 224 Section VII. Sample Forms

Unit Prices / Rates Total Prices

Supplied Supplied from outside the Supplied Supplied from outside the Purchaser’s
Locally Purchaser’s Country Locally Country
Comp Component Countr Quan- [ insert: [ insert: [ insert: [ insert [ insert: [ insert: [ insert: [ insert: [ insert: [ insert:
onent Description y of tity local foreign foreign foreign local local foreign foreign foreign
local
No. Origin currency currency currenc currenc currenc currency currency currency currency currency
Code ] yA] yB] yC] ] ] A] B] C]
]

2.1.2 Punch- 7
down panel

2.1.3 Uninterrupt 7
ed Power
Supply
(small)

2.1.4 Lockable 7
Equipment
Rack
:
2.2 In-Building -- -- -- -- -- --
Wiring

2.2.1 Server -- -- -- -- -- --
Room
 Section VII. Sample Forms 225

Unit Prices / Rates Total Prices

Supplied Supplied from outside the Supplied Supplied from outside the Purchaser’s
Locally Purchaser’s Country Locally Country
Comp Component Countr Quan- [ insert: [ insert: [ insert: [ insert [ insert: [ insert: [ insert: [ insert: [ insert: [ insert:
onent Description y of tity local foreign foreign foreign local local foreign foreign foreign
local
No. Origin currency currency currenc currenc currenc currency currency currency currency currency
Code ] yA] yB] yC] ] ] A] B] C]
]

2.2.1.1 Dedicated
Telephone
Lines (data) 2
nodes

2.2.2 Backbone 28
and Risers nodes
(Fiber
optic)

2.2.3 Department -- -- -- -- -- --
al Wiring

Finance 40
2.2.3.1 Department nodes

2.3 In-Building -- -- -- -- -- --
Wiring
(Goods)
 226 Section VII. Sample Forms

Unit Prices / Rates Total Prices

Supplied Supplied from outside the Supplied Supplied from outside the Purchaser’s
Locally Purchaser’s Country Locally Country
Comp Component Countr Quan- [ insert: [ insert: [ insert: [ insert [ insert: [ insert: [ insert: [ insert: [ insert: [ insert:
onent Description y of tity local foreign foreign foreign local local foreign foreign foreign
local
No. Origin currency currency currenc currenc currenc currency currency currency currency currency
Code ] yA] yB] yC] ] ] A] B] C]
]

2.4 Local
transport
and
insurance
for Region
1 sites

3. Supply of -- -- -- -- -- -- --
General-
Purpose
Software

Subtotals (to [ insert: line item ] of Supply and Installation Cost Summary Table)

Note: - - indicates not applicable.

Name of Bidder:

Authorized Signature of Bidder:

Section VII. Sample Forms 227

2.6 Recurrent Cost Sub-Table [ insert: identifying number ]

Lot number: [ if a multi-lot procurement, insert: lot number, otherwise state “single lot procurement” ]
Line item number: [ specify: relevant line item number from the Recurrent Cost Summary Table (e.g., z.1) ]
Currency: [ specify: the currency of the Recurrent Costs in which the costs expressed in this Sub-Table are expressed ]
[ as necessary for operation of the System, specify: the detailed components and quantities in the Sub-Table below for the line item
specified above, modifying the sample components and sample table entries as needed. Repeat the Sub-Table as needed to cover
each and every line item in the Recurrent Cost Summary Table that requires elaboration. ]
Costs MUST reflect prices and rates quoted in accordance with ITB Clauses 14 and 15 (ITB Clauses 27 and 28 in the two-stage SBD).
Unit prices for the same item appearing several times in the table must be identical in amount and currency.

Maximum all-inclusive costs (for costs in [ insert: currency ])

Compone Sub-total for

nt Component Y1 Y2 Y3 Y4 ... Yn [ insert: currency ]
No.

1. Hardware Maintenance Incl. in Incl. in Incl. in

Warrant Warrant Warranty
y y

2. Software Licenses & Incl. in

Updates Warrant
y

2.1 System and General- Incl. in

Purpose Software Warrant
y
228 Section VII. Sample Forms

Maximum all-inclusive costs (for costs in [ insert: currency ])

Compone Sub-total for

nt Component Y1 Y2 Y3 Y4 ... Yn [ insert: currency ]
No.

2.2 Application, Standard Incl. in

and Custom Software Warrant
y

3. Technical Services

3.1 Sr. Systems Analyst

3.2 Sr. Programmer

3.3 Sr. Network Specialist,

….. etc.

4. Telecommunications costs
[to be detailed]

5. [Identify other recurrent

costs as may apply]

Annual Subtotals: --

Cumulative Subtotal (to [ insert: currency ] entry for [ insert: line item ] in the Recurrent Cost Summary
Table)

Name of Bidder:
Section VII. Sample Forms 229

Authorized Signature of Bidder:

230 Section VII. Sample Forms

2.7 Country of Origin Code Table

Country of Origin Country Country of Origin Country Country of Origin Country
Code Code Code
Section VII. Sample Forms 231

3. OTHER BID FORMS AND LISTS

232 Section VII. Sample Forms

3.1 Manufacturer’s Authorization

Invitation for Bids Title and No.:

[If applicable:] Lot, Slice, Subsystem No(s).:

To: ________________________________

WHEREAS _______________________________________ who are official producers of

_______________________________________________ and having production facilities at
__________________________________________________________ do hereby authorize
__________________________________________________________________ located at
_____________________________________________________ (hereinafter, the “Bidder”)
to submit a bid and subsequently negotiate and sign a Contract with you for resale of the
following Products produced by us:

We hereby confirm that, in case the bidding results in a Contract between you and the Bidder,
the above-listed products will come with our full standard warranty.

Name In the capacity of

Signed

Duly authorized to sign the authorization for and on behalf of : ________________________

Dated on _______________________________ day of ______________________, ______.

Note: This authorization should be written on the letterhead of the Manufacturer and be
signed by a person with the proper authority to sign documents that are binding on the
Manufacturer.
Section VII. Sample Forms 233

3.2 List of Proposed Subcontractors

Item Proposed Subcontractor Place of Registration &

Qualifications
234 Section VII. Sample Forms

3.3 Software List

(select one per item) (select one per item)

General-
System Purpose Applicatio Standard Custom
Software Item Software Software n Software Software Software
Section VII. Sample Forms 235

3.4 List of Custom Materials

Custom Materials
236 Section VII. Sample Forms

3.5.1 General Information Form

All individual firms and each partner of a Joint Venture that are bidding must complete the
information in this form. Nationality information should be provided for all owners or
Bidders that are partnerships or individually owned firms.
Where the Bidder proposes to use named Subcontractors for highly specialized components
of the Information System, the following information should also be supplied for the
Subcontractor(s), together with the information in Forms 3.5.2, 3.5.3, 3.5.3a, 3.5.4, and 3.5.5.
Joint Ventures must also fill out Form 3.5.2a.

1. Name of firm
2. Head office address
3. Telephone Contact
4. Fax Telex
5. Place of incorporation / registration Year of incorporation / registration

Nationality of owners¹
Name Nationality
1.
2.
3.
4.
5.
¹/ To be completed by all owners of partnerships or individually owned firms.
Section VII. Sample Forms 237

3.5.2 General Information Systems Experience Record

Name of Bidder or partner of a Joint Venture

All individual firms and all partners of a Joint Venture must complete the information in this
form with regard to the management of Information Systems contracts generally. The
information supplied should be the annual turnover of the Bidder (or each member of a Joint
Venture), in terms of the amounts billed to clients for each year for work in progress or
completed, converted to U.S. dollars at the rate of exchange at the end of the period reported.
The annual periods should be calendar years, with partial accounting for the year up to the
date of submission of applications. This form may be included for Subcontractors only if the
Bid Data Sheet for ITB Clause 6.1 (a) explicitly permits experience and resources of (certain)
Subcontractors to contribute to the Bidder’s qualifications.
A brief note on each contract should be appended, describing the nature of the Information
System, duration and amount of contract, managerial arrangements, purchaser, and other
relevant details.
Use a separate page for each partner of a Joint Venture, and number these pages.
Bidders should not enclose testimonials, certificates, and publicity material with their
applications; they will not be taken into account in the evaluation of qualifications.
Annual turnover data (applicable activities only)
Year¹ Turnover US$ equivalent
1.
2.

3.
4.
5.

¹/ Commencing with the partial year up to the date of submission of bids

238 Section VII. Sample Forms

3.5.2a Joint Venture Summary

Names of all partners of a Joint Venture
1. Partner in charge
2. Partner
3. Partner
4. Partner
5. Partner
6. etc.

Total value of annual turnover, in terms of Information System billed to clients, in US$
equivalent, converted at the rate of exchange at the end of the period reported:

Annual turnover data (applicable activities only; US$ equivalent)

Partner Form Year 1 Year 2 Year 3 Year 4 Year 5
3.5.2
page no.
1. Partner
in charge
2. Partner
3. Partner
4. Partner
5. Partner
6. Etc.
Totals
Section VII. Sample Forms 239

3.5.3 Particular Information Systems Experience

Record
Name of Bidder or partner of a Joint Venture

On separate pages, using the format of Form 3.5.3a, the Bidder is requested to list contracts
of a similar nature, complexity, and requiring similar information technology and
methodologies to the contract or contracts for which these Bidding Documents are issued,
and which the Bidder has undertaken during the period, and of the number, specified in the
BDS for ITB Clause 6.1 (a). Each partner of a Joint Venture should separately provide
details of its own relevant contracts. The contract value should be based on the payment
currencies of the contracts converted into U.S. dollars, at the date of substantial completion,
or for ongoing contracts at the time of award.
240 Section VII. Sample Forms

3.5.3a Details of Contracts of Similar Nature and

Complexity
Name of Bidder or partner of a Joint Venture

Use a separate sheet for each contract.

1. Number of contract
Name of contract
Country
2. Name of Purchaser
3. Purchaser address
4. Nature of Information Systems and special features relevant to the contract for which
the Bidding Documents are issued
5. Contract role (check one)
Prime Supplier  Management Contractor  Subcontractor  Partner in a
Joint Venture
6. Amount of the total contract/subcontract/partner share (in specified currencies at
completion, or at date of award for current contracts)
Currency Currency Currency

7. Equivalent amount US$

Total contract: $_______; Subcontract: $_______; Partner share: $_______;
8. Date of award/completion
9. Contract was completed _____ months ahead/behind original schedule (if behind,
provide explanation).
10. Contract was completed US$ _________ equivalent under/over original contract
amount (if over, provide explanation).
11. Special contractual/technical requirements.
12. Indicate the approximate percent of total contract value (and US$ amount) of
Information System undertaken by subcontract, if any, and the nature of such
Information System.
Section VII. Sample Forms 241

3.5.4 Summary Sheet: Current Contract

Commitments / Work in Progress
Name of Bidder or partner of a Joint Venture

Bidders and each partner to an Joint Venture bid should provide information on their current
commitments on all contracts that have been awarded, or for which a letter of intent or
acceptance has been received, or for contracts approaching completion, but for which an
unqualified, full completion certificate has yet to be issued.
Name of contract Purchaser, Value of Estimated Average monthly
contact outstanding completion date invoicing over
address/tel./fax Information last six months
System (current (US$/month)
US$ equivalent)
1.
2.
3.
4.
5.
etc.
242 Section VII. Sample Forms

3.5.5 Financial Capabilities

Name of Bidder or partner of a Joint Venture

Bidders, including each partner of a Joint Venture, shall provide financial information to
demonstrate that they meet the requirements stated in the BDS for ITB Clause 6.1 (a). Each
Bidder or partner of a Joint Venture shall complete this form. If necessary, separate sheets
shall be used to provide complete banker information. A copy of the audited balance sheets
shall be attached.
Autonomous subdivisions of parent conglomerate businesses shall submit financial
information related only to the particular activities of the subdivision.
Banker Name of banker
Address of banker

Telephone Contact name and title

Fax Telex
Summarize actual assets and liabilities in U.S. dollar equivalent (at the rates of exchange
current at the end of each year) for the previous five calendar years. Based upon known
commitments, summarize projected assets and liabilities in U.S. dollar equivalent for the next
two calendar years, unless the withholding of such information by stock market listed public
companies can be substantiated by the Bidder.
Financial Actual: Projected:
information in Previous five years Next two years
US$ equivalent
5 4 3 2 1 1 2
1. Total assets
2. Current assets
3. Total
liabilities
4. Current
liabilities
5. Profits before
taxes
6. Profits after
taxes
Section VII. Sample Forms 243

Specify proposed sources of financing, such as liquid assets, unencumbered real assets, lines
of credit, and other financial means, net of current commitments, available to meet the total
construction cash flow demands of the subject contract or contracts as indicated in the BDS
for ITB Clause 6.1 (a).

Source of financing Amount (US$

equivalent)
1.
2.
3.
4.

Attach audited financial statements—including, as a minimum, profit and loss account,

balance sheet, and explanatory notes—for the period stated in the BDS for ITB Clause 6.1 (a)
(for the individual Bidder or each partner of a Joint Venture).
If audits are not required by the laws of Bidders' countries of origin, partnerships and firms
owned by individuals may submit their balance sheets certified by a registered accountant,
and supported by copies of tax returns,
244 Section VII. Sample Forms

3.5.6 Personnel Capabilities

Name of Bidder

For specific positions essential to contract management and implementation (and/or those
specified in the Bidding Documents, if any), Bidders should provide the names of at least
two candidates qualified to meet the specified requirements stated for each position. The
data on their experience should be supplied on separate sheets using one Form 3.5.6a for
each candidate.
Bidders may propose alternative management and implementation arrangements requiring
different key personnel, whose experience records should be provided.

1. Title of position
Name of prime candidate
Name of alternate candidate
2. Title of position
Name of prime candidate
Name of alternate candidate
3. Title of position
Name of prime candidate
Name of alternate candidate
4. Title of position
Name of prime candidate
Name of alternate candidate
Section VII. Sample Forms 245

3.5.6a Candidate Summary

Name of Bidder

Position Candidate
 Prime  Alternate
Candidate Name of candidate Date of birth
information
Professional qualifications

Present Name of Employer

employment
Address of Employer

Telephone Contact (manager / personnel

officer)
Fax Telex
Job title of candidate Years with present Employer

Summarize professional experience over the last twenty years, in reverse chronological order.
Indicate particular technical and managerial experience relevant to the project.

From To Company/Project/ Position/Relevant technical and management

experience
246 Section VII. Sample Forms

3.5.7 Technical Capabilities

Name of Bidder

The Bidder shall provide adequate information to demonstrate clearly that it has the technical
capability to meet the requirements for the Information System. With this form, the Bidder
should summarize important certifications, proprietary methodologies, and/or specialized
technologies which the Bidder proposes to utilize in the execution of the Contract or
Contracts.
Section VII. Sample Forms 247

3.5.8 Litigation History

Name of Bidder or partner of a Joint Venture

Bidders, including each of the partners of a Joint Venture, shall provide information on any
history of litigation or arbitration resulting from contracts executed in the last five years or
currently under execution. A separate sheet should be used for each partner of a Joint
Venture.

Year Award FOR Name of client, cause of litigation, and matter Disputed amount
or AGAINST in dispute (current value,
Bidder US$ equivalent)
248 Section VII. Sample Forms

4. BID-SECURING DECLARATION

IFB: [insert: title and number of IFB]

To: [insert: name and address of Purchaser]

We, the undersigned, declare that:

We understand that, according to your conditions, bids must be supported by a Bid-Securing
Declaration.
We accept that we, and in the case of a Joint Venture all partners to it, will automatically be
suspended from being eligible for participating in bidding for any contract with you for the
period of time of [Purchaser insert: number of months or years], in case of, and starting
from the date of, breaching our obligation(s) under the bidding conditions due to:
(a) withdrawing our bid, or any part of our bid, during the period of bid validity specified
in the Bid Submission Form or any extension of the period of bid validity which we
subsequently agreed to; or
(b) having been notified of the acceptance of our bid by you during the period of bid
validity, (i) failing or refusing to execute the Contract Agreement, or (ii) failing or
refusing to furnish the performance security, if required, in accordance with the
Instructions to Bidders.
We understand this Bid-Securing Declaration shall expire if we are not the successful Bidder,
upon the earlier of (i) our receipt of your notification to us of the name of the successful
Bidder; or (ii) twenty-eight days after the expiration of the period of bid validity.
If the submission of alternative bids was permitted, and in case we did submit one or more
alternative bids, this Bid-Securing Declaration applies to these parts of our bid as well.
Signed: [insert: signature of person whose name and capacity are shown below]
Name: [insert: name of person signing the Bid-Securing Declaration], in the capacity of
[insert: legal capacity of person signing the Bid-Securing Declaration]
Duly authorized to sign the bid for and on behalf of: [insert: name of Bidder]
Dated on ____________ day of __________________, 20__
[add Corporate Seal (where appropriate)]
[Note to Bidders: Joint Ventures need to ensure that, their Bid-Securing Declaration meets
the requirements for Joint Ventures as stated in the ITB Clause on "Securing the Bid".]
Section VII. Sample Forms 249

4A. BID SECURITY (BANK GUARANTEE)

________________________________
[insert: Bank’s Name, and Address of Issuing Branch or Office]

Beneficiary: [insert: Name and Address of Purchaser]

Date: [insert: date]

BID GUARANTEE No.: [insert: Bid Guarantee Number]

We have been informed that [insert: name of the Bidder] (hereinafter called "the Bidder")
has submitted to you its bid dated [insert: bid date] (hereinafter called "the Bid") for the
execution of [insert: name of contract] under Invitation for Bids No. [insert: IFB number].
Furthermore, we understand that, according to your conditions, bids must be supported by a
bid guarantee, and that the bid guarantee automatically covers any alternative bids included
in the Bid, if the Bidder is permitted to offer alternatives and does so.
At the request of the Bidder, we [insert: name of Bank] hereby irrevocably undertake to pay
you any sum or sums not exceeding in total an amount of [insert: amount in figures]
([insert: amount in words]) upon receipt by us of your first demand in writing accompanied
by a written statement stating that the Bidder is in breach of its obligation(s) under the bid
conditions, because the Bidder:
(a) has withdrawn the Bid (or any parts of it) during the period of bid validity specified
by the Bidder in the Bid Submission Form or any extension of the period of bid
validity which the Bidder subsequently agreed to; or
(b) having been notified of the acceptance of the Bid by you during the period of bid
validity, (i) failed or refused to execute the Contract Agreement, or (ii) failed or
refused to furnish the performance security, if required, in accordance with the
Instructions to Bidders.
This guarantee will expire: (a) if the Bidder is the successful bidder, upon our receipt of
copies of the contract signed by the Bidder and the performance security issued to you upon
the instruction of the Bidder; or (b) if the Bidder is not the successful bidder, upon the earlier
of (i) our receipt of a copy of your notification to the Bidder of the name of the successful
bidder; or (ii) twenty-eight days after the expiration of the Bid's validity.
Consequently, any demand for payment under this guarantee must be received by us at the
office on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No.
458.
_____________________________
[Signature(s)]
250 Section VII. Sample Forms

[Note to Bidders: Instructions on amount and currency can be found in the ITB Clause and
BDS for "Securing the Bid." Joint Ventures need to also ensure that their Bank Guarantee
meets the requirements for Joint Ventures as provided in the same Clause.]
Section VII. Sample Forms 251

4B. BID SECURITY (BID BOND)

BOND NO.: ______________________
BY THIS BOND, [insert: name of Bidder] as Principal (hereinafter called “the Principal”),
and [insert: name, legal title, and address of surety], authorized to transact business in
[insert: name of Purchaser's country], as Surety (hereinafter called “the Surety”), are held
and firmly bound unto [insert name of Purchaser] as Obligee (hereinafter called “the
Purchaser”) in the sum of [insert amount of Bond in currency, figures and words], for the
payment of which sum, well and truly to be made, we, the said Principal and Surety, bind
ourselves, our successors and assigns, jointly and severally, firmly by these presents.
WHEREAS the Principal has submitted a written bid to the Purchaser dated the ___ day of
______, 20__, for the execution of [insert: name of contract] (hereinafter called "the Bid”).
If the Principal was permitted by the bidding conditions to submit alternative bid(s) and did
so, then these are deemed part of the Bid and thus covered by this Bond.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if the
Principal:
(a) withdraws the Bid (or any parts of it) during the period of the Bid's validity specified
in the Bid Submission Form, or any extension of the period of the Bid's validity the
Principal subsequently agreed to, notice of which to the Surety is hereby waived; or
(b) having been notified of the acceptance of the Bid by the Purchaser during the period
of the Bid's validity, (i) fails or refuses to execute the Contract Agreement, or (ii) fails
or refuses to furnish the performance security, if required, in accordance with the
Instructions to Bidders;
then the Surety undertakes to immediately pay to the Purchaser up to the above amount upon
receipt of the Purchaser's first written demand, without the Purchaser having to substantiate
its demand, provided that in its demand the Purchaser shall state that the demand arises from
the occurrence of any of the above events, specifying which event(s) has/have occurred.
The Surety hereby agrees that its obligation will remain in full force and effect up to and
including the date 28 days after the date of expiration of the Bid's validity.
IN TESTIMONY WHEREOF, the Principal and the Surety have caused these presents to be
executed in their respective names this ____ day of ____________ 20__.
Principal: _______________________ Surety: ______________________________
[add Corporate Seal(s) (where appropriate)]
_______________________________ ____________________________________
[Signature] [Signature]
_______________________________ ____________________________________
[state: printed name and title] [state: printed name and title]
[Note to Bidders: Instructions on amount and currency can be found in the ITB Clause and
BDS for "Securing the Bid." Joint Ventures need to also ensure that their Bid Bond meets the
requirements for Joint Ventures as provided in the same Clause.]
252 Section VII. Sample Forms

5. CONTRACT AGREEMENT

THIS CONTRACT AGREEMENT is made

the [ insert: ordinal ] day of [ insert: month ], [ insert: year ].

BETWEEN
(1) [ insert: Name of Purchaser ], a [ insert: description of type of legal entity,
for example, an agency of the Ministry of . . . ] of the Government of
[ insert: country of Purchaser ], or corporation incorporated under the laws
of [ insert: country of Purchaser ] and having its principal place of business
at [ insert: address of Purchaser ] (hereinafter called “the Purchaser”), and
(2) [ insert: name of Supplier], a corporation incorporated under the laws of
[ insert: country of Supplier] and having its principal place of business at
[ insert: address of Supplier ] (hereinafter called “the Supplier”).

WHEREAS the Purchaser desires to engage the Supplier to supply, install, achieve
Operational Acceptance of, and support the following Information System [ insert: brief
description of the Information System ] (“the System”), and the Supplier has agreed to such
engagement upon and subject to the terms and conditions appearing below in this Contract
Agreement.

NOW IT IS HEREBY AGREED as follows:

Article 1. 1.1 Contract Documents (Reference GCC Clause 1.1 (a) (ii))

Contract The following documents shall constitute the Contract between

Documents the Purchaser and the Supplier, and each shall be read and
construed as an integral part of the Contract:
(a) This Contract Agreement and the Appendices attached to
the Contract Agreement
(b) Special Conditions of Contract
(c) General Conditions of Contract
(d) Technical Requirements (including Implementation
Schedule)
(e) The Supplier’s bid and original Price Schedules
(f) [ Add here: any other documents ]
Section VII. Sample Forms 253

1.2 Order of Precedence (Reference GCC Clause 2)

In the event of any ambiguity or conflict between the Contract
Documents listed above, the order of precedence shall be the
order in which the Contract Documents are listed in Article 1.1
(Contract Documents) above, provided that Appendix 7 shall
prevail over all provisions of the Contract Agreement and the
other Appendices attached to the Contract Agreement and all the
other Contract Documents listed in Article 1.1 above.
1.3 Definitions (Reference GCC Clause 1)
Capitalized words and phrases used in this Contract Agreement
shall have the same meanings as are ascribed to them in the
General Conditions of Contract.
Article 2. 2.1 Contract Price (Reference GCC Clause 1.1(a)(viii) and GCC
Clause 11)
Contract Price The Purchaser hereby agrees to pay to the Supplier the Contract
and Terms of Price in consideration of the performance by the Supplier of its
Payment obligations under the Contract. The Contract Price shall be the
aggregate of: [ insert: amount of foreign currency A in
words ], [insert: amount in figures ], plus [ insert: amount of
foreign currency B in words ], [insert: amount in figures ],
plus [ insert: amount of foreign currency C in words ], [insert:
amount in figures ], [ insert: amount of local currency in
words ], [ insert: amount in figures ], as specified in the Grand
Summary Price Schedule.
The Contract Price shall be understood to reflect the terms and
conditions used in the specification of prices in the detailed price
schedules, including the terms and conditions of the associated
Incoterms, and the taxes, duties and related levies if and as
identified.
Article 3. 3.1 Effective Date (Reference GCC Clause 1.1 (e) (ix))
The time allowed for supply, installation, and achieving
Effective Date Operational Acceptance of the System shall be determined from
for the date when all of the following conditions have been fulfilled:
Determining
Time for (a) This Contract Agreement has been duly executed for and
Operational on behalf of the Purchaser and the Supplier;
Acceptance (b) The Supplier has submitted to the Purchaser the
performance security and the advance payment security, in
accordance with GCC Clause 13.2 and GCC Clause 13.3;
(c) The Purchaser has paid the Supplier the advance payment,
in accordance with GCC Clause 12;
254 Section VII. Sample Forms

(d) [ specify here: any other conditions, for example,

opening/confirmation of letter of credit ].
Each party shall use its best efforts to fulfill the above conditions
for which it is responsible as soon as practicable.
3.2 If the conditions listed under 3.1 are not fulfilled within two (2)
months from the date of this Contract Agreement because of
reasons not attributable to the Supplier, the parties shall discuss
and agree on an equitable adjustment to the Contract Price and
the Time for Achieving Operational Acceptance and/or other
relevant conditions of the Contract.
Article 4. 4.1 The Appendixes listed below shall be deemed to form an integral
part of this Contract Agreement.
Appendixes
4.2 Reference in the Contract to any Appendix shall mean the
Appendixes listed below and attached to this Contract
Agreement, and the Contract shall be read and construed
accordingly.

APPENDIXES
Appendix 1. Supplier’s Representative
Appendix 2. Adjudicator [if there is no Adjudicator, state “not applicable”]
Appendix 3. List of Approved Subcontractors
Appendix 4. Categories of Software
Appendix 5. Custom Materials
Appendix 6. Revised Price Schedules (if any)
Appendix 7. Minutes of Contract Finalization Discussions and Agreed-to Contract
Amendments
Section VII. Sample Forms 255

IN WITNESS WHEREOF the Purchaser and the Supplier have caused this Agreement to be
duly executed by their duly authorized representatives the day and year first above written.

For and on behalf of the Purchaser

Signed:
in the capacity of [ insert: title or other appropriate designation ]

in the presence of

For and on behalf of the Supplier

Signed:
in the capacity of [ insert: title or other appropriate designation ]

in the presence of

CONTRACT AGREEMENT
dated the [ insert: number ] day of [ insert: month ], [ insert: year ]
BETWEEN
[ insert: name of Purchaser ], “the Purchaser”
and
[ insert: name of Supplier ], “the Supplier”
256 Section VII. Sample Forms

Appendix 1. Supplier’s Representative

In accordance with GCC Clause 1.1 (b) (iv), the Supplier’s Representative is:

Name: [ insert: name and provide title and address further below, or state “to be
nominated within fourteen (14) days of the Effective Date” ]

Title: [ if appropriate, insert: title ]

In accordance with GCC Clause 4.3, the Supplier's addresses for notices under the Contract
are:

Address of the Supplier's Representative: [ as appropriate, insert: personal delivery,

postal, cable, telegraph, telex, facsimile, electronic mail, and/or EDI addresses. ]

Fallback address of the Supplier: [ as appropriate, insert: personal delivery, postal,

cable, telegraph, telex, facsimile, electronic mail, and/or EDI addresses. ]
Section VII. Sample Forms 257

Appendix 2. Adjudicator

In accordance with GCC Clause 1.1 (b) (vi), the agreed-upon Adjudicator is:

Name: [ insert: name ]

Title: [ insert: title ]

Address: [ insert: postal address ]

Telephone: [ insert: telephone ]

In accordance with GCC Clause 6.1.3, the agreed-upon fees and reimbursable expenses are:

Hourly Fees: [ insert: hourly fees ]

Reimbursable Expenses: [ list: reimbursables ]

Pursuant to GCC Clause 6.1.4, if at the time of Contract signing, agreement has not been
reached between the Purchaser and the Supplier, an Adjudicator will be appointed by the
Appointing Authority named in the SCC.
258 Section VII. Sample Forms

Appendix 3. List of Approved Subcontractors

The Purchaser has approved use of the following Subcontractors nominated by the Supplier
for carrying out the item or component of the System indicated. Where more than one
Subcontractor is listed, the Supplier is free to choose between them, but it must notify the
Purchaser of its choice sufficiently in advance of the time when the subcontracted work
needs to commence to give the Purchaser reasonable time for review. In accordance with
GCC Clause 20.1, the Supplier is free to submit proposals for Subcontractors for additional
items from time to time. No subcontracts shall be placed with any such Subcontractors for
additional items until the Subcontractors have been approved in writing by the Purchaser and
their names have been added to this list of Approved Subcontractors, subject to GCC
Clause 20.3.

[ specify: item, approved Subcontractors, and their place of registration that the Supplier
proposed in the corresponding attachment to its bid and that the Purchaser approves that
the Supplier engage during the performance of the Contract. Add additional pages as
necessary. ]

Item Approved Subcontractors Place of Registration

Section VII. Sample Forms 259

Appendix 4. Categories of Software

The following table assigns each item of Software supplied and installed under the Contract
to one of the three categories: (i) System Software, (ii) General-Purpose Software, or
(iii) Application Software; and to one of the two categories: (i) Standard Software or
(ii) Custom Software.

(select one per item) (select one per item)

General-
System Purpose Applicatio Standard Custom
Software Item Software Software n Software Software Software
260 Section VII. Sample Forms

Appendix 5. Custom Materials

The follow table specifies the Custom Materials the Supplier will provide under the Contract.

Custom Materials
Section VII. Sample Forms 261

Appendix 6. Revised Price Schedules

The attached Revised Price Schedules (if any) shall form part of this Contract Agreement
and, where differences exist, shall supersede the Price Schedules contained in the Supplier’s
Bid. These Revised Price Schedules reflect any corrections or adjustments to the Supplier’s
bid price, pursuant to the ITB Clauses 18.3, 26.2, and 33.1 (ITB Clauses 30.3, 38.2, and 45.1
in the two-stage SBD).
262 Section VII. Sample Forms

Appendix 7. Minutes of Contract Finalization Discussions and Agreed-to Contract

Amendments

The attached Contract amendments (if any) shall form part of this Contract Agreement and,
where differences exist, shall supersede the relevant clauses in the GCC, SCC, Technical
Requirements, or other parts of this Contract as defined in GCC Clause 1.1 (a) (ii).
Section VII. Sample Forms 263

6. PERFORMANCE AND ADVANCE PAYMENT SECURITY FORMS

264 Section VII. Sample Forms

6.1 Performance Security Form (Bank Guarantee)

________________________________
[insert: Bank’s Name, and Address of Issuing Branch or Office]

Beneficiary: [insert: Name and Address of Purchaser]

Date: [insert: date]

PERFORMANCE GUARANTEE No.: [insert: Performance Guarantee Number]

We have been informed that on [insert: date of award] you awarded Contract No. [insert:
Contract number] for [insert: title and/or brief description of the Contract] (hereinafter
called "the Contract") to [insert: complete name of Supplier] (hereinafter called "the
Supplier"). Furthermore, we understand that, according to the conditions of the Contract, a
performance guarantee is required.
At the request of the Supplier, we hereby irrevocably undertake to pay you any sum(s) not
exceeding [insert: amount(s)1 in figures and words] upon receipt by us of your first demand
in writing declaring the Supplier to be in default under the Contract, without cavil or
argument, or your needing to prove or to show grounds or reasons for your demand or the
sum specified therein.
On the date of your issuing, to the Supplier, the Operational Acceptance Certificate for the
System, the value of this guarantee will be reduced to any sum(s) not exceeding [insert:
amount(s)Error: Reference source not found in figures and words]. This remaining
guarantee shall expire no later than [insert: number and select: of months/of years (of the
Warranty Period that needs to be covered by the remaining guarantee)] from the date of the
Operational Acceptance Certificate for the System, 2 and any demand for payment under it
must be received by us at this office on or before that date.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No.
458, except that subparagraph (ii) of Sub-article 20 (a) is hereby excluded.
_______________________
[Signature(s)]

1
The bank shall insert the amount(s) specified and denominated in the SCC for GCC Clauses
13.3.1 and 13.3.4 respectively, either in the currency(ies) of the Contract or a freely convertible
currency acceptable to the Purchaser.
2
In this sample form, the formulation of this paragraph reflects the usual SCC provisions for
GCC Clause 13.3. However, if the SCC for GCC Clauses 13.3.1 and 13.3.4 varies from the
usual provisions, the paragraph, and possibly the previous paragraph, need to be adjusted to
precisely reflect the provisions specified in the SCC.
Section VII. Sample Forms 265

6.2 Advance Payment Security Form (Bank Guarantee)

________________________________
[insert: Bank’s Name, and Address of Issuing Branch or Office]
Beneficiary: [insert: Name and Address of Purchaser]

Date: [insert: date]

ADVANCE PAYMENT GUARANTEE No.: [insert: Advance Payment Guarantee

Number]
We have been informed that on [insert: date of award] you awarded Contract No. [insert:
Contract number] for [insert: title and/or brief description of the Contract] (hereinafter
called "the Contract") to [insert: complete name of Supplier] (hereinafter called "the
Supplier"). Furthermore, we understand that, according to the conditions of the Contract, an
advance payment in the sum of [insert: amount in numbers and words, for each currency
of the advance payment] is to be made to the Supplier against an advance payment
guarantee.
At the request of the Supplier, we hereby irrevocably undertake to pay you any sum or sums
not exceeding in total the amount of the advance payment referred to above, upon receipt by
us of your first demand in writing declaring that the Supplier is in breach of its obligations
under the Contract because the Supplier used the advance payment for purposes other than
toward the proper execution of the Contract.
It is a condition for any claim and payment to be made under this guarantee that the advance
payment referred to above must have been received by the Supplier on its account [insert:
number and domicile of the account].
For each payment after the advance payment, which you will make to the Supplier under this
Contract, the maximum amount of this guarantee shall be reduced by the ninth part of such
payment.1 At the time at which the amount guaranteed becomes nil, this guarantee shall
become null and void, whether the original is returned to us or not.
This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No.
458.
______________________
[Signature(s)]

1
This sample formulation assumes an Advance Payment of 10% of the Contract Price
excluding Recurrent Costs, and implementation of the main option proposed by this SBD in the
SCC for GCC Clause 13.2.2 for gradually reducing the value of the Advance Payment Security. If
the Advance Payment is other than 10%, or if the reduction in amount of the security follows a
different approach, this paragraph would need to be adjusted and edited accordingly.
266 Section VII. Sample Forms

7. INSTALLATION AND ACCEPTANCE CERTIFICATES

Section VII. Sample Forms 267

7.1 Installation Certificate

Date: [ insert: date ]
Loan/Credit Number: [ insert: loan or credit number from IFB ]
IFB: [ insert: title and number of IFB ]
Contract: [ insert: name and number of Contract ]

To: [ insert: name and address of Supplier ]

Dear Sir or Madam:
Pursuant to GCC Clause 26 (Installation of the System) of the Contract entered into
between yourselves and the [ insert: name of Purchaser ] (hereinafter the “Purchaser”)
dated [ insert: date of Contract ], relating to the [ insert: brief description of the
Information System ], we hereby notify you that the System (or a Subsystem or major
component thereof) was deemed to have been correctly installed on the date specified below.
1. Description of the System (or relevant Subsystem or major component: [ insert:
description ]
2. Date of Installation: [ insert: date ]
Notwithstanding the above, you are required to complete the outstanding items listed
in the attachment to this certificate as soon as practicable. This letter shall not relieve you of
your obligation to achieve Operational Acceptance of the System in accordance with the
Contract nor of your obligations during the Warranty Period.

For and on behalf of the Purchaser

Signed:
Date:
in the capacity of: [ state: “Project Manager” or state the title of a higher level authority
in the Purchaser’s organization ]
268 Section VII. Sample Forms

7.2 Operational Acceptance Certificate

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from IFB ]
IFB: [ insert: title and number of IFB ]
Contract: [ insert: name of System or Subsystem and
number of Contract ]

To: [ insert: name and address of Supplier ]

Dear Sir or Madam:

Pursuant to GCC Clause 27 (Commissioning and Operational Acceptance) of the

Contract entered into between yourselves and the [ insert: name of Purchaser ] (hereinafter
the “Purchaser”) dated [ insert: date of Contract ], relating to the [ insert: brief description
of the Information System ], we hereby notify you the System (or the Subsystem or major
component identified below) successfully completed the Operational Acceptance Tests
specified in the Contract. In accordance with the terms of the Contract, the Purchaser hereby
takes over the System (or the Subsystem or major component identified below), together with
the responsibility for care and custody and the risk of loss thereof on the date mentioned
below.
1. Description of the System (or Subsystem or major component): [ insert:
description ]
2. Date of Operational Acceptance: [ insert: date ]
This letter shall not relieve you of your remaining performance obligations under the
Contract nor of your obligations during the Warranty Period.

For and on behalf of the Purchaser

Signed:
Date:
in the capacity of: [ state: “Project Manager” or higher level authority in the Purchaser’s
organization ]
Section VII. Sample Forms 269

8. CHANGE ORDER PROCEDURES AND FORMS

Date: [ insert: date ]
Loan/Credit Number: [ insert: loan or credit number from IFB ]
IFB: [ insert: title and number of IFB ]
Contract: [ insert: name or System or Subsystem and
number of Contract ]
General
This section provides samples of procedures and forms for carrying out changes to the
System during the performance of the Contract in accordance with GCC Clause 39
(Changes to the System) of the Contract.
Change Order Log
The Supplier shall keep an up-to-date Change Order Log to show the current status of
Requests for Change and Change Orders authorized or pending. Changes shall be
entered regularly in the Change Order Log to ensure that the log is kept up-to-date. The
Supplier shall attach a copy of the current Change Order Log in the monthly progress
report to be submitted to the Purchaser.
References to Changes
(1) Request for Change Proposals (including Application for Change Proposals) shall
be serially numbered CR-nnn.
(2) Change Estimate Proposals shall be numbered CN-nnn.
(3) Estimate Acceptances shall be numbered CA-nnn.
(4) Change Proposals shall be numbered CP-nnn.
(5) Change Orders shall be numbered CO-nnn.
On all forms, the numbering shall be determined by the original CR-nnn.
Annexes
8.1 Request for Change Proposal Form
8.2 Change Estimate Proposal Form
8.3 Estimate Acceptance Form
8.4 Change Proposal Form
8.5 Change Order Form
8.6 Application for Change Proposal Form
270 Section VII. Sample Forms

8.1 Request for Change Proposal Form

(Purchaser’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from IFB ]
IFB: [ insert: title and number of IFB ]
Contract: [ insert: name of System or Subsystem or number
of Contract ]

To: [ insert: name of Supplier and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

With reference to the above-referenced Contract, you are requested to prepare and
submit a Change Proposal for the Change noted below in accordance with the following
instructions within [ insert: number ] days of the date of this letter.

1. Title of Change: [ insert: title ]

2. Request for Change No./Rev.: [ insert: number ]

3. Originator of Change: [ select Purchaser / Supplier (by Application for Change

Proposal), and add: name of originator ]

4. Brief Description of Change: [ insert: description ]

5. System (or Subsystem or major component affected by requested Change): [ insert:

description ]

6. Technical documents and/or drawings for the request of Change:

Section VII. Sample Forms 271

Document or Drawing No. Description

7. Detailed conditions or special requirements of the requested Change: [ insert:

description ]

8. Procedures to be followed:
(a) Your Change Proposal will have to show what effect the requested Change will
have on the Contract Price.
(b) Your Change Proposal shall explain the time it will take to complete the requested
Change and the impact, if any, it will have on the date when Operational
Acceptance of the entire System agreed in the Contract.
(c) If you believe implementation of the requested Change will have a negative
impact on the quality, operability, or integrity of the System, please provide a
detailed explanation, including other approaches that might achieve the same
impact as the requested Change.
(d) You should also indicate what impact the Change will have on the number and
mix of staff needed by the Supplier to perform the Contract.
(e) You shall not proceed with the execution of work related to the requested Change
until we have accepted and confirmed the impact it will have on the Contract
Price and the Implementation Schedule in writing.

9. As next step, please respond using the Change Estimate Proposal form, indicating how
much it will cost you to prepare a concrete Change Proposal that will describe the
proposed approach for implementing the Change, all its elements, and will also address
the points in paragraph 8 above pursuant to GCC Clause 39.2.1. Your Change Estimate
Proposal should contain a first approximation of the proposed approach, and
implications for schedule and cost, of the Change.

For and on behalf of the Purchaser

Signed:
Date:
in the capacity of: [ state: “Project Manager” or higher level authority in the Purchaser’s
organization ]
272 Section VII. Sample Forms

8.2 Change Estimate Proposal Form

(Supplier’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from IFB ]
IFB: [ insert: title and number of IFB ]
Contract: [ insert: name of System or Subsystem and
number of Contract ]

To: [ insert: name of Purchaser and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

With reference to your Request for Change Proposal, we are pleased to notify you of
the approximate cost of preparing the below-referenced Change in accordance with GCC
Clause 39.2.1 of the Contract. We acknowledge that your agreement to the cost of preparing
the Change Proposal, in accordance with GCC Clause 39.2.2, is required before we proceed
to prepare the actual Change Proposal including a detailed estimate of the cost of
implementing the Change itself.

1. Title of Change: [ insert: title ]

2. Request for Change No./Rev.: [ insert: number ]

3. Brief Description of Change (including proposed implementation approach): [ insert:

description ]

4. Schedule Impact of Change (initial estimate): [ insert: description ]

5. Initial Cost Estimate for Implementing the Change: [insert: initial cost estimate]
Section VII. Sample Forms 273

6. Cost for Preparation of Change Proposal: [ insert: cost in the currencies of the
Contract ], as detailed below in the breakdown of prices, rates, and quantities.

For and on behalf of the Supplier

Signed:
Date:
in the capacity of: [ state: “Supplier’s Representative” or other higher level authority in
the Supplier’s organization ]
274 Section VII. Sample Forms

8.3 Estimate Acceptance Form

(Purchaser’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from IFB ]
IFB: [ insert: title and number of IFB ]
Contract: [ insert: name of System or Subsystem and
number of Contract ]

To: [ insert: name of Supplier and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

We hereby accept your Change Estimate and agree that you should proceed with the
preparation of a formal Change Proposal.

1. Title of Change: [ insert: title ]

2. Request for Change No./Rev.: [ insert: request number / revision ]

3. Change Estimate Proposal No./Rev.: [ insert: proposal number / revision ]

4. Estimate Acceptance No./Rev.: [ insert: estimate number / revision ]

5. Brief Description of Change: [ insert: description ]

6. Other Terms and Conditions:

Section VII. Sample Forms 275

In the event that we decide not to order the Change referenced above, you shall be
entitled to compensation for the cost of preparing the Change Proposal up to the
amount estimated for this purpose in the Change Estimate Proposal, in accordance with
GCC Clause 39 of the General Conditions of Contract.

For and on behalf of the Purchaser

Signed:
Date:
in the capacity of: [ state: “Project Manager” or higher level authority in the Purchaser’s
organization ]
276 Section VII. Sample Forms

8.4 Change Proposal Form

(Supplier’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from IFB ]
IFB: [ insert: title and number of IFB ]
Contract: [ insert: name of System or Subsystem and
number of Contract ]

To: [ insert: name of Purchaser and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

In response to your Request for Change Proposal No. [ insert: number ], we hereby
submit our proposal as follows:

1. Title of Change: [ insert: name ]

2. Change Proposal No./Rev.: [ insert: proposal number/revision ]

3. Originator of Change: [ select: Purchaser / Supplier; and add: name]

4. Brief Description of Change: [ insert: description ]

5. Reasons for Change: [ insert: reason ]

6. The System Subsystem, major component, or equipment that will be affected by the
requested Change: [ insert: description ]
Section VII. Sample Forms 277

7. Technical documents and/or drawings for the requested Change:

Document or Drawing No. Description

8. Estimate of the increase/decrease to the Contract Price resulting from the proposed
Change: [ insert: amount in currencies of Contract ], as detailed below in the
breakdown of prices, rates, and quantities.
Total lump sum cost of the Change:
Cost to prepare this Change Proposal (i.e., the amount payable if the Change is not
accepted, limited as provided by GCC Clause 39.2.6):

9. Additional Time for Achieving Operational Acceptance required due to the Change:
[ insert: amount in days / weeks ]

10. Effect on the Functional Guarantees: [ insert: description ]

11. Effect on the other terms and conditions of the Contract: [ insert: description ]

12. Validity of this Proposal: for a period of [ insert: number ] days after receipt of this
Proposal by the Purchaser

13. Procedures to be followed:

(a) You are requested to notify us of your acceptance, comments, or rejection of this
detailed Change Proposal within [ insert: number ] days from your receipt of this
Proposal.
(b) The amount of any increase and/or decrease shall be taken into account in the
adjustment of the Contract Price.

For and on behalf of the Supplier

Signed:
Date:
in the capacity of: [ state: “Supplier’s Representative” or other higher level authority in
the Supplier’s organization ]
278 Section VII. Sample Forms

8.5 Change Order Form

(Purchaser’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from IFB ]
IFB: [ insert: title and number of IFB ]
Contract: [ insert: name of System or Subsystem and
number of Contract ]

To: [ insert: name of Supplier and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

We hereby approve the Change Order for the work specified in Change Proposal No.
[ insert: number ], and agree to adjust the Contract Price, Time for Completion, and/or other
conditions of the Contract in accordance with GCC Clause 39 of the Contract.

1. Title of Change: [ insert: name ]

2. Request for Change No./Rev.: [ insert: request number / revision ]

3. Change Order No./Rev.: [ insert: order number / revision ]

4. Originator of Change: [ select: Purchaser / Supplier; and add: name ]

5. Authorized Price for the Change:

Ref. No.: [ insert: number ] Date: [ insert: date ]
Section VII. Sample Forms 279

[ insert: amount in foreign currency A ] plus [ insert: amount in foreign currency

B ] plus [ insert: amount in foreign currency C ] plus [ insert: amount in local
currency ]

6. Adjustment of Time for Achieving Operational Acceptance: [ insert: amount and

description of adjustment ]

7. Other effects, if any: [ state: “none” or insert description ]

For and on behalf of the Purchaser

Signed:
Date:
in the capacity of: [ state: “Project Manager” or higher level authority in the Purchaser’s
organization ]

For and on behalf of the Supplier

Signed:
Date:
in the capacity of: [ state “Supplier’s Representative” or higher level authority in the
Supplier’s organization ]
280 Section VII. Sample Forms

8.6 Application for Change Proposal Form

(Supplier’s Letterhead)

Date: [ insert: date ]

Loan/Credit Number: [ insert: loan or credit number from IFB ]
IFB: [ insert: title and number of IFB ]
Contract: [ insert: name of System or Subsystem and
number of Contract ]

To: [ insert: name of Purchaser and address ]

Attention: [ insert: name and title ]

Dear Sir or Madam:

We hereby propose that the below-mentioned work be treated as a Change to the

System.

1. Title of Change: [ insert: name ]

2. Application for Change Proposal No./Rev.: [ insert: number / revision] dated:

[ insert: date ]

3. Brief Description of Change: [ insert: description ]

4. Reasons for Change: [ insert: description ]

5. Order of Magnitude Estimation: [ insert: amount in currencies of the Contract ]

6. Schedule Impact of Change: [ insert: description ]

Section VII. Sample Forms 281

7. Effect on Functional Guarantees, if any: [ insert: description ]

8. Appendix: [ insert: titles (if any); otherwise state “none” ]

For and on behalf of the Supplier

Signed:
Date:
in the capacity of: [ state: “Supplier’s Representative” or higher level authority in the
Supplier’s organization ]